TCR_Public/020320.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, March 20, 2002, Vol. 6, No. 56     

                          Headlines

360NETWORKS: Wants Lease Decision Deadline Moved to June 24
AMC ENTERTAINMENT: S&P Places B- Rating On CreditWatch Positive
ANC RENTAL: Seeks Okay of Global Settlement with Liberty Mutual
ADMIRAL CBO: S&P Places Junk Debt Rating on Watch Negative
ADVANTICA RESTAURANT: Posts Same-Store Sales for February Period

AMERICA SERVICE: Bank Lenders Waive Loan Covenant Violations
AMERICAN COMMERCIAL: Reaches Debt Workout Pact with Danielson
AMERICAN SKIING: Wooing Lenders to Revise Credit Facility Terms
BERGSTROM CAPITAL: Taps Lipper to Help Seek Business Combination
BETHLEHEM STEEL: Intends to Reject Two Gas Purchase Contracts

BUCKHEAD AMERICA: Fails to Meet Nasdaq SmallCap Listing Criteria
BURLINGTON: Committee Gains OK to Hire BDO Seidman as Advisors
CABLE DESIGN TECH: S&P Lowers Credit Rating One Notch to BB
CELLPOINT: Signs-Up Cofima Finanz to Arrange Long-Term Financing
CELLPOINT: Jay Rynning Nudges-Off Henricsson as Board Chairman

CHESTER HOLDINGS: Names Three New Members to Board of Directors
CHIQUITA BRANDS: Emerges from Prepack. Chapter 11 Reorganization
COMDISCO INC: Committee Balks At Fee Review Panel Appointments
CONSECO FINANCE: Fitch Takes Rating Actions on Various Deals
CONSECO FINANCE: S&P Affirms B- Ratings over Liquidity Pressure

CONSECO INC: S&P Affirms Low-B Ratings After Bond Exchange Deal
CONSECO: Fitch Keeping Watch on Ratings after Debt Exchange Deal
CONSOLIDATED VAN: CDNX Delists Shares Effective March 15, 2002
CONSUMERS FIN'L: Allows Investors to Acquire Controlling Stake
DOE RUN: S&P Drops Ratings to D After Missed Interest Payment

EGAMES INC: Brings-In Stockton Bates as Principal Accountants
EMMIS COMMS: Wachovia Corporation Discloses 7.83% Equity Stake
ENRON CORP: Offers Constellation Power $1.6 Million Break-Up Fee
ENRON CORP: Sempra Energy Agrees to Acquire Metals Unit's Assets
ENRON METHANOL: Case Summary & 20 Largest Unsecured Creditors

ENRON VENTURES CORP: Case Summary & Largest Unsecured Creditor
FAIRCHILD CORP: Feeble Financials Force S&P to Cut Ratings to B
FEDERAL-MOGUL: Asbestos Claimants Tap Lovells as Int'l Counsel
FRIEDE GOLDMAN: Lockheed Martin Contracts Unit to Build Tugs
GC COMPANIES: DE Court Confirms Modified 1st Amended Joint Plan

GENUITY INC: S&P Airs Concern About Reconsolidation with Verizon
GLOBAL CROSSING: Utilities Want More Assurance of Future Payment
GLOBAL TELESYSTEMS: KPNQwest's Acquisition Cancels All Shares
GUILFORD MILLS: Receives Court Approval of 14 'First Day Orders'
HQ GLOBAL: Seeks Authority to Maintain Cash Management System

HAYES LEMMERZ: Wants Approval to Reject KIMA Executory Contracts
ICG: Telecom Group Settles Bills Dispute with Cincinnati Bell
IT GROUP: Committee Signs-Up Chanin Capital as Fin'l Advisors
INPRIMIS: Kaufman Rossin Replaces Deloitte & Touche as Auditors
INTEGRATED HEALTH: Takes Action to Recover Preferential Transfer

INT'L FIBERCOM: Has Until Mar. 22 to File Schedules & Statements
KAISER ALUMINUM: Seeks OK to Hire Ordinary Course Professionals
KAISER ALUMINUM: Secures Final Approval of $300MM DIP Financing
KMART CORPORATION: Brings-In Ernst & Young as Financial Advisors
KMART CORP: Appaloosa Management Discloses 5.5% Equity Stake

LERNOUT & HAUSPIE: Dictaphone Plan's Settlement Distribution
MARINER POST-ACUTE: Seeks Okay of 8th DIP Financing Amendment
METROMEDIA FIBER: Defers Interest Payment on 6.15% Sub. Notes
METROMEDIA FIBER: Missed Payment Forces S&P Drop Rating to D
MOONEY AIRCRAFT: Wins OK to Sell Assets to Advanced Aerodynamics

NATIONAL STEEL: Will Maintain Existing Cash Management System
NATIONSRENT INC: Committee Members Seek Okay to Trade Securities
NORTHERN MOUNTAIN: CDNX Delists Shares Effective March 15, 2002
OGLEBAY NORTON: Sets Annual Shareholders' Meeting for April 24
OPTICON MEDICAL: May Opt to File for Bankruptcy to Get Financing

PERRY ELLIS: Firming-Up Pending Acquisition of Jantzen Brand
PHILIP SERVICES: Seeking Covenant Amendments Under Credit Pact
PHILIPS INT'L: Kensington Investment Reports 14.5% Equity Stake
PLANVISTA: Nearing Completion of Debt Restructuring Transaction
POLAROID CORP: Seeking Approval of Revised $4.5MM Bonus Plan

PSINET: Agrees to Reimburse JPMorgan Chase for $5.17MM L/C Draws
RADIO ONE: Secures Bank Facility Amendment to Ease Liquidity
SERVICE MERCHANDISE: Intends to Sell All Fixtures & Equipment
SERVICE MERCHANDISE: Designation Rights Sold for $235 Million
STANDARD AUTOMOTIVE: Files for Chapter 11 Reorg. in New York

STANDARD AUTOMOTIVE: Case Summary & Largest Unsecured Creditors
SUNRISE TECHNOLOGIES: Inks Pact to Acquire ScienceBased Health
SUPERVALU: Will Close & Sell Belle Vernon Distribution Facility
W.R. GRACE: Signing-Up Kinsella Communications as Notice Agents

* Meetings, Conferences and Seminars

                          *********

360NETWORKS: Wants Lease Decision Deadline Moved to June 24
-----------------------------------------------------------
360networks inc., and its debtor-affiliates seek the Court's
authority to further extend their time to assume or reject 140
unexpired leases of non-residential property for an additional
90 days to and including June 24, 2002.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher, in New York,
relates that the Debtors remain a party to numerous unexpired
leases of non-residential real property that have been neither
assumed nor rejected. "These Leases may be valuable assets of
the Debtors' estates or integral to their continued operations,"
Mr. Lipkin states.

Accordingly, Mr. Lipkin explains that in order to determine
which of the Unexpired Leases should be assumed or rejected, the
Debtors need an extension of time to continue to evaluate the
need for these locations in the context of a long-term business
plan.  "Absent such as extension, the Debtors would be forced to
choose between losing valuable locations and assuming leases
that ultimately should be rejected," Mr. Lipkin adds.

Mr. Lipkin assures the Court that granting this motion will not
prejudice the lessors under the Unexpired Lease because:

  (i) to the best of their knowledge, the Debtors are current on
      their post-petition rent under the Unexpired Leases;

(ii) the Debtors have sufficient liquidity and the intent to
      continue to perform timely all of their obligations under
      the Unexpired Leases as required by the Bankruptcy Code;
      and

(iii) in all instances, individual lessors may, for cause shown,
      ask the Court to fix an earlier date by which the Debtors
      must assume or reject an Unexpired Lease.

"Nonetheless, the Debtors reserve all their rights respecting
their Leases the right to determine whether or not the Unexpired
Leases are in fact true leases," Mr. Lipkin adds. (360
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


AMC ENTERTAINMENT: S&P Places B- Rating On CreditWatch Positive
---------------------------------------------------------------
On March 18, 2002, Standard & Poor's placed its 'B-' ratings on
AMC Entertainment Inc. on CreditWatch with positive implications
based on evidence of positive developments in the company's
financial policy.

Although AMC is actively looking for acquisitions, it has
reduced the financial risk somewhat by using equity as part of
its funding strategy. AMC's pending sale of $94.5 million in
common stock is part of its effort to maintain a more moderate
capital structure. In addition, the use of equity to partially
finance its purchase of GC Cos., Inc. will help preserve key
credit measures, while the acquisition modestly increases its
geographic reach and diversity.

AMC is the second-largest movie exhibitor in the U.S. and is
headquartered in Kansas City, Missouri. As of December 27, 2001,
AMC had a total of $544 million in debt.

The extent of any upgrade is probably limited to one notch. Any
ratings upside will depend on balancing its growth objectives
with credit quality concerns and increasing its discretionary
cash flow, which remains negative. In resolving the CreditWatch
listing, Standard & Poor's will meet with management to ensure
that its business and financial strategies are consistent with a
higher rating.


ANC RENTAL: Seeks Okay of Global Settlement with Liberty Mutual
---------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates ask the Court
to approve a global settlement and compromise with Liberty
Mutual Insurance Company about disputes on a number of matters
essential to the Debtors' successful reorganization, including:

A. The Debtors' obtaining post-petition surety bonding;

B. Liberty's agreeing to renew, replace, reinstate and continue
     certain bonds that have been issued on behalf of the
     Debtors;

C. Liberty's agreement to refrain from canceling or voiding
     certain surety bonds issued on behalf of the Debtors so
     long as no Event of Default has occurred;

D. The Debtors' assumption of the Liberty Post Petition Bonds
     and the General Agreements of Indemnity, Commercial Surety
     in favor of Liberty executed by ANC and dated August 4,
     2000 and October 31, 2000;

E. Additional collateral and super-priority administrative
     expense status to be provided to Liberty in connection with
     the issuance and continuation of surety bond; and

F. An acknowledgement of the extent, validity and unavoidability
     of certain pre-petition payments and grants of security
     interests.

Bonnie Glantz Fatell, Blank Rome Comisky & McCauley LLP in
Wilmington, Delaware, relates that the Debtors are required to
support various aspects of their business with surety bonds that
allow them to operate without the burden of posting cash
collateral.  The Debtors need surety bonds for among others,
airport concession obligations, payment of obligations with the
Debtors' Workers' Compensation, Automobile and General Liability
Insurers, and procuring utility services.  Liberty, by issuing
the different surety bonds to the Debtors, has to date provided
the Debtors with approximately $133,000,000 in surety credit.
These surety bonds, according to Ms. Fatell, mostly run to
airport authorities, the Debtors' insurers, or various states or
other regulatory bodies and are critical to the Debtors' ability
to continue their businesses.

At any given time, the Debtors have between 300 to 400
outstanding surety bonds. The Debtors' surety program is very
dynamic, Ms. Fatell relates.  In most months, millions of
dollars worth of surety bonds expire; need to be renewed,
continued, increased or decreased; or need to cover additional
principals. The Debtors have relied almost exclusively on
Liberty to issue surety bonds and to maintain this fluid surety
program.  Since the Petition Date, Liberty has refused to issue,
renew, continue, reinstate, replace, increase, or otherwise
adjust any surety bonds.  Ms. Fatell fears that a continued
freeze on surety bonding will have a serious negative impact on
ANC.

Ms. Fatell acknowledges that there is a real and serious dispute
between the Debtors and Liberty.  These conflicts, she states,
should be resolved because the Debtors will not be able to
procure commercial surety bonds from another source.  It's
axiomatic that it's difficult for entities in bankruptcy to
obtain new credit from a new source, even if collateralized,
when several secured creditors already have prior claims to the
Debtors' assets.  In addition, the commercial surety market has
undergone significant upheaval in the last few years especially
with the economic downturn and the industry's recent large
commercial losses with respect to Enron that several sureties
that were formerly major participants opted to retreat from the
commercial surety market.  Moreover, the lack of available
reinsurance is also contributing to a swiftly shrinking
commercial surety marketplace.

Ms. Fatell submits that the terms of the Debtors' settlement
agreement with Liberty is best for both parties since the
Debtors are assured of bonding under reasonable terms while
Liberty will be given certain protections in recognition of the
considerable financial risks it has taken and will continue to
undertake on the Debtors' behalf. The Court to approve the
settlement because many of the Debtors' key contractual
relationships require bonds such as those provided by Liberty. A
termination of the bonds would trigger a flood of defaults for
which no cures could be provided.

The salient terms of the Debtors' settlement with Liberty
provides that:

A. Bonding Obligations: So long as there is not an Event of
     Default and subject to certain limitations, Liberty has
     agreed to issue surety bonds on behalf the Debtors which
     are essential to the effective reorganization of the
     Debtors' business, including issuing certain bonds in
     connection with the Debtors' plan to consolidate the Alamo
     and National trade names into a single location at most
     airports doing business as ANC, provided that the total
     aggregate penal sums of all surety bonds outstanding issued
     by Liberty on behalf of ANC, its subsidiaries and/or
     affiliates (including both pre-petition and post-petition)
     shall at no time exceed $133,000,000. Specifically, Liberty
     has agreed, at ANC's request, to:

     a. replace, reinstate, renew or continue all Liberty Post
          Petition Bonds that became due or will become due for
          renewal and/or continuation during the period from
          November 13, 2001 to December 31, 2002 and

     b. replace, reinstate, renew or continue certain Liberty-
          issued surety bonds for the benefit of, on behalf of
          or at the request of ANC   or any of its affiliates.

B. Assumption Obligations: The Debtors shall assume, with
     Liberty's consent, all surety bonds issued by Liberty
     for the benefit of, on behalf of or at the request of ANC
     or any of its subsidiaries or affiliates that were or are
     outstanding and in effect at any time during the period
     following November 13, 2001, except for the "New AIG Retro
     Bond," and the Liberty Indemnification Agreements. The
     Debtors shall be jointly and severally liable for the
     performance of all the Assumed Indemnity Obligations.

C. Collateral Terms: In order to induce Liberty to issue surety
     bonds on behalf of the Debtors that are critical to the
     successful reorganization of the Debtors, the Term Sheet
     provides that all of the Assumed Indemnity Obligations
     shall be secured and treated as:

     a. an allowed super-priority administrative expenses
          with priority over any and all other  administrative
          priority expense claims under the same Bankruptcy
          Court provision, subject and subordinate only to the
          carve-outs provided to retained professionals and to
          the quarterly fees payable to the Office of the U.S.
          Trustee;

     b. Collateralized by a first priority senior lien, senior
          to the rights, interests and liens of any other person
          or entity in the entirety of the assets of the
          Debtors' estates, provided that, except for the
          Liberty Post-Petition Cash Collateral and the Debtors'
          cash collateral replenishment obligation, such senior
          liens shall be subject and subordinate only to the
          senior lien granted to the Master Collateral Agent,
          any valid, perfected and non-avoidable security
          interests that were in existence as of the Debtors'
          chapter 11 petition filing dates. Such subordination,
          however, shall not apply to the Liberty's rights under
          and relating to the Pre-petition Security Interests
          and any agreements executed in connection therewith,
          including relative priorities among and between
          Liberty and other entities asserting or are entitled
          to security interests in the Debtors' assets and the
          anticipated Senior DIP Lender's Lien.

     c. Further collateralized by the non-cash collateral
          granted Liberty in the Pre-Petition Secured Creditor
          Agreements, and at Liberty's sole option and election,
          the $6,000,000 in pre-petition letters of credit
          currently held by Liberty or the Pre-Petition Liberty
          Cash Collateral; and

     d. Further collateralized by cash and at ANC's option,
          a letter of credit, upon the entry of the Approval
          Order, ANC shall deliver to Liberty $6,000,000 in cash
          or letter of credit in form acceptable to Liberty
          collateral. Each time that Liberty has drawn a
          total of $2,000,000 upon the Liberty Post-Petition
          Cash Collateral in connection with the Assumed
          Indemnity Obligations, the Debtors- jointly and
          severally- shall cause the Liberty Post-Petition Cash
          Collateral to be replenished to the original
          $6,000,000 amount. The replenishment of the Liberty
          Post-Petition Cash Collateral shall occur a maximum of
          six times for a total replenishment obligation of
          $12,000,000, provided that ANC shall not be required
          to provide more than a single $2,000,000 replenishment
          of the Liberty Post-Petition Cash Collateral during
          any 30-day period.

D. Deferred Obligations: So long as there shall be no Event of
     Default, obligations of the Debtors under the Liberty
     Indemnity Agreements with respect to the Assumed Indemnity
     Obligations shall be deemed modified to read:

     a. Following the full performance of the $12,000,0000
          replenishment obligation of ANC as described and the
          exhaustion of the Liberty Post-Petition Cash
          Collateral in connection with the Assumed Indemnity
          Obligations, all indemnifying Debtors shall be jointly
          and severally obligated to reimburse Liberty within
          ten business days of written demand for 50% of any of
          Liberty's loss, cost or expense that is within the
          scope of the Assumed Indemnity Obligations and which
          has not been previously paid to Liberty, and (y) pay
          the remaining 50% of any such loss, cost or expense
          within six months of the date of Liberty's aforesaid
          written demand, together with interest on the Deferred
          Indemnity Obligation at the rate of 6% per annum.

     b. The Deferred Indemnity Obligations shall be deemed
          secured and treated in the same manner as the Assumed
          Indemnity Obligations.

     c. At Liberty's request, the Deferred Indemnity
          Obligations may be memorialized in promissory notes
          setting forth the term, interest rate and amount of
          the Deferred Indemnity Obligations, which notes shall
          be deemed secured by collateral and freely
          transferred, assigned or negotiated by Liberty to the
          extent permitted by law. However, the execution of
          such promissory notes shall not be required in order
          to create the secured Deferred Indemnity Obligations
          or to insure the survival of such obligations.

     d. Notwithstanding anything to the contrary in the Term
          Sheet, the total amount of all Deferred Indemnity
          Obligations outstanding at any one time shall in no
          event exceed $8,000,000 and any such Deferred
          Indemnity Obligations shall survive the confirmation
          of any plan of reorganization and shall be immediately
          payable upon such confirmation or the conversion of
          any of the Debtors' cases.

                     Committee Responds

The Statutory Committee of Unsecured Creditors objects in a
limited manner to the Debtors' agreement with Liberty.
Specifically, the Committee is troubled by:

A. Past Due Premiums. The Debtors are required to cure past-due
     premiums under the existing Liberty surety bond program,
     but the Term Sheet does not indicate a specific dollar
     amounts past due.

B. Liberty's Fees and Cost. Liberty is entitled to all
     reasonable attorney's fees and out-of-pocket expenses
     incurred in its review of any proposed DIP financing.

C. Notice of Event of Default or Cancellation. The term sheet
     sets out a number of events of default under the Surety
     Bond Program. Liberty is required to notify the Debtors of
     any event of default and following such notice the Debtors
     have a 45-day cure period.

D. Notice of Debtors' Cancellation. Under the Term Sheet, the
     Debtors may request or consent to the cancellation, voiding
     of and reduction of penal sums of any bond without notice
     to the Committee or other parties-in-interest.

Sean M. Beach, Esq., at Young Conaway Stargatt & Taylor LLP in
Wilmington, Delaware, asks the Court that any order approving
the motion should address the Committee's concerns and that the
premiums to be paid under Liberty's existing surety bond program
and that any order approving the Motion should reference the
amount to be paid.

Mr. Beach also asks the Court to order Liberty to provide the
Committee a statement of attorney's fees, with the Committee
being given seven days to file any objection. The Committee
should also be given notice of any event of default and advance
notice that Liberty has determined to cancel, void or reduce the
penal sum of any bond.

                   Congress Financial Objects

Congress Financial Corporation objects to the Debtors'
settlement with Liberty to the extent that the relief requested
purports to provide Liberty with liens, claims, rights and
interests senior to the pre-petition and post-petition liens,
claims, rights and interests granted to the Administrative Agent
and the Lenders.

Rebecca L. Booth, Esq., at Richards Layton & Finger PA in
Wilmington, Delaware, says Congress is interposing an objection
just in case the Debtors and Liberty do not acknowledge and
agree that the super-priority claims liens, rights and interests
granted to Liberty in connection with the Motion are subordinate
and junior to all pre-petition and post-petition liens, claims
and rights and interests of the Administrative Agent and
Lenders. The Administrative Agent and the Lenders acknowledge
the fact that the Debtors' ability to operate depend upon the
issuance and continuation of certain surety bonds. However, she
reminds the Court of the Administrative Agent's prior concerns
over the Debtors utilizing or investing any portion of cash
collateral for any long-term use, including the issuance and
continuation of surety bonds, without a viable business plan,
which will result in a successful reorganization.

Based on the Debtors' own projections and reporting information,
Ms. Booth points out that the cash collateral and the accounts
receivable have been deteriorating and will continue to do so at
an increasing rate. The Court in the last order mandated the
Debtors to establish their right to the further use of the cash
collateral. It is premature to grant the Debtors' settlement
with Liberty when the Debtors still have to comply with the
Court's previous order. (ANC Rental Bankruptcy News, Issue No.
10; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADMIRAL CBO: S&P Places Junk Debt Rating on Watch Negative
----------------------------------------------------------
Standard & Poor's placed its ratings on the class A-2 and C
notes issued by Admiral CBO (Cayman) Ltd. and co-issued by
Admiral CBO (Delaware) Inc. on CreditWatch with negative
implications.  Concurrently, the ratings on the class B-1 and B-
2 notes remain on CreditWatch with negative implications, where
they were placed on July 24, 2001.

The CreditWatch placements reflect the continuing deterioration
in the collateral pool's credit quality and an increase in its
pool default rate since the rating on the class C notes was
lowered to triple-'C'-plus from double-'B'-minus on Aug. 20,
2001.

Since the closing of the transaction, $49.8 million of defaulted
assets, or approximately 16.5% of the closing collateral pool,
have been sold at a weighted average recovery rate of 17.2%.  
The transaction also experienced additional par loss due to the
sale of several credit risk securities at distressed recovery
levels.  Furthermore, according to the March 1, 2002 trustee
report, a total of $11.25 million (or approximately 4.3% of the
total collateral pool) is in default.  In addition, the issuer
credit rating on one bond ($2 million), listed as a performing
asset on the March 2002 trustee report, was lowered to 'SD' on
Oct. 31, 2001.

As of March 1, 2001, the performing pool, including the
principal cash, has an aggregate par value of $249.2 million,
compared to the effective date portfolio of $301.2 million.  In
contrast, only $12.15 million of the principal amount of the
liability has been paid down since the transaction's inception.

The obligors, with ratings in the triple-'C' and double-'C'
range, comprise more than 12.8% of the performing collateral
portfolio.  Furthermore, approximately 25.1% of the obligors in
the performing collateral pool are currently on CreditWatch with
negative implications, of which 7.74% are rated in the triple-
'C' and double-'C' range.

The class A overcollateralization test (currently 122.01% versus
the required minimum of 127%), the class B overcollateralization
test (currently 102.66% versus the required minimum of 112%),
and the class C overcollateralization test (currently 96.39%
versus the required minimum of 100%) have been failing since
June 2001, March 2001, and December 2001, respectively.  On the
payment dates in August 2000, August 2001, and February 2002,
approximately $12.15 million in principal was paid to the class
A-1 noteholders because of the mandatory redemptions triggered
by the overcollateralization test failures.  However, the
improvement to the overcollateralization ratios resulting from
the most recent redemption was not sufficient to bring any of
the tests back into compliance.

Standard & Poor's noted that Admiral CBO Ltd. may trigger a
technical event of default if it fails to maintain the class B
overcollateralization ratio at 100% or higher and 66-2/3% of
each of the class A and class B noteholders vote to consider
this an event of default.  If this event of default occurs, a
majority of the class A noteholders may declare all the notes
immediately due and payable.  However, the collateral pool could
not be liquidated unless one of the following two conditions is
met: (i) the anticipated proceeds from the sale or liquidation
of the assets are sufficient to pay in full the unpaid principal
and interest on the senior notes; or (ii) at least 66-2/3% of
each of the class A-1, class A-2, class B, and class C
noteholders vote to direct the sale and liquidation of the
assets.

In the coming weeks, Standard & Poor's will be performing cash
flow analysis, and will be reviewing the results from the cash
flow model runs and Standard & Poor's default model to evaluate
the effect of the credit deterioration on the current ratings
for the notes.

               Ratings Placed On Creditwatch Negative

        Admiral CBO (Cayman) Ltd./Admiral CBO (Delaware) Inc.

                    Class           Rating

                             To                From

                    A-2      AA/Watch Neg      AA

                    C        CCC+/Watch Neg    CCC+

               Ratings Remain On Creditwatch Negative

         Admiral CBO (Cayman) Ltd./Admiral CBO (Delaware) Inc.

                    Class           Rating

                    B-1         BBB/Watch Neg

                    B-2         BBB/Watch Neg


ADVANTICA RESTAURANT: Posts Same-Store Sales for February Period
----------------------------------------------------------------
Advantica Restaurant Group, Inc. (OTCBB: DINE) reported same-
store sales for company-owned restaurants during the four-week
and eight-week periods ended February 20, 2002, compared with
the same periods in fiscal year 2001.

                                Four Weeks          Eight Weeks
                                Feb. 2002             QTD 2002
                                ----------          -----------
Same-Store Sales

   Denny's                        (1.0%)                (0.2%)
   Coco's                         (8.2%)                (7.5%)
   Carrows                        (2.9%)                (2.6%)

Guest Check Average

   Denny's                         1.2%                  1.2%
   Coco's                          2.9%                  2.7%
   Carrows                         1.6%                  1.3%

Included here are the Company's restaurant counts at the end of
February, compared with year end 2001.

Restaurant Units                     2/20/02            12/26/01
                                 ------------       ------------
Denny's

      Company-owned                   612                  621
      Franchised                    1,109                1,114
      Licensed                         14                   14
                                 ------------       ------------
                                    1,735                1,749

Discontinued Operations:

Coco's

      Company-owned                    138                  139
      Franchised                        38                   38
      Licensed                         294                  298
                                 ------------       ------------
                                       470                  475
Carrows

      Company-owned                    110                  112
      Franchised                        29                   30
                                 ------------       ------------
                                       139                  142
                                 ------------       ------------
                                     2,344                2,366

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

DebtTraders reports that Advantica Restaurant Group's 11.250%
bonds due 2008 (DINE08USR1) are trading between 78 and 80. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DINE08USR1
for real-time bond pricing.


AMERICA SERVICE: Bank Lenders Waive Loan Covenant Violations
------------------------------------------------------------
America Service Group Inc. (NASDAQ:ASGR) announced the financial
results for the fourth quarter and year ended December 31, 2001.

                         Business Update

"During 2001, the Company weathered a difficult year. However,
we have addressed our issues and are beginning our recovery. The
Company's program to upgrade its contract portfolio is
proceeding," commented Michael Catalano, chairman, president and
chief executive officer of America Service Group. "From July 1,
2001, through December 31, 2001, the Company has renewed,
modified or allowed to expire twenty-five contracts and
contracted for approximately $20 million of new business on an
annualized basis. The Company's objectives have been to achieve
reasonable rates, which reflect current healthcare costs, and to
establish risk-sharing models for areas such as pharmacy, off-
site utilization and nursing costs.

"We have strengthened and reorganized our management team,
bringing on Richard Wright as vice chairman of operations and
Michael Taylor as chief financial officer during the fourth
quarter. Their addition complements an already strong management
group.

"Company performance is showing some improvement with debt
levels significantly reduced from the prior quarter, strong same
contract revenue growth for the year and improvements in gross
margins and EBITDA, before nonrecurring charges, for the last
two quarters."

As discussed in the Company's prior quarterly earnings release,
five contracts, with combined third quarter revenues of $30.2
million, accounted for a negative gross margin of approximately
$2.0 million in the third quarter. The Company has executed
amendments that either increase revenues, provide for risk
sharing or provide flexibility of staffing on four of these
contracts. Reflecting improved terms, these five contracts
produced combined fourth quarter negative gross margins of $1.2
million.

During the fourth quarter, the Company conducted a comprehensive
analysis of its portfolio of 145 contracts for the purpose of
identifying loss contracts and developing a contract loss
reserve for succeeding years. Resulting from this review, three
of the five contracts mentioned above, plus an additional two
county contracts, were determined to be loss contracts. These
five contracts accounted for a negative gross margin of $2.5
million during the fourth quarter and were included in a charge
for loss contracts of $18.3 million as of December 31, 2001. The
five contracts covered by the charge have expiration dates
ranging from June 30, 2002 through June 30, 2005. Ninety percent
of the charge relates to the State of Kansas contract, which
expires June 30, 2005, and the City of Philadelphia contract,
which expires June 30, 2004. The remaining liability covers the
State of Maine contract, which expires June 30, 2002, and two
county contracts that expire August 15, 2002 and June 30, 2005.

The Company will continue, in cooperation with clients, to
address the loss circumstances of the five contracts. As a
result of the comprehensive review of all contracts, the Company
does not anticipate further contracts requiring loss reserves.

"The dramatic and continuing rise in healthcare costs has
impacted the correctional healthcare industry, and particularly
our Company, the leading player. Long-term, full-risk contracts,
the prevailing industry standard for large contract awards, can
no longer be supported in the current cost environment. The
charge for loss contracts in 2001 recognizes that reality and
will shape the Company's future contracting strategy," added Mr.
Catalano.

                         Financial Results

Healthcare revenues for the fourth quarter of 2001 were $133.6
million, an increase of 17.7% over the prior year quarter. For
the year ended December 31, 2001, healthcare revenues were
$552.5 million, an increase of 44.6% over the prior year. Same
contract revenues increased 11.1% in 2001, as compared with the
prior year.

Healthcare expenses for the fourth quarter of 2001 were $126.3
million, or 94.6% of revenue, including the impact of the five
loss contracts discussed above. In the prior year quarter,
healthcare expenses were $102.9 million, or 90.7% of revenue.
For the year ended December 31, 2001, healthcare expenses were
$532.7 million, or 96.4% of revenue, as compared to $344.8
million, or 90.3% of revenue, in the prior year. Included in the
full year results for 2001 was a charge of $6.4 million to
healthcare expenses in the second quarter, which was the result
of an increase in reserves for medical claims.

Selling, general and administrative expenses for the fourth
quarter of 2001 were $4.6 million, or 3.5% of revenue. Included
in the results for the quarter was an increase in legal reserves
of $600,000, primarily related to further development of
malpractice cases previously covered by insurance carriers now
in liquidation. In the prior year quarter, selling, general and
administrative expenses were $3.5 million, or 3.1% of revenue.
For the year ended December 31, 2001, selling, general and
administrative expenses were $19.1 million, or 3.5% of revenue,
as compared to $13.8 million, or 3.6% of revenue, in the prior
year. In addition to the $600,000 charge in the fourth quarter
noted above, the Company incurred an additional $1.3 million of
charges to selling, general and administrative expenses from
increases in reserves for legal and malpractice issues in the
second quarter.

EBITDA for the fourth quarter was $3.2 million, as compared with
$7.0 million in the prior year quarter. For the year ended
December 31, 2001, EBITDA was $2.6 million, including the
negative impact of the $6.4 million increase in reserves for
medical claims in the second quarter, as compared with $23.3
million in the prior year. The Company defines EBITDA as
earnings before interest, taxes, depreciation, amortization and
certain non-recurring charges. Considered to be non-recurring
charges for the purposes of calculating EBITDA for 2001 were
$1.9 million of charges to selling, general and administrative
expenses related to increases in reserves for legal and
malpractice issues, $2.6 million of strategic initiative and
severance expenses, $13.2 million of charges related to
impairment of long-lived assets, and the $18.3 million charge
for loss contracts.

As of December 31, 2001, the Company had $16.1 million of gross
deferred tax assets primarily created during 2001 by the various
charges mentioned above. Under accounting rules prescribed by
Financial Accounting Standards Board Statement 109, the Company
established a full valuation allowance related to its gross
deferred tax assets. Assuming the Company achieves sufficient
profitability to realize the deferred income tax assets, the
valuation allowance will be reduced in future years through a
credit to income tax expense.

Primarily as a result of the charge for loss contracts,
establishment of a valuation allowance related to deferred taxes
and the increase in legal reserves, the Company incurred a net
loss of $27.8 million, or $5.12 per diluted share, in the fourth
quarter, as compared with net income of $2.0 million, or $0.38
per diluted share, in the prior year quarter. For the year ended
December 31, 2001, the Company incurred a net loss available to
common shareholders of $45.0 million as compared with net income
available to common shareholders of $7.2 million in the prior
year.

Cash and cash equivalents increased to $10.4 million at December
31, 2001, as compared with $256,000 in the prior year. The
Company has reduced debt levels from $63.0 million at the end of
the third quarter to $58.1 million at December 31, 2001, and
$52.025 million as of the date of this release. Additionally,
the Company has amended its revolving credit facility with its
syndicate of bank lenders, effective March 15, 2002. Among other
changes, this amendment reduces the level of facility commitment
reductions required before ultimate maturity of the facility on
April 1, 2003, waives certain financial covenant violations for
the period ended December 31, 2001, and modifies financial
covenant targets prospectively. If the current credit facility
is still in place at December 31, 2002, the Company must deliver
to the lenders warrants entitling the lenders to acquire either
2.5% or 5% of the fully diluted common stock of the Company. The
amount of the warrants would be based on the facility size at
December 31, 2002.

America Service Group Inc., based in Brentwood, Tennessee, is
the leading provider of correctional healthcare services in the
United States. America Service Group Inc., through its
subsidiaries, provides a wide range of healthcare and pharmacy
programs to government agencies for the medical care of inmates.

America Service Group also reported that its total current
liabilities exceeded its total current assets by close to $4
million at December 31, 2001.


AMERICAN COMMERCIAL: Reaches Debt Workout Pact with Danielson
-------------------------------------------------------------
American Commercial Lines LLC (ACL) and Danielson Holding
Corporation (Amex: DHC) announced the execution of a definitive
recapitalization agreement on March 15, 2002 for the acquisition
of ACL by Danielson.  The holders of more than two thirds of
ACL's outstanding senior notes, substantially all the indirect
preferred and common members of ACL and the management of ACL
have agreed to support the recapitalization plan.  ACL's senior
lenders have executed forbearance agreements pending the
negotiation and execution of definitive documentation relating
to the amendment and restatement of ACL's senior secured credit
facility.

Under the terms of the recapitalization agreement, Danielson
will acquire 100% of the membership interests of American
Commercial Lines Holdings LLC, ACL's parent holding company.  
ACL's present indirect preferred equity holders (that are not
members of ACL management) will receive $7.0 million in cash.
ACL's management will receive approximately $1.7 million of
restricted Danielson common stock.  In addition, Danielson will
deliver $25.0 million in cash, which will be used to reduce
borrowings under ACL's senior credit facility, and approximately
$58.5 million of ACL's outstanding senior notes to ACL Holdings
in connection with the transaction.  The recapitalization is
expected to close in the second quarter of 2002.

The transaction will result in a reduction of ACL's senior
secured bank debt by $25.0 million.  In addition, the parties
will seek to restructure ACL's 10-1/4% senior notes due 2008
through an exchange offer and consent solicitation.  Upon the
successful completion of the exchange offer and consent
solicitation, up to approximately $236.5 million of ACL's
outstanding senior notes (all notes held by parties other than
Danielson) will be exchanged for $120.0 million of new 11-1/4%
cash pay senior notes due

January 1, 2008 and approximately $116.5 million of new 12% pay-
in-kind senior subordinated notes due July 1, 2008.  ACL will
also issue additional new cash pay senior notes in an aggregate
principal amount (not to exceed $20.0 million) equal to the
accrued and unpaid interest on its outstanding senior notes,
other than those held by Danielson, and to the extent that such
accrued and unpaid interest exceeds $20.0 million, additional
pay-in-kind senior subordinated notes in an amount equal to such
excess would be issued in full satisfaction of such accrued and
unpaid interest.

In connection with these transactions, Danielson expects to
effect a $42 million rights offering to its existing security
holders, the proceeds of which will be used to fund Danielson's
cash contribution for the recapitalization and for general
corporate purposes.  Consummation of the recapitalization
agreement is not conditioned on the successful completion of the
rights offering.  Under the terms of the rights offering,
holders of Danielson common stock will be entitled to purchase
additional shares of Danielson's common stock, at a subscription
price of $5.00 per share, up to such holders' pro rata share of
the rights offering.  This announcement does not constitute
notice of the commencement of the rights offering.  Further
information regarding the terms and conditions for the expected
rights offering will be announced prior to the commencement of
the rights offering.

The recapitalization agreement provides that the exchange offer
and consent solicitation will be made in reliance on a
registration exemption provided by Section 3(a)(9) under the
Securities Act of 1933, conditioned on the minimum participation
of 95% of the outstanding principal amount of ACL's outstanding
senior notes, as to which noteholders holding more than two
thirds of the outstanding principal amount of such notes have
agreed to tender.  In the event that the exchange offer and
consent solicitation is not consummated by June 15, 2002, the
recapitalization agreement provides for the implementation of
the recapitalization through a voluntary prepackaged bankruptcy
plan under Chapter 11 of the Bankruptcy Code, as to which
noteholders holding more than two thirds of the outstanding
principal amount of ACL's outstanding senior notes have agreed
to accept.

American Commercial Lines LLC is an integrated marine
transportation and service company operating approximately 5,100
barges and 200 towboats on the inland waterways of North and
South America.  ACL transports more than 70 million tons of
freight annually.  Additionally, ACL operates marine
construction, repair and service facilities and river terminals.

Danielson Holding Corporation is an American Stock Exchange
listed company, engaging in the financial services and specialty
insurance business through its subsidiaries.  Danielson's
charter contains restrictions which prohibit parties from
acquiring 5% or more of Danielson's common stock without its
prior consent.


AMERICAN SKIING: Wooing Lenders to Revise Credit Facility Terms
---------------------------------------------------------------
American Skiing Company (OTC: AESK) announced results for its
second fiscal quarter and six months ended January 27, 2002.

The Company reported that aggressive cost control and
performance enhancements steps taken as part of its previously
announced restructuring program, coupled with additional steps
and refocused marketing programs following the events of
September 11th, bolstered operating performance during the
quarter.  However, these were offset by a late start to the ski
season, particularly in the east, and weakness in the Utah
market resulting from the 2002 Winter Olympics, each of which
yielded weaker year-over-year performance. Following the late
start to the ski season, the Company achieved record results at
Heavenly during the crucial Christmas and New Years period as
well as strong Martin Luther King and Presidents' Day holidays.

"Following the events of September 11th, our resort management
teams did an exceptional job of promoting visitation and
implementing aggressive cost control measures which helped
mitigate the affect on our resort operations," said CEO B.J.
Fair.  "Nationwide call volume and reservation activity
continued to improve since the start of the season, however, a
lack of snowfall and warm temperatures in the east have hampered
a return to last year's levels."

                    Restructuring Plan Update

To date, the Company has completed all the elements of its
previously announced restructuring plan with the exception of
closing the Steamboat resort sale to reduce leverage.  The
Company announced on February 1, 2002 that it had entered into a
definitive agreement to sell the resort to Triple Peaks, LLC, a
consortium of investors led by Tim and Diane Mueller, the owners
of Vermont's Okemo Mountain Resort and operators of Mount
Sunapee Resort in New Hampshire.  The sale remains subject to a
number of contingencies.  The Company anticipates that the sale
will close within the next thirty days.

The Company also reported that, as a result of the slow start to
the ski season and delays in completing the sale of Steamboat,
it was not in compliance with several financial covenants under
its resort credit facility at the end of the quarter.  The
Company has obtained a waiver from its lenders for the financial
covenant defaults as of the second quarter of fiscal 2002.

          Accounting Changes and Non-Recurring Items

During the second quarter and first six months of fiscal 2002,
the Company incurred $0.8 million, and $2.4 million,
respectively, in non-recurring charges related to its previously
announced restructuring program.  All of the non-recurring
charges relate to resort operations except for $0.2 million
associated with real estate operations incurred during the
second quarter of fiscal 2002. During the second quarter of
fiscal 2002, the Company also took an additional $25.5 million
asset impairment charge on Steamboat based on modifications from
preliminary estimates to the final purchase and sale agreement
and delays in completing the sale.  During the first quarter of
fiscal 2002, the Company incurred an $18.7 million non-recurring
charge from the cumulative effect of a change in accounting
principle related to the impairment of goodwill resulting from
the adoption of Statement of Financial Accounting Standards No.
142.  The net loss for the first quarter of fiscal 2001 included
$0.8 million in pre-opening expenses at the Steamboat Grand
Hotel, which opened in October 2000, and a $2.5 million benefit,
net of taxes, from the cumulative effect of a change in
accounting principle related to marking interest rate
derivatives to their market value as a result of the adoption of
Statement of Financial Accounting Standards No. 133.

               Fiscal 2002 Second Quarter Results
               
The net loss available to common shareholders for the second
quarter of fiscal 2002 was $43.5 million compared with a net
loss of $10.4 million for the second fiscal quarter of 2001.  
Excluding non-recurring items, and adjusting for the Company's
previously announced decision not to recognize any tax benefit
or expense, the net loss available to common shareholders for
the second quarter of fiscal 2002 was $17.3 million, compared to
a net loss of $12.6 million, during the second quarter of fiscal
2001.

Total revenues were $121.2 million for the second quarter of
fiscal 2002, compared with $156.3 million for the previous
year's second quarter.  Resort revenue was $108.8 million for
the quarter, compared with $125.5 million in the second quarter
of fiscal 2001.  The decline in resort revenues reflects the
later start to the ski season in fiscal 2002 and the Company's
strategic decision to sell its Sugarbush resort during the first
quarter of fiscal 2002. Adjusting for the sale, resort revenue
for the second quarter of fiscal 2001 would have been $118.8
million.  Real estate revenue from ongoing quartershare sales
was $12.3 million, versus $30.7 million for the same period in
fiscal 2001.  While a decline in real estate revenues was
expected due to the Company's strategy to sell it's remaining
quartershare inventory prior to commencing any new projects,
western real estate sales have been negatively affected by
economic weakness following September 11th and weakness in the
Utah market resulting from the Olympics.  The Company's real
estate revenues in the second quarter of fiscal 2001 were also
positively affected by the delivery of the Steamboat Grand Hotel
in October 2000 and a land sale to Marriott Vacation Club
International.

"We have essentially eliminated our eastern quartershare
inventory as a result of a successful auction at Attitash and
improved sales results at Mount Snow," said CFO Mark Miller.  We
are continuing efforts to reduce our remaining inventory in the
west as quickly as possible.  We have seen gradual improvement
in western real estate sales following the events of September
11th, but sales continue to be weaker than planned."

The Company's total earnings from operations before interest,
income taxes, depreciation, and amortization ("EBITDA"), was a
loss of $7.4 million in the second fiscal quarter of 2002,
compared with earnings of $27.9 million in the same period in
fiscal 2001.  Resort EBITDA for the quarter was a loss of $7.5
million versus earnings of $23.4 million for the previous year's
second quarter.  After adjusting for non-recurring items and
results from Sugarbush, resort EBITDA from core operations was
$18.5 million compared to $22.4 million for the comparable
period in fiscal 2001.  Real estate EBITDA was $0.1 million, or
$0.3 million after adjusting for non-recurring items, compared
with $4.5 million in the second fiscal quarter of 2001 when the
Company benefited from a land sale to Marriott Vacation Club
International.

                    Fiscal 2002 Six Month Results

The net loss available to common shareholders for the six months
ended January 27, 2002 was $109.0 million, compared with a loss
of $34.6 million in the corresponding period of fiscal 2001.  
Excluding non-recurring items in both periods and adjusting for
the decision not to recognize any tax benefit or expense, the
net loss available to common shareholders for the first six
months of fiscal 2002 was $62.4 million versus a net loss of
$50.0 million during the comparable period in fiscal 2001.

Total revenues were $144.3 million for the first six months of
fiscal 2002, compared with $204.4 million for the first six
months of fiscal 2001. Resort revenue was $129.2 million
compared with $146.5 million in fiscal 2001. Excluding results
from Sugarbush, resort revenue was $128.5 million for the first
six months of fiscal 2002 versus $138.6 million in the prior
year.  Real estate revenue was $15.1 million, versus $57.9
million during the same period last year.  The expected decline
in real estate revenues primarily reflects the delivery of the
Steamboat Grand Hotel in October 2000 and a land sale to
Marriott Vacation Club International, which generated $31.8
million and $8.5 million in real estate revenue, respectively,
during the first half of fiscal 2001.

Total EBITDA for the first six months of fiscal 2002 was a loss
of $28.6 million versus earnings of $11.7 million in the
comparable period in fiscal 2001.  Resort EBITDA was a loss of
$27.4 million compared to earnings of $3.5 million last year.  
After adjusting for non-recurring items and results from
Sugarbush, resort EBITDA from core operations was $1.2 million
compared to $4.8 million during the same period in fiscal 2001.  
Real estate EBITDA was a loss of $1.2 million, or a loss of $1.0
million after adjusting for non- recurring items, compared to
earnings of $8.1 million in fiscal 2001.

                    Debt Reclassification

As a result of the slow start to the ski season and delays in
completing the sale of Steamboat, the Company was not in
compliance with several financial covenants under its $156.1
million resort senior credit facility as of the end of the
second quarter of fiscal 2002.  On March 18, 2002, the Company
obtained a waiver from its resort senior lenders that waived the
financial covenant defaults as of the end of its second fiscal
quarter. However, since several of the Company's covenants are
based on a rolling 12 month EBITDA calculation, and therefore
will include results from its recently completed second quarter,
management expects that, based on projected covenant
calculations for the Company's third fiscal quarter which will
end on April 28, 2002, the Company will again be in default
under several financial covenants unless it is successful in
completing the sale of Steamboat and negotiating new covenants
with its lenders.  As a result of these projected covenant
defaults, the Company has reclassified all of its long term debt
as current since most of its debt obligations have cross-default
provisions that will accelerate the maturity of these
obligations unless the default is corrected or waived by the
holder of the obligation.

"We are actively engaged in negotiations with our lenders and
expect to revise the terms of our senior resort credit facility,
in conjunction with the closing of Steamboat, in order to
accommodate ongoing operations consistent with our business
plan," said Fair. "We remain focused on reducing our leverage
and positioning the company for future growth."

In addition, the Company has experienced a significant reduction
in real estate sales activity from the previous year, and its
business plan for the current year, as a result of the events of
September 11th and the related economic slowdown.  Although
conditions have improved in recent weeks, the Company's ability
to meet scheduled amortization requirements under lending
agreements for its real estate subsidiary, American Skiing
Company Resort Properties, Inc. is dependent on completing the
Steamboat transaction prior to March 31, 2002.  The Company also
believes that its hotel development subsidiary, Grand Summit
Resort Properties, Inc., will not be able to meet scheduled
amortization requirements under its lending agreement absent
concessions from lenders.  The Company is engaged in discussions
with its lenders to revise the terms of the agreement.

The Company anticipates that if it is successful in completing a
significant asset sale and restructuring its credit facilities,
and can reasonably expect to remain in compliance with its
covenants based on internally developed forecasts, it will
reclassify the appropriate portion of debt to long term.

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


BERGSTROM CAPITAL: Taps Lipper to Help Seek Business Combination
----------------------------------------------------------------
Bergstrom Capital Corporation (AMEX:BEM) announced that its
Board of Directors has engaged a financial consultant, Lipper
Consulting Services, Inc., to assist it in seeking a tax-free
merger or other business combination with a larger registered
investment company. Any such combination would require a two-
thirds vote of the stockholders.

The Board of Directors has decided to take this action in view
of the relatively small size of the Company and the increasing
expense and effort required to operate it. In addition, members
of the Board, including the Chairman and the President of the
Company, have indicated their desire to pursue other interests.
If an appropriate combination cannot be achieved, the Board will
consider other alternatives, including the liquidation of the
Company.

The Company is a closed-end, non-diversified investment company
whose principal investment objective is long-term capital
appreciation, primarily through investment in equity securities.
The Company's shares are traded on the American Stock Exchange
under the symbol BEM. For further information, contact William
L. McQueen, President of the Company, at 206/676-1148.


BETHLEHEM STEEL: Intends to Reject Two Gas Purchase Contracts
-------------------------------------------------------------
Pursuant to section 365(a) of the Bankruptcy Code, Bethlehem
Steel Corporation and its debtor-affiliates seek the Court's
authority to reject two executory Gas Purchase Contracts
effective March 5, 2002:

   Gas Supplier           Contract Date       Expiration Date
   ------------           -------------       ---------------
   BP Energy Company      October 2000        December 31, 2002
   Conoco Inc.            October 2000        December 31, 2002

George A. Davis, Esq., at Weil, Gotshal & Manges, in New York,
relates that the Debtors entered into several gas purchase
agreement with various suppliers.  According to Mr. Davis, the
Conoco and BP Energy Contracts contain the classic provision of
price hedging, which establishes "ceiling" and "floor" prices to
protect the Debtors from excessive market price fluctuations.

For year 2002, the floor prices for natural gas are set to $3.56
for Conoco and $3.70 for BP Energy, per one million British
thermal units -- "MMBtu".  However, Mr. Davis notes that the
current spot price of natural gas remains below $2.50 and
industry sources predict the average price will remain below $3
this year.

Accordingly, Mr. Davis asserts that the contracts should be
rejected.  The Debtors will save an additional $1 for each MMBtu
purchased from other sources and the Debtors estimate the
savings to reach $8,000,000 with the rejection of the two
contracts.

                         Objections

(1) BP Energy Company

BP Energy asks the Court to clarify that:

  (a) the rejection of the Floor Contract terminates all
      obligations of BP Energy to provide natural gas supply,
      delivery and related services to the Debtors;

  (b) the timing of rejection selected by the Debtors is
      inconsistent with the Bankruptcy Code and case law; and

  (c) all services that BP Energy has been compelled to provide
      or has committed to provide to the Debtors up through the
      date of the order granting the Debtors' Motion are valid
      administrative claims, whether or not those services are
      actually rendered prior to the date of the order granting
      the motion.

Keith H. Wofford, Esq., at Kelley Drye & Warren, in New York
contends that the rejection order must apply to the entire Floor
Contract, including its balancing accommodations, since the
Utility Order, dated October 15, 2001, contains an injunction
that prevents BP Energy from "altering, refusing, or
discontinuing services to or ... discriminating against the
Debtors".

Further, Mr. Wofford contends that the Debtors must be obligated
to pay all obligations that have been incurred in connection
with the Floor Contract prior to March 31, 2002.  Mr. Wofford
insists that BP Energy must be entitled to administrative
expense treatment for all natural gas and services actually
delivered post-petition under the dictates of the Bankruptcy
Court's Utility Order.  Mr. Wofford clarifies that the nature of
the balancing services under the Agreement is that the Debtors
will be able to take natural gas supply from BP Energy through
March 31, 2002, regardless of whether the Debtors have rejected
the Floor Contract.  Mr. Wafford also explains that the BP
Energy's balancing pool agreement with Northern Indiana Public
Service Company only allows participants to be removed twice per
year - April 1 and October 1 of each year.

(2) Conoco, Inc.

Conoco adopts the objections and arguments of BP Energy.

                       Debtors Respond

George A. Davis, Esq., at Weil, Gotshal & Manges LLP, in New
York, contends that the Utility Order does not preclude the
Debtor from rejecting and limiting its liability under
burdensome Utility Supply Contracts.

Also, Mr. Davis argues that the Court should authorize the
Debtors' rejection of the Floor Contract effective March 5, 2002
because there is no statutory requirement similar to section
365(d)(3) or 365(d)(10) requiring the Debtors to comply with its
obligations under an executory contract pending assumption or
rejection of such contract. Mr. Davis notes that the First
Circuit observed that retroactive lease rejection would be
appropriate when the "balance of equities preponderates in favor
of such remediation" and that "retroactive orders are within the
bankruptcy court's sound discretion".

Further, Mr. Davis argues that BP Energy is not entitled to an
administrative expense claim for unwarranted gas deliveries to
the Debtors after March 5, 2002 since the Debtors had already
repeatedly instructed BP Energy not to make any gas deliveries
after March 5, 2002. If Conoco is able to follow such
instructions, Mr. Davis asserts that the Debtors should not be
liable to pay for BP Energy's continued supply of gas after
March 5, 2002.

On the balancing services arrangement, Mr. Davis declares that
the Floor Contract is a separate and independent contract from
the Balancing Services Arrangement, which the Debtors are not
asking for relief. Since the balancing services can only be
removed on April 1, 2002, the Debtors will pay BP Energy in the
ordinary course for any requested balancing services through
March 31, 2002. (Bethlehem Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


BUCKHEAD AMERICA: Fails to Meet Nasdaq SmallCap Listing Criteria
----------------------------------------------------------------
Buckhead America Corporation (Nasdaq: BUCK), a hospitality
services company, said the company recently received letters
from The Nasdaq Stock Market, Inc. to the effect that its shares
failed to meet the Nasdaq SmallCap Market's minimum price
requirement of $1.00 per share for 30 consecutive trading days,
and also that its shares had not maintained a minimum aggregate
market value of publicly held shares of $1.0 million for 30
consecutive trading days.

The Company's shares are subject to delisting unless prior to
June 4, 2002 the aggregate market value of publicly held shares
is $1.0 million or more for a minimum of 10 consecutive trading
days, and prior to August 14, 2002, the shares close at $1.00 or
more for a minimum of 10 consecutive trading days. Nasdaq could
require a longer period of compliance to avoid delisting.

Buckhead America said that if the qualification requirements
have not been met by the specified times, the shares likely will
be delisted, in which case the company's shares may be traded on
the Nasdaq Over-the-Counter Bulletin Board, if a broker-dealer
makes a market in them and requests that they be included, and
subject to other conditions.

Buckhead America common shares trade on the Nasdaq SmallCap
Market under the stock symbol "BUCK."


BURLINGTON: Committee Gains OK to Hire BDO Seidman as Advisors
--------------------------------------------------------------
Judge Newsome authorizes the Official Committee of Unsecured
Creditors, in the chapter 11 cases of Burlington Industries,
Inc., and its debtor-affiliates, to employ and retain BDO
Seidman as its financial advisor.  However, instead of the
requested effective date of November 30, 2001, the Court rules
that BDO Seidman's retention is effective nunc pro tunc to
January 23, 2002.

Thus, BDO Seidman will assist the Committee in:

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

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

  (iii) analyzing the financial ramifications of proposed
        transactions for which the Debtors seek Bankruptcy Court
        approval including, but not limited to, DIP financing,
        assumption/rejection of leases, management compensation
        and/or retention plans;

   (iv) analyzing the Debtors' internally prepared financial
        statements and related documentation, including store
        level operating results, in order to evaluate the
        performance of the Debtors as compared to its projected
        results;

    (v) attend and advise at meetings with the Committee, its
        counsel and representatives of the Debtors;

   (vi) assist and advise the Committee and its counsel in the
        development, evaluation and documentation of any plans
        of reorganization or strategic transactions, including
        developing, structuring and negotiating the terms and
        conditions of potential plans or strategic transactions
        and the value of consideration that is to be provided to
        unsecured creditors;

  (vii) render expert testimony on behalf of the Committee; and,

(viii) provide such other services, as requested by the
        Committee and agreed to be BDO Seidman.

Additionally, BDO Seidman will bill for services at its
customary hourly rates:

         Professionals                  Rates
         -------------                  -----
         Partners                       $330 - $600
         Senior Managers                 215 -  480
         Managers                        195 -  330
         Seniors                         140 -  245
         Staff                            90 -  185
(Burlington Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

                              *   *   *

DebtTraders reports that Burlington Industries' 7.250% bonds due
2005 (BRLG05USR1) are trading between 12 and 14. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BRLG05USR1
for real-time bond pricing.


CABLE DESIGN TECH: S&P Lowers Credit Rating One Notch to BB
-----------------------------------------------------------
On March 14, 2002, Standard & Poor's lowered the corporate
credit rating on Cable Design Technologies Corp. to 'BB' from
'BB+'. At the same time, Standard & Poor's assigned a 'BB'
rating to CDT's $200 million unsecured credit facility, which
expires in January 2005. Also, Standard & Poor's removed its
outstanding ratings on CDT from Credit Watch where they were
placed on February 1, 2002. Rating outlook is stable.

CDT's senior credit facility is rated the same as the corporate
credit rating because it is unsecured. The rating action
reflects continued profitability pressures stemming primarily
from the severe downturn in demand from telecommunication end
markets. Since the facility is unsecured, the bankers will fare
the same as other senior unsecured creditors in the event of
default.

Pittsburgh, Philadelphia-based CDT manufacturers cable and wire
products for various end markets including networking,
telecommunications, industrials. CDT's profitability and debt
protection measures have been negatively affected by the
downturn in investment spending by telecommunications service
providers. This segment fell to 17% from 37% of CDT's total
revenues in the January quarter of 2001. Also, segment margins
dropped to 8% from 21% for the two quarters ending in January of
fiscal 2001. Cost cutting measures in the telecommunications
segment are helping to offset gross margin pressures. However,
telecom segment profitability is likely to remain constrained
for at least the next several quarters, particularly as the
RBOCs continue to revise their capital expenditure plans
downward.

Ratings support is provided by CDT's moderate debt burden and
positions in industrial and networking end markets, which
currently provide more than 80% of CDT's total revenues. These
relatively stable revenue streams and margins help to offset
pressures from the telecommunication segment.

The industrial segment serves end markets such as automotive and
aerospace which, despite mild cyclicality, provide a solid base
of revenue. Here competition is dispersed and CDT has long-
standing customer relationships. In the networking area, despite
some aggressive pricing moves by competitors, revenues and
margins have fallen far less than in the telecommunication
segment.

Profitability is likely to remain constrained for at least the
next several quarters. However, the worst of the margin
deterioration is probably behind the company. CDT's moderate
debt burden should support the rating during the upcoming period
of depressed profitability.

                    Financial Details

Total debt-to-EBITDA has increased to 3.5 times for the two
quarters ended January 2002 from 1.3x in fiscal 2001. The
increase reflects depressed EBITDA levels. Debt-to-EBITDA will
recover in part as profitability gradually recovers. Annualized
EBITDA fell to $42 million for the two quarters ended January
2002 from $98 million in fiscal 2001. Cost reduction actions
taken by the company, including headcount reduction and
consolidations, will help alleviate gross margin pressures. The
company has a track record as a moderate generator of free cash
flow and has paid down debt, reducing total debt outstanding to
$148 million currently from $229 million in fiscal 1999.


CELLPOINT: Signs-Up Cofima Finanz to Arrange Long-Term Financing
----------------------------------------------------------------
CellPoint Inc. (Nasdaq: CLPT), a global provider of mobile
location software technology and platforms, has entered into an
agreement with a Swiss group, Cofima Finanz AG, to arrange
institutional financing for long-term funding.

This contract is subject to the successful completion of the
financial restructuring outlined last week. Once this is done,
and their due diligence on CellPoint is completed, the
institutional brokers advise that the first tranche of funding
should be closed in a very short time.

The Company has been in discussions with Cofima for six months,
but only with the current financial restructuring and the
subsequent improvement to the balance sheet in process could an
agreement be struck in February and the formal due diligence
process launched. "The preparations for this contract were made
prior to the recent agreements with Castle Creek and other debt
holders, and once executed, should put an end to the Company's
financing needs," said Peter Henricsson, Chairman and CEO. "The
contract is not an underwritten offering but rather an agreement
to secure institutional funding done on a 'best-efforts' basis.
Cofima has an excellent track record, including prior financing
work with CellPoint's corporate legal counsel, and since they
have long-term knowledge of CellPoint, we are optimistic that
together we will secure the working capital for the Company for
at least the next year."

CellPoint's technical advantage and leading market position has
never been in question, but the improved balance sheet resulting
from a financial restructuring has been a prerequisite for any
institutional investments. With a much-improved balance sheet
that returns focus to the commercial business opportunities in
the emerging mobile location services market, CellPoint is now
in a position to attract institutional investors.

In addition to the contract with the Swiss institutional
brokers, the Company is continuing to work very closely with its
investment bankers, Gerard Klauer Mattison, on strategic
alliances and is in discussions with several established
companies for potential partnership in the US wireless
marketplace.

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    


CELLPOINT: Jay Rynning Nudges-Off Henricsson as Board Chairman
--------------------------------------------------------------
CellPoint Inc. (Nasdaq: CLPT), a global provider of mobile
location software technology and platforms, announces changes to
its Board of Directors. Jan Rynning, a director since October
2001, will replace Peter Henricsson as Chairman of the Board.  
Mr. Rynning is a Swedish lawyer, specializing in company
reconstructions and has extensive experience in working as a
board member in turn-around situations. Mr. Henricsson, who has
been the Chairman and CEO since inception in 1997, will continue
as a working board member full time and concentrate his work
over the next period on the Swiss financing and new strategic
partners. Stephen Childs, President of CellPoint, will take on
the role as Chief Executive Officer. Mr. Childs has been a
member of the board of CellPoint since May 2000 and the
President since October 2001.

The Company has had discussions with a few potential board
members that are prepared to join the board after the
restructuring and new financing are completed. Henrik Andersson,
the founder and former head of Stockholm Bors Information (SBI),
the second Swedish Stock Exchange, has accepted to join the
board. "It is a privilege if I can be able to lend support to
CellPoint," said Andersson.

Jan Rynning said, "During my time on the CellPoint board, I have
become convinced that the Company is fundamentally sound and
that the technology and products are excellent. We also firmly
believe that the customers will start placing orders this spring
for these types of location platforms. The balance sheet and
debt structure, however, have been an obstacle to getting the
needed capital to make our customers feel comfortable to place
orders with us. When the financial restructuring is complete, I
am convinced that CellPoint will have a very bright future and
will provide an excellent return to its stockholders."

Peter Henricsson concluded, "Jan Rynning, with his experience,
will be a strong Chairman to take the lead through this final
transition stage. While the past year has been a tremendous
struggle for everyone, the board determined it was best to
initiate these changes now as CellPoint rebuilds for a promising
future. Our balance sheet now has $5.5 million of the prior debt
converted to equity with the remaining $5.5 million debt pushed
out two years. We are working with a strong financial partner
out of Europe and have good strategic opportunities in the North
American market. CellPoint is reemerging as a tough company,
lean and focused with outstanding technology and a highly
competent team of passionate and dedicated staff."

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


CHESTER HOLDINGS: Names Three New Members to Board of Directors
---------------------------------------------------------------
Chester Holdings, Ltd. (Pink Sheets: CHES) announced that it has
appointed three new members to its Board of Directors as part of
the recently announced acquisition of Red Mountain Energy, Inc.
of Scottsdale, Arizona.

Michael O'Shea, President of Chester, commented, "I am pleased
to announce the addition of the new Board Members and look
forward to working with them in the development of a
reorganization plan for the Company. All three new members have
extensive experience in their respective fields and are
committed to helping the Company achieve its new business plan."

The new Board members are:

     Stephen L. Thomas - Stephen has been Managing Director of
Red Mountain Energy, Inc. since January 2000. Since 1978 Stephen
has held positions as Senior Geologist, Exploration Manager and
Managing Director of numerous public and private exploration
companies including Austin Oil N.L., Phoenix Oil & Gas,
Australian Mineral Sands and Marvel Petroleum. He holds degrees
in Geophysics and Geology from University College Cardiff South
Wales.

     Edward Zulaica - Ed holds a degree in Finance from the
University of Southern California and a degree in Finance and
Accounting from the American Graduate School for International
Management. He has extensive experience in international
finance, business development and securities. Ed has held senior
management positions with Merrill Lynch Capital Markets,
Republic National Bank - Singapore, and Shearson Lehman Brothers
- Singapore.

     William Wieringa - Bill resides in Australia where he has
had more than 40 years experience in the Asia Pacific region. He
has held senior positions with some of the largest insurance
companies in Australia and was responsible for numerous business
development projects in the region. Bill has years of in depth
experience in the development and operation of business which
will be of tremendous value to Chester/Red Mountain as the
companies begin their reorganization plan.

Stephen Thomas said, "I am delighted to join the Board of
Directors and I look forward to working with the other members
to reorganize Chester and begin working on some very promising
projects that Red Mountain will announce shortly in the US and
Australia."

As recently announced, Chester Holdings has filed a Chapter 11
Bankruptcy as part of a plan to reorganize the structure of the
Company. A First Meeting of Creditors has been set for April 5,
2002 and it is anticipated that a hearing to confirm the Plan
could occur within 30 days of that meeting.


CHIQUITA BRANDS: Emerges from Prepack. Chapter 11 Reorganization
----------------------------------------------------------------
Chiquita Brands International, Inc. announced that it has
emerged from its Pre-Arranged Chapter 11 restructuring as a
healthy company with a solid financial structure. Yesterday, the
Company's Plan of Reorganization went into effect, only 111 days
after its filing. The Plan had received overwhelming approval
from all classes of the Company's security holders and had been
confirmed by the Court on March 8.

Under the Plan, the Company is issuing 40 million shares of new
common stock, 13.3 million warrants for the purchase of new
common stock, and $250 million of new 10.56% Senior Notes, all
of which will begin trading on the New York Stock Exchange
today, March 20. As stipulated in the Plan, Chiquita's new
securities replace all prior public debt and equity securities
issued by the Company. The Plan put into effect has reduced the
Company's debt and accrued interest by more than $700 million
and its annual interest expense by about $60 million. Chiquita's
other creditors and its assets, strategy and ongoing operations
have been unaffected by the Chapter 11 process.

Holders of Chiquita's old senior notes and preferred stock will
receive their new Chiquita securities shortly. Holders of
Chiquita's old subordinated debentures and common stock will
need to submit their old certificates with a letter of
transmittal in order to receive their new securities. The  
company will begin sending letter of transmittal forms to these
holders tomorrow.

Further information about the terms of the Pre-Arranged Chapter
11 Plan of Reorganization can be found on the Company's Web site
at http://www.chiquita.comor at http://www.bmccorp.net

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


COMDISCO INC: Committee Balks At Fee Review Panel Appointments
--------------------------------------------------------------
The Official Committee of Unsecured Creditors disputes Comdisco,
Inc. and its debtor-affiliates' emergency motion to establish a
Joint Fee Review Committee.

Michael S. Leib, Esq., at Latham & Watkins, in Chicago,
Illinois, relates that the Committee disagrees with the Debtors'
proposal to have three additional persons serving as ex officio
members of the Fee Review Committee.  "These representatives
have a conflict of interest with the goals of the Fee Review
Committee and are not necessary to the function of the Committee
which, unnecessarily increases the fees charged to the Debtors'
estates," Mr. Leib asserts.

Mr. Leib further explains that one of the functions of the Fee
Review Committee will be to review compensation and expense
reimbursement requests.  "These fee requests that the Fee Review
Committee will review includes requests from lead counsel to the
Debtors, lead counsel to the Creditors' Committee and lead
counsel to the Official Equity Committee," Mr. Leib adds.  Thus,
it is a clear conflict of interest to appoint members to the Fee
Review Committee, which are lawyers from the same firms as that
of the Debtors' counsel, the Creditors' counsel or the Equity
Committee's counsel.

Mr. Leib states that although it was stated in the motion that
ex officio members of the Fee Review Committee would not have
voting rights, the presence of these members on the Committee
would compromise:

    (i) the independence of the Fee Review Committee;

   (ii) the Fee Review Committee's ability to carefully review
        applications; and

  (iii) the Fee Review Committee's ability to challenge those
        applications as deemed appropriate.

Furthermore, Mr. Leib believes that the inclusion of three
additional lawyers who would charge fees for the time they serve
as non-voting members on the Fee Review Committee would be
wasteful.  Mr. Leib states that the business representatives of
the Debtors, the Creditors' Committee and the Official Equity
Committee are sophisticated business people, many of who have
extensive experience with bankruptcies.  "Their expertise in
conjunction with the assistance of the U.S. Trustee's Office is
sufficient to review such applications," Mr. Leib says.

Therefore, the Creditors' Committee asks the Court to deny the
Debtors' motion to the extent it calls for representatives of
lead counsel to the Debtors, the Creditors' Committee and the
Official Equity Committee to serve as ex officio members of the
Fee Review Committee. (Comdisco Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


CONSECO FINANCE: Fitch Takes Rating Actions on Various Deals
------------------------------------------------------------
On February 5, 2002, Fitch Ratings announced that it had
undertaken a review of all Conseco Finance Corp structured
finance transactions which included those backed by manufactured
housing loans (MH), home equity loans (HE), home improvement
loans (HI), recreational vehicle (RV) loans, truck loans, dealer
floorplan loans, equipment lease and credit card receivables.
Due to the sheer size of CFC's total structured finance
portfolio and the different analysis required to review each
asset, the results of the review of the various portfolios are
being announced in two separate press releases. This release
covers the company's MH and HE/HI securitizations.

Fitch's rating actions reflect the performance trends of both
the MH and HE portfolios, the quality of the current and
expected servicing, and the deterioration in credit quality of
CFC which was downgraded to 'CCC' on November 21, 2001. The
majority of the rating actions taken are concentrated in the MH
portfolio. The sheer size of the $28 billion MH portfolio, the
difficult environment in this industry, and the challenges
associated with servicing this unique asset make these
transactions particularly vulnerable.

The review has resulted in the downgrade of 48 MH bonds and 26
HE/HI bonds plus 8 MH bonds are being placed on Rating Watch
Negative. A number of the securities (B-2's) are enhanced by a
limited guarantee from CFC. The ratings on these securities
typically reflect the ability of CFC to make payments under the
limited guarantee. While these securities are also supported by
monthly excess interest, and in some cases, over-
collateralization (O/C), Fitch's review determined that, with
the exception of 4 HE deals and 7 MH deals, this additional
credit support was not sufficient to support a rating above the
'CCC' rating of CFC. These securities are now rated 'CCC'.

Fitch's analysis consisted of a review of the current and
anticipated credit enhancement levels needed for each
transaction, as well as additional factors associated with each
distinct asset. The manufactured housing pools have displayed a
relatively high level of delinquencies and Fitch is particularly
concerned with the level of repossession inventory. Recovery
rates in manufactured housing are already under significant
pressure due to an oversupply of both new and repossessed homes
in the market place.

The reliance upon a dealer based network in order to obtain
adequate recovery rates on liquidations is particularly
concerning. CFC has indicated that it intends to continue to
originate new loans, thereby keeping its relationship with the
dealer-based network unchanged. If CFC were no longer funding
new originations, thus severing its relationships, recovery
rates would be lower than they are currently. In addition, since
there is currently a high level of repossessed homes in the
market place, CFC provides a large percentage of loans to
borrowers to purchase repossessions (aka repo refis). Without a
dealer based origination channel in place, repo refis would not
be available as an option by CFC and loss levels could increase
dramatically. For example, CFC's recovery rates have been
running at approximately 43%, however rates observed for
entities with no origination platform are approximately 20%.
Further, CFC's recent exit from the MH inventory finance
business (dealer floorplan loans) causes additional concerns
since providing financing to both MH dealers as well as
individual borrowers has been a noted strength for the company
in the past. The lack of these retail/inventory finance tie-ins
could create additional pressure for the company with regard to
re-marketing repossessions.

On January 17 & 18, 2002, Fitch conducted an onsite review of
both the HE and MH servicing operations. Fitch found that
despite the financial concerns surrounding CFC, the servicing
platform continues to operate without significant changes to the
servicing functions being performed and the level of staffing.

The MH servicing operation uses certain loan workout options,
which include deferrals, default transfer of equities (DTOE),
forbearances and extensions. All of these options may cause
delinquent loans to be coded as current when they are in fact
delinquent under the original loan contract. This practice may
portray more favorable delinquencies than is actually the case.
Furthermore, the use by CFC of rate modifications (a reduction
in a loan's current interest rate) as a loan workout option for
its MH portfolio will cause a decrease of monthly excess
interest which is a form of credit enhancement in the
securitized transactions.

Most of these workout options were incorporated into the MH
servicing process over the past year. A few of these practices
have been used for quite some time, however, only on a limited
number of loans. While these practices are concerning, their
potential impact on the transactions has not been fully
realized. This is due to the newness of these practices and/or
the limited use of these methods in the past. Therefore
historical information is not available to be fully incorporated
into our analysis. Fitch will continue to monitor CFC's usage of
these practices, particularly with regard to level of usage as a
percent of the entire portfolio.

While the rating actions reflect current performance the risks
mentioned above will continue to be reviewed for possible future
effects on the transactions. In addition to monitoring portfolio
performance Fitch will continue to follow the financial
condition of CFC and take appropriate rating action as
conditions warrant.

     The review has resulted in the following rating actions:

          The following limited guarantee classes (B-2's)
                are downgraded to 'CCC' from 'B'.

        Green Tree Financial Corp. and Conseco Finance Corp.      
     manufactured housing contracts pass-through certificates:

     Series 1994-3, Series 1994-5, Series 1994-6, Series 1994-7,           
     Series 1994-8, Series 1995-1, Series 1995-2, Series 1995-3,      
     Series 1995-4, Series 1995-5, Series 1995-6, Series 1995-7,
     Series 1995-8, Series 1995-9, Series 1995-10, Series 1996-  
     1, Series 1996-2, Series 1996-3, Series 1996-4, Series
     1996-5, Series 1996-6, Series 1996-7, Series 1996-8, Series
     1996-9, Series 1996-10, Series 1997-1, Series 1997-2,
     Series 1997-3, Series 1997-4, Series 1997-5, Series 1997-6,
     Series 1997-8, Series 1998-1, Series 1998-3, Series 1998-4,           
     Series 1998-6, Series 1998-7, Series 1999-1, Series 1999-2,      
     Series 1999-3, Series 1999-4, Series 1999-5.

        Green Tree Financial Corp. and Conseco Finance Corp.
                 home equity loan certificates:

     Series 1996-C, Series 1996-D, Series 1996-F, Series 1997-A,      
     Series 1997-B, Series 1997-C, Series 1997-D, Series 1997-E,
     Series 1998-B, Series 1998-C, Series 1998-D, Series 1998-E,
     Series 1999-C, Series 1999-D.

         Green Tree Financial Corp. and Conseco Finance Corp.
               home improvement loan certificates:

     Series 1996-C, Series 1996-D, Series 1996-F, Series 1997-A,      
     Series 1997-C, Series 1997-D, Series 1997-E, Series 1998-B,
     Series 1998-D, Series 1998-E, Series 1999-E.

  -- Series 1996-E, class CERTS, downgraded to 'CCC ' from 'B'.

Additionally, the following rating actions have been taken:

       Green Tree Financial Corp. and Conseco Finance Corp.      
     manufactured housing contracts pass-through certificates:

  -- Series 1999-2, class B-1, downgraded to 'BBB-' from 'BBB'
     and placed on Ratings Watch Negative;

  -- Series 1999-3, class B-1, downgraded to 'BBB-' from 'BBB'
     and placed on Ratings Watch Negative;

  -- Series 1999-4, class B-1, downgraded to 'BBB-' from 'BBB'
     and placed on Ratings Watch Negative;

  -- Series 1999-5, class B-1, downgraded to 'BBB-' from 'BBB'
     and placed on Ratings Watch Negative;

  -- Series 2000-1, class B-1, downgraded to 'BBB-' from 'BBB'
     and placed on Ratings Watch Negative;

  -- Series 2000-1, class B-2, downgraded to 'B-' from 'BB-' and
     placed on Ratings Watch Negative;

  -- Series 1997-1, class B-1, rating 'BBB+' placed on Ratings
     Watch Negative;

  -- Series 1997-2, class B-1, rating 'BBB+' placed on Ratings
     Watch Negative;

  -- Series 1997-3, class B-1, rating 'BBB+' placed on Ratings
     Watch Negative;

  -- Series 1998-3, class B-1, rating 'BBB+' placed on Ratings
     Watch Negative;

  -- Series 1998-4, class B-1, rating 'BBB' placed on Ratings
     Watch Negative;

  -- Series 1998-6, class B-1, rating 'BBB' placed on Ratings
     Watch Negative;

  -- Series 1998-7, class B-1, rating 'BBB' placed on Ratings
     Watch Negative;

  -- Series 1999-1, class B-1, rating 'BBB' placed on Ratings
     Watch Negative.


CONSECO FINANCE: S&P Affirms B- Ratings over Liquidity Pressure
---------------------------------------------------------------
On March 7, 2002, Standard & Poor's affirmed its 'B-' ratings on
Conseco Finance Corp., the specialty finance subsidiary of
Carmel, Indiana-based Conseco, Inc., and removed the ratings
from CreditWatch, where they were placed on December 11, 2001.

The initial CreditWatch placement reflected concerns that
Conseco Finance would be hard pressed to meet the 2002
maturities of several debt issues rated by Standard & Poor's.
Since this time, the finance company and its parent have
succeeded in raising a significant amount of cash through asset
sales and other measures to redeem at full face value all rated
unsecured debt of the finance company coming due this year.

                         Outlook

The company continues to face a number of challenges. Even if
the U.S. economy has already entered recovery, the negative
effects of the recession, including higher unemployment, are
expected to linger. Therefore, asset quality problems could
actually increase over the short term, complicating management's
efforts to establish the company on a more stable financial
footing.


CONSECO INC: S&P Affirms Low-B Ratings After Bond Exchange Deal
---------------------------------------------------------------
Standard & Poor's said that it affirmed its single-'B' long-term
and short-term counterparty credit and senior debt ratings on
Conseco Inc. and its double-'B'-plus counterparty credit rating
on Conseco's insurance subsidiaries following the company's
announcement of a proposed bond exchange. More than $4 billion
in debt is affected. The outlook is revised to negative from
stable.

Standard & Poor's also said it anticipates that any senior
securities issued by Carmel, Indiana-based Conseco Inc. and
guaranteed by CIHC Inc. would receive a rating of single-'B'.

"Standard & Poor's believes Conseco's management will experience
increased pressure to maximize cash flow from the insurance
operations for the benefit of the parent company and to the
potential detriment of the policyholders," said credit analyst
Jaydan Dhru. This is evident from the continued payment of
trust-preferred dividends even though the terms of those
securities permit the company to defer such dividends.

"The ratings on all of the Conseco entities assume a clean
opinion from the auditors. Should this not be the case, Standard
& Poor's will reassess all the ratings," Mr. Dhru said.

While the proposed debt refinancing benefits the overall credit
profile of Conseco, Standard & Poor's believes that this action
signals continuing pressure on the company to seek additional
sources of cash which may, in turn, place further reliance on
the remaining insurance operations for parental support. This
could place further strain on the remaining insurance company
policyholders. The proposed bond exchange provides some marginal
subordination of the interests of the holders of the old bonds
relative to the bank lines and the new bondholders, but such
subordination is viewed as not material enough to warrant a
rating differential between the old and new classes, especially
at this rating level.

Standard & Poor's continues to monitor Conseco's insurance
operations as well as the parent company's progress in reducing
debt and generating additional cash flow. Conseco has made
considerable progress in reducing debt during the past 18
months, largely through the sale of nonstrategic assets.
However, there is the expectation that the current economy will
place continued pressure on Conseco to generate additional cash
to reduce debt further and that the insurance operations may be
an increasingly important source for such cash. This potential
pressure on the insurance operations is the major reason for
changing the outlook to negative. Standard & Poor's assessment
of the potential rating for the senior securities to be issued
as a part of the bond exchange assumes the underlying credit
factors remain unchanged and that structurally, the securities
will not be different from existing securities, except as noted
in Conseco's announcement of March 18th.

Financial leverage, interest coverage, operating earnings, and
operating cash flow remain in line with Standard & Poor's
previous expectations. Nevertheless, asset sales and other
capital market transactions may be necessary for the parent to
continue to meet its debt-reduction objectives. Standard &
Poor's continues to believe that these subsidiaries maintain an
appropriate level of capitalization and a good level of
liquidity.

DebtTraders reports that Conseco Inc.'s 10.750% bonds due 2008
(CNC08USR1) are being quoted at a price of 50. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for  
real-time bond pricing.


CONSECO: Fitch Keeping Watch on Ratings after Debt Exchange Deal
----------------------------------------------------------------
Fitch Ratings has placed all its Conseco-related corporate
ratings on Rating Watch Negative. This action reflects the
announcement that Conseco is offering a debt exchange for
substantially all of its public debt issues. Upon completion,
Fitch expects to downgrade the existing senior debt to reflect
its structural subordination to the new notes. Resolution of
Rating Watch on other entities and securities is dependent on
Conseco entities receiving unqualified audit opinions, and
Fitch's review of Conseco's and Conseco Finance's 10K filings.
If Conseco or Conseco Finance receives a qualified audit
opinion, Fitch may lower all Conseco-related corporate ratings.
The new senior debt securities will have the same terms as the
existing senior debt except for a maturity extension and a
guarantee. Depending on the individual security, the new notes
will extend maturities by one year to two-and-a-half years. The
new debt will have a subordinated guarantee from CIHC,
Incorporated. CIHC, Incorporated is the holding company for
Conseco's insurance and finance operations.

Fitch does not view this offering as a distressed debt exchange.
Provisions of the offering that support this conclusion are the
par-for-par exchange, no minimum participation required, and no
amendments to covenants.

In 2002, Conseco's and Conseco Finance's debt maturities exceed
expected cash flow from operations and cash on hand by
approximately $350 million. The company is currently pursuing
cash raising alternatives such as assets sales, reinsurance and
refinancing to meet these maturities. Fitch believes these
efforts will be challenging given the difficult economic
environment and the company's limited financial flexibility.
Fitch will continue to monitor progress on these initiatives.

                         Conseco Inc.

          Long-term rating 'B-', Rating Watch Negative;
          Senior debt rating 'B-', Rating Watch Negative;
          Short-term rating 'B', Rating Watch Negative;
          Commercial paper rating 'B', Rating Watch Negative.

                  Conseco Financing Trust I-VII

     Preferred securities ratings 'CCC', Rating Watch Negative.

                       Conseco Finance Corp.

          Long-term rating 'CCC', Rating Watch Negative;
          Short-term rating 'C', Rating Watch Negative.

     Bankers Life & Casualty Company Conseco Annuity Assurance      
     Company Conseco Direct Life Insurance Company Conseco
     Health Insurance Company Conseco Life Insurance Company
     Conseco Life Insurance Company of New York Conseco Medical
     Insurance Company Conseco Senior Health Insurance Company
     Conseco Variable Insurance Company Manhattan National Life
     Insurance Company Pioneer Life Insurance Company

      Insurer financial strength 'BBB-', Rating Watch Negative.

DebtTraders reports that Conseco Inc.'s 10.500% bonds due 2004
(CNC04USR2) are trading between 54 and 56. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC04USR2for  
real-time bond pricing.


CONSOLIDATED VAN: CDNX Delists Shares Effective March 15, 2002
--------------------------------------------------------------
Effective at the close of business March 15, 2002, the common
shares of Consolidated Van Anda Gold Ltd. was delisted from CDNX
for failing to maintain Exchange Listing Requirements.

The securities of the Company have been suspended in excess of
twelve months.


CONSUMERS FIN'L: Allows Investors to Acquire Controlling Stake
--------------------------------------------------------------
Consumers Financial Corporation announced that it has entered
into an Option Agreement with CFC Partners, Ltd., a New York-
based investor group, which will permit the Investor Group to
acquire a 51% interest in the Company's common stock through the
issuance of new shares.

In August 2001, the Company's Board of Directors determined that
it would consider a transaction of this type in lieu of the Plan
of Liquidation and Dissolution approved by the shareholders in
March 1998, because it has the potential to produce future value
for the common shareholders, who are projected to receive
nothing in a liquidation.

The Board also concluded that, in proceeding with this approach,
the Company's preferred shareholders should be protected by
offering such shareholders the option, prior to the change in
control, of tendering their shares in exchange for cash or
continuing to hold the shares.

Following the issuance of the new common shares, the Investor
Group has indicated its intention to merge or otherwise combine
certain existing and start-up businesses into the Company.

These businesses, in which the Investor Group has indicated it
has a significant position, initially include (i) a company that
will provide international long distance telephone services to
government, corporate and residential customers at discounted
prices, (ii) a company which provides services that enable its
customers to deploy and migrate to E-business portals and E-
marketplaces and (iii) a company that will offer business to
business online financial services.

Under the terms of the Option Agreement, the Investor Group has
15 business days from completion of the planned tender offer to
the preferred shareholders to exercise the option to acquire the
Company's common shares. The Investor Group will pay $108,000 in
cash for the new shares.

In order to proceed with the tender offer to the preferred
shareholders, the Company must first complete either the sale or
liquidation of its insurance company subsidiary. Virtually all
of the net assets of the Company are held by the subsidiary, and
those assets cannot be withdrawn under Delaware Insurance Laws
until the subsidiary is sold or liquidated.

In that regard, the Company recently signed an agreement to sell
the subsidiary. The completion of that transaction is subject to
the approval of the Delaware Insurance Department which is now
reviewing the purchaser's request for a change in control.

In the event the Investor Group elects not to exercise its
option to acquire control of the Company, the Board of Directors
intends to continue with the liquidation and dissolution of the
Company.


DOE RUN: S&P Drops Ratings to D After Missed Interest Payment
-------------------------------------------------------------
On March 18, 2002, Standard & Poor's lowered its ratings on Doe
Run Resources Corp. to 'D' and removed them from CreditWatch.
The action followed the company's announcement that it missed
its scheduled interest payments. Doe Run is in discussions with
lenders to restructuring its debt.


EGAMES INC: Brings-In Stockton Bates as Principal Accountants
-------------------------------------------------------------
On March 1, 2002, the Audit Committee of eGames, Inc.
unanimously approved the engagement of Stockton Bates, LLP as
the Company's principal accountant to audit the Company's
financial statements for the fiscal year ending June 30, 2002
and to review the Company's interim financial statements. The
Company's previous certifying accountant, KPMG LLP, resigned on
February 19, 2002,

eGames, Inc., markets "Family Friendly" video games that are
easy to use and nonviolent. Its titles, like Spooky Castle and
MahJongg Master, typically sell for less than $15 and are
marketed under brand names including Galaxy of Games, Galaxy of
Home Office Help, and Game Master Series. In North America,
eGames sells its games through national retail chains like
CompUSA and Toys "R" Us. Its products are sold in nearly 30
countries. To establish its name in the game market, eGames also
markets its products through the Internet and through point-of-
sale displays.

As reported in Troubled Company Reporter (March 4, 2002
edition), the company announced that KPMG's audit report on the
Company's consolidated financial statements as of and for the
fiscal  years ended June 30, 2001 and June 30, 2000 did not
contain an adverse opinion or a disclaimer of opinion, nor was
it qualified or modified as to uncertainty, audit scope or
accounting principles, except as follows: KPMG's audit report on
the Company's consolidated financial statements as of June 30,
2001 and for the years ended June 30, 2001 and 2000 included
this paragraph:

        "The accompanying consolidated financial statements have
     been prepared assuming that the Company will continue as a
     going concern.  As discussed in Note 1 to the consolidated
     financial statements,  the Company has working capital and
     stockholders' deficits at June 30, 2001, suffered a net
     loss,  incurred negative cash flows from operations for the
     year ended June 30, 2001, and no longer has a credit
     facility available for future borrowings. These matters
     raise substantial doubt about the Company's ability to
     continue as a going concern.  *   *   *   The consolidated
     financial statements do not include any adjustments
     that might result from the outcome of this uncertainty."

KPMG advised the Company that, in connection with KPMG's audit
of the Company's consolidated financial statements for the year
ended June 30, 2001, KPMG had noted a matter involving the
Company's internal control procedures and its operation that
KPMG considered to be a reportable condition of a material
weakness under standards established by the American Institute
of Certified Public Accountants. KPMG advised the Audit
Committee that the Company did not have sufficient internal
controls in place to ensure that shipments with FOB destination
shipping terms were recognized as revenue only after the
customer had received these shipments. KPMG advised the Audit
Committee of the foregoing in a letter to the Audit Committee
dated February 11, 2002, although KPMG had previously
communicated this issue to the Audit Committee prior to the date
of the letter. The Company's says its management has implemented
the procedures recommended by KPMG in its February 11, 2002
letter, to obtain the requisite proof of delivery documentation
for product shipments made during approximately the last two
weeks of a reporting period, in order to enable the Company to
comply with accounting principles generally accepted in the
United States of America. The Company has authorized KPMG to
respond fully to the inquiries of any successor auditor
concerning this matter.


EMMIS COMMS: Wachovia Corporation Discloses 7.83% Equity Stake
--------------------------------------------------------------
Wachovia Corporation has reported ownership of 225,000 shares of
the common stock of Emmis Communications Corporation,
representing 7.83% of the outstanding common stock of Emmis.  
Sole power to vote or to direct the vote, and sole power to
dispose of or direct the disposition of the stock rests with the
stockholder.

Wachovia Corporation filed the ownership schedule with the SEC
in regard to its relevant subsidiary Evergreen Investment
Management Company (IA). Evergreen Investment Management Company
is an investment advisor for mutual funds and other clients; the
securities reported by this subsidiary are beneficially owned by
such mutual funds or other clients.

Emmis Communications Corporation owns and operates more than 20
radio stations serving some of the top markets in the US,
including New York City, Los Angeles, and Chicago. It also owns
two radio networks (AgriAmerica and Network Indiana) in Indiana.
Abroad, the company has stakes in two stations in Argentina and
one in Hungary. Emmis plans to spin off its TV division -- 15
network-affiliated television stations in 12 states. In addition
to broadcasting, the company publishes several regional
magazines, including Indianapolis Monthly, Los Angeles Magazine,
and Texas Monthly. Chairman Jeffrey Smulyan controls nearly 60%
of the firm.

                          *   *   *

As previously reported, Emmis Communications Corporation in
December announced the amendment of its existing $1.29 billion
senior secured credit facility of Emmis Operating Company, a
wholly-owned subsidiary of Emmis Communications, as part of its  
efforts to reduce its leverage.

The amendment provides Emmis with financial covenant relief
through December 1, 2002.


ENRON CORP: Offers Constellation Power $1.6 Million Break-Up Fee
----------------------------------------------------------------
If the proposed sale of its Retail Contracts to supply power to
customers located in Texas, Maine and Massachusetts to
Constellation Power Source, Inc., does not go through, Enron
Energy Services, Inc., asks the Court to approve payment of a
break-up fee in an amount not to exceed $1,600,000.

Enron Energy points out that Constellation has already invested
significant time and money in connection with its potential
purchase of the Retail Contracts.  Constellation has also
advised the Debtors that it will not finalize the Purchase and
Sale Agreement unless the Court approves the Termination
Payment.

The Purchase and Sale Agreement provides that:

-- In the event that the Retail Contracts are sold to a third
   party for consideration in excess of the total consideration
   provided for in the Purchase and Sale Agreement
   notwithstanding Constellation's willingness and ability to
   consummate the transactions contemplated in the Purchase and
   Sale Agreement, Constellation shall be entitled to receive
   from the Debtors a payment equal to 1.5% of the Base Purchase
   Price and an amount equal to the reasonable out-of-pocket
   expenses (including attorney's fees) incurred by
   Constellation in connection with the Purchase and Sale
   Agreement and the transactions contemplated, provided that
   the aggregate amount of such Termination Payment shall in no
   event exceed $1,600,000.

-- The Termination Payment shall be fully earned upon the date
   the Bankruptcy Court enters an order approving such Third
   Party Sale or each Third Party Sale, if more than one such
   sale is approved, without the requirement of any notice or
   demand from Constellation and payable upon the earlier of:

   (a) the date of the closing of the such Third Party Sale, or
   (b) 60 days after the entry of the Bankruptcy Court's order
       approving such Third Party Sale. (Enron Bankruptcy News,
       Issue No. 16; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


ENRON CORP: Sempra Energy Agrees to Acquire Metals Unit's Assets
----------------------------------------------------------------
Sempra Energy Trading, the wholesale commodity trading
subsidiary of Sempra Energy (NYSE: SRE), announced that it has
signed an agreement to acquire the metals concentrates business
of New York-based Enron Metals & Commodity Corp., a leading
global trader of copper, lead and zinc concentrates.

Sempra Energy Trading is purchasing the business for a cash
price of $43.5 million, subject to a final audit of the net
assets.  The transaction is expected to be accretive to Sempra
Energy's earnings in 2002.  The purchase is subject to approval
by the U.S. Bankruptcy Court.

"This complements our recent acquisition of Sempra Metals
Limited, the leading metals trader on the London Metals
Exchange, and provides us with another profitable product line
in metals trading," said David Messer, president of Sempra
Energy Trading.

Upon completion of the transaction, the acquired business will
be named Sempra Metals Concentrates and continue to be based in
New York.

Philip Bacon, currently president and chief executive officer of
Enron Metals & Commodity Corp., will continue to manage the day-
to-day operations of Sempra Metals Concentrates.  Thomas
McKeever, chairman of Sempra Metals Limited, will head Sempra
Metals Concentrates.

Enron Metals & Commodity Corp. is active in trading and
transporting metal concentrates between mines and smelters and
refiners worldwide, as well as providing its clients with risk-
management, logistics, accounting and contract administration
services.

Based in Stamford, Conn., Sempra Energy Trading -- a subsidiary
of Sempra Energy Global Enterprises, the umbrella for Sempra
Energy's growth businesses -- is a leading participant in
marketing and trading physical and financial commodity products,
including natural gas, power, petroleum products and base metals
worldwide.  Sempra Energy Trading combines trading and risk
management experience with physical energy commodity expertise
to provide innovative solutions for its wholesale and retail
customers.

Sempra Energy, based in San Diego, is a Fortune 500 energy
services holding company with 2001 revenues of $8 billion.  The
Sempra Energy companies' nearly 12,000 employees serve more than
9 million customers in the United States, Europe, Canada,
Mexico, South America and Asia.

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


ENRON METHANOL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Enron Methanol Company
             1400 Smith Street
             Houston, TX 77002

Bankruptcy Case No.: 02-11239

Type of Business: Enron Methanol Company operated a methanol
                  production facility in Pasadena, Texas. This
                  facility has been mothballed since August of
                  2001.

Chapter 11 Petition Date: March 18, 2002

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  212-310-8602
                  Fax: 212-310-8007
                  
                        and
   
                  Melanie Gray, Esq.
                  Weil, Gotshal & Manges LLP
                  700 Louisiana, Suite 1600
                  Houston, Texas 77002
                  Telephone: (713) 546-5000

Total Assets: $29,297,240

Total Debts: $54,573,369

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Praxair, Inc                Trade Debt                $892,022
Attn: J.A. Campana
P.O. Box 840193,
Dallas, TX 75284-0193

Deer Park ISD               Trade Debt                $300,507
P.O. Box 56028,
Deer Park, TX 77256-6028

Harris County               Trade Debt                $138,221

Oxy Vinyls L.P.             Trade Debt                $111,453

Hydro Chem Industrial       Trade Debt                 $84,533
Services Inc

Marley Cooling Tower        Trade Debt                 $70,844
Company

Reliant Energy-HL&P         Trade Debt                 $34,384

Dow Fence & Supply Co.      Trade Debt                 $29,704

Cooper Energy Services      Trade Debt                 $24,323

Vopak                       Trade Debt                 $21,202

Federal Container           Trade Debt                 $16,748
Corporation

Mobley Industrial Painters  Trade Debt                 $11,886
Inc

JE Merit Constructors       Trade Debt                 $11,564

Jacobs Engineering          Trade Debt                 $10,437

Foxboro Invensys Systems    Trade Debt                  $6,089
Inc.

Lansco                      Trade Debt                  $5,563

Eagle Construction &        Trade Debt                  $5,382
Environmental Services, L.P.

PSC Deer Park               Trade Debt                  $4,890

Way Service Ltd.            Trade Debt                  $4,650

Southwestern Bell           Trade Debt                  $4,021


ENRON VENTURES CORP: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Lead Debtor: Enron Ventures Corp.
             1400 Smith Street
             Houston, Texas 77002

Bankruptcy Case No.: 02-11242

Type of Business: Enron Ventures Corp. manages the Enron              
                  business group encompassing Enron Engineering
                  & Construction Company and Enron Clean Fuels
                  Division, among others.

Chapter 11 Petition Date: March 18, 2002

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  212-310-8602
                  Fax: 212-310-8007
                  
                       and
   
                  Melanie Gray, Esq.
                  Weil, Gotshal & Manges LLP
                  700 Louisiana, Suite 1600
                  Houston, Texas 77002
                  Telephone: (713) 546-5000

Total Assets: $(13,114,413)

Total Debts: $48,037,407

Debtor's Largest Unsecured Creditor:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
State Street Bank and Trust Lease Obligation       $74,000,000
Company of Connecticut,
National Association
Attn: Corporate/Muni
Department
225 Asylum Street, Goodwin
Square, 23rd Floor
Hartford, CT 06103
Facsimile: 860-244-1897


FAIRCHILD CORP: Feeble Financials Force S&P to Cut Ratings to B
---------------------------------------------------------------
Standard & Poor's on March 18, 2002, lowered its ratings on
Fairchild Corp. to 'B' and removed them from CreditWatch, where
they had been placed on September 21, 2001. Rating outlook is
negative.

The rating actions reflect significantly weaker intermediate-
term business prospects for commercial aerospace, the firm's
largest market, and the likelihood that the company's financial
profile will not be appropriate for the previous rating.

In the wake of the September 11, 2001, attacks and a softer
global economy, orders and deliveries of new jetliners are
expected to be substantially lower in 2002 and 2003, compared
with demand in recent years (demand for fasteners is tightly
correlated to pounds of aircraft delivered). Furthermore, since
the industry downturn is only in an early stage, there are
considerable uncertainties as to its duration and timing and
strength of a recovery. Consequently, despite cost reduction
efforts, Fairchild's financial performance will be adversely
affected, thus putting pressure on already somewhat subpar
credit protection measures. Moreover, although the company is in
compliance with bank covenants, liquidity is tight, as evidenced
by limited availability under a secured credit agreement and
material debt service requirements on subordinated notes in
relation to modest cash flow generation.

Fairchild's corporate credit rating reflects a weak financial
profile, stemming from substantial debt burden and poor
profitability, which overshadow its major position in a cyclical
industry. The firm is a worldwide leading supplier of fasteners
and fastening systems to the commercial aerospace, defense, and
industrial markets, with the remainder of sales derived from
distribution of aircraft parts.

Fairchild's operating margins, historically about 10%, are not
expected to improve much in the near term, reflecting a weak
commercial aircraft market and lingering softness in the
industrial sector, which more than offset relative strength in
the smaller military business. A difficult operating
environment, combined with a sizable debt load, translate into
weak credit protection measures. In the near term, debt/EBITDA
should be 6 times-7x, funds from operations to debt below 10%,
and EBITDA and EBIT interest coverages about 1.5x and .75x-1.0x,
respectively. Debt to capital in the 60%-65% range (pro forma
for the planned write-down of goodwill in accordance with new
accounting rules) is better than average for the rating, and has
been enhanced by nonrecurring gains over the past several years.
Looking ahead, some debt reduction is anticipated, primarily
from the sale of noncore assets, including real estate, but the
timing of such proceeds is uncertain.

                        Outlook

Difficult industry conditions in commercial aerospace, coupled
with a heavy debt burden and tight liquidity, will challenge
management to improve the financial profile consistent with
current expectations. Failure to do so could lead to a
downgrade.

DebtTraders reports that Fairchild Corp.'s 10.750% bonds due
2009 (FRCHILD1) are trading between 42 and 45. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FRCHILD1for  
real-time bond pricing.


FEDERAL-MOGUL: Asbestos Claimants Tap Lovells as Int'l Counsel
--------------------------------------------------------------
The Official Committee of Asbestos Claimants, in the chapter 11
cases of Federal-Mogul Corporation and its debtor-affiliates,
seeks entry of an order authorizing them to retain Lovells, a
law firm headquartered in London, England, as international
counsel, nunc pro tunc to January 23, 2002 to perform services
in connection with the Debtors' Chapter 11 cases, the
administration proceedings of the English Debtors, the Cross-
Border Insolvency Protocol approved by the Court in this case,
and relevant issues that may arise with respect to non-debtor
European affiliates of the Debtors. Lovells is an international
firm with offices in 26 locales, including England, Europe,
Asia, and the United States.

The Committee believes that the retention of international
counsel will be of invaluable assistance in enabling the
Committee to carry out its statutory duties under Section
1103(c) of the Bankruptcy Code. Matthew G. Zaleski, Esq., at
Campbell & Levine LLC in Wilmington, Delaware, tells the Court
that the Committee selected Lovells based on Lovells's expertise
in business restructuring and insolvency, including debt
rescheduling and restructuring on an international basis.
Lovells has extensive experience in handling and managing
complex, multi-jurisdictional litigation and international
commercial disputes arising out of cross-border insolvencies and
asset recovery.

Laurence Crowley, a partner of the law firm of Lovells, informs
the Court that the cross-border insolvencies in which Lovells
has played a substantial role include those of the Bank of
Credit and Commerce International S.A. matter, an entity with
branches or subsidiaries in England, Luxembourg, the Cayman
Islands, Abu Dhabi, and 65 other jurisdictions world-wide;
Maxwell Communications PLC, in which Lovells acted for the
creditors committee in the United Kingdom in relation to the
reorganization of the company and its U.S. and U.K.
subsidiaries; and Viatel, Inc., in which Lovells advised a major
North American-based supplier to the Viatel Group regarding
recovery of debts and retention of title claims against Viatel
Inc.

The activities and the services of the Committee's international
counsel for the foreseeable future are expected to include:

A. assisting and advising the Committee regarding legal issues
     that arise concerning the English Debtors and the Debtors'
     other European affiliates;

B. representing the Committee at hearings to be held in the
     U.K. and communicating with the Committee regarding
     the matters heard and issues raised as well as the
     decisions and considerations of the U.K. Courts;

C. reviewing and analyzing applications, orders, operating
     reports, schedules and statements of affairs filed
     and to be filed with this Court or the U.K. courts by
     the English Debtors or other interested European or
     international parties;

D. advising the Committee as to the necessity and propriety
     of the foregoing and their impact upon the rights of
     asbestos-health related claimants, and upon the case
     generally;

E. and, after consultation with and approval of the
     Committee, consenting to appropriate orders on its
     behalf or otherwise objecting thereto;

F. assisting the Committee in preparing appropriate legal
     pleadings and proposed orders relating to the English
     Debtors or the Debtors' other European affiliates, as
     may be required in support of positions taken by the
     Committee and preparing witnesses and reviewing
     documents relevant thereto;

G. assisting the Committee and its U.S. Counsel in the
     solicitation and filing with the Court of acceptances
     or rejections of any proposed plan or plans of
     reorganization;

H. assisting and advising the Committee with regard to
     communications to British and other European
     asbestos-related claimants  regarding the Committee's
     efforts, progress and recommendation with respect to
     matters arising in the case as well as any proposed
     plan of reorganization; and

I. assisting the Committee and its U.S. Counsel generally
     by providing such other services as may be in the
     best interest of the creditors represented by the
     Committee, including issues that may arise from time
     to time in this Court.

Lovells' hourly rates are:

                            England      United States
                            -------      -------------
      Partners               450            $345 - 625
      Senior Associates      330 - 350       265 - 400
      Junior Assistants      220 - 275       195 - 255

Mr. Crowley assures the Court that Lovells does not represent
any interest adverse to the Committee with respect to the
matters for which Lovells will be employed, and is a
"disinterested person" as that phrase is defined in the
Bankruptcy Code. However, due to the size and diversity of its
practice and the large number of the Debtors' affiliations, it
is possible that Lovells may have represented or may now
represent other persons who may consider themselves to be
creditors, equity security holders, or parties with an interest
in these cases. Lovells has undertaken to supplement the Crowley
Declaration if and when necessary to disclose any further
relationships that require disclosure in this case.

Mr. Crowley advises the Committee that Lovells has conducted
database searches to identify any relationship between Lovells
and the Debtors, the entities listed as affiliated entities of
the Debtors, the entities included on the Consolidated List of
Creditors Holding 20 Largest Unsecured Claims against the
Debtors, and other entities. Based on that search, they have
determined on the basis of its database searches that it
currently represents or formerly represented the entities but
that those engagements all involve or involved matters unrelated
to these bankruptcy cases and create no actual conflict of
interest. These representation include ABN Amro Bank, ACE
Insurance, AIG Global Investment Corp., AON Risk Services, Banco
Espirito Santo, Bank of America, Bank of New York, Bank of Nova
Scotia, Bankof Tokyo-Mitsubishi, Bayerische Hypo and
Vereinsbank, BMW, BNP Paribas, Caterpillar, Chase Manhattan
Bank, Chubb Insurance, Citicorp, Commerzbank, Compagnie
Financiere, Credit Agricole Indosuez, Credit Lyonnais, CSFB, Dai
Ichi Kangyo Bank, DaimlerChrysler, Denton Wilde Saple, Dresdner
Bank, Ernst & Young, Erste Bank, Fiat, Ford Motor, Fuji Bank,
General Motors, Goldman Sachs, HSBC, IKB Deutsche Industriebank,
Indosuez, Industrial Bank of Japan, Jaguar, KBC Bank, Lloyds
TSB, Marsh USA, Mellon Bank, National City Bank of Indiana,
National Westminster Bank, Owens-Illinois, Penningtons, Peugeot,
President & Fellows Harvard College, PricewaterhouseCoopers,
Renault, Rothschild, Royal Bank of Scotland, Societe Generale,
Spriggs & Hollingsworth, State Street Bank & Trust, Swiss Re,
Turner & Newell Ltd., Travelers, Volkswagen, Volvo, Willis
Corroon, and Winterthur.

Mr. Crowley relates that Lovells maintains a substantial
practice involving the representation of insurers and
reinsurers. These engagements do not include representing any
person in connection with these cases or in any matter relating
to the Debtors or their estates. Lovells and the Committee have
agreed that Lovells will not represent the Committee with
respect to any insurance or reinsurance issues or matters.

The Committee seeks this Court's approval of Lovells' retention
nunc pro tunc to January 23, 2002, since the Committee required
Lovells's assistance immediately upon having selected it as
international counsel.  Mr. Crowley notes that Lovells has
advised the Committee in connection with meetings convened by
the Joint Administrators of the English Debtors in February 2002
under Sec. 23 of the English insolvency statute.  Lovells
undertook the process of investigating any potential conflicts
concerning its engagement by the Committee and given the vast
number of the entities related to these cases, as well as their
various relationships and affiliations, the scope of the
conflicts search was unusually wide and unusually time
consuming. Consequently, the Committee submits that the
requested nunc pro tunc retention is reasonable and should be
approved. (Federal-Mogul Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FRIEDE GOLDMAN: Lockheed Martin Contracts Unit to Build Tugs
------------------------------------------------------------
Halter Marine, Inc. (HMI), a division of Friede Goldman Halter,
Inc. (OTCBB:FGHLQ) announced that it has received a Letter of
Intent from Lockheed Martin Overseas Corporation to design, and
build two Voith Schneider Tractor Tugs. This is a portion of a
contract that Lockheed Martin signed with the Egyptian Ministry
of Transport earlier this month. Lockheed has released funding
for design and planning at this time, with details on the
remainder of the project to be finalized later. The project is
expected to take twenty-six months to complete.

Anil Raj, Chief Operating Officer for Friede Goldman Halter
said, "The partnership between Halter Marine and Lockheed is
added confirmation that demand for quality vessels produced by
Halter continues to grow internationally. When coupled with
Lockheed Martin's Vessel Traffic Information Management System
(VTIMS), Egypt will have all the necessary capabilities to
support navigation traffic management and maritime response
efforts in the Gulf of Suez. This selection is important to
Halter as it finalizes its' plan to emerge from the Chapter 11
process."

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

Friede Goldman filed for Chapter 11 Reorganization on April 19,
2001, in the U.S. Bankruptcy Court for the Southern District of
Mississippi.


GC COMPANIES: DE Court Confirms Modified 1st Amended Joint Plan
---------------------------------------------------------------
AMC Entertainment Inc. (AMEX:AEN), one of the world's leading
theatrical exhibition companies, announced that the Bankruptcy
Court for the District of Delaware has entered a confirmation
order approving the Modified First Amended Joint Plan of
Reorganization for GC Companies, Inc. and its jointly
administered subsidiaries. The Plan calls for GC Companies and
its subsidiaries to be acquired by AMC Entertainment Inc.

The effectiveness of the Plan is subject to the court's
confirmation order becoming final and nonappealable, as well as
other conditions. The Company anticipates the effective date
will occur in late March.

"Acquisition of the GC theatre circuit expands AMC's national
footprint of industry-leading theatres, especially in key
markets in the Northeast and upper Midwest," said AMC chairman
and chief executive officer Peter C. Brown.

AMC anticipates that, after the effective date, GC Companies
will be operating 66 theatres with 621 screens in the United
States. GC Companies also has a 50 per cent interest in a joint
venture that operates 17 theatres with 160 screens in South
America.

AMC Entertainment Inc. is a leader in the theatrical exhibition
industry. Through its circuit of AMC Theatres, the Company
operates 182 theatres with 2,907 screens in the United States,
Canada, France, Hong Kong, Japan, Portugal, Spain, Sweden and
the United Kingdom. Its Common Stock trades on the American
Stock Exchange under the symbol AEN. The Company, headquartered
in Kansas City, Mo., has a Web site at
http://www.amctheatres.com


GENUITY INC: S&P Airs Concern About Reconsolidation with Verizon
----------------------------------------------------------------
The ratings on Genuity Inc. were lowered to `BB' and placed on
CreditWatch with negative implications on March 15, 2002, based
on increased uncertainty regarding the ultimate reconsolidation
of the company with Verizon Communications Inc.

The previous rating imputed a very high likelihood of
reconsolidation with Verizon, on the completion of Verizon's
Section 271 long-distance approvals expected by 2003. However,
on March 11, 2002, Verizon's management publicly stated that
Genuity's financial position must improve to a point where, post
consolidation, it would not be dilutive to Verizon. To Standard
& Poor's this statement signaled a change in Verizon's position
towards Genuity. Due to the economy and Internet service
provider (ISP) bankruptcies, Genuity's revenue growth and EBITDA
levels have been significantly impacted over the past year and
are significantly lower than previously anticipated by Standard
& Poor's.

The CreditWatch listing indicates that the ratings could be
further lowered, depending on the outcome of Standard & Poor's
additional review of Verizon's relationship with Genuity. On a
stand-alone basis, without the benefit of the Verizon
relationship, Genuity's corporate credit rating would be no
better than 'CCC'.

In 2001, excluding the Integra acquisition, total revenue
declined 1%, which was attributable to reduced demand by
enterprise customers, and increased customer churn due to
bankruptcies and overcapacity in the industry. Although EBITDA
loss saw a 15% improvement in the fourth quarter of 2001
compared with the third quarter, an EBITDA loss of $676 million
(55% of total revenue) for the full year of 2001 was still high.

Genuity has taken steps to reduce costs via headcount
reductions, lower circuit costs, and lower capital expenditures.
In addition, the company has restructured its dial access
business by renegotiating contracts with AOL and Verizon
Communications Inc. to further reduce its cost structure. Near
term, Genuity's challenge is to balance its cost-reduction
measures with its strategy to increase enterprise business
revenue and turn EBITDA positive in a weak telecommunications
environment. In the fourth quarter of 2001, Genuity recorded a
$2.6 billion non-cash charge to reflect the decrease in the
market value of certain network-related assets.

As of December 31, 2001, Genuity's liquidity position, which
included a cash balance of $979 million, $850 million available
under the bank facility, and $850 million available under the
Verizon credit facility, appeared adequate for the near term.
The credit facilities both have the financial covenant that
consolidated debt to contributed capital cannot exceed 73%. As
of Dec. 31, 2001, this ratio was about 45%. More importantly, an
event of default under the bank facility would be triggered if
Verizon does not control, directly or indirectly, at least 50%
of the combined voting power of all Genuity's voting stock on
exercise of its option to reconsolidate, which expires on June
30, 2005. The $2 billion bank facility expires the earlier of
September 5, 2005, or three months before any scheduled
expiration of the Verizon option. On the exercise of the Verizon
option, the bank facility would automatically extended one year
to September 5, 2006.


GLOBAL CROSSING: Utilities Want More Assurance of Future Payment
----------------------------------------------------------------
Robert A. Boghosian, Esq., at Kronish Lieb Weiner & Hellman LLP
in New York, New York, argues that the administrative expense
status offered by Global Crossing Ltd., and its debtor-
affiliates, and set forth in the Utility Order fails to provide
sufficient adequate assurance of future payment of the foregoing
Accounts to Norlight Telecommunications Inc. In particular, the
Utility Order has no provision or procedure that would allow
Norlight to seek a deposit or other security, or seek to  
terminate service, should the Debtors fail to make payments
after the short 20-day window provided for additional requests
for adequate assurance.

Under Norlight's agreement with the Debtor, Mr. Boghosian
relates that if the Debtor fails to make a payment on time,
Norlight arguably may not terminate service until the expiration
of a 30-day grace period. Under the current Utility Order, even
assuming Norlight could promptly file a motion to terminate
service and obtain a final non-appealable order to that effect,
another 30 days could easily pass where the Debtors obtain
service without payment. At current rates, two months service is
approximately $1,900,000.

As Norlight's request under the Utility Order for additional
assurances of payment and performance by the Debtor on the
accounts for post-petition telecommunication circuit charges and
other services, Norlight requests that the Debtor:

A. Immediately provide to Norlight a security deposit in the
     amount of $1,864,400.00 to secure the payment of future
     telecommunication charges owed to Norlight on the Accounts
     arising from post-petition telecommunication circuit
     charges or other services; and

B. Agree that in the event that the Debtor fails to pay any
     post-petition invoice in full on or before the 5th day of
     the month for that month's service, Norlight shall have the
     right to send Debtor a Notice of Termination of Service.
     Should Debtor fail to pay all amounts due within 5 business
     days of the Termination Notice, Norlight shall be
     permitted, without further notice or Court order:

     a. to terminate immediately the Master Capacity Agreement
          between Norlight and Debtor and all Service Orders
          outstanding thereunder;

     b. to terminate immediately Debtors' access to and use of
          all telecommunications circuits and services; and

     c. apply the security deposit to all unpaid amounts.

In addition, Norlight further requests that the Debtor be
ordered to immediately pay to Norlight $144,019.09 for past due
telecommunication circuit charges and services provided.

                          NTS Responds

John H. Maddock III, Esq., at McGuire Woods LLP in Washington,
D.C., assures the Court that NTS Communications Inc. is ready
and willing to provide post-petition services to Debtors
pursuant to the Court's First Day Utilities Order; however, it
simply asks that it be furnished with a deposit providing
adequate assurance that it be paid for such post-petition
services. Given the Debtors' high cash-burn rate relative to
cash-on-hand, the thin margins in NTS' business and the
substantial exposure to out-of-pocket loss if Debtors fail to
pay, and the other factors noted above, a cash deposit is
necessary under the circumstances of this case to provide
adequate assurance of payment. NTS requests a deposit in the
amount of $1,696,000, or in the alternative, a smaller deposit
accompanied by a corresponding shortening of the time between
when NTS provides service and when it may terminate service for
non-payment. Additionally, NTS requests that the Court modify
page 2 of the First Day Utilities Order in order to require that
Debtors pay into escrow disputed invoices of over $5,000 for
post-petition services.

                        Integra Responds

Pursuant to the Order, Integra requests these additional
assurances of payment and performance by the Debtor for its use
of Integra's services:

A. That the Debtor immediately provide to Integra advance
     payments in the amount of $80,000 (representing two months
     of charges) to be credited to Debtor's bill for the purpose
     of assuring payment of the next two months of Integra's
     services; and

B. That the Debtor immediately provide to Integra a security
     deposit in the amount of $240,000 (representing six months
     of charges) to secure payment of future post-petition
     telecommunications services provided by Integra.

                        Citizens Responds

Citizens Communications Company asks the Court to:

A. grant Citizens adequate assurance of payment by ordering that
     it be paid a 60-day security deposit on account of
     postpetition utility services to be provided to the Debtors
     in the amount of $11,220,326,

B. alternatively, grant Citizens adequate assurance of payment
     by ordering that it be prepaid the amount of $1,402,541 on
     a weekly basis, subject to subsequent reconciliation as
     provided herein,

C. reconsider and modify the Utilities Order to limit its
     injunction against the utility companies only on account of
     prepetition payment defaults of the Debtors, or to the
     extent that utility companies are denied the right to
     terminate service on account of the Debtors' postpetition
     payment defaults without further relief of this Court, to
     provide an expedited procedure for redress in this Court on
     account of any such defaults.

                          MCI Responds

Deborah A. Reperowitz, Esq., at Reed Smith LLP in Newark, New
Jersey, tells the Court that the Debtors have failed to provide
adequate assurance of payment for post-petition services. In
this case, WorldCom should receive a deposit in the amount of
two months' services, plus payment for all unbilled postpetition
services. A two months' deposit of $25,200,000 is required to
cover a billing cycle, which spans over sixty days. Absent such
a deposit, and due to the expiration of the 20-day period set
forth in Section 366(b), WorldCom should be permitted to
exercise its right to terminate postpetition services as
authorized by Section 366(b).

                          AT&T Responds

Paul Kizel, Esq., at Lowenstein & Sandler LLP in New York, New
York, informs the Court that AT&T Corporation, a provider of
local, domestic and international long distance, international
private line, and internet services to the Debtors, is currently
owed by the Debtors $7,509,728.87 for pre-petition Services and
$4,409,686.57 for postpetition Services. The Debtors continue to
use AT&T's Services post-petition and currently use
approximately $4,812,206.00 of AT&T Services per month. AT&T
requests additional adequate assurance as follows:

A. Cure all Post-Petition Arrears and pay AT&T current through
     February 28, 2002;

B. Provide AT&T with bi-weekly prepayments in the amount of
     $2,406,103 which sums represent payment in advance for AT&T
     Services to be provided during the two-week period
     following the date of each such payment. Additionally, the
     Bi-Weekly Prepayment shall be adjusted on a retrospective
     basis to reflect actual usage. The Bi-Weekly Prepayments
     shall be due on the 1st and the 15th day of each month;

C. In the event that AT&T does not receive a Bi-Weekly
     Prepayment on a payment due date, AT&T requests that it be
     authorized to suspend or terminate all Services rendered by
     AT&T to the Debtors unless, within 5 business days after
     AT&T provides written notice of such default to the Debtors
     and their counsel, the Debtors cure such default.

D. AT&T reserves the right to request a security deposit equal
     to 3 months of anticipated usage for AT&T Services provided
     to the Debtors.

                        Verizon Responds

According to Stephen K. Gallagher, Esq., at Hunton & Williams
LLP in McLean, Virginia, on January 28, 2002, when these cases
were filed, the Debtors owed Verizon roughly $44,000,000 in
wholesale service charges alone, of which, $21,200,000 was over
30 days past due. At the time the cases were commenced, the
value of the wholesale services that Verizon had been delivering
to the Debtors was averaging roughly $20 to $25 million per
month. Though likely not as large as the wholesale figure,
Verizon expects that the Debtors owe Verizon a substantial
prepetition debt for retail services as well (the retail figure
is presently being calculated).

Mr. Gallagher submits that both the magnitude and the terms of
this prepetition debt reveal the Debtors to be a significant
credit risk for postpetition service providers like Verizon.
These numbers more than justify Verizon's demand for additional
adequate assurance under Section 366(b). For the reasons,
Verizon requests that it be granted adequate assurance of
payment pursuant to  366(b), and that the Court enter an Order
directing the Debtors to pay to Verizon a deposit of $25,000,000
to applied to postpetition services, together with the
additional assurances described above.

                          FBN Responds

James H. Lister, Esq., at McGuire Woods LLP in Washington DC,
informs the Court that FBN America Inc. is owed more than
$221,219 for pre-petition services, and are incurring
substantial charges for post-petition services. The average
daily usage by Debtors of FBN's services in a two-month period
just prior to the bankruptcy was $29,899 per day. Significantly,
FBN does not provide these services over its own facilities, but
rather through procuring the services of third parties whom FBN
must pay regardless of whether the Debtors pay FBN or not. For
wholesale services such as those provided to Debtors, Mr. Lister
explains that for every dollar that FBN bills to its customers
FBN must pay a substantial majority of that amount to underlying
providers. As a result, FBN is subject to hard out-of-pocket
losses for the amounts Debtors have failed to pay and may fail
to pay in the future. This impact of this potential loss is
substantial as Debtors are FBN's largest single customer.

Mr. Lister assures the Court that FBN is ready and willing to
provide post-petition services to Debtors pursuant to the
Court's First Day Utilities Order; however, it simply asks that
it be furnished with a deposit providing adequate assurance that
it be paid for such post-petition services. Given the Debtors'
high cash-burn rate relative to cash-on-hand, the thin margins
in FBN' business and the substantial exposure to out-of-pocket
loss if Debtors fail to pay, and the other factors noted above,
a cash deposit is necessary under the circumstances of this case
to provide adequate assurance of payment.

FBN requests a deposit in the amount of $823,676, with the right
to increase that amount should Debtors substantially increase
their post-petition usage on a sustained basis and confirmation
of the right to restrict usage in the event of a sudden spike in
usage. Additionally, FBN requests that the Court modify page 2
of the First Day Utilities Order in order to require that
Debtors pay into escrow disputed invoices of over $5,000 for
post-petition services.

                        C&W Responds

Robert J. Stark, Esq., at Akin Gump Hauer Strauss & Feld LLP in
New York, tells the Court that prior to the Petition Date, Cable
& Wireless USA provided the Debtors with the right to use
certain telecommunication circuits and telecommunication carrier
services, which they continue to utilize postpetition. The
Debtors currently owe C&W approximately $2,222,741 for pre-
petition services provided within the 3 months preceding the
Petition Date pursuant and approximately $354,916.20 for
services provided post-petition.

Mr. Stark argues that the treatment proposed in the Utility
Order is not sufficient to adequately assure C&W of future
payment and performance. A mere promise to pay future invoices,
and C&W's entitlement to an administrative expense priority for
any unpaid invoices, fails to provide C&W anything more than
that which it is entitled to as compared to any other vendor
that provides goods and/or services on a post-petition basis.
Moreover, the Utility Order compels C&W to continue providing
services despite a failure of the Debtors to make timely
payment, thereby placing C&W in a position where the post-
petition balance due could increase substantially before C&W is
able to obtain an order from this Court to permit the
termination of services.

C&W hereby requests, pursuant to and in accordance with the
Utility Order, additional assurances of future payment and
performance by the Debtors on the Accounts. Specifically, C&W
requests that:

A. The Debtors immediately provide to C&W a security deposit in
     the amount of $2,400,000 (representing 3 months of
     charges on the Accounts) to secure payment of future
     telecommunication charges owed to C&W pursuant to the
     Accounts arising from post-petition telecommunication
     Circuit charges and other services; and

B. The Debtors shall immediately pay C&W for all post-petition
     services and charges currently due and owing in the amount
     of $354,916.20; and

C. The Debtors shall pay each and every invoice in full within 5
     business days of receipt of each invoice. In the event that
     the Debtors fail to timely pay any post-petition invoice,
     C&W shall have the right to send the Debtors a notice of
     Termination of Service. In the event that the Debtors fail
     to pay all amounts due within 5 business days of receipt of
     the Termination Notice, C&W shall be permitted, without
     further notice or order of this Court to:

     a. terminate immediately all Accounts between C&W and the
          Debtors, and any and all service orders outstanding
          thereunder;

     b. terminate immediately the Debtors' access to, and use
          of, all telecommunications circuits and services
          related to, and arising from, the Accounts; and

     c. apply the security deposit to all unpaid amounts.

                     SBC Affiliates Respond

Southwestern Bell Telephone Company, Pacific Bell Telephone
Company, The Southern New England Telephone Company And
Ameritech moves the Court, for an order:

A. to compel the Debtors to make payment for all services
     rendered to the Debtors by the SBC Affiliates since the
     filing date in the approximate amount of $15,000,000;

B. directing the Debtors to provide adequate assurance of future
     performance pursuant to 11 U.S.C.  366, including
     requiring the Debtors to pay in advance for all post
     petition services provided to the Debtors by the SBC
     Affiliates on a monthly basis and to post a $42,000,000
     security deposit and

C. alternatively granting the SBC Affiliates relief from
     the automatic stay to permit termination of service in the
     event of any continuing post petition default.

Lisa M. Golden, Esq., at Jaspan Schlesinger & Hoffman LLP in
Garden City, New York, informs the Court that pursuant to
certain interconnection agreements, service agreements and
applicable tariffs, the SBC Affiliates furnish a variety of
telecommunications services to certain of the Debtors. The
Debtors have numerous accounts with the SBC Affiliates with
respect to these telecommunications services. Based on a
preliminary review of the SBC Affiliates records, as of the
filing of the petition, the Debtors collectively owed the SBC
Affiliates approximately $47,000,000, of which, more than
approximately $22,000,000 was past due.

Ms. Golden submits that post-petition, the Debtors continue to
receive telecommunications services from the SBC Affiliates. The
value of the services provided by the SBC Affiliates to the
Debtors is approximately $19,000,000 per month. There is no
question that the services provided by the SBC Affiliates to the
Debtors constitute actual and necessary expenses of preserving
the Debtor's estates as the Debtors cannot fully operate without
the services provided by the SBC Affiliates. The Utilities Order
fails to provide the SBC Affiliates with anything more than the
SBC Affiliates are already entitled to receive in these
bankruptcy cases, and thus, without further adequate assurances
the SBC Affiliates should not be compelled to continue to
provide services to the Debtors in these cases.

                         Avaya Responds

Avaya, a provider of telecommunication and related services to
the Debtors, requests additional adequate assurance as follows:

A. Cure all Post-Petition Arrears and pay Avaya current through
     February 28, 2002;

B. Provide Avaya with a three month security deposit in the
     total amount of $1,125,000.

Paul Kizel, Esq., at Lowenstein & Sandler P.C. in New York, New
York, informs the Court that Avaya is reconciling the Debtors'
accounts and is in the process of determining the amount of
post-petition Services. The Debtors continue to use Avaya's
Services post-petition and currently use approximately $375,000
of Avaya Services per month.

Mr. Kizel notes that the Order simply provides Avaya and other
utilities with an administrative claim for any and all Services
provided to the Debtors post-petition. The administrative
expense set forth in the Order does not provide sufficient
adequate assurance of future payment for services that Avaya
will provide to the Debtors post-petition. The Order fails to
establish any procedures whatsoever for Avaya to request a
security deposit or termination of service in the event that the
Debtors fail to make payments after the 20-day period provided
in 11 U.S.C. Sec. 366. (Global Crossing Bankruptcy News, Issue
No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL TELESYSTEMS: KPNQwest's Acquisition Cancels All Shares
-------------------------------------------------------------
Global TeleSystems, Inc. announced that in connection with the
acquisition by KPNQwest NV, all common and preferred stock in
the company is cancelled, effective March 15, 2002. Shares can
no longer be traded and all quotation and trading has ceased on
all exchanges, including the NASDAQ over-the-counter market
(GTLSQ); NASDAQ Europe (GTSG) and Frankfurt (GTS). The company
also advises that the NASDAQ Europe market authority has
approved the request submitted by GTS for withdrawal of it
financial instruments from listing on NASDAQ Europe. The
delisting took place at the close of business on March 15, 2002.

The company also advises that there will be no distribution to
former GTS common or preferred stockholders following the
cancellation of the respective stock.

On 18 March, 2001 KPNQwest (NASDAQ and ASE: KQIP) announced that
subject to the definitive share purchase agreement with GTS,
under the terms and conditions in the agreement, the business of
Ebone and GTS Central Europe have been acquired. Shareholders
are advised to contact their financial advisors for further
advise, including implication for tax purposes.

                         *   *   *

Global TeleSystems, Inc. is a provider of data, internet and
borderless broadband services across Europe, serving businesses
and carriers in European countries with a range of broadband,
Internet/IP and voice services. The Company also operates a
cross-border fiber-optic network and a Tier-1 IP backbone
(Ebone). In addition, until May 14, 2001, GTS was the majority
owner of Golden Telecom, Inc., which offers a variety of fixed-
line and mobile telecommunications services in Russia, Ukraine
and other former Soviet nations.

As previously reported in Troubled Company Reporter, KPNQwest
announced on October 18, 2001, its intention to acquire the
GTS assets in a pre-negotiated bankruptcy proceeding for Euro
645 million (net of cash). KPNQwest will issue approximately
Euro 210 million in 10-year convertible notes to GTS bondholders
in exchange for GTS bonds of Euro 1.9 billion (face value) and
will assume the GTS credit facility of approximately Euro 210
million and GTS capital leases of approximately Euro 250 million
at the date of closing. GTS will have approximately Euro 25
million in cash at closing. KPNQwest and the GTS credit facility
banks have agreed to replace the current GTS facility with a
Euro 500 million facility (in the aggregate).


GUILFORD MILLS: Receives Court Approval of 14 'First Day Orders'
----------------------------------------------------------------
A U.S. Bankruptcy Court judge entered 14 first-day orders to
ensure that Guilford Mills, Inc. (OTC Bulletin Board: GFDM) will
continue operating its business by providing continuity of
payments to its suppliers and uninterrupted salaries to its
employees.

The orders, entered on Thursday, covered all of Guilford Mills'
requests, and there were no contested hearings.

The Company's pre-arranged bankruptcy filing this past Wednesday
is being made to implement as quickly as possible a debt
restructuring on which the Company and its senior lenders have
already agreed in principle.  Under the restructuring, the
Company will cut its $270 million senior indebtedness to
approximately $145 million.

"We've gained the cooperation of our lenders and have an
agreement in principle with them," said John A. Emrich,
president and chief executive officer of Guilford.

Emrich visited customers on Wednesday, the day Guilford filed
its reorganization petition, continuing his efforts to
communicate freely and frequently with Guilford's customers and
suppliers.

Judge Burton Lifland in the U.S. Bankruptcy Court for the
Southern District of New York also approved an agreement with
First Union National Bank in which the bank will furnish a
debtor-in-possession revolving credit facility of up to $30
million.  Other court orders allow Guilford Mills to:

     * Gain immediate access to the first $10 million of the DIP
          financing.

     * Continue its long-standing factoring relationship with
          CIT to finance Guilford's accounts receivable.

     * Issue paychecks following Guilford's normal schedule.

     * Continue honoring customer incentive programs.

     * Retain Nightingale & Associates, LLC as financial
          adviser.

     * Retain Togut Segal & Segal as bankruptcy counsel.

"It's very reassuring to know these guys are going to be here
for a long, long time," said Bill Scott, business director of
textile and automotive products for BASF, an automotive supplier
to Guilford since 1974.  "We see ourselves as a Guilford
supplier for years to come."

Albert Togut, senior member of Togut Segal & Segal, said
Guilford expects to file a plan in about a month and exit the
proceedings this summer. Wednesday's petition filing follows an
in-depth reorganization of the company's operations that allowed
Guilford to focus on a select number of businesses with solid
growth potential.

"This filing was made to allow us to complete this restructuring
effort successfully," Togut said.  "Our case is not a
conventional bankruptcy because we're here to conclude our
reorganization, not to see if one is possible."

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


HQ GLOBAL: Seeks Authority to Maintain Cash Management System
-------------------------------------------------------------
HQ Global Holdings Inc. and its debtor-subsidiaries ask the U.S.
Bankruptcy Court for permission to continue using their cash
management system, existing checks and other business forms
without alteration or change.

The Debtors use an integrated cash management system in their
daily business operations.  The Debtors believe that in order to
reorganize, their cash management procedures must not be
substantially disrupted.

In handling cash receipts and disbursements, the Debtors relate
that they maintain approximately seven bank accounts, including
deposit accounts, operating accounts and lockbox accounts.

Along with the Debtors' efforts to maintain a "business as
usual" atmosphere, they also seek authority to continue using
their prepetition bank accounts.  The Debtors believe that
maintaining the same account numbers will afford a smooth
transition in operating under chapter 11.  The Debtors say they
can prevent their banks from honoring any checks issued prior to
the Petition Date.

The Debtors also ask the Court to allow them to maintain all
existing business forms and that they may not be required to
include the legend "Debtor in Possession" or a "debtor in
possession number" on any checks or other business forms to
avoid unnecessary expenses.


HAYES LEMMERZ: Wants Approval to Reject KIMA Executory Contracts
----------------------------------------------------------------
In order to avoid further administrative expenses that do not
provide equivalent revenues, Hayes Lemmerz International, Inc.,
and its debtor-affiliates move to reject a non-competition
contract and a Share Repurchase Agreement with KIMA Management
Limited.

Grenville R. Day, Esq., at Skadden, Arps, Slate, Meagher & Flom
in Wilmington, Delaware, relates that the Debtors entered into a
$5,750,000 non-competition deal with Roberto Paulo Pusset.  Not
intending to receive the payment directly, Pusset established
KIMA, an offshore entity to effectuate the transaction.  On
August 5, 1998, the Debtors and KIMA executed the "HLI Non-
Competition Agreement" for KIMA's non-competition until May 19,
2003.

Mr. Day tells the Court that on the same date, both parties also
entered into an Escrow and Option agreement, which serves as the
mechanisms by which the Debtors pay KIMA.  The Escrow Agreement
stipulates that the Debtors deliver 143,750 shares of the
Debtors' common stock to Harris Trust and Savings Bank and,
correspondingly, Harris was to send 28,750 of the shares to KIMA
every May 19th of each year from 1999 to 2003, provided that
KIMA does not breach the Agreement.  The Option Agreement grants
KIMA the choice to put the Debtors Shares to the Debtors at the
end of the non-competition period.  The agreed Share price would
then be $8,446,750, which represents the original purchase
amount plus 8% annual interest.

Mr. Day relates that in August 2, 2000, both parties decide to
alter the Debtors' method of payment and contracted the Share
Repurchase Agreement, thus, terminating the Escrow and Options
agreements.  Upon execution of the deal, the Debtors paid
$1,500,000 to KIMA, and reclaimed 28,750 shares from KIMA as
well as the shares being held in escrow pursuant to the Escrow
Agreement.  The new agreement provides for three promissory
notes to substitute for the annual delivery of the Shares
reserved in the Escrow and Option Agreement.

Mr. Day contends that the Debtors satisfied the first note under
the Share Repurchase Agreement worth $1,000,000 due May 19,
2001, the second note, also worth $1,000,000, is due May 19,
2002 and the final note, for the $3,313,504 balance is due on
May 19, 2003.  After evaluating their obligations under the
Contracts, the Debtors conclude that the HLI Non-Competition
Agreement does not provide any material benefit to the Debtors'
estates. (Hayes Lemmerz Bankruptcy News, Issue No. 7; Bankruptcy  
Creditors' Service, Inc., 609/392-0900)

                            *   *   *

DebtTraders reports that Hayes Lemmerz Intl Inc.'s 11.875% bonds
due 2006 (HAYES1) are currently quoted at a price of 52.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HAYES1for  
real-time bond pricing.


ICG: Telecom Group Settles Bills Dispute with Cincinnati Bell
-------------------------------------------------------------
Prior to the Petition Date, Debtor ICG Telecom Group, Inc. and
Cincinnati Bell Telephone Company entered into two
interconnection agreements.  Pursuant to the Interconnection
Agreements, the parties exchanged various telecommunication
services. CBT has disputed over $5 million of various
prepetition and postpetition bills with respect to such
services.

The Debtors, represented by Marion M. Quirk of the Wilmington
office of Skadden Arps, desired to settle such disputes in order
to afford Telecom the opportunity to continue, on a cooperative
consensual basis, its relationship with a significant vendor and
customer. Accordingly, the Debtors negotiated a consensual
settlement. The salient terms and conditions of the CBT
Settlement Agreement are:

       Payment: CBT shall pay Telecom $2,187,000.00 within five
business days of the date Judge Walsh enters an order approving
this Motion.

       Release: Telecom releases CBT from any and all claims for
compensation based on telecommunication services exchanged
between the parties in any state from the beginning of time up
through and including June 13, 2001.

The Debtors submit that the CBT Settlement Agreement is highly
favorable to the Debtors and their estates. Indeed, the Debtors
negotiated the best terms and conditions they could with respect
to amounts owed under the Interconnection Agreements, and a
component of that deal is the Debtors' receipt of over $2
million in revenue.  The Debtors believe that granting the
relief requested in this Motion is in the best interests of the
Debtors' estates, their creditors and other interested parties.
(ICG Communications Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


IT GROUP: Committee Signs-Up Chanin Capital as Fin'l Advisors
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
cases of The IT Group, Inc., and its debtor-affiliates asks the
Court for authority to employ and retain Chanin Capital
Partners, LLC as its financial advisor.

Brent Williams, vice president of Chanin Capital Partners, LLC,
informs the Court that the firm is a boutique investment banking
firm, specializing in providing a wide range of financial
services to companies, creditors, and other constituents in
highly leveraged situations.  With over 35 professionals and
offices in New York and Los Angeles, the firm is one of the
largest advisory firms specializing in this area. The firm
provides traditional investment banking, financial advisory, and
corporate finance services, and, merger and acquisition services
as well. Over the past decade, Mr. Williams submits that Chanin
has assisted in restructuring over $15,000,000,000 of public and
private debt securities for companies such as Carter Hawley
Hale, Sunterra Corp., Kaiser Engineers, Harvard Industries,
SpectraVision, Purina Mills, Morrison Knudsen, Bucyrus Erie, Sun
Healthcare and Stone and Webster. Such considerable experience
in facilitating complex financial restructuring transactions and
serving as financial advisor to official committees of unsecured
creditors and other parties in several bankruptcy cases makes
the firm well-qualified to serve as the Committee's financial
advisor in these cases.

John J. Hale, Committee Co-Chairperson, submits that Chanin is
expected to:

A. review the Debtors' business operations including historical
     financial results and future projections and assist the
     Committee in assessing the Debtors' business, operating and
     financial strategies;

B. review and evaluate the Debtors' ongoing asset ales efforts,
     any chapter 11 plan filed by the Debtors and the proposed
     distributions to the classes of claimants under the
     Debtors' plan;

C. analyze and value the securities and other assets to be
     distributed to each class  of claimants under the Debtors'
     plan including the estimated trading value of any such
     securities;

D. assist the Committee in negotiating the terms of the Debtors'
     plan including, as may be necessary, developing,
     evaluating, proposing and negotiating alternatives to the
     plan;

E. advise the Committee with respect to strategic options
     available with respect to the Debtors' business operations
     and assets;

F. analyze the financial and economic rights and interest in
     relation to inter-creditor issues regarding the Debtors'
     various claimants and the rights and obligations of other
     constituents in connection with the Debtors' estates;

G. advise the Committee with respect to the exclusive sale or
     disposition of assets and the raising of capital, including
     DIP financing; and,

H. render such other financial advisory and investment banking
     services as may be agreed upon by Chanin and the Committee
     in connection with the foregoing.

Chanin agrees to perform these services in exchange for a
$150,000 monthly fee plus monthly reimbursement of the actual
and necessary expenses that the firm incurs in connection with
its services.

Mr. Williams assures the Court that none of the firm's
directors, officers or associates hold or represent any other
entity in connection with these cases having adverse interest
except for CMI Investors, LLC, Oaktree Capital Management, LLC
and The Bank of New York which the firm has previously
represented in matters unrelated to these bankruptcy cases. (IT
Group Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


INPRIMIS: Kaufman Rossin Replaces Deloitte & Touche as Auditors
---------------------------------------------------------------
On March 5, 2002, Inprimis, Inc. appointed Kaufman, Rossin & Co.
as the independent accounting firm to audit Inprimis' financial
statements for the year ended December 31, 2001 replacing
Deloitte & Touche LLP, which resigned as Inprimis' independent
accounting firm on January 23, 2002.

Inprimis, the foundering company (formerly Boca Research), has
exited the waning modem market and offers software, hardware,
and design services related to interactive TV, video-on-demand,
and Internet access systems. Inprimis furnishes its technology
design services through subsidiary Inprimis Technologies. It
targets consumer electronics companies, cable operators,
Internet service providers, and telecommunications companies.
German Internet specialist Infomatec Integrated Information
Systems owns 11% of the company; National Semiconductor owns 6%.

                            *   *   *

As reported late last year, Datawave (CDNX:DTV.V, OTCBB:DWVSF)
decided not to proceed closing the Plan of Arrangement with
Inprimis as announced on October 12, 2001.  DataWave informed
Inprimis that it may reconsider its decision if Inprimis is able
to demonstrate that the Plan of Arrangement would be in the best
interest of DataWave shareholders. In October 2001, Inprimis'
securities were delisted from Nasdaq and thus, is now currently
trading on Over-The-Counter Bulletin Board.


INTEGRATED HEALTH: Takes Action to Recover Preferential Transfer
----------------------------------------------------------------
Integrated Health Services, Inc., represented by Kaye Scholer
LLP and Young Conaway Stargatt & Taylor, LLP, commenced
adversary proceedings seeking avoidance and recovery of
preferential or fraudulent transfers made to various parties
during the 90-day period prior to the Petition Date.

IHS alleges that:

-- Each of the Transfers was made on account of an antecedent
   debt or debts owed by one of the Debtors to the Defendant
   before the Transfer was made;

-- Each of the Transfers was made by IHS while it was insolvent;

-- Each Transfer enabled the Defendant to receive more than it
   would have received:

        (i) if IHS' case was a case under Chapter 7 of the
            Bankruptcy Code;

       (ii) if the Transfer had not been made; and

      (iii) if the Defendant had received payment of such debts
            as provided by the provisions of the Bankruptcy
            Code.

IHS seeks to avoid and recover the full value of the
preferential or fraudulent transfers from these Defendants
pursuant to Sections 547, 548 and 550 of the Bankruptcy Code and
other applicable law:

        Defendant                            Amount of Transfer
        ---------                            ------------------
Accountants Inc. Services                         $157,840.90
ATC Healthcare Services, Inc.                     $167,790.49
Associated Receivables Funding, Inc.              $245,303.39
Baltimore Electric and Gas Company                $198,116.81
BT Office Products International, Inc.            $421,811.04
  n/k/a Corporate Express Office Products, Inc.
Comprehensive Consulting Solutions, LLC.          $223,359.50
Critical Care Concepts, Inc.                      $160,525.13
CSDI Construction, Inc.                           $342,791.83
Danka Financial Services, and                     $224,273.26
Dank Industries Inc.
Dooley and Mack Constructors, Inc.                $208,353.25
El Camino Resources, Ltd.                         $247,296.18
Florida Power and Light                           $351,540.26
Health Care Management Corporation                $176,529.30
Highland Healthcare                               $303,935.05
HIPP Industries, Inc.                             $327,364.32
Hyatt Corporation                                 $530,441.53
IOS Capital, Inc.                                 $251,814.19
J and M Construction Company Incorporated         $206,806.00
MCSI Computer Supplies                             $85,907.76
Medcare Equipment Company                          224,766.47
Medical Connection Inc.                           $300,671.00
National Abandoned Property Processing Corp       $250,000.00
RDA Consultants Limited                           $251,943.75
Rouse Teachers Properties                         $103,935.26
Smithkline Beecham Clinic Laboratories            $177,775.06
Sprint Corporation Ltd.                           $907,489.53
Starmed Health Personnel, Inc.                    $175,749.69
TXU Electric                                      $224,229.16
Unisys Corporation                                $821,273.53

IHS seeks payment of debt and avoidance and recovery of
transfers from the following defendants:

   (1) Anthony R. Masso

IHS alleges that, in or about June and July 1999, it loaned
amounts totaling $520,000 to the Defendant. On or about June 10,
1999, the Defendant executed an Amended Promissory Note in favor
of Plaintiff in the principal amount of $220,000. In or about
July, 1999, the Defendant executed an Amended Promissory Note in
favor of Plaintiff in the principal amount of $300,000.
Plaintiff alleges that the entire sums of the promissory notes,
$220,000 and $300,000 plus unpaid interest and costs and
reasonable attorneys' fees are due and payable by the Defendant
and Defendant is obligated to pay such amounts pursuant to
Sections 541 and 542(b) of the Bankruptcy Code.

To the extent that the June Debt and/or the July Debt was
released or forgiven by IHS, IHS transferred property to or for
the benefit of the Defendant in the amount of the Debts. Each of
the Transfers were made during the period within one year before
the Filing Date. IHS therefore seeks avoidance and recovery of
the transfers pursuant to Section 548 of the Bankruptcy Code.

   (2) Francis P. Kirley

IHS alleges that, in or about March 1999, it loaned amounts
totaling $100,000 to the Defendant. In or about March 1999, the
Defendant executed a Promissory Note in favor of Plaintiff in
the principal amount of $100,000. IHS seeks the payment of the
Note Debt in the entire amount of $100,000 plus all unpaid
interest and costs and attorneys' fees pursuant to Sections 541
and 542(b) of the Bankruptcy Code.

Further, on or about December 8, 1999, IHS and the Defendant
entered into a Termination Agreement pursuant to which, among
other things, the Defendant's employment with IHS was terminated
and Plaintiff agreed to pay Defendant a severance payment of
$170,000 and a bonus payment of $30,000 (the Prepetition
Payments). In or about December 1999, Plaintiff paid the
Prepetition Payments to the Defendant (the Transfers). Pursuant
to Sections 548 and 550 of the Bankruptcy Code, IHS seeks to
avoid the Transfers and recover the full value of the
Prepetition Payment from the Defendant.

IHS also claims that, to the extent that the Note Debt was
released or forgiven by Plaintiff (the Released Amount), it
transferred property to or for the benefit of the Defendant in
the amount of the Released Amount (the Note Transfers), and the
Transfers were made within one year before the Filing Date.
Therefore, pursuant to Section 548 of the Bankruptcy Code, IHS
seeks to avoid the Note Transfers. (Integrated Health Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


INT'L FIBERCOM: Has Until Mar. 22 to File Schedules & Statements
----------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Arizona, International Fibercom, Inc., and its affiliated
debtors have until March 22 to their statements of financial
affairs and bankruptcy schedules as required by 11 U.S.C. Sec.
521(1) and Rule 1007 of the Federal Rules of Bankruptcy
Procedure.

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: Seeks OK to Hire Ordinary Course Professionals
---------------------------------------------------------------
Kaiser Aluminum Corporation, and its debtor-affiliates ask the
Court for authorization to employ, retain and pay certain
professionals in the ordinary course of business without further
order from the Court.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger in
Wilmington, Delaware, relates that, in the day-to-day
performance of their duties, the Debtors' employees regularly
call upon ordinary course professionals to assist them in
carrying out their assigned responsibilities. However, because
of the magnitude and breadth of the Debtors' business and the
geographic diversity of the professionals regularly retained, it
would be costly, time-consuming, and administratively cumbersome
for the Debtors and the Court to require each of these
professionals to apply for approval of his employment and
compensation separately. Such interruption of their services can
be detrimental to the Debtors' continuing operations and ability
to reorganize.

Mr. DeFranceschi believes that none of the ordinary course
professionals will have average monthly fees of more than
$50,000 during the pendency of these chapter 11 cases. However,
if the average monthly fees of any of these professionals exceed
that amount during any six-month period, the Debtors will seek
to retain that professional, pursuant to section 327 of the
Bankruptcy Code. Mr. DeFranceschi proposes that no ordinary
course professional will receive payment for postpetition
services rendered until such files a retention affidavit with
the Court. The affidavit must specify that such professional
does not hold any adverse interest to the Debtors or their
estates with respect to the matters for which the professional
seeks retention and must be served by first class mail on the
Office of the U.S. Trustee, the DIP lenders and counsel to any
statutory committees appointed in these cases.

Mr. DeFranceschi believes that the ordinary course professionals
the Debtors hired are not "professionals" in accordance to
section 327(a) because these professional generally are involved
in the administration of these reorganization cases. Instead,
these people only provide services in connection with the
Debtors' ongoing business operations and the resolution of any
related operational difficulties. If in case the services
expended by these professionals involved administration, Mr.
DeFranceschi believes that such involvement will be minimal.
Thus, Mr. DeFranceschi infers that the Court need not approve
the retention and payment of the ordinary course professionals.

Consequently, Mr. DeFranceschi propose to the Court that all
professionals materially involved in the actual administration
of these chapter 11 cases shall be employed by the Debtors. In
addition, ordinary course professional with monthly fees
averaging in excess of $50,000 for rendered services during the
six-month period will no longer receive any future payments from
the Debtors until the Debtors first obtain order from the Court
authorizing the retention of such professional. Nevertheless,
the Debtors may pay without the Court's prior review or
approval, all fees and expenses incurred by an ordinary
professional through and including the end of the month
following the month in which the professional's fee first exceed
the monthly averages fee limit. The Debtors can also pay prior
to the professional having a material involvement in the
administration of the Debtors' cases. However, once the
professional is retained in these cases, all of its fees and
expenses incurred from and after the petition date will be
subject to the review and approval of the Court in relation with
the professional's final fee application.

In addition to this, the Debtors propose to file a statement
with the Court, duly informing all parties-in-parties,
commencing with the last day of the calendar month that is at
least 180 days after petition and every six months thereafter.
The statement will contain the list of ordinary professionals
the Debtors' employed during the past 180 days and each
respective name, aggregate amounts paid as compensation and a
general description of the services rendered. (Kaiser Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-
0900)   


KAISER ALUMINUM: Secures Final Approval of $300MM DIP Financing
---------------------------------------------------------------
Kaiser Aluminum said it has received final approval from the
Bankruptcy Court for its $300 million Debtor-in-Possession (DIP)
financing.

"The final approval of the DIP facility continues the momentum
in Kaiser's restructuring process," said Jack A. Hockema,
Kaiser's president and chief executive officer. "The addition of
a committed credit line availability to our strong invested cash
position will provide continued financial flexibility to address
the needs of our customers, suppliers and employees as we move
forward. Our focus is to deliver best-in-class products and
services and to build a better company for all our
constituencies."

As of March 14, 2002, the company had no cash borrowings and
approximately $51 million of letters of credit outstanding under
the DIP.

For additional information on Kaiser's restructuring, visit the
company's Web site at http://www.kaiseral.comor call the Kaiser  
restructuring hotline at 888/829-3340 or 402/220-0856.

Kaiser Aluminum is a leading producer of alumina, primary
aluminum and fabricated aluminum products.

DebtTraders reports that Kaiser Aluminum & Chemicals' 12.750%
bonds due 2003 (KAISER2) are quoted at a price of 20. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KAISER2for  
real-time bond pricing.


KMART CORPORATION: Brings-In Ernst & Young as Financial Advisors
----------------------------------------------------------------
Kmart Corporation and its 37 debtor-affiliates seek the Court's
authority to employ Ernst & Young Corporate Finance LLC as their
Financial Advisors, nunc pro tunc to February 18, 2002.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom in Chicago, Illinois, reminds the Court that
PricewaterhouseCoopers LLC has provided financial advisory
services similar to those E&Y is being called-in to do.  PwC
will stop those advisory services and provide only audit
services going forward.  The Debtors don't want the same firm
providing Kmart with both financial advisory and audit services
any longer.

"The Debtors believe that in today's corporate environment that
it is prudent to make this change," Mr. Butler explains.
Consequently, Mr. Butler says, PricewaterhouseCoopers will cease
performing certain of the financial advisory services that it
currently performs and Ernst & Young Corporate Finance will
start performing those services.  Mr. Butler relates that PwC
will continue to perform other tasks, which are presently
ongoing, until they are completed.

Mr. Butler emphasizes that the retention of Ernst & Young does
not reflect upon the quality of the services and advice that PwC
has provided the Debtors.  In fact, "the Debtors are grateful to
PricewaterhouseCoopers whose services have been instrumental to
their reorganization efforts."

In a press release, James B. Adamson, Chairman of Kmart's Board
of Directors further clarifies that, "The decision to retain
Ernst & Young Corporate Finance as the Company's financial
advisor was unanimously approved by the Kmart Board.  The Board
believes that in today's corporate environment it was prudent to
make this change.  We appreciate the dedication and hard work
performed by the Business Recovery Services Group of
PricewaterhouseCoopers LLP.  They have been instrumental in
guiding us through to this point in our reorganization.  This
change certainly does not reflect upon the quality of the
services and advice they have provided to us."

Mr. Butler assures the Court that the Debtors will make sure PwC
and Ernst & Young don't duplicate their efforts.  For instance,
Mr. Butler illustrates, PwC will complete their work, which is
already well underway, with respect to the Debtors' schedules
and statements, reclamation and PACA and PASA claims, and vendor
relations.  Likewise, Mr. Butler notes, PwC will not be assigned
any new projects related to the Debtors' restructuring efforts
and all other ongoing projects related to the Debtors'
restructuring efforts will be transferred to Ernst & Young in
the most efficient manner possible.

Mr. Butler tells Judge Sonderby that Ernst & Young has a wealth
of experience in providing financial advisory services in
restructurings and reorganizations and enjoys an excellent
reputation for services it has rendered in large and complex
chapter 11 cases on behalf of debtors and creditors throughout
the United States.

According to Mr. Butler, Ernst & Young is expected to:

  (a) advise the Debtors' management on its development of the
      Debtors' business plans, cash flow forecasts and financial
      projections.  Such business plans, cash flow forecasts and
      financial projections, including strategic content,
      specific action plans and related assumptions will be the
      responsibility of, and be prepared by, the Debtors'
      management;

  (b) advise the Debtors' management with respect to the
      Debtors' ongoing liquidity position and cash management
      procedures;

  (c) advise the Debtors' management with respect to
      restructuring and strategic alternatives, including
      recommending specific courses of action and assisting with
      the design, negotiation and implementation of alternative
      restructuring and transaction structures;

  (d) advise the Debtors' management in the identification and
      processes related to the disposal of assets, leases and
      other contracts as it relates to effecting modifications
      to the Debtors' business through sale, liquidation or
      rejection of executory contracts;

  (e) advise the Debtors' management in its preparation of
      financial information that may be required by the Debtors'
      creditors and other stakeholders, and in coordinating
      communications with the parties-in-interest and their
      respective advisors;

  (f) advise the Debtors' management in preparing for, meeting
      with and presenting information to parties-in-interest and
      their respective advisors, specifically including the
      Debtors' senior lenders, other debt holders and potential
      sources of new financing and their respective advisors;

  (g) advise the Debtors' management with the evaluation of, and
      analyses related to, avoidance actions, preferential
      transfers or fraudulent conveyances; and

  (h) perform other services as may be requested in writing,
      from time to time, by the Debtors or its counsel and
      agreed to by Ernst & Young, and approved by the Court.

Ernst & Young will charge the Debtors its customary hourly
rates:

         Managing Directors and Principals     $550 - 650
         Directors                              475 - 545
         Vice Presidents                        375 - 440
         Associates                             320 - 340
         Analysts                               275
         Client Service Associates             $140

Furthermore, the Debtors and Ernst & Young agree that:

-- any controversy of claim related to the services provided by
   Ernst & Young to the Debtors shall be brought to the
   Bankruptcy Court or District Court for the Northern District
   of Illinois, if the District Court withdraws the reference;

-- both parties consent to the jurisdiction and venue of such
   court as the sole and exclusive forum for the resolution of
   such claims;

-- both parties waive trial by jury;

-- if the Bankruptcy Court or the District Court does not have
   jurisdiction over such claim, the parties will submit first
   to non-binding mediation; if mediation is not successful, the
   parties will proceed to binding arbitration;

-- judgment on any arbitration award may be entered in any court
   having proper jurisdiction.

Ernst & Young also agrees not to raise or assert any defense
based upon jurisdiction, venue, abstention or otherwise to the
jurisdiction and venue of the Bankruptcy Court or the District
Court to hear or determine such controversy or claim.

Peter M. Schwab, senior managing director of Ernst & Young
Corporate Finance LLC, tells the Court that the firm searched
its databases to determine whether it has provided or is
currently providing services to parties in interest in these
cases.

Mr. Schwab assures Judge Sonderby that Ernst & Young does not
represent any interest adverse to the Debtors and will not
represent any entity other than the Debtors in connection with
these chapter 11 cases.

Since Ernst & Young Corporate Finance is part of an
international organization, Mr. Schwab admits that that firm and
its affiliates may have business associations with parties in
interest in these cases.  "But Ernst & Young believes that these
relationships will not impair the firm's ability to objectively
perform professional services on behalf of the Debtors," Mr.
Schwab asserts.  Ernst & Young will not accept any engagement
that would require the firm to represent an interest adverse to
the Debtors, Mr. Schwab adds.

Mr. Schwab insists that Ernst & Young is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.
(Kmart Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


KMART CORP: Appaloosa Management Discloses 5.5% Equity Stake
------------------------------------------------------------
Appaloosa Management L.P. and its President, David A. Tepper
beneficially own 29,222,666 shares of the common stock of Kmart
Corporation, (consisting of (i) 775,000 shares of common stock,
par value $1.00, of Kmart Corporation and (ii) 8,534,300 7-3/4%
Trust Convertible Preferred Securities which are convertible
into 28,447,666 shares of common stock).

The amount held represents 5.5% of the outstanding common stock
of Kmart as disclosed in Kmart Corporation's Form 10-Q for the
quarterly period ended October 31, 2001, as of October 31, 2001,
when there were 498,416,655 shares of common stock outstanding.

Appaloosa and Mr. Tepper have the sole power to vote or to
direct the vote of, and the sole power to dispose of, or direct
the disposition of the entire 29,222,666 shares.

Persons other than Appaloosa Management L.P. and David A. Tepper
have the right to receive dividends from, or the proceeds from
the sale of, the reported securities. None of these persons has
the right to direct such dividends or proceeds.


LERNOUT & HAUSPIE: Dictaphone Plan's Settlement Distribution
------------------------------------------------------------
On January 31, 2002, Dictaphone Corporation filed the Plan and
the Third Amended Disclosure Statement With Respect To Third
Amended Plan Of Dictaphone Corporation Under Chapter 11 Of The
Bankruptcy Cody.  Dictaphone subsequently filed a "Supplement"
to the Plan which generally outlined the distribution
settlements described in detail in this Motion.  In its terms,
the Plan, as amended and supplemented to incorporate the outline
of the terms of the settlements described in this Motion,
reflects a consensual resolution and settlement among the L&H
Group, the Creditors' Committees, and the Dictaphone estate's
primary creditor constituencies of various intercreditor issues
that allowed for the formulation of distributions under the
Plan. More specifically, the settlements embodied in the Plan
through the Supplement involve:

       (a) Dictaphone's pre-petition debt obligations, including
obligations under (i) Dictaphone and L&H NV credit facilities,
(ii) a Dictaphone guarantee of an L&H NV credit facility, and
(iii) Dictaphone's senior subordinated notes;

       (b) intercompany loans and allocations among members of
the L&H Group; and

       (c) fees owed to the Dictaphone Ad Hoc Committee and the
indenture trustee for Dictaphone's senior subordinated notes.

The L&H Group seeks Court approval of these various settlements
in conjunction with the confirmation of the Plan. While the
settlements described herein are also addressed in both the Plan
and Disclosure Statement, this Motion summarizes these
settlements and also describes certain aspects of the
settlements that were finalized after the date that the
Disclosure Statement was filed and before the hearing on
confirmation of the plan.  Dictaphone advises that it is
anticipated that the entry of the Confirmation Order will
constitute the Court's finding and determination that the
compromises and settlements reflected in the Plan, including,
but not limited to, the settlement of the Distribution
allocations among the various Classes of Claims, are (a) in the
best interest of Dictaphone and its estate, (b) fair, equitable
and reasonable, (c) made in good faith, (d) approved by the
Bankruptcy Court, and (e) in full satisfaction, settlement,
release, and discharge of any rights that might otherwise exist.

                  The Belgian Proceedings and
                     The Tag-Along Right

The Debtors remind Judge Wizmur that On October 29, 2001, the
Curators in the concordat proceeding sought and obtained from
the judge-commissaires appointed in the L&H NV Belgian
Bankruptcy Case approval to continue L&H NV's U.S. chapter 11
case (including the plan confirmation process) subject to (i)
obtaining a "tag-along" right from certain of the Lenders, so
that if certain of the Lenders -- specifically KBC Bank NV,
Fortis Bank N.V. and Artesia Banking Corp. -- sell the
Dictaphone New Common Stock distributed to them under the
Plan, L&H NV (as holder of Allowed Class 8 Intercompany Loan
Agreement Claims) would be entitled to sell the Dictaphone New
Common Stock distributed to it at the same time, on the same
terms and conditions, and in the same proportion as the
Dictaphone New Common Stock being sold by these certain Lenders
(as holders of Allowed Class 5 Lenders' Guaranty Claims)) and
(ii) attempting to obtain a larger distribution of Dictaphone
New Common Stock from L&H NV.  The Class 8 Intercompany Loan
Agreement Claims arise from advances by L&H NV to LHCCC to fund
the advances by LHCCC made to Dictaphone under the LHCCC Loan
Agreement). All such claims are held by L&H NV.

As a result of negotiations between the Lenders and L&H NV, the
Lenders have agreed to provide L&H NV with a larger distribution
of Dictaphone New Common Stock and therefore to re-allocate the
distribution of Dictaphone New Common Stock that was proposed in
Dictaphone's Second Amended Plan Of Reorganization Of Dictaphone
Corporation Under Chapter 11 Of The Bankruptcy Code -- which was
sixty-five percent to the Lenders and eight percent to L&H NV --
to a new allocation of sixty-three percent to the Lenders and
ten-percent to L&H NV. Furthermore, certain of the Lenders (KBC
Bank NV, Fortis Bank nv-sa and Artesia Banking Corporation
NV/SA) agreed to the "tag-along" right.

                Description Of Claims To Be Settled

The Plan as amended and supplemented embodies the settlement and
compromise of claims and controversies that can generally be
grouped into three discrete categories:

       (1) Disputes relating to priority of payment among
holders of claims arising under Dictaphone's prepetition
obligations under certain loans, a guarantee, and Dictaphone's
senior subordinated notes;

       (2) Claims arising from and relating to the allocation of
certain costs among members of the L&H Group (i.e., intercompany
allocations); and

       (3) Disputes relating to fees owed to the Dictaphone Ad
Hoc Committee and the trustee under the indenture governing
Dictaphone's senior subordinated notes.

B. Dictaphone Pre-Petition Loan, Guaranty, And Senior Note
   Obligations

On the Petition Date, Dictaphone was party to certain public and
private debt obligations including the Amended Guaranty, the
LHCCC Loan Agreement, the Deutsche Bank Facility, and the Senior
Subordinated Notes.

1. Belgian Credit Facility And Dictaphone Guaranty

       Belgian Credit Facility. On or about May 5, 2000, L&H NV
acquired Dictaphone from Stonington Partners, Inc., Stonington
Holdings L.L.C. and Stonington Capital Appreciation Fund 1994,
L.P. through a merger of Dictaphone into one of L&H NV's wholly-
owned subsidiaries, Dark Acquisition Corp. In conjunction with
the Dictaphone Acquisition, L&H NV agreed to assume or refinance
approximately $430 million of existing Dictaphone debt
obligations. In this regard, L&H NV entered into an unsecured
$430 million Revolving Credit Facility, dated May 2, 2000, by
and among L&H NV, Fortis Bank N.V., KBC Bank NV (Lead Arrangers
And Banks), Artesia Banking Corporation N.V., Deutsche Bank
N.V., Dresdner Bank Luxembourg S.A. (Joint Arrangers And Banks),
Artesia Banking Corporation N.V. (A-Agent), and KBC Bank NV (B-
Agent). As of the Petition Date, the principal amount
outstanding under the Belgian Credit Facility was approximately
$340 million.

       Dictaphone Guaranty Of L&H NV's Obligations Under Belgian
Credit Facility. As a condition subsequent to the Lenders'
obligations under the Belgian Credit Facility, L&H NV was
required to cause Dictaphone (which would be a wholly-owned
subsidiary of L&H NV post-acquisition) to guarantee the
performance of L&H NV's obligations under the Belgian Credit
Facility. In conjunction with this obligation, on or about May
30, 2000, Dictaphone executed a Limited Guaranty with respect to
L&H NV's obligations under the Belgian Credit Facility. The
Dictaphone Guaranty provided that, among other things,
Dictaphone unconditionally and absolutely guaranteed all
obligations of L&H NV under the Belgian Credit Facility up to an
amount not to exceed:

       (i) $167 million (plus interest accruing under the
Belgian Credit Facility) plus

       (ii) the "Indenture Amount," defined as the total
outstanding balance of advances received by L&H NV under the
Belgian Credit Facility, which L&H NV advances to Dictaphone
were to enable Dictaphone to satisfy its obligations ($200
million principal, plus interest and any applicable premium,
charges and fees) under the following:

             (1) Dictaphone Corporation 11_% Senior Subordinated
Notes due 2005 in the aggregate principal amount of $200
million, and
             
             (2) that certain Indenture, dated as of August 1,
1995, among State Street Bank & Trust Company (successor to
Shawmut Bank Connecticut, National Association as Trustee,
Dictaphone Acquisition, Inc. as Issuer and Dictaphone U.S.
Acquisition, Inc.

On November 8, 2000, Dictaphone executed an Amended and Restated
Limited Guarantee which replaced in its entirety the Dictaphone
Guaranty. Under the term of the Amended Dictaphone Guaranty,
among other things, the dollar amount of Dictaphone's guarantee
of L&H NV's obligations under the Belgian Credit Facility
increased to approximately $208.6 million to reflect additional
drawings under the Belgian Credit Facility that were advanced by
L&H NV to Dictaphone to enable Dictaphone to redeem
approximately $41.6 million of the Senior Subordinated Notes
pursuant to the change of control "put right" under the
Dictaphone Indenture. Dictaphone's obligations under the Amended
Dictaphone Guaranty are unsecured.

          Repayment Of Dictaphone's Former Bankers
                 Trust Credit Facility.

The Belgian Credit Facility also required L&H NV to use a
portion of the first advance to satisfy, among other things, the
obligations of Dictaphone under a Credit Agreement, dated as of
August 7, 1995, among Dictaphone, Bankers Trust Company, and
certain other parties, and a Credit Agreement, dated as of
November 14, 1997, among Dictaphone, Bankers Trust Company and
certain other parties thereto. On or about May 8, 2000, L&H NV
drew down $173 million from the Belgian Credit Facility and
advanced these funds through LHCCC (as defined below), a wholly-
owned subsidiary of L&H NV, to Dictaphone for the paydown of all
of Dictaphone's outstanding obligations under the Bankers Trust
Credit Agreements, which at that time totaled approximately
$167.5 million.

2. LHCCC Loan Agreement

Dictaphone entered into a Loan Agreement, dated as of May 5,
2000, between Dictaphone, as borrower, and L&H Coordination
Centre C.V.B.A., a subsidiary of L&H NV, as lender, pursuant to
which LHCCC advanced $173 million to Dictaphone. As mentioned
above, L&H NV contributed funds borrowed under the Belgian
Credit Agreement to LHCCC who in turn loaned them to Dictaphone
under the LHCCC Loan Agreement.

On or about November 20, 2000, the LHCCC Loan Agreement was
amended and restated in its entirety to provide that payments
made by Dictaphone to the Lenders under the Amended Dictaphone
Guaranty would reduce dollar-for-dollar Dictaphone's obligations
to LHCCC under the Amended And Restated LHCCC Loan Agreement.
The Amended And Restated LHCCC Loan Agreement also provided that
at any such time as Dictaphone was required to make any payment
to LHCCC thereunder, Dictaphone was only obligated to make such
payment if, simultaneous with Dictaphone's payment to LHCCC,
Dictaphone's obligations under the Amended Dictaphone Guaranty
were reduced by an amount equal to the payment that Dictaphone
was required to make to LHCCC. The Amended And Restated LHCCC
Loan Agreement also extended the date upon which the first
interest payment under the LHCCC Loan was due from November 5,
2000 to May 5, 2001, a six-month extension. Dictaphone's
obligations under the Amended And Restated LHCCC Loan Agreement
are unsecured.

3. Dictaphone Deutsche Bank Facility

In connection with the Dictaphone Acquisition, on or about May
5, 2000, Deutsche Bank AG New York Branch and/or Cayman Islands
Branch made available to Dark Acquisition Corp. (i.e., the L&H
NV subsidiary that acted as an L&H NV acquisition vehicle in the
Dictaphone Acquisition) a revolving line of credit in the
aggregate principal amount of $20 million with a final maturity
date of March 4, 2001. The Deutsche Bank Facility was unsecured
and, among other things, replaced Dictaphone's letter of credit
facility in place prior to the Dictaphone Acquisition. As of the
Petition Date, the amount outstanding under the Deutsche Bank
Facility was approximately $13.5 million.

4. Senior Subordinated Notes

Dictaphone is party to the Dictaphone Indenture relating to the
Senior Subordinated Notes. The Senior Subordinated Notes are
unsecured senior subordinate obligations of Dictaphone limited
to a $200 million aggregate principal amount.  Under the terms
of the Dictaphone Indenture, holders of the Senior Subordinated
Notes were entitled to put to Dictaphone their Senior
Subordinated Notes at 101% of par value as a result of the
Dictaphone Acquisition, which transaction constituted a "change
of control" as defined in the Dictaphone Indenture, within
ninety days of the closing. As mentioned above, following the
Dictaphone Acquisition, holders of approximately $41.6 million
of Senior Subordinated Notes exercised this put right, while
holders of approximately $159 million of the Senior Subordinated
Notes did not. Light Acquisition Corporation, a wholly-owned
subsidiary of L&H NV, holds approximately $16 million (principal
amount) of the Senior Subordinated Notes (which notes were
purchased on the open market). The Plan provides that Light
Acquisition Corporation will receive the same distribution under
the Plan as other holders of the Senior Subordinated Notes.

As of the Petition Date, approximately $164,517,000 (including
accrued interest) of the Senior Subordinated Notes were
outstanding.

C. Disputes Relating To Pre-Petition Debt Obligations  and
   Senior Subordinated Notes

The nature and extent of Dictaphone's prepetition loans, the
Amended Dictaphone Guaranty, and the Senior Subordinated Note
obligations gave rise to a number of post-petition disputes
among various creditors with respect to the validity and
priority of their respective claims.

      Senior Subordinated Note Priority. The Dictaphone
Indenture provides, in relevant part, that Dictaphone is
permitted to incur, within certain limits, indebtedness that
would be deemed senior in payment priority to the Senior
Subordinated Notes if the incurrence of such "Senior
Indebtedness" did not violate the terms of the Dictaphone
Indenture. A dispute, however, arose over the extent and
relative priority of several of Dictaphone's pre-petition
obligations relative to the priority of the Senior Subordinated
Notes.

More specifically, if Dictaphone's obligations under the LHCCC
Loan Agreement and Amended Dictaphone Guaranty were considered
valid "Senior Indebtedness" under the Dictaphone Indenture,
payment in full of the obligations under such instruments would
have to occur prior to any payment on account of the Senior
Subordinated Notes. In addition, if Dictaphone's obligations
under the Deutsche Bank Facility were also deemed "Senior
Indebtedness" under the Dictaphone Indenture, as Deutsche Bank
AG has asserted, payment in full of these obligations would also
have to occur prior to any payment on account of the Senior
Subordinated Notes. Accordingly, in such a scenario, the
likelihood of distributions to the holders of the Senior
Subordinated Notes was remote.

Certain holders of the Senior Subordinated Notes, however, had
questioned the validity and priority of the LHCCC Loan Agreement
and/or the Amended Dictaphone Guaranty. These creditors (and the
Dictaphone Creditors' Committee) asserted that the incurrence of
the obligations under either the LHCCC Loan Agreement or the
Amended Dictaphone Guaranty was a fraudulent transfer and that
the incurrence of all or a portion of the obligations under
either the LHCCC Loan Agreement or the Amended Dictaphone
Guaranty violated the terms of the Dictaphone Indenture.  These
parties thus asserted that Dictaphone's obligations under the
LHCCC Loan Agreement and the Amended Dictaphone Guaranty must be
treated pari passu (i.e., on the same parity) with the Senior
Subordinated Notes.

Not unexpectedly, several parties in interest, including the
Lenders and the L&H Creditors' Committee, on behalf of L&H NV,
have maintained otherwise. These parties contend, among other
things, that Dictaphone's obligations under the Amended
Dictaphone Guaranty are valid and enforceable obligations and
senior in right of payment to Dictaphone's obligations under the
Senior Subordinated Notes.

      Validity and Status of LHCCC Loan Agreement.  The Lenders
have questioned both the validity and priority of the LHCCC Loan
Agreement, contending, among other things, that:

       (a) Dictaphone's alleged obligations under the LHCCC Loan
Agreement were fraudulently incurred and should be avoided under
section 544 and/or section 548 of the Bankruptcy Code.

       (b) In the event that such advances are not avoided, the
repayment of the advances under the LHCCC Loan Agreement is
contractually subordinated to the claims of the Lenders under
the Belgian Credit Facility by the express terms of the LHCCC
Loan Agreement; and

       (c) Dictaphone's alleged obligations under the LHCCC Loan
Agreement should be equitably subordinated to all other claims
against Dictaphone under section 510(c) of the Bankruptcy Code.

The Lenders also asserted that the funds advanced under the
LHCCC Loan Agreement did not constitute a "loan," but rather are
more properly characterized as an "equity contribution," which
would, under the Plan, not be entitled to any Distributions
under the Plan and instead would be treated as an Equity
Interest in Dictaphone. In support of this position, inter alia,
the Lenders contended that the LHCCC Loan Agreement, while dated
May 5, 2000, was not executed until August 2000. The Lenders
sought to use the alleged delay in execution as evidence to
support their position that the funds amount to nothing more
than an equity contribution.

To the contrary, the L&H Committee has taken the position that
the funds advanced under the LHCCC Loan Agreement constitute a
refinancing, irrespective of the date of execution. Such funds,
according to L&H NV and the L&H Committee, are not tantamount to
an equity contribution, but instead are pari passu with the
obligations under the Dictaphone Guaranty.

The consensual resolution of these issues forms a substantial
and material part of the basis for the Plan. Specifically, L&H
NV agreed, in an effort to resolve these (and other) issues, to
a lesser distribution under the Plan than the Lenders.
Accordingly, L&H NV's claims will not be treated pari passu with
the Lenders' claims. At the same time, the Lenders agreed not to
share in any distributions to L&H NV under the Dictaphone Plan,
which increases substantially the distribution ultimately made
to the creditors of L&H NV (the L&H Group believes that the
Lenders' claims account for approximately 90% of the aggregate
amount of all claims against L&H NV).

D. Intercompany Allocation Among Members Of The L&H Group

Immediately after the Dictaphone Acquisition, the L&H Group
commenced efforts to integrate the businesses of L&H NV,
Dictaphone, L&H Holdings and their respective subsidiaries. This
entailed merging research teams, appointing executives to lead
business units that straddled various legal entities, and
sharing various technologies among the members of the L&H Group
without regard to which member owned such technologies. In
various instances, there were no intercompany agreements
governing the use of employees and technology or payment for,
and restrictions on such use.

These issues were brought to the Court's attention early on in
these cases and the L&H Group mandated that
PricewaterhouseCoopers LLP, the L&H Groups' restructuring
advisor, spearhead a task force to make recommendations on these
issues and to examine the appropriate allocation of revenues
with respect to various transactions.

The Allocation Project and the PwC Task Force produced a series
of recommendations that have been discussed extensively with the
L&H Creditors' Committee and the Dictaphone Creditors' Committee
(and their respective retained professionals), and that focused
principally  on the relationship between L&H NV and its
affiliates on the one hand and Dictaphone on the other hand. The
PwC Task Force analyzed post-petition intercompany activity
through May 31, 2001, except as where specifically noted, and
proposed a settlement of intercompany activity and their
respective intercompany account balances among the members of
the L&H Group. The post-petition activity can be broken into
four components:

       (i) technology,

       (ii) research & development,

       (iii) distributions, and

       (iv) shared administrative costs.

In addition to interviewing various employees of the L&H Group,
PwC analyzed comparable industry information and metrics to
arrive at prescribed allocation rates among the members of the
L&H Group with respect to these components. Since May 31, 2001,
the members of the L&H Group began analyzing and reconciling all
intercompany activity (particularly with respect to
distributions and shared administrative costs) based on the
recommended and agreed upon allocation methodologies. The
members of the L&H Group in conjunction with PwC, the Creditors'
Committees, and their respective retained professionals have now
prepared an allocation of costs and expenses among the members
of the L&H Group that is substantially complete as between
Dictaphone and L&H Holdings, but which remains subject to the
review and approval of the Curators on behalf of L&H NV.

E. Fees Of Dictaphone Ad Hoc Committee And Indenture Trustee

1. Dictaphone Ad Hoc Committee Fees

The Dictaphone Committee was appointed as a result of the
Dictaphone Official Committee Motion filed by the Dictaphone Ad
Hoc Committee, which was comprised of certain holders of the
Senior Subordinated Notes.  The Dictaphone Ad Hoc Committee, L&H
NV, the Dictaphone Creditors' Committee, Dictaphone, and the L&H
Creditors' Committee have engaged in extensive negotiations
regarding the payment of fees of the Dictaphone Ad Hoc Committee
and its professionals, and have reached a resolution regarding
the payment of these fees, described in detail below.

2. Indenture Trustee's Fees

The Indenture Trustee, L&H NV, Dictaphone, the Dictaphone
Creditors' Committee, and the L&H Creditors' Committee have
engaged in extensive negotiations relating to the manner in
which the Indenture's Trustee's fees will be paid. Specifically,
the Indenture Trustee asserts that it has a lien on the proceeds
of any distributions to holders of the Senior Subordinated Notes
under the Plan to secure the payment of its fees and expenses
under the Dictaphone Indenture. The L&H Group believes that the
parties have reached a resolution regarding the payment of the
Indenture Trustee's fees, described in detail below.

          Description Of Settlement Of Claims And Disputes

A. Proposed Settlement And Compromise

The Plan as amended and supplemented reflects a consensual
resolution and settlement among the L&H Group, the Creditors'
Committees, and the estate's primary creditor constituencies
(including the Lenders and Deutsche Bank AG) of all these
disputes. In this respect, the Plan has two major components:
(a) the reorganization of Dictaphone and (b) the formation of a
litigation vehicle to maximize the recoveries on certain
Dictaphone litigation claims.

The Plan is premised upon effecting a debt for equity exchange
that will result in approximately $400 million of Dictaphone's
pre-petition indebtedness being converted into Dictaphone New
Common Stock and other securities on the Effective Date.
Specifically, the Plan allocates among Dictaphone's creditors
Dictaphone New Common Stock, Litigation Membership Interests,
new notes of Reorganized Dictaphone, and warrants exercisable
for shares of Dictaphone New Common Stock.

B. Settlement Of Intercreditor Disputes

To resolve the Intercreditor Disputes (i.e., issues regarding
the validity and priority of the LHCCC Loan Agreement and the
Amended Dictaphone Guaranty under the Dictaphone Indenture, and
the claim of Deutsche Bank AG under the Deutsche Bank Facility,
among other issues) on a consensual basis, the L&H Group and the
Creditors' Committees entered into discussions with the relevant
creditor constituents concerning a consensual resolution of the
disputes. After severa  weeks of extensive negotiations, the
Creditors' Committees and certain creditor constituents agreed
on the terms of a plan as they relate to Claims against
Dictaphone. The Distributions to such Claims under the Plan
reflect a settlement of all issues regarding the validity and
priority of the Claims of the holders of (i) Allowed Dictaphone
Lenders' Guaranty Claims (Class 5), (ii) Allowed Deutsche Bank
Line Of Credit Claim (Class 6), (iii) Allowed Dictaphone
Noteholders' Claims (Class 7), and (iv) Allowed Intercompany
Loan Agreement Claims (Class 8).

Subject to readjustments in the event of fluctuations in the
amount of Allowed Class 4 General Unsecured Claims, 12 the Plan
provides for the distribution of Dictaphone New Common Stock,
the Litigation Membership Interests, the Reorganized
Dictaphone/DB 12% Note, the Reorganized Dictaphone/Lenders 12%
Notes, and Dictaphone New Warrants to be issued by Reorganized
Dictaphone, and/or other consideration as follows:

       (a) Allowed Class 4 General Unsecured Claims:  each
holder of such Claim will receive a Ratable Proportion of (i)
nine percent of the Distributable Shares of Dictaphone New
Common Stock and (ii) nine percent of Class D Litigation
Membership Interests;

       (b) Allowed Class 5 Lenders' Guaranty Claims: each holder
of such Claim will receive a Ratable Proportion of (i) sixty-
three percent of Distributable Shares of Dictaphone New Common
Stock, (ii) sixty-five percent of the Class D Litigation
Membership Interests, and (iii) Reorganized Dictaphone/Lenders
12% Notes.  Lenders' Guaranty Claims arise from the Amended
Dictaphone Guaranty. As part of the settlement contemplated
hereby, the Lenders' Guaranty Claims are being Allowed for
purposes of the Plan in the amount of $208,600,000.;

       (c) Allowed Class 6 Deutsche Bank Line of Credit Claim:  
Deutsche Bank AG will receive the Reorganized Dictaphone/DB 12%
Note.  The Reorganized Dictaphone/Lenders 12% Note is a
promissory  note payable by Reorganized Dictaphone and to be
issued on the Effective Date. The Reorganized Dictaphone/Lenders
12% Notes will be in the aggregate original principal amount of
$20,500,000 and bear interest at the rate of 12% per annum,
payable semi-annually as follows: the first four semiannual
interest payments may be, at Reorganized Dictaphone's sole
option, paid in kind or in Cash; commencing on the fifth
semiannual interest payment and thereafter, all payments of
interest must be paid in Cash. The maturity date will be the;
fifth anniversary of the Effective Date. The Reorganized
Dictaphone/Lenders 12% Notes may be prepaid in whole or in part
at any time without penalty or premium. All payments of
principal, interest and other amounts under the Reorganized
Dictaphone/Lenders 12% Notes will be subordinated to the Exit
Facility and will be pari passu with the Reorganized
Dictaphone/DB 12% Note.  As part of the settlements contemplated
hereby, the Deutsche Bank Line of Credit Claim will be deemed to
be an Allowed Claim solely for purposes of the Plan in the
amount of $13,456,964.88.

The Reorganized Dictaphone/DB 12% Note is a promissory note
payable by Reorganized Dictaphone issued on the Effective Date.
The Reorganized Dictaphone/DB 12% Note will be in the aggregate
original principal amount of $6,750,000 and bear interest at the
rate of 12% per annum, payable semi-annually as follows: the
first four semi-annual interests may be, at Reorganized
Dictaphone's sole option, paid in kind or in Cash; commencing on
the fifth semiannual interest payment and thereafter, all
payments of interest must be paid in Cash.  The maturity date
will be the fifth anniversary of the Effective Date. The
Reorganized Dictaphone/DB 12% Note may be prepaid in whole or in
part at any time without penalty or premium. All payments of
principal, interest and other amounts under the Reorganized
Dictaphone/DB 12% Note will be subordinated to the Exit Facility
and will be pari passu with the Reorganized Dictaphone/Lenders
12% Note.

In addition to receiving the Reorganized Dictaphone/DB 12% Note,
all original letters of credit outstanding as of (and in the
amounts outstanding as of) October 1, 2001 (except for letters
of credit that expired before the Effective Date) either through
the letter of credit beneficiaries (i) agreeing to cancel and
terminate the letters of credit or (ii) accepting a replacement
letter of credit will be returned to Deutsche Bank AG. In the
event that Dictaphone is  unable to cause the original letters
of credit to be returned to Deutsche Bank AG on or before the
Effective Date, Dictaphone will, on the Effective Date, cash
collateralize the letters of credit by placing in an account
under the control of Deutsche Bank AG cash in an amount equal to
110% of the outstanding amount of the letters of credit as of
October 1, 2001 not replaced, expired or terminated (with the
original letter of credit delivered to Deutsche Bank AG). Cash
in such account will be released to (a) Deutsche Bank AG in
amounts equal to the amount of any drawings under the letters of
credit are returned to Deutsche Bank AG (or Dictaphone provides
Deutsche Bank AG with other reasonably acceptable evidence that
the letters of credit no longer remain outstanding (i.e., an
affidavit stating that the letter of credit was destroyed or
that such letters of credit have expired)).

       (d) Allowed Class 7 Noteholders' Claims: each holder of
such Claim will receive a Ratable Proportion of (i) eighteen
percent of the Distributable Shares of New Common Stock, (ii)
eighteen percent of the Class D Litigation Membership Interests
and (iii) the New Warrants. To the extent the application of
Section 5.2.4(b) of the Plan causes the holders of Allowed
Dictaphone Noteholders' Claim to receive less than eighteen
percent of the Distributable Shares of the Dictaphone New Common
Stock, the holders of Allowed Dictaphone Noteholders' Claim will
receive, in the aggregate, additional Dictaphone New Warrants
for shares in an amount equal to the Decreased Allocation.

       (e) Allowed Class 8 Intercompany Loan Agreement Claims.  
Class 8 Claims are claims of L&H NV arising from the LHCCC Loan
Agreement. Based upon a consensual settlement as to the
allocation of such distributions, and the status and validity of
the LHCCC Loan Agreement, the Lenders have agreed that they will
not share in such Distributions to Class 8 Intercompany Loan
Agreement Claims either directly at the Dictaphone level or
indirectly as a creditor of the L&H NV estate. This has
substantially increased the distribution to L&H NV creditors,
because the L&H Group believes that the Lenders' claims account
for approximately 90% of the aggregate amount of all claims
against L&H NV. By the settlement, L&H NV will receive (i) ten
percent of the Distributable Shares of Dictaphone New Common
Stock and (ii) eight letters of credit that Deutsche Bank AG or
Bankers Trust Company honors on any such letters of credit (and
as to any letters of credit drawn after October 1, 2001, and
before the Effective Date, such cash will be paid to Deutsche
Bank AG on the Effective Date) or (b) Dictaphone as the original
percent of the Class D Litigation Membership Interests.

C. Settlement Of Intercompany Allocation

The parties have prepared an intercompany allocation among the
members of the L&H Group in accordance with the PwC Allocation,
which allocation is substantially complete as between Dictaphone
and L&H Holdings but remains subject to the review and approval
of the Curators on behalf of L&H NV.  Accordingly, the costs and
expenses outlined in the Motion provide for an allocation among
the estates, and the net effect of such allocation as currently
contemplated is that Dictaphone will pay an aggregate of
$2,445,736 to the other members of the L&H Group, with L&H
Holdings receiving $1,777,749 and L&H NV receiving $677,987.

D. Settlement Of Fees Of Dictaphone Ad Hoc Committee And
   Indenture Trustee

1. Fees of Dictaphone Ad Hoc Committee

Subject to the occurrence of the Effective Date of the Plan
occurring, the Dictaphone Ad Hoc Committee, L&H NV, the
Dictaphone Creditors' Committee, Dictaphone, and the L&H
Creditors' Committee have agreed that the Dictaphone Ad Hoc
Committee will be entitled to file an application under section
503(b) of the Bankruptcy Code seeking reimbursement from
Dictaphone of fees and expenses of all of the Dictaphone Ad Hoc
Committee's professionals incurred during the period commencing
on the Petition Date and ending on February 28, 2001.

The terms of the Fee Settlement were put on the record at a
hearing held on October 12, 2001. As recited on the Bankruptcy
Court record, the Fee Settlement provides that the Dictaphone Ad
Hoc Committee may file an application under section 503(b) of
the Bankruptcy Code seeking reimbursement from Dictaphone of
fees and expenses of all its professionals, but that no more
than $250,000 of such fees and expenses can be allowed.

The Dictaphone Ad Hoc Committee now takes the position that it
may seek fees and expenses in excess of the $250,000 limit, and
that the only consequence of such action would be the loss of
(i) Dictaphone's support for the Fee Settlement and (ii) the
Lenders' and the L&H Creditors' Committee's agreement not to
object to the Fee Settlement. Dictaphone, the L&H Creditors'
Committee, and the Lenders believe the terms of the Fee
Settlement as recited on the Bankruptcy Court record (i.e., the
imposition of the $250,000 limit) are binding and enforceable.
If the Fee Settlement is found to be neither binding nor
enforceable, the settlement regarding the Indenture Trustee's
fees also may unravel, causing the Indenture Trustee to recoup
its fees and expenses through its liens under the Dictaphone
Indenture. If the Indenture Trustee exercises this option, the
recovery to holders of the Class 7 Dictaphone Noteholders'
Claims will be reduced in the amount of the Indenture Trustee's
unpaid fees and expenses.

2. Fees of Indenture Trustee

The Indenture Trustee, L&H NV, Dictaphone, the Dictaphone
Creditors' Committee, and the L&H Creditors' Committee have
agreed that, subject to the occurrence of the Effective Date of
the Plan occurring, the fees and expenses of the Indenture
Trustee for the:

       (i) services described in the Plan, in accordance with
customary charges for such services, and

       (ii) services rendered throughout Dictaphone's chapter 11
case (including the reasonable fees and expenses of its counsel)
up to $350,000 will be allowed as an Administrative Expense
Claim against Dictaphone, and will be paid pursuant to this
settlement without the need to file an application for allowance
with the Court, subject to such fees and expenses being
reasonable. The Court will retain jurisdiction over any disputes
regarding the reasonableness of such fees and expenses.

Upon all of the fees and expenses of the Indenture Trustee being
paid in full, the Indenture Trustee will be deemed to have
released its lien and priority right under the Dictaphone
Indenture securing payment of its fees Claims will be reduced in
the amount of the Indenture Trustee's unpaid fees and expenses.  
In the event such payment of the Indenture Trustee's fees and
expenses, or any portion thereof, is not made, the Indenture
Trustee has indicated that it intends to exercise its lien and
priority rights under the Dictaphone Indenture prior to making
distributions to holders of Class 7 Dictaphone Noteholders'
Claims. This would result in a material reduction in the
Dictaphone Noteholders' recovery, and if there is a problem with
liquidating the property held by the Indenture Trustee, could
result in a delay in distributions. During the hearing held on
October 12, 2001, the foregoing settlement relating to the
Indenture Trustee's fees was reached and recited into the
Bankruptcy Court record, but was not embodied previously in a
formal pleading or order.  Dictaphone, the L&H Creditors'
Committee, and the Lenders believe the agreement relating to
the Indenture Trustee's fees is linked to the Fee Settlement
(which the Indenture Trustee and the Dictaphone Ad Hoc Committee
dispute).

                   Dictaphone's Arguments

Dictaphone and the other Debtors assure Judge Wizmur that they
believe that they have sound business justification for entering
into the settlements embodied in the Plan. Absent the settlement
of the various disputes described in the Plan Supplement and in
this Motion, Dictaphone will be unable to confirm a plan of
reorganization and emerge from chapter 11, and the other members
of the L&H Group may be compelled to engage in time-consuming,
expensive, and protracted litigation that could adversely impact
their own reorganization efforts and delay their emergence from
chapter 11. Indeed, the resolution of these disputes has allowed
Dictaphone to negotiate and document a plan of reorganization
that has gained the approval of Dictaphone's various creditor
constituencies while simultaneously maximizing value for
Dictaphone's estate and creditors.

The proposed settlements serve the interests of the creditors of
Dictaphone, L&H NV, and L&H Holdings in several respects. The
proposed settlements bring finality to highly contentious and
complex disputes in these chapter 11 cases regarding
intercreditor claims totaling hundreds of millions of dollars
and intercompany allocations that, if litigated, would have cost
the estate a significant amount of resources. The resolution,
compromise and settlement of the disputes set forth above will
enable Dictaphone to emerge from chapter 11 through the
confirmation of the Plan as a reorganized, viable entity.
Accordingly, the members of the L&H Group believe that entering
into the settlements pursuant to the Plan is in the best
interests of its estate and creditors.

                    Judge Wizmur Agrees

Pursuant to the Plan as amended and supplement, and under the
terms of this Motion, the Confirmation Order constitutes the
Bankruptcy Court's approval of the settlements embodied in the
Plan and described in this Motion, so that Judge Wizmur grants
this Motion and approves these settlements through her order
confirming the Plan. (L&H/Dictaphone Bankruptcy News, Issue No.
20; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


MARINER POST-ACUTE: Seeks Okay of 8th DIP Financing Amendment
-------------------------------------------------------------
Mariner Post-Acute Network, Inc. Debtors' DIP Agreement with
Foothill Capital Corporation, successor to The Chase Manhattan
Bank (n/k/a JPMorgan Chase Bank) as agent and lender, and with
various other lenders, will mature on April 1, 2002.  The
Debtors' authority to use their prepetition senior secured
lenders' cash collateral (for which Chase still serves as agent)
will also expire on April 1, 2002 pursuant to the Court's prior
orders.

Accordingly, the Debtors seek the Court's authority to enter
into the "Eighth Amendment to Revolving Credit and Guaranty
Agreement" to:

(1) extend the maturity of the DIP Agreement to May 31, 2002,
    and

(2) extend the consensual use of the cash collateral of the
    Prepetition Senior Secured Lenders, also through May 31,
    2002.

The Debtors submit that they need such an extension because it
is unlikely that the Joint Plan will become effective prior to
the April 1, 2002 maturity of the DIP Agreement which is only
about a week after the confirmation hearing on March 25, 2002.

The Debtors tell the Court that the proposed extension of the
maturity of the DIP Agreement and use of cash collateral through
May 31, 2002 should provide them with sufficient time to
implement the Plan by allowing for the transactions contemplated
by the Joint Plan to close, and to allow the 10-day stay that
Bankruptcy Rule 3020(e) imposes (unless waived).

Continued use of cash collateral is critical to the Debtors'
daily operations given that the vast majority of the MPAN
Debtors' income is derived from the Prepetition Senior Secured
Lenders' collateral, including government reimbursements and the
vast majority of the MPAN Debtors' current cash on hand
constitutes the lenders' cash collateral. Moreover, any
interruption in the MPAN Debtors' use of cash collateral would
cause great concern for the MPAN Debtors' suppliers, patients,
employees, and government regulators. Although the MPAN Debtors
have not been required to borrow under the facility, the
continuation of the debtor in possession financing facility
under the DIP Agreement is equally critical by providing the
estates and their creditors with the assurance that financing
will be available if and when the MPAN Debtors need it.

Following discussions among the parties and their professionals,
the MPAN Debtors, Foothill, and Chase agreed upon the following
basic terms for an extension as set forth in the proposed Eighth
Amendment and Order:

(a) The maturity of the DIP Agreement and the use of the
    Prepetition Senior Secured Lenders' cash collateral shall be
    extended from April 1, 2002 to May 31, 2002;

(b) except as provided in the Eighth Amendment, the terms of the
    DIP Agreement and the Original Final Order (both as
    previously amended) will be unchanged;

The MPAN Debtors believe that the proposed terms of the Eighth
Amendment are fair, reasonable, and an appropriate exercise of
the MPAN Debtors' business judgment.

An alternative source of financing is not feasible, the Debtors
represent, because in the absence of an existing lending
relationship, any alternative lender would charge substantial,
additional due diligence and commitment fees before committing
to provide such financing. In addition, because of the existing
relationships among the DIP Agent, the Prepetition Senior
Secured Lenders, and the DIP financing lenders, extension of the
DIP Agreement avoids many of the potential conflicts that new
financing would entail, including priming and the nonconsensual
use of the Prepetition Senior Secured Lenders' cash collateral.

Accordingly, the MPAN Debtors seek entry of an Order pursuant to
Bankruptcy Code sections 105, 363, and 364 approving the Eighth
Amendment and extending their use of the Prepetition Senior
Secured Lenders' cash collateral through May 31, 2002. (Mariner
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


METROMEDIA FIBER: Defers Interest Payment on 6.15% Sub. Notes
-------------------------------------------------------------
Metromedia Fiber Network, Inc. (NASDAQ: MFNX), the leading
provider of digital communications infrastructure, announced
that it has deferred payment of approximately $30 million of
interest due March 15, 2002 on its $975 million 6.15%
Subordinated Convertible Notes issued to Verizon Communications,
Inc.

MFN is currently negotiating with Verizon with respect to this
payment. If MFN neither reaches an agreement with Verizon nor
makes this interest payment on or before the expiration of a 30-
day grace period an "event of default" under the indenture
governing these notes will occur.

MFN further announced that as a result of a general downturn in
the global communications industry, the Company has withdrawn
its previously announced revenue and normalized EBITDA guidance
for the quarter ended December 31, 2001 and for the year ending
December 31, 2002, its capital expenditure guidance for the year
ended December 31, 2001 and 2002 and its guidance that it would
be normalized EBITDA positive for the quarter ending March 31,
2002. MFN is unable to provide revised guidance at this time.

MFN also announced that it will seek to restructure its
indebtedness. Absent the deferral of the interest payment to
Verizon, MFN would not have been able to make the interest
payment and satisfy its other near-term cash requirements. At
February 28, 2002, MFN had approximately $3.3 billion of
consolidated indebtedness and approximately $37.3 million of
unrestricted domestic cash and cash equivalents. No assurance
can be given that MFN will be able to successfully restructure
its indebtedness in a consensual manner. If MFN is not able to
successfully restructure its indebtedness, MFN may be required
to file for protection under Chapter 11 of the U.S. Bankruptcy
Code. In addition, any potential restructuring of MFN's
indebtedness may result in substantial dilution to MFN's
existing stockholders.

MFN further announced that it had entered into a non-binding
letter of intent to sell its PAIX facilities for approximately
$50 million in cash and an equity interest in the purchaser.
Consummation of the PAIX transaction is subject to a number of
significant conditions to closing, including execution of
definitive documentation, completion of due diligence, obtaining
required consents, and other customary conditions to closing.
MFN expects the PAIX transaction to be consummated in the second
quarter of 2002, although no assurance can be given that the
transaction will be consummated. MFN expects net proceeds from
the PAIX sale at closing, after escrow holdbacks to be
approximately $44.5 million; however, a substantial portion of
those proceeds will be required to repay certain outstanding
indebtedness unless a waiver is obtained. MFN continues to
explore other opportunities in order to satisfy its near-term
and medium-term liquidity needs.

MFN is the leading provider of digital communications
infrastructure solutions. The Company combines the most
extensive metropolitan area fiber network with a global optical
IP network, state-of-the-art data centers, award-winning managed
services and extensive peering relationships to deliver fully
integrated, outsourced communications solutions to Global 2000
companies. The all-fiber infrastructure enables MFN customers to
share vast amounts of information internally and externally over
private networks and a global IP backbone, creating
collaborative businesses that communicate at the speed of light.

Customers can take advantage of MFN's complete, end-to-end
solution or select individual components to complement their
existing infrastructures. By leasing MFN's metropolitan and
regional fiber, customers can create their own, private optical
network with virtually unlimited, un-metered bandwidth at a
fixed fee. For more reliable, secure and high-performance
Internet connectivity, customers can use MFN's private IP
network to communicate globally without ever touching the
public-switched network. Moreover, MFN's comprehensive managed
services enable companies to create a world-class Internet
presence, optimize complex sites and private optical networks,
and transform legacy applications, all with a single point of
contact.

PAIX.net, Inc., a subsidiary of MFN and the original neutral
Internet exchange, offers secure, Class A co-location facilities
where ISPs and other Internet-centric companies can form public
and private peering relationships with each other, and have
access to multiple telecommunications carriers for circuits
within each facility.

For more information on MFN, please visit its Web site at
http://www.mfn.com


METROMEDIA FIBER: Missed Payment Forces S&P Drop Rating to D
------------------------------------------------------------
The corporate credit rating on Metromedia Fiber Network Inc. was
lowered to 'D' on March 18, 2002, based on the company's missed
interest payment due March 15, 2002, on its $975 million 6.15%
subordinated convertible notes issued to Verizon Communications
Inc. The rating on the company's unsecured notes was also
lowered to 'C' and placed on CreditWatch with negative
implications at that time. The company has indicated that it may
seek Chapter 11 bankruptcy protection if it is unable to
restructure its debt.

White Plains, New York-based Metromedia's total debt outstanding
at February 28, 2002, was about $3.3 billion, and total
unrestricted cash was about $37.3 million. The rating on the
unsecured notes will be lowered to 'D' on default of the
interest payments, a bankruptcy filing, or a restructuring, the
last of which would be considered tantamount to default.

DebtTraders reports that Metromedia Fiber Network's 10% bonds
due 2009 (MTFIB1) are quoted at a price of 9. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MTFIB1for  
real-time bond pricing.


MOONEY AIRCRAFT: Wins OK to Sell Assets to Advanced Aerodynamics
----------------------------------------------------------------
Advanced Aerodynamics & Structures, Inc. (OTC Bulletin Board:
AASI) announced it has acquired the assets of Mooney Aircraft
Corporation.  Judge King, presiding over the US Bankruptcy Court
in San Antonio, Texas, signed an order approving the sale at
2:00 PM CST Monday.

"With the completion of this transaction, we will be in a
position to restore full Mooney production in a few months,"
said Roy Norris, Chairman and Chief Executive Officer of AASI.  
He added, "This is the key step in the process of rebuilding the
Mooney product line and in building a major new general aviation
company."

AASI has operated Mooney Aircraft since February 6th under a
plan approved by the US Bankruptcy Court in San Antonio, TX.  
Dale Ruhmel, Executive Vice President of Operations and
Engineering for AASI, commented, "We are in a position to
quickly ramp up production based on the progress we've made in
the past month.  We've inventoried spares, and are in the
process of calibrating the tooling and reconditioning the
machinery.  We're in a position to support heavy production of
spare parts."  Mr. Ruhmel added, "We have detailed plans to
complete the 21 airplanes which were partially completed when
production ceased.  We anticipate completing the first new
Mooney in the third quarter of this year."

Mr. Jack Jansen, Senior Vice President, Operations, has joined
the company with the responsibility of overseeing production
operations in Kerrville.  He brings years of experience to the
company, having previously headed production for both Piper and
Mooney.  The plan calls for the rehiring of furloughed workers
beginning in late March.

Along with the purchase of Mooney, AASI announced that it
intends to change its name to the "Mooney Aerospace Group, Ltd."  
The new Mooney subsidiary is being named the "Mooney Airplane
Company, Inc." and will operate as a wholly owned subsidiary of
The Mooney Aerospace Group, Ltd.

Roy Norris, Chairman, President & CEO of the Mooney Aerospace
Group, said, "I am extremely pleased to announce this important
acquisition as the first step of our strategy to assemble a new
and vibrant general aviation manufacturer composed of the very
best aircraft products available today along with revolutionary
newly developed aircraft products using the latest in technology
and cost effective manufacturing techniques."  Norris indicated
that he intends for all aircraft manufacturing for the Mooney
Aerospace Group to take place at Mooney's Kerrville, Texas,
manufacturing facility.

Norris further commented, "AASI chose to acquire Mooney in order
to maximize shareholder value, a company with sales of $42
million in 2000.  Any aircraft company operating in today's
business environment needs to have a multiple model product line
and be composed of both currently produced top of the line
aircraft models as well as new development products that take
advantage of recent technology advances.  In acquiring Mooney,
AASI has transformed itself from a startup development company
to a going concern and a leading supplier of piston engine
aircraft with exciting new models under development."

Mooney produces top of the line, single engine piston airplanes
including the Eagle, the Ovation2, and the Bravo, which are the
performance leaders in the four-passenger single engine aircraft
market.  For over 50 years, the company has produced high
performance piston aircraft, which are considered by many to be
the "best of breed" in the owner-flown aircraft market.  There
are more than 10,000 Mooney aircraft in operation around the
world.  "We intend to employ proven manufacturing techniques and
production control methodologies along with improved sales and
distribution techniques to reduce the cost of Mooney aircraft
and significantly improve the price performance ratio of all
Mooney models," Norris added.

Norris also commented on AASI's JETCRUZER 500 program.  "Once
our new top management team was in place, I asked Dale Ruhmel,
our new Executive Vice President of Engineering and an industry
acknowledged expert on light aircraft design and certification,
to conduct a full technical review of the JETCRUZER 500
program."  Based on initial results from the review process,
AASI announced previously that an estimated 18 month period of
redesign of the JETCRUZER 500 would be necessary in order to
reduce the weight of the aircraft, to reduce its manufacturing
costs, and to make it compatible with the Mooney line of
aircraft.

Norris reported Monday, "We are continuing our technical review
of the JETCRUZER 500 for compliance with FAA certification
requirements in such areas as external noise level, weight and
balance, and spin resistant certification."

Norris also reported that the company has entered into
discussions with Century Aerospace Corporation concerning
acquisition of the rights to manufacture the Century Jet, one of
the exciting new entrants in the "micro-jet" market.  Norris
said, "Bill Northrup has developed a revolutionary new business
jet design with the Century Jet that could be priced more than
one million dollars below the current least expensive business
jet.  It could set a new benchmark for low cost business travel
by private aircraft and provide a cost effective alternative to
airline travel for small- and medium-sized businesses."

Confirming earlier reports Norris indicated, "We continue to
pursue additional acquisitions of other top of the line general
aviation models and new product development programs that will
complement our existing product lines."


NATIONAL STEEL: Will Maintain Existing Cash Management System
-------------------------------------------------------------
Prior to the Petition Date, National Steel Corporation and its
debtor-affiliates used a centralized cash management system
similar to those utilized by other major corporate enterprises
in the ordinary course of business.

National Steel's Vice President and Treasurer William E.
McDonough relates that the Debtors' cash management system is
designed to efficiently collect, transfer, and disburse funds
generated from the Debtors' operations and to record accurately
such collections, transfers and disbursements. "The Debtors'
centralized cash management system allows them to concentrate
cash and invest excess cash, thus, maximizing the return on
excess cash," Mr. McDonough says.

The principal components of the Cash Management System are:

  (i) Lockbox Accounts

      The Debtors maintain ten lockbox accounts, which are used
      to collect payments from customers.  The Debtors'
      customers remit payments to post office box addresses
      established by the Debtors.  On a daily basis, the
      balances in the Lockbox Accounts are swept or transferred
      into either the Concentration Account or the
      Operating/Concentration Account.

(ii) Concentration Account

      The Debtors maintain a concentration account at Mellon
      Bank.  This account is a zero balance account.  On a daily
      basis, any balance in this account is applied against the
      obligations under the Pre-Petition Credit Agreement as
      well as funds the Debtors can borrow to operate.

(iii) Operating/Concentration Account

      The Debtors have one primary account to centralize
      disbursements through the cash management system, which is
      the Operating/Concentration Account at Mellon Bank.  This
      account acts as a concentration account with respect to
      those Lockbox Accounts that deposit directly into the
      Operating/Concentration Account.  This account is also
      used to fund:

      (a) wire payments to lenders, suppliers and utilities
          among others;

      (b) certain regular Automatic Clearing House payments
          associated with services provided by vendors and third
          party administrators related to employee benefits, as
          well as payroll for ProCoil Corporation;

      (c) accounts payable payments, payroll and employee
          benefits through controlled disbursement accounts; and

      (d) tax obligations through a segregated tax funding
          account.

(iv) Controlled Disbursement Accounts

      The Debtors use 25 controlled disbursement accounts
      established by lines of business to make payments via
      check, Automatic Clearing House and wire transfer.
      Majority of check activity is processed via controlled
      disbursement.  These accounts are used to pay by check the
      Debtors' operating expenses and other obligations.

  (v) Investment Accounts

      The Debtors maintain one money market investment account
      with Citibank, N.A. for the investment of excess cash.

(vi) Payroll

      The Debtors' payroll and related benefits are processed
      through several separate Controlled Disbursement Accounts.
      In general, National Steel's corporate personnel process
      these disbursements.  However, in certain instances, third
      party administrators are used.

Mr. McDonough further relates that the Debtors' Cash Management
System allows for:

  (i) overall corporate control of funds;

(ii) certain cash availability when and where needed among the
      Debtors and non-debtor Affiliates; and

(iii) the reduction of administrative costs through a
      centralized method of coordinating funds collection and
      movement.

"The Debtors smooth transition into and out of Chapter 11
depends on their ability to maintain these bank accounts and
operate this Cash Management System without interruption," Mr.
McDonough asserts.  Adopting new, segmented cash management
systems would be expensive and would create unnecessary
administrative burdens as well as disrupt the Debtors' business
operations, Mr. McDonough contends.

                            *   *   *

Convinced it is in the Debtors' best interests, Judge Squires
authorizes the Debtors to continue to use their existing Cash
Management System.  After the Petition Date, all banks at which
the bank accounts are maintained are authorized and directed to
continue to administer the accounts as such during the pre-
petition, without interruption and in the usual ordinary course
of business.

The Court further directs that each bank that maintains a
disbursement account shall implement reasonable handling
procedures to avoid payment of a pre-petition check.  But, no
bank that implements reasonable procedures and then honors a
pre-petition check or other item drawn on any account shall be
deemed liable to the Debtors or their estates either:

  (i) at the direction of the Debtors to honor such pre-petition
      check or item;

(ii) in good faith belief that the Court has authorized such
      pre-petition check or item to be honored; or

(iii) as a result of an innocent mistake made despite
      implementation of such handling procedures. (National
      Steel Bankruptcy News, Issue No. 2; Bankruptcy Creditors'           
      Service, Inc., 609/392-0900)


NATIONSRENT INC: Committee Members Seek Okay to Trade Securities
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
cases of NationsRent Inc., and its debtor-affiliates asks the
Court for an order permitting its members (including both
present members and each future member, if any, and their
affiliates) to trade in the Debtors' Securities during the
pendency of these cases, on the condition that they establish
and effectively implement policies and procedures -- such as an
Ethical Wall -- to prevent the misuse of material nonpublic
information obtained as Committee members.

Daniel K. Astin, Esq., at The Bayard Firm in Wilmington,
Delaware, submits that certain present members, including the
PPM America, Inc., are investment advisors or managers that
provide investment-advisory services to institutional, pension,
mutual fund and high net-worth clients and affiliated funds and
accounts.  These members may buy and sell securities and other
financial assets for their own portfolios.  As part of these
regular business activities, the members have duties to maximize
returns for their clients or shareholders through buying and
selling of securities and other financial assets.

By this motion, Mr. Astin acknowledges that the members have
certain legal duties regarding material non-public information
about the non-debtor group.  In addition, the members
acknowledge that trading in securities by members may implicate
various federal laws limiting or attaching consequences to
trading in securities on the basis of material nonpublic
information.  Mr. Astin tells the Court that if the members are
barred from trading securities during the pendency of these
cases because of their service on the Committee, they risk the
loss of potentially beneficial investment opportunities for
their clients and themselves. Alternatively, if members resign
from the Committee, their clients' interest may be compromised
by virtue of the members taking less active role in the
reorganization process.

To resolve this dilemma, Mr. Atin observes that other bankruptcy
courts have permitted active Committee members to engage in
securities trading provided they establish Ethical Walls.

The Committee proposes these Ethical Wall Procedures in
NationsRent's cases:

A. written acknowledgement by personnel performing committee
   work that they could receive nonpublic information and are
   aware of the Ethical Wall procedures in effect;

B. a prohibition on the sharing of nonpublic committee
   information with employees that are not responsible for
   performing any committee-functions except in-house legal
   counsel;

C. creation of separate file space for committee work that is
   inaccessible to employees that are not responsible for
   performing any committee-related functions;

D. restrictions on committee personnel's access to trading
   information; and,

E. establishment of a compliance review process.

Mr. Atin argues that any current or future members that engage
in the business of trading securities should not be precluded
from trading in securities of any member of the non-debtor group
during their tenure on the Committee. The members have resources
and experience, including knowledge of the Debtors' business,
industry and capital structure that render them particularly
valuable for official creditors' committee service. In addition,
because the members are among the non-debtor group's largest
creditors or representatives thereof, they have a great
incentive to pursue the Committee's work diligently toward the
goal of promptly confirming a chapter 11 plan. (NationsRent
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NORTHERN MOUNTAIN: CDNX Delists Shares Effective March 15, 2002
---------------------------------------------------------------
Effective at the close of business on March 15, 2002, the common
shares of Northern Mountain Helicopters Group Inc. ("NMH") was
delisted from CDNX for failing to maintain Exchange Listing
Requirements.

The securities of the Company have been suspended in excess of
twelve months.


OGLEBAY NORTON: Sets Annual Shareholders' Meeting for April 24
--------------------------------------------------------------
The Annual Meeting of Shareholders of Ogelbay Norton Company
will be held on April 24, 2002, at The Forum Conference and
Education Center, 1375 East Ninth Street, Cleveland, Ohio, at
10:00 a.m., Cleveland, Ohio time. At the Annual Meeting,
shareholders will be asked to:

        1.   Elect nine Directors for a one year term expiring
             in 2003;

        2.   Approve the 2002 Stock Option Plan; and

        3.   Hear reports and transact any other business that
             may properly come before the Annual Meeting.

The Board of Directors fixed the close of business on March 6,
2002 as the record date for determining the shareholders
entitled to notice of, and to vote, at the Annual Meeting, or at
any postponement or adjournment of the Annual Meeting.

Oglebay Norton Company, a Cleveland, Ohio-based company,
provides essential minerals and aggregates to a broad range of
markets, from building materials and home improvement to the
environmental, energy and metallurgical industries. Building on
a 147-year heritage, our vision is to become the premier growth
company in the industrial minerals industry. At September 30,
the company had a working capital deficiency of about $210
million.


OPTICON MEDICAL: May Opt to File for Bankruptcy to Get Financing
----------------------------------------------------------------
Opticon Medical, Inc. (OTC Bulletin Board: OPMI) announced that
the company had nearly exhausted its cash resources and was in
discussions with potential sources of interim funding, including
sources that might be prepared to fund a reorganization of the
company under Chapter 11 of the Bankruptcy Code.  The company
received a short term secured loan of $50,000 last week to meet
immediate cash needs pending continuation of these discussions.  
Opticon President, Glenn Brunner, stated that the company is
considering all available alternatives, including reorganization
under Chapter 11 and liquidation under Chapter 7 of the
Bankruptcy Code.

Opticon Medical is a development stage medical device company
engaged in the development and marketing of a series of
innovative and cost-effective products for use in urology and in
the management of urinary incontinence.


PERRY ELLIS: Firming-Up Pending Acquisition of Jantzen Brand
------------------------------------------------------------
Perry Ellis International, Inc. (Nasdaq:PERY) reported results
for the fiscal year ended January 31, 2002. The Company
announced that total revenue for the fiscal year ended January
31, 2002 was $279.7 million versus $287.4 million for the fiscal
year ended January 31, 2001. The Company reported fully diluted
earnings per share for the fiscal year ended January 31, 2002 of
$1.01, compared to diluted earnings per share of $1.16 for
fiscal year-end January 31, 2001.

"We are extremely satisfied with our results for the past year
and believe that our earnings would have exceeded analyst
expectations had it not been for K-Mart's unexpected bankruptcy
filing, as well as some supply chain disruptions during the last
ten days of our fiscal year," said George Feldenkreis, Chairman
and Chief Executive Officer.

Business highlights for the fiscal year included the following:

     --  We continued to be design and market innovators and as
a result, our product lines continue to have great sell through
at retail, especially in the mass markets and national chains.

     --  We expanded our growth in the corporate market, which
culminated with the execution of a new licensing agreement with
Nautica Enterprises. This agreement covers the sale of Nautica-
branded apparel, bags, and accessories to the corporate ASI
market. Shipping under this agreement began in January 2002.

     --  In a period of rapid technological change and
opportunity, the Company launched a comprehensive three-year
supply chain overhaul. This overhaul is predicated on the
Company's belief that improved information flow is essential in
today's global economy. The investment in enterprise-wide
sourcing and demand management technology during fiscal year
2003 will bring this capability to Perry Ellis, allowing the
Company to accelerate it's revenue growth and provide
significant shareholder returns.

"The fact that the Company posted such a solid performance under
challenging circumstances is a testament to the strength and
innovation of our organization, the resourcefulness and
dedication of our professional staff, the strong diversification
of brands and distribution channels, the economies of scale
afforded by our superior sourcing, and the consumer appeal of
the products we offer" said Oscar Feldenkreis, President and
Chief Operating Officer. "As a result, we believe that FY 2003
will be a period of improved profitability and increased
productivity."

George Feldenkreis added, "The Perry Ellis business model works
well. Our brand and channel diversity facilitates growth in a
variety of business cycles. As announced [Sun]day, we are moving
forward with our acquisition strategy as we finalize the pending
acquisition of the Jantzen brand. This acquisition represents
our first entree into the swimwear market where we will build on
the heritage of the Jantzen brand. This brand is ranked among
the highest brands in consumer awareness and presents a great
opportunity to capitalize on its worldwide reputation for high
quality swimwear."

Perry Ellis International markets men's, women's and children's
products in over 40 different categories under the Perry
Ellis(R), Perry Ellis Portfolio(R) and Perry Ellis America(R)
trademarks. Perry Ellis products are available in the United
States and in more than 26 countries with worldwide retail sales
of over $1.5 billion. Supreme International, a division of PEI
manufactures, markets and distributes other trademarks both
domestically and internationally including, Munsingwear(R), John
Henry(R), Manhattan(R), and PING Collection(R) among others.
Additional information on PEI is available at
http://www.perryelliscorporate.com  

                         *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its 'B+' rating to sportswear designer Perry
Ellis International Inc.'s proposed $50 million senior secured
notes due 2009. According to S&P, 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.


PHILIP SERVICES: Seeking Covenant Amendments Under Credit Pact
--------------------------------------------------------------
Philip Services Corporation (Nasdaq: PSCD/TSE: PSC) announced it
has secured $30 million in interim financing under the Company's
revolving loan facility. In addition, the Company will be
modifying its corporate structure in order to increase the
autonomy of its three primary operating groups.

PSC is in discussion with its lenders to replace the interim
financing with a $60 million increase in the current line of
credit and believes it has reached an agreement in principle.
The agreement to provide the financing would also amend the
Company's financial covenants and extend the revolving loan
facility through the first quarter of 2003. The impact of the
slow economy in 2001 on the Company's financial performance and
the continuing difficulties in the bonding and insurance markets
led the Company to seek a more stable financial platform for
future operations. A key result of the proposed amendments,
would be to restore PSC to compliance with its loan agreements
and to cause its debt to be classified as long-term in future
financial statements.

Separately, the Company announced closure of the Chicago office
in the near future and changes to its organizational structure
that will decentralize a number of corporate responsibilities to
the Company's three operating divisions. In light of this new
structure, Mr. Anthony Fernandes, Chairman and CEO, has advised
the Board of Directors that he will be departing the Company at
the end of March 2002.

"I have confidence in the business model of PSC and am pleased
with the accomplishments of the last two years" said Mr.
Fernandes. "This is definitely a Company that can be successful
in the outsourcing market with a committed workforce and client
focus. While the businesses were impacted by the soft economy
last year, the three units are well situated to take advantage
of their strong position in the marketplace as the economy
rebounds."

Upon his departure, the presidents of PSC's three operating
groups, Industrial Outsourcing, Environmental Services and
Metals Services, will report directly to the PSC Board of
Directors. Continuing corporate functions will be relocated from
Chicago to PSC's Houston office by the end of the second quarter
2002.

"Tony Fernandes was instrumental in developing PSC into a mature
organization with a significant emphasis on safety, streamlined
and standardized processes and a focus on profitable growth,"
said Robert Knauss, Chairman of the Governance Committee of the
PSC's Board of Directors. "Over the past several months he has
been unwavering in his efforts to secure covenant changes and
additional working capital financing necessary to provide long-
term stability. On behalf of the Board and all the employees of
PSC we thank him for his tenacity and belief in the strength of
our company and its people."

PSC is an integrated industrial services and metals recovery
company with operations throughout North America. PSC delivers
diversified industrial services, together with environmental and
metals services, to major industrial sectors.


PHILIPS INT'L: Kensington Investment Reports 14.5% Equity Stake
---------------------------------------------------------------
Kensington Investment Group, Inc. beneficially own 1,066,700
shares of the common stock of Philips International Realty
Corporation, representing 14.5% of the outstanding common stock
of the Company.  Kensington holds sole power to vote or dispose
of the total number (1,066,700) of shares held.

Philips International Realty is a real estate investment trust
(REIT) formed to take over the shopping center operations of the
Philips Group, a group of companies associated with chairman and
CEO Philip Pilevsky. Disappointed by its shares' performance in
the stock market, the company has sold off most of its assets
and plans to dissolve itself. Philips International Realty's
real estate portfolio includes seven neighborhood and community
shopping center properties located primarily in California.
Kmart stores occupy the anchor position in all of the REIT's
remaining properties. A property management company affiliated
with the Philips Group manages the REIT's shopping centers.

As reported in the March 15, 2002 edition of Troubled Company
Reporter, Philips International Realty expects continued delay
in the completion of its plan of liquidation as a result of the
uncertainty pertaining to the ultimate status of the Kmart
leases. Also, the report said, the potential impact on the
proceeds from sales of the Company's remaining five properties
and the Company's target of approximately $18.25 of aggregate
liquidating distributions to shareholders cannot currently be
evaluated. The uncertainty that continues to surround Kmart
could impede the Company's ability to achieve prompt sales of
its remaining assets at acceptable prices.

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


PLANVISTA: Nearing Completion of Debt Restructuring Transaction
---------------------------------------------------------------
PlanVista Corporation (NYSE: PVC) announced that it intends to
issue approximately 28,600 shares of Series C Convertible
Preferred Stock pursuant to the terms of a Series C Convertible
Preferred Stock Issuance and Restructuring Agreement among PVC
and the various lenders under PVC's existing credit facility, in
connection with a debt-for-equity swap which will reduce over
$28.6 million of PVC's debt to such lenders.  This debt-for-
equity swap and proposed restructure will reduce the outstanding
debt under PVC's credit facility to approximately $40.0 million,
and will cure PVC's current defaults under such facility.  

The Preferred Shares shall, among other things, (i) have a
liquidation preference of approximately $28.6 million plus
accrued and unpaid dividends, (ii) accrue dividends at the rate
of 10% per annum until the first anniversary of their date of
issuance and 12% of the liquidation preference per annum
thereafter, being payable in cash or, at the Company's option,
in kind in shares of Series C Preferred Stock, (iii) be
redeemable (subject to compliance with certain financial
requirements) at the liquidation preference plus all accrued and
unpaid dividends, and (iv) prior to conversion authorize the
holders of the Preferred Shares to initially elect three out of
seven members of PVC's Board of Directors, increasing to four of
seven members upon the occurrence of certain events, and will
vote with the Common Stock on an as-converted basis upon the
occurrence of such events and when the number of Preferred
Shares outstanding drops below 12,000 shares. The Preferred
Shares may not be converted to Common Stock prior to the 18-
month anniversary of their issue date.  Upon conversion of the
Preferred Shares the Senior Lenders, as a group, will own 51% of
the Company's outstanding shares of Common Stock.

The described transaction would normally require approval of
stockholders according to the Stockholder Approval Policy of the
New York Stock Exchange.  The Audit Committee of the Board of
Directors of Plan Vista Corporation determined that delay
necessary in securing stockholder approval prior to the issuance
of the Preferred Shares would seriously jeopardize the financial
viability of the Company.  Because of that determination, the
Audit Committee, pursuant to an exception provided in the
Exchange's shareholder approval policy for such a situation,
expressly approved the Company's omission to seek the
stockholder approval that would otherwise have been required
under that policy. The Exchange has accepted the Company's
application of the exception.

PVC, in reliance on the exception, is mailing to all
stockholders a letter notifying them of its intention to issue
the Preferred Shares without seeking their approval.  Ten days
after such notice is mailed, PVC will proceed to issue
certificates for the Preferred Shares, subject to finalization
of the restructuring documents and satisfaction of the
conditions to the restructuring.

The Company also announced that it is continuing its efforts to
close on the transaction involving its new credit facility and
debt restructure.  The transaction was announced on January 23,
2002 and was originally expected to close on or before March 15,
2002.  The parties have agreed to extend the period during which
the transaction can be completed through March 29, 2002.

PlanVista Solutions is a leading health care technology and
product development company, providing medical cost containment
for health care payers and providers through one of the nation's
largest independently owned full- service preferred provider
organizations.  PlanVista Solutions provides network access,
electronic claims repricing, and claims and data management
services to health care payers and provider networks throughout
the United States. Visit the company's Web site at
http://www.planvista.com


POLAROID CORP: Seeking Approval of Revised $4.5MM Bonus Plan
------------------------------------------------------------
DebtTraders reports that Polaroid Corporation is seeking
approval of its revised $4.5 million bonus plan. The company
withdrew its original incentive and retention bonus plan
following a backlash by retirees whose health insurance benefits
were cut. The Company, which has lost 15% of its U.S. workers
since filing in October of 2001, now claims that it is short-
staffed. According to Polaroid's lawyers maintain that "the lack
of a retention plan has made a difficult situation worse."

Polaroid Corp., filed for Chapter 11 bankruptcy protection in
October of 2001.

DebtTraders analysts Daniel Fan, CFA, and Blythe Berselli, CFA,
advise that Polaroid Corporation's 11.50% bonds due 2006 were
last quoted at a price of 6.0. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=PRD3


PSINET: Agrees to Reimburse JPMorgan Chase for $5.17MM L/C Draws
----------------------------------------------------------------
PSINet Inc. and JPMorgan Chase Bank ask the Bankruptcy Court to
approve a Stipulation that modifies the automatic stay to allow
Chase to liquidate and apply cash collateral to satisfy PSINet's
reimbursement obligations -- approximately US$5.17 million -- in
respect of recent draws by beneficiaries on three letters of
credit.

Chase issued the three L/Cs pursuant to Standby or Performance
Letter of Credit Applications and Agreements entered by the
parties prior to the Petition Date. The face amounts are
US$300,000.00, US$248,543.00 and US$8,293,000.00. The respective
beneficiaries have drawn down the L/Cs in the amount of
US$300,000.00, US$248,543.00 and US$4,620,792.60 for which Chase
has not been reimbursed.  All three L/Cs have now expired.

PSINet agrees to reimburse Chase for: (a) the face amount of any
draw; (b) interest from the date of the draw to the date of
reimbursement (at Chase's prime commercial lending rate, plus
3.0%;); (c) Chase's customary commissions equal to 0.40% per
annum on the undrawn face amount of the outstanding Letters of
Credit.

PSINet deposited Cash Collateral to secure the Reimbursement
Obligations in a restricted account maintained by Chase.

In addition to authorizing Chase to apply the cash collateral to
satisfy PSINet's Reimbursement Obligation, the Stipulation would
requires Chase to release the excess cash collateral remaining
in the account -- which exceeds US$3.5 million -- to PSINet's
estate.

The Stipulation also provides that PSINet is released and
discharged from all Reimbursement Obligations and any other
obligations, liabilities, debts, security interests, pledges,
liens, encumbrances or other interests in respect of the Letter
of Credit Agreements and the Cash Collateral Agreements.

Based on their review of Chase's claims and security interests,
the Debtors believe it is unlikely they could successfully
challenge the validity, amount or perfection of such claims and
security interests.

The Debtors believe the Stipulation represents the most
efficient resolution of these claims and the quickest recovery
of the excess cash collateral for the benefit of the Debtors'
estates.

The Debtors believe the Stipulation is fair and equitable and in
the best interests of their creditors and estates.

The Debtors have reviewed the principal terms of the Stipulation
with counsel for the Committee and believe that the Committee
does not oppose the relief sought in this Motion.

Accordingly, the Debtors ask the Court to approve the
Stipulation pursuant to Section 362(d) of the Bankruptcy Code
and Rule 4001(d) of the of the Bankruptcy Rules.

In order to speed the recovery of the excess Cash Collateral for
the benefit of the Debtors' estates, and to minimize the
interest accrual to which Chase, as an oversecured creditor,
appears entitled, the Debtors request that the Court provide
that the Stipulation shall be effective and enforceable
immediately upon entry by the Court and that the stay pursuant
to Fed. R. Bankr. P. 4001(a)(3) (to the extent applicable) is
waived. (PSINet Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


RADIO ONE: Secures Bank Facility Amendment to Ease Liquidity
------------------------------------------------------------
Radio One, Inc. (Nasdaq: ROIAK, ROIA) announced the amendment of
its existing $600 million senior secured credit facility.  The
amendment adjusts various covenant levels through the end of
2004, while leaving post-2004 covenants at their original
levels.  Additionally, the Company announced that, given the
current state of business, it expects to exceed its first
quarter revenue, BCF, EBITDA and ATCF guidance.

Scott R. Royster, the Company's Executive Vice President and CFO
stated, "I am very pleased with the components of this bank
amendment and want to thank our bank group for being so
supportive of the Company.  We are committed to deleveraging our
balance sheet and this amended facility, coupled with
appropriate deleveraging, will provide us with significant
financial flexibility that will be important as the economy
strengthens and further business opportunities develop.  
Furthermore, we are pleased to report that the outlook for our
business has improved fairly dramatically.  As such, we expect
to exceed our first quarter guidance and are cautiously
optimistic that the second quarter will show even faster revenue
growth than that which we expect to report for Q1."

Radio One is the nation's seventh largest radio broadcasting
company (based on 2001 pro forma revenue) and the largest
primarily targeting African-American and urban listeners.  Pro
forma for all announced acquisitions and operating agreements,
the Company owns and/or operates 65 radio stations located in 22
of the largest markets in the United States and programs five
channels on the XM Satellite Radio, Inc. system.


SERVICE MERCHANDISE: Intends to Sell All Fixtures & Equipment
-------------------------------------------------------------
Service Merchandise Company, Inc., and its debtor-affiliates
seek the Court's approval to sell substantially all of their
furniture, fixtures and equipment located at its 218 Stores,
free and clear of liens, claims and encumbrances.

Paul G. Jennings, Esq., at Bass, Berry & Sims PLC, in Nashville,
Tennessee, informs Judge Paine that the Debtors, in consultation
with their wind-down consultants -- Abacus Advisory & Consulting
Corp. LLC -- decided that the sale of the Fixtures will maximize
the recoveries to creditors.

Mr. Jennings relates that the Debtors have undertaken thorough
marketing efforts to identify potential buyers of the Fixtures.
Several parties showed their interest as demonstrated by the
proposals received. After evaluating the proposals, the Debtors
conclude that to sell the fixtures as a package is more
advantageous than on a piecemeal basis.

Mr. Jennings asserts that the bulk sale will:

    -- reduce the Debtors' administrative charges for the
       transactional costs in disposing the fixtures; and

    -- no party in interest is prejudiced by the bulk sale
       because the Fixtures are available to be purchased from
       the winning Purchaser. (Service Merchandise Bankruptcy
       News, Issue No. 28; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


SERVICE MERCHANDISE: Designation Rights Sold for $235 Million
-------------------------------------------------------------
Developers Diversified Realty (NYSE: DDR) announced that a joint
venture among Developers Diversified, Lubert-Adler Funds and
Klaff Realty, L.P. has been awarded asset designation rights for
all of the retail real estate interests of the bankrupt estate
of Service Merchandise Corporation for approximately $235
million. Developers Diversified will have a 25% interest in the
joint venture.  In addition, Developers Diversified will earn
fees for the management, leasing, development and disposition of
the real estate portfolio.  The designation rights enable the
joint venture to determine the ultimate disposition of the real
estate interests held by the bankrupt estate.  The portfolio
consists of approximately 227 Service Merchandise retail sites,
totaling approximately 12.4 million square feet.

Scott A. Wolstein, Chairman and CEO of Developers Diversified,
commented, "We are pleased to announce this transaction, which
is a natural fit to our core business.  Our role in remarketing
the portfolio clearly plays to our leasing and development
strengths and will further solidify relationships with our
national tenants by providing them opportunities to grow and
capture additional market share."

Final approval of the transaction was announced March 16, 2002
by the US Bankruptcy Court in Nashville, Tennessee.  The
transaction is expected to close on March 19, 2002, at which
time the designation rights will be transferred to the joint
venture.

Developers Diversified currently owns and manages approximately
230 shopping centers in 41 states totaling 57 million square
feet of retail real estate.  Developers Diversified is a self-
administered and managed real estate investment trust (REIT)
operating as a fully integrated real estate company which
acquires, develops and manages shopping centers. You can learn
more about Developers Diversified on the Internet at
http://www.ddrc.com


STANDARD AUTOMOTIVE: Files for Chapter 11 Reorg. in New York
------------------------------------------------------------
Standard Automotive Corporation (AMEX:AJX) announced that to
facilitate the sale or restructuring of some or all of its
subsidiaries, it, Ajax Manufacturing Company and certain of its
subsidiary holding companies -- CPS Enterprises, Inc., Barclay
Investments, Inc. and Critical Components Corporation -- have
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York. Ajax Manufacturing Company was
the only operating company included in the filing. The Company
noted that its primary objective is to minimize the impact of
the restructuring process on its operating companies.

Concurrently, Standard Automotive said it received a proposal
for a commitment for up to $5 million in debtor-in-possession
(DIP) financing from Raymond International, W.L.L. to fund
operations during the process. The proposal and financing
provided for therein would be subject to Court approval. The
Company is optimistic this facility will provide sufficient
financial resources to operate its business as usual during the
Chapter 11 process.

"This restructuring process allows time for prospective buyers
to evaluate the Company and its operations while day-to-day
business activities continue without interruption," said John E.
Elliott, II, chairman and chief restructuring officer, who
joined the Company on February 11. "A sale of some or all of the
Company's subsidiaries is in the best interests of all
constituents because it will create greater access to the
financial resources necessary for such subsidiaries to prosper
and grow, and have the least impact on the jobs of their
employees." Mr. Elliott noted over the past few months the
Company has held the line on costs while preliminary discussions
have been held with prospective buyers for all or parts of the
Company. He added that the Company intends to retain, subject to
Court approval, Baltimore-based investment-banking firm Legg
Mason Wood Walker, Inc. to help facilitate the sale.

Mr. Elliott emphasized that daily operations will continue as
usual while the restructuring is completed and expects that
neither employees nor customers of Standard Automotive should
notice any difference in operations as a result of the filing.
"Our facilities will remain open and all aspects of the business
will go on as before the Chapter 11 filing," Mr. Elliott said.
"Our employees will continue to be paid as they always have and
transactions that occur in the ordinary course of business will
proceed as usual."

Standard Automotive is a diversified company with production
facilities located throughout the United States, Canada and
Mexico. Standard Automotive manufactures precision products for
aerospace, nuclear, industrial and defense markets, and it
builds a broad line of specialized dump truck bodies, dump
trailers, and related products.


STANDARD AUTOMOTIVE: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Standard Automotive Corporation
             280 Park Avenue, 21st Floor West
             New York, New York 10017-1216

Bankruptcy Case No.: 02-11259

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Ajax Manufacturing Company                 02-11257
     CPS Enterprises, Incorporated              02-11263
     Barclay Investment, Incorporated           02-11261
     Critical Component Corporation             02-11265
     
Type of Business: Standard's Truck Body/Trailer Division
                  designs, manufactures and distributes trailer
                  chassis for use primarily in the transport of
                  shipping containers and a broad line of
                  specialized dump truck bodies, dump trailers,
                  truck suspensions and other related
                  assemblies.

                  Standard's Critical Components Division
                  specializes in the fabrication of precision
                  assemblies for the aerospace, nuclear,
                  industrial and military markets.

Chapter 11 Petition Date: March 19, 2002

Court: Southern District of New York

Debtors' Counsel: J. Andrew Rahl, Jr., Esq.
                  Anderson Kill & Olick, P.C.
                  1251 Avenue of the Americas
                  New York, New York 10020
                  Telephone:(212) 278-1000

Total Assets: $113,897,852

Total Debts: $124,975,304

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Mintz, Levin, Cohn, Ferris,  Legal                    $666,291
Glovsky & Popeo
666 Third Avenue
New York, New York 10020
212-935-3000

James F. "Pat"              former CEO severance      $656,750
O'Crowley III               and related
344 Third Avenue,
Apartment 18D
New York, New York 10010
(212) 481-2373

Morgan, Lewis & Bockius     Legal                     $306,295
101 Park Avenue
New York, New York 10178-0060
(212) 309-6000

Arthur Anderson LLP         Auditing                  $188,895

McCarter & English, LLP     Legal (secured             $95,134
                             lenders' attorneys)

Gowlings Suite 2600                                    $65,000

SSI (U.S.) Inc.                                        $56,696

BP 280 Park Avenue LLC                                 $56,348

Scialabba & Morrison, P.C.  Legal                      $34,900

Policano & Manzo            Accounting                 $29,792

Hogan & Hartson, LLP        Legal                      $29,268

Accountemps                 Temporary Accounting       $23,844

Kemi                        Insurance                  $23,386

Brobeck, Phleger            Legal                      $28,000
& Harrison, LLP

The Hartford                Insurance                  $18,598

ING Barings                 Financial                  $16,814

Edward W. Hayes, P.C.       Legal                      $16,227

Burrups                                                $16,832

Carl Marks                  Consulting                 $15,010

Sills Cummis Radin          Legal                      $15,000


SUNRISE TECHNOLOGIES: Inks Pact to Acquire ScienceBased Health
--------------------------------------------------------------
Sunrise Technologies International Inc. (OTC Bulletin Board:
SNRS) announced it has entered into a non-binding Letter of
Intent with Aragon Ventures LLC for Sunrise to acquire all of
the equity of SBH Holdings LLC. ScienceBased Health sells ocular
nutraceuticals primarily through ophthalmologists. It is
expected to have 2002 sales of approximately $5-6 million, and
free cash flow of approximately $600 thousand annually. In
addition, the Company announced an out-of-court restructuring
plan, all as more particularly detailed in the Company's filing
on Form 8-K, filed today, which contains the Letter of Intent as
an exhibit. Investors and creditors are urged to access the 8-K
filing for more details. There can be no assurance that the
acquisition or restructuring plan will be consummated.

David Brewer, managing partner of Aragon Ventures said, "Aragon
previously invested $10 million into Sunrise and I personally
guaranteed the Company's bank loan. We were great believers in
the technology then, and we are great believers in the
technology now. We are not going to let this important, valuable
technology die. Also, the Company has obligations to its
ophthalmologists and patients that we want to help the Company
honor."

Under the restructuring plan, trade creditors with verified
invoices can receive up to 100% of their claims by converting
into Series D Convertible Preferred Stock, which has a mandatory
2 year pay-off beginning in year 5. The Series D Convertible
Preferred Stock is convertible into common after 3 years at a
conversion price equal to the then market price of the common
stock. The plan calls for 97% of the unsecured creditors to
agree to the restructure. If this threshold is not reached, the
Company will have no choice but to pursue an insolvency
proceeding, which, in the opinion of Aragon, would leave nothing
for the unsecured creditors, after administrative and legal
expenses.

The restructuring plan also calls for an additional $2 million
of Series B Convertible Preferred Stock to be raised from
existing or other accredited investors at an approximately $.06
price per share. This money will be used as additional working
capital. A $10-15 million institutional financing is planned for
later.

In addition, John Hendrick resigned on March 11, 2002, as
President & Chief Executive Officer and as a director of the
Company, coincident with the layoff of all the remaining
employees of the Company on March 8, 2002. Anesti Management
LLC, an affiliate of Aragon, will run the Company on a day-to-
day basis, pursuant to an interim management agreement.

Sunrise Technologies International, Inc. is a refractive surgery
company based in Fremont, California, that has developed holmium
YAG laser-based systems that utilize a patented process for
shrinking collagen developed by Dr. Bruce Sand in correcting
ophthalmic refractive conditions.

Internet users can access Sunrise's World Wide Web site at
http://www.sunrise-tech.com


SUPERVALU: Will Close & Sell Belle Vernon Distribution Facility
---------------------------------------------------------------
According to the March 18, 2002 edition of Scrambled Eggs,
SUPERVALU Inc. will padlock in late summer its 700,000 square-
foot distribution center in Belle Vernon, Pennsylvania, and may
put the facility up for sale following the closure. The report
also says that as a result the operations in the facility will
then be transferred to its other Pennsylvania distribution
center, which is a 724,000 square-foot facility located in New
Stanton.

SUPERVALU is a leading supermarket retailer holding the nation's
largest position in the extreme value grocery retailing segment
and is the nation's most successful food distributor to grocery
retailers. At September 8, 2001, the company reported a working
capital deficiency of close to $100 million.


W.R. GRACE: Signing-Up Kinsella Communications as Notice Agents
---------------------------------------------------------------
W. R. Grace & Co., and its debtor-affiliates ask Judge
Fitzgerald's approval for their employment of Kinsella
Communications as their notice consultant, and to pay Kinsella
interim compensation.  The Debtors remind Judge Fitzgerald that
they previously employed Kinsella under the terms of an
advertising and services agreement dated as of July 1, 2001,
which provided that the Debtors would compensate Kinsella in an
amount equal to 15% of the cost of the "media buy", which was to
be paid when the bar date notice program was implemented. The
retention agreement further provided that if a bar date is not
established in these chapter 11 cases or work is cancelled
before the bar date, the Debtors would be obligated to pay an
amount equal to a reduced percentage of the media buy for work
performed, which reduced amount is to be negotiated between the
Debtors and Kinsella.

Katherine Kinsella avers to Judge Fitzgerald that Kinsella
typically completes half its work in developing a bar date
notice plan and the notice materials prior to executing a
complex media notice program.  It generally then completes the
other half of its work when the notice program is executed, at
which time it is compensated.  This arrangement is usually
satisfactory for Kinsella because there is little delay between
the time when the notice plan is developed and when the notice
program is executed.

In these chapter 11 cases, no bar date has yet been set, even
though seven months have passed since Kinsella began work to
develop and execute a media notice program.  Furthermore,
Kinsella performed the bulk of its services to date during the
period from May to November 2001, at which time other
developments in the chapter 11 cases delayed the setting of a
claims bar date.

Thus far, Kinsella has developed not one but two separate bar
date notice plans and sets of notice materials, the first as
part of the original case management order filed by the Debtors
in June 2001, and the second in conjunction with the Debtors'
reply brief filed in November 2001, wherein the Debtors
attempted to respond to objections filed to the first plan by
the PD Committee.  Kinsella expended significant resources
without receiving any compensation and since it is still unclear
when a bar date may be set, under the retention agreement
Kinsella does not have any immediate prospect of receiving any
compensation for its significant efforts.

Specifically, Kinsella performs and has performed work on the
initial bar date notice plan by:

       (a) extensively researching the Debtors' asbestos-related
businesses and products as background for developing a bar date
notice plan;

       (b) gathering and analyzing product information relating
to the Debtors' asbestos-related products, including (i)
information on Grace's vermiculite and asbestos-containing
products; (ii) distribution and sales information by state for
MK-3 from sales records; and (iii) information regarding
Zonolite Attic Insulation;

       (c) analyzing claims-related information, including: (i)
statistics regarding age of personal injury claimants, ,and (ii)
claims filings by jurisdiction for Grace;

       (d) developing demographic profiles of personal injury
claimants, settled claimants, property claimants, and Zonolite
Attic Insulation claimants, using factors such as age, gender,
occupation and the like;

       (e) researching and identifying the media vehicles
through which different classes of potential claimants in the
United States and Canada normally receive information;

       (f) developing a media program, including general
consumer magazines, newspapers, television and public relations,
through an extensive analysis of the most effective media
vehicles to be used in combination to the reached claimants;

       (g) calculating the estimated reach and frequency of the
notice program;

       (h) identifying potential geographic concentrations of
personal injury claimants based on identifiable areas where the
Debtors may have mined, manufactured or distributed vermiculite
and asbestos-containing products and operated expanding plants;

       (i) identifying (i) third-party organizations that may
have contact with personal injury claimants, including
occupationally-related trade or professional associations and
organizations whose membership may include individuals with
asbestos-related personal injury, (ii) trade publications that
serve industries in which occupational asbestos exposure was
likely; (iii) consumer publications targeted to "do-it-yourself"
homeowners; and (iv) trade publications likely to be read by
owners, administrators and managers of commercial, residential
or public buildings; and

       (j) creating the required notice materials with multiple
drafts and layouts, including the bar date notices for use in
trade and general publications, a script for a 30-second
television spot and materials to be sent to trade unions and
other third parties.

For the second notice plan, Kinsella performs and has performed:

       (a) developing a new notice program to address concerns
of the PD Committee, including revisions to the planned consumer
magazine, television and Canadian media buys;

       (b) reconsidering all plan elements in light of the PD
Committee's concerns;

       (c) developing several alternative plans using various
combinations of television dayparts and print media vehicles;

       (d) comparing the alternative media plans for their
relative efficacies in achieving adequate reach among the
intended notice parties; and

       (e) rewriting and redesigning all notice materials, with
multiple drafts and layouts, to address various constituent
concerns.

In addition, between September and November Ms. Kinsella and
Kinsella's staff spent considerable time addressing the concerns
raised by the PD Committee to the initial bar date notice plan.
Kinsella also provided the PD Committee with all requested
information prior to a deposition of Ms. Kinsella.  Ms. Kinsella
also spent substantial time preparing for the deposition, as
well as preparing for testimony to be provided at a November
hearing on the bar date motion which was cancelled on the day of
the hearing because of other case developments.

When the retention agreement was signed, it was anticipated that
Kinsella would have substantially completed its work related to
the notice program and concluded the media buy by the end of
2001, entitling it to compensation at that time under the terms
of the retention agreement.  The delays in the chapter 11 cases
and the fact that no order has yet been entered allowing the
notice program to go forward have created a hardship for
Kinsella in light of the back-loaded nature of the retention
agreement, and the much greater amount of work demanded in
comparison with other notice programs Kinsella has developed in
the past.

By this Application, the Debtors seek authorization to pay
Kinsella now for half of the estimated fees that will be due to
Kinsella under the retention agreement.  The Debtors estimate
this amount is approximately $398,000, and the balance as stated
in the retention agreement.

Ms. Katherine Kinsella avers that Kinsella is a disinterested
person and neither holds nor represents any interest adverse to
the Debtors or these estates in the matters for which Kinsella's
employment is to be approved. (W.R. Grace Bankruptcy News, Issue
No. 20; Bankruptcy Creditors' Service, Inc., 609/392-0900)


* Meetings, Conferences and Seminars
------------------------------------
March 20-23, 2002
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Meeting
         Sheraton El Conquistador Resort & Country Club
         Tucson, Arizona
            Contact: 312-822-9700 or info@turnaround.org

March 21, 2002
   CROSSROADS LLC
      Thought Leadership Seminar - Hospitality Industry
         The Harmonie Club, 4 East 60th St., New York, NY
            Contact: 212-421-1100 x 12 or seminars@xroadsllc.com  

April 11-14, 2002
   COMMERCIAL LAW LEAGUE OF AMERICA
      72nd Annual Chicago Conference
         Westin Hotel, Chicago, Illinois
            Contact: 312-781-2000 or clla@clla.org or
                     http://www.clla.org/

April 11-14, 2002
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact:  770-535-7722 or Nortoninst@aol.com

April 18-21, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 25-27, 2002
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Rittenhouse Hotel, Philadelphia
            Contact:  1-800-CLE-NEWS or http://www.ali-aba.org  

April 28-30, 2002
   COMMERCIAL LAW LEAGUE OF AMERICA
      4th International Conference
         Jurys Ballsbridge Hotel -  The Towers, Dublin, Ireland
            Contact: 312-781-2000 or clla@clla.org or
                 http://www.clla.org/

May 13, 2002 (Tentative)
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Association of the Bar of the City of New York
         New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org

May 15-18, 2002
   ASSOCIATION OF INSOLVENCY AND RESTRUCTURING ADVISORS
      18th Annual Bankruptcy and Restructuring Conference
         JW Mariott Hotel Lenox, Atlanta, GA
            Contact: (541) 858-1665 Fax (541) 858-9187 or
            aira@airacira.org

May 24-27, 2002
   COMMERCIAL LAW LEAGUE OF AMERICA
      54th Annual New England Meeting
         Cranwell Resort and Gold Club, Lenox, Massachusetts
            Contact: 312-781-2000 or clla@clla.org or
                 http://www.clla.org/

May 26-28, 2002
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency 2002 Conference
         Dublin, Ireland
            Contact: Tel +44 207 629 1206 or member@int-bar.org  
            or http://www.ibanet.org

June 6-9, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 13-15, 2002
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Seaport Hotel, Boston
            Contact: 1-800-CLE-NEWS or http://www.ali-
                     aba.org/aliaba/cg097.htm

June 20-21, 2002
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Fifth Annual Conference on Corporate Reorganizations
         Fairmont Hotel, Chicago
            Contact: 1-800-726-2524 or ram@ballistic.com

June 27-29, 2002
   ALI-ABA
      Chapter 11 Business Reorganizations
         Fairmont Copley Plaza, Boston
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

June 27-30, 2002
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or Nortoninst@aol.com

July 11-14, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Cape Cod, MA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 12-17, 2002
   COMMERCIAL LAW LEAGUE OF AMERICA
      108th Annual Convention
         Grand Summit Hotel, Park City, Utah
            Contact: 312-781-2000 or clla@clla.org or
                     http://www.clla.org/

July 17-19, 2002
   ASSOCIATION OF INSOLVENCY AND RESTRUCTURING ADVISORS
      Bankruptcy Taxation Conference
         Snow King Resort, Jackson Hole, WY
            Contact: (541) 858-1665 Fax (541) 858-9187 or
                     aira@airacira.org

August 7-10, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Conference
         Kiawah Island Resort, Kiawaha Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 26-27, 2002
   ALI-ABA
      Corporate Mergers and Acquisitions
         Marriott Marquis, New York
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

October 9-11, 2002
   INSOL INTERNATIONAL
      Annual Regional Conference
         Beijing, China
            Contact: tina@insol.ision.co.uk or
                 http://www.insol.org

October 24-28, 2002
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Conference
         The Broadmoor, Colorado Springs, Colorado
            Contact: 312-822-9700 or info@turnaround.org

November 21-24, 2002
   COMMERCIAL LAW LEAGUE OF AMERICA
      82nd Annual New York Conference
         Sheraton Hotel, New York City, New York
            Contact: 312-781-2000 or clla@clla.org or
                 http://www.clla.org/

December 5-8, 2002
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         The Westin, La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 10-13, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

May 1-3, 2003 (Tentative)
   ALI-ABA
      Chapter 11 Business Organizations
         New Orleans
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 8-10, 2003 (Tentative)
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Seattle
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Eldorado Hotel, Santa Fe, New Mexico
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********

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

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

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

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

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

                          *********

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

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

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

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

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

                     *** End of Transmission ***