TCR_Public/020325.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, March 25, 2002, Vol. 6, No. 58      

                          Headlines

360NETWORKS: Seeks Approval of TX Asset Sale Bidding Procedures
ADVANCED SWITCHING: Sets Shareholders' Meeting for April 9, 2002
ADVANTICA RESTAURANT: Extends Notes Exchange Offer Through Today
AIRTECH INT'L: Negotiating Payment Plan with Carlo Gavazzi
AMERIGON INC: December 31 Balance Sheet Upside-Down by $463,000

ANGELICA CORP: May Violate Loan Covenants Due to Asset Sale Loss
AUXER GROUP: Hires Kempisty & Company as Independent Accountants
ANC RENTAL: Seeks Okay to Use Cash From Vehicles Disposition
COLUMBIA LABS: Full-Year Net Loss Balloons to $16 Million
DELTA AIR: Expects Loss of Up to $380MM in March 2002 Quarter  

CORRECTIONAL SERVICES: Working Capital Deficit Tops $8MM in Q4
ENRON CORP: Court Okays PricewaterhouseCoopers as Fin'l Advisors
ENTERTAINMENT TECHNOLOGIES: Registers 17 Million Shares With SEC
E.SPIRE: Secures Nod to Stretch Plan Filing Exclusivity to May 1
ETOYS: Committee Follows Fred Rosner, Esq., to Cozen & O'Connor

FACTORY CARD: Wants Plan Filing Exclusivity Stretched to Apr. 30
FEDERAL-MOGUL: Gets Court Nod to Hire Ernst & Young as Auditors
GC COMPANIES: Wins Nod to Stretch Lease Decision until March 31
GENERAL DATACOMM: Delaware Court Fixes May 1 as Claims Bar Date
GLOBAL CROSSING: Taps Debevoise & Plimpton as Litigation Counsel

GLOBALSTAR L.P.: Names Peter White as VP for Sales & Marketing
HQ GLOBAL: Seeks Court Authority to Pay Critical Vendors' Claims
HAYES LEMMERZ: Asks Court to Extend Exclusive Period to Oct. 31
HUNGARIAN TELEPHONE: Has Working Capital Deficit of $6 Million
INSILCO HOLDING: Defaults on 12% Notes & Senior Credit Facility

INTEGRATED HEALTH: Selling APS Shares to US Bioservices for $12M
INTEREP NATIONAL: Feeble Finances Spur S&P to Junk Credit Rating
J2 COMMS: Delays Form 10-Q Filing Due to Change of Control Deal
KENNAMETAL: Says Moody's Action Won't Affect Access to Capital
KMART CORPORATION: Committee Signs-Up Otterbourg as Lead Counsel

KMART CORP: 283 Store Closings & License Assumptions Approved
LOEWS CINEPLEX: Onex Corp. Completes Acquisition of All Assets
LOEWS CINEPLEX: Emerges from Chapter 11 Bankruptcy Proceedings
LTV CORPORATION: Settles Claims Dispute with Stephens Group
MARINER POST-ACUTE: Seeks Approval to Sell Desert Sky for $1.9MM

MOTIENT CORP: Shareholders' Equity Deficit Tops $275 Million
N2H2 INC: Commences Trading on OTCBB Effective on March 21, 2002
NET2000 COMMS: Asks Court to Fix July 1 Claims Bar Date
NORTHWEST AIRLINES: Files a Prospectus Supplement re $300M Notes
OFFSHORE POWER PRODUCTION: Voluntary Chapter 11 Case Summary

OPTICON MEDICAL: Files for Chapter 11 Reorganization in Ohio
OPTICON MEDICAL: Voluntary Chapter 11 Case Summary
PRECISION SPECIALTY: Selling Assets to PSM Acquisition for $16MM
PSINET: Gets Okay to Sell U.S. Network Assets to Cogent for $7MM
RADIANT ENERGY: Faces Trading Halt for Failure to File Results

SAFETY-KLEEN: Secures Okay to Extend and Increase DIP Financing
TELSCAPE INT'L: Trustee Sets Creditors' Meeting on April 4, 2002
UCAR INT'L: Annual Shareholders' Meeting Set for May 7, 2002
USINTERNETWORKING: Files 2nd Amended Plan of Reorg. in Maryland
VERSATEL TELECOM: Negative Working Capital Slides-Up in Q4

VERSATEL TEL: Reaches Exchange Offer Agreement With Bondholders
YIPES COMMS: Files for Chapter 11 Reorg. in San Francisco
YIPES COMMUNICATIONS: Voluntary Chapter 11 Case Summary

* BOND PRICING: For the week of March 25 - 29, 2002

                          *********

360NETWORKS: Seeks Approval of TX Asset Sale Bidding Procedures
---------------------------------------------------------------
Telecom Central, L.P. and Meet Me Rooms LLC, two of debtors in
the Chapter 11 cases of 360networks inc., and its debtor-
affiliates, received substantial interest for their Texas
properties located at:

   (1) 400 Akard Street, Dallas, Texas

   (2) 430 Greatfore Drive, San Antonio, Texas, and

   (3) 6150 Trade Centre Drive, Austin, Texas.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, relates that although the Debtors have certain sale
procedures in place for the sale of the properties, the
potential purchasers have placed additional requirements on
their pursuit of the purchase of such properties.  Thus, the
Debtors request for approval of bidding incentives and
procedures that will govern an auction for the Texas properties.

Ms. Chapman states that the Debtors intend to utilize the
procedures previously approved by this Court to provide notice
of the sale and conduct an auction, if other bidders emerge.
However, the Debtors believe that additional bidding procedures
must be approved to maximize the value of the Texas Properties
and ensure a fair and orderly auction process.

According to Ms. Chapman, the Debtors seek the flexibility to
offer bidding incentives to potential purchasers for the Texas
Properties to include:

   (i) a break-up fee equal to 10% of any sale proceeds in
excess of the Proposed Purchase Price, with a maximum payment of
up to 3% of the total purchase price; and

  (ii) reimbursement of actual, documented and reasonable costs
and expenses up to a maximum of up to $25,000.

In addition, Ms. Chapman states that the Debtors seek the
authority to agree only to entertain competing offers for either
of the Texas Properties that include an initial bid of up to
$300,000 more than a "stalking-horse" offer, and together with
the Break-Up Fee and the Expense Reimbursement.

Ms. Chapman tells Judge Gropper that once final purchase
agreements have been executed and all termination rights have
expired, the Debtors intend to utilize the procedures to provide
notice to all interested parties of such purchase agreement, the
intended sale of the Texas Properties and the applicable Bidding
Procedures.  "If no higher and better offers are received, the
Debtors will proceed to consummate or promptly file a motion
seeking for approval of the sale of the subject Texas Property,"
Ms. Chapman says.

However, Ms. Chapman reports that if one or more higher and
better offers are received, the Debtors will hold an auction to
determine the highest and the best offer.

Ms. Chapman asserts that the Bidding Procedures provide a
mechanism, which reduces risk to the Debtors while setting forth
affair and equitable procedure for all bidders. The Bidding
Procedures will require submission of irrevocable, non-
contingent bids, subject to the Overbid Protection, which may be
verified prior to any auction for either Texas Property.  
Furthermore, Ms. Chapman says that the Procedures will also
require the submission of all bids, including financial
statements sufficient to demonstrate the bidder's financial
ability to consummate the transactions.

The Bidding Procedures provide that:

(i) The Debtors will conduct an auction to determine higher or
better bids, if any, on these terms and conditions:

       (a) any party wishing to submit a competing bid for the
           Property must submit such offer, in writing, to:

             (i) Shelley C. Chapman, Esq., at Willkie Farr &
                 Gallagher, 787 Seventh Avenue, in New York;

            (ii) Barry Gilbert at 2401 4th Avenue, Suite 1100
                 Seattle, Washington 98121; and

           (iii) [Purchaser] ________ no later than 12:00 noon
                 (EDT) on the date that is no later than 10 days
                 after the service of notice of a purchase
                 agreement with _____ under the Procedures               
                 Order.

(ii) To be considered a "Qualified Bidder" the party must
accompany such written offer with:

       (a) the identity of such potential bidder and of an
           officer(s) or authorized agent(s) who will appear on
           behalf of such bidder, and

       (b) evidence, satisfactory to the Debtors, of the    
           bidder's financial and operational ability to
           complete the transaction or transactions contemplated
           by such offer and satisfy the requirements of the
           Bankruptcy Code with respect to proposed transaction            
           or transactions.

           In addition, unless the Debtors, in their sole
           discretion, agree otherwise, such party must bring to
           the Auction a certified check payable to the Debtors
           in the amount equal to 10% of their bid to be held by
           counsel to the Debtors without interest (unless and
           until a third-party escrow agreement is arranged),
           such sum to be credited to the purchase price if such
           bidder is a successful bidder or, if not, returned to
           the potential bidder. In the event that the           
           successful bidder does not close, this earnest money
           deposit will be retained as liquidated damages and
           the Debtors shall seek to close with the next highest
           bidder;

(iii) In the event that an offer is received from a Qualified
Bidder, the Debtors will provide notice to:

       (a) counsel to the Creditors Committee;

       (b) counsel to the agent for the Debtors' prepetition
           lenders;

       (c) the Office of the United States Trustee for the
           Southern District of New York;

       (d) [Purchaser]_________; and

       (e) all Qualified Bidders submitting a bid of the time  
           and place an auction will be conducted (the
           "Auction") to consider any and all bids. Any
           Qualified Bidder may appear and submit its highest
           and final bids for the Property.

(iv) These requirements apply to all competing offers:

      (a) all bidders must agree to be bound by the terms of the
          purchase agreement noticed pursuant to the Procedures
          Order, including the purchase of the Property;

       (b) all bidders must provide adequate assurance of their
           ability to perform under all portions of the Purchase
           Agreement, both from a financial and operating point
           of view;

       (c) all competing bidders must submit an opening bid
           providing for an initial increase from the Proposed
           Purchase Price set forth in the purchase agreement of
           a minimum of $________ with successive bids by any
           party thereafter increasing the bid over previous          
           bids by $________ increments;

       (d) competing bids shall not be conditioned on the      
           outcome of unperformed due diligence by the bidder or
           any financing contingency; and

       (e) [Purchaser] __________ shall be permitted to bid and
           submit a higher offer.

(v) All bidders must deliver with their bid a marked copy of
the Purchase Agreement containing only conforming changes
and in form ready for execution by the Debtors.

(vi) Each offer made or deemed to be made, including the offer
set forth in the Purchase Agreement, shall remain open and
irrevocable until the earliest to occur of:

       (a) 30 days after the entry of an order, inter alia,
           approving the Purchase Agreement and authorizing the
           transactions contemplated and the dissolution of any
           stays of such order;

       (b) 48 hours after the withdrawal of the Property for
           sale, or

       (c) 48 hours after consummation of a transaction
           involving any other bidder. All bids shall expressly
           acknowledge and agree to this provision.

(vii) The Debtors reserve the right to:

       (a) determine at their discretion which offer, if any, is
           the highest and best offer; and

       (b) reject at any time prior to entry of an order of the
           Court approving an offer, any offer, including the
           offer of, which the Debtors, in their sole
           discretion and without liability deem to be:

           (x) inadequate or insufficient,

           (y) not in conformity with the requirements of the
               Bankruptcy Code, the Bankruptcy Rules, the Local
               Bankruptcy Rules or the terms and conditions of
               the Agreement or these procedures, or

           (z) contrary to the best interests of the Debtors and
               their estates.

(viii) If no offer is received from a Qualified Bidder, no
auction will be conducted and the Debtors shall request
that the Court enter an order approving the sale
of the Property to [Purchaser] ___________. (360 Bankruptcy
News, Issue No. 20; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


ADVANCED SWITCHING: Sets Shareholders' Meeting for April 9, 2002
----------------------------------------------------------------
A special meeting of stockholders of Advanced Switching
Communications, Inc., a Delaware corporation, will be held on
Tuesday, April 9, 2002, at 10:00 a.m. Eastern Standard Time, at
the Company's headquarters located at 8330 Boone Boulevard,
Vienna, Virginia, to consider and vote upon the following
proposals:

     1. To authorize and approve the Plan of Complete
        Liquidation and Dissolution of the Company.

     2. To transact such other business as may properly come  
        before the meeting and any adjournments thereof.

The Board of Directors has fixed the close of business on
Thursday, February 28, 2002 as the record date for determining
stockholders entitled to receive notice of and to vote at the
Special Meeting (or any adjournment or postponement of the
meeting). Only stockholders of record at the close of business
on that date are entitled to notice of and to vote at the
Special Meeting.

Advanced Switching Communications (ASC) navigates the cross
currents of telecom oceans. The company's MultiStream high-speed
network switches consolidate data, video, and voice
transmissions over various protocols including frame relay,
asynchronous transfer mode, and Ethernet. The products can be
remotely configured with software and reside at points in a
network where copper phone lines meet higher capacity fiber-
optic lines. ASC targets providers of local telephone service
and Internet access including Broadband Office (about 35% of
sales) and Qwest Communications. CEO Asghar Mostafa and Baker
Communications Fund each owns about 25% of the company which
plans to sell its assets and wind down operations.


ADVANTICA RESTAURANT: Extends Notes Exchange Offer Through Today
----------------------------------------------------------------
Advantica Restaurant Group, Inc. (OTCBB: DINE) announced that it
has extended to 5:00 p.m., New York City time, on March 25,
2002, its offer to exchange up to $204.1 million of registered
12.75% senior notes due 2007 to be jointly issued by Denny's
Holdings, Inc. and Advantica for up to $265.0 million of
Advantica's 11.25% senior notes due 2008, of which $529.6
million aggregate principal amount is currently outstanding. The
exchange offer was scheduled to expire at 5:00 p.m., New York
City time, on March 22, 2002.

Except for the extension of the expiration date, all other terms
and provisions of the exchange offer remain as set forth in the
exchange offer prospectus and March 15, 2002 prospectus
supplement previously furnished to the holders of the Old Notes.

To date, an aggregate of approximately $56.7 million Old Notes
have been tendered for exchange.

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

DebtTraders reports that Advantica Restaurant Group's 11.250%
bonds due 2008 (DINE08USR1) are trading between 78.5 and 80. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DINE08USR1
for real-time bond pricing.


AIRTECH INT'L: Negotiating Payment Plan with Carlo Gavazzi
----------------------------------------------------------
Airtech International Group, Inc. (OTCBB:AIRG) --
http://www.airtechgroup.com-- announced that a creditor, Carlo  
Gavazzi Mupac, Inc. and Airtech International Group, Inc.
entered into a confidential judgment in the amount of $620,000
in June 2000. The agreement settled a lawsuit and counter
lawsuit styled Cause No. 99-11101-D in the County Court at Law
in Dallas County, Texas.

In January 2002, Airtech was in default under the Agreement. The
Parties were attempting to, but failed to negotiate the default
restructuring requested by Airtech. The creditor exercised a
writ of attachment on March 6, 2002. The writ called for payment
of the remaining $218,571 (out of $620,000) due under the
Agreement. Airtech failed to pay the remaining amount and the
writ was executed. The creditor seized assets of Airtech
including, furniture, raw materials and finished goods, subject
to a sheriff's sale. Airtech assumes that the assets seized will
substantially satisfy the outstanding judgment. Airtech believes
that an agreeable payment plan will be negotiated with the
creditor for the remainder due, if any.

Airtech cannot be certain that such a plan will be consummated.

Airtech believes that the recently announced Agreements with
BioSecure and NewBridge Capital will allow Airtech time to
satisfy all creditors through negotiation and payment plans. If
a plan is not agreed to, it would substantially hinder Airtech's
ability to manufacture, and otherwise conduct business.


AMERIGON INC: December 31 Balance Sheet Upside-Down by $463,000
---------------------------------------------------------------
Amerigon Incorporated (Nasdaq: ARGN) announced that reduced
operating costs and interest expense led to a significant
reduction in net losses for the fourth quarter and year ended
December 31, 2001, when compared to the prior year periods.  By
the end of December 2001, the Company had marked the shipment of
its 200,000th seat system, cut operating costs by 18 percent
from the prior year, improved gross margins as a percentage of
sales to more than 15 percent from 9 percent in 2000, and
announced that CCS had been selected for future introduction in
a number of new vehicles.

Due to some weakness in Navigator sales and the effects of
postponements of key vehicle introductions by automobile
manufacturers, revenues for 2001 declined modestly compared to
2000.  For the year ended December 31, 2001, revenue was $6.4
million, with a net loss of $7.7 million, compared with revenues
of $6.9 million, with a net loss of $11.3 million for the year
earlier.

"Fiscal 2001 was a significant year for Amerigon," Chairman and
CEO Oscar(Bud) Marx said.  "We expanded the vehicle lines
committed to offer our CCS significantly and are poised to
announce new vehicle customers in the near future.  We started
2001 with two customers and three vehicle lines and by late 2001
we had begun shipments for the all-new 2002 Lincoln Blackwood,
the first vehicle to offer CCS as a standard feature, and in
early 2002, announced that the all-new 2003 Ford Expedition will
offer CCS as an option. The Expedition is the first high-volume
vehicle to introduce the CCS system. We expect the inclusion of
the Expedition will have a pronounced effect on the CCS market.  
These are important milestones for Amerigon." The redesigned
Expedition with the CCS option is expected to debut in early
summer.

In addition to CCS being offered as a standard feature in the
2002 Lincoln Blackwood, CCS is currently offered as an option in
the 2002 model year Lexus LS 430 luxury sedan sold in the U.S.,
Canada and Europe, the Toyota Celsior luxury sedan sold in
Japan, and the Lincoln Navigator sports utility vehicle sold in
the U.S.

For the fourth quarter, revenue was $1.5 million, with a net
loss of $2.3 million compared with revenue of $3.2 million, with
a net loss of $2.9 million for the prior year quarter.  The
decline in revenue year-over-year for the fourth quarter was the
result of a planned price reduction in 2001 for a design change
to the CCS product installed on the Lincoln Navigator,
significantly reduced Navigator sales in 2001 (the last year of
the Navigator cycle) and very heavy shipments for Lexus in 2000
to fill its launch pipeline.  Gross margins for the fourth
quarter improved as a percentage of sales to 15 percent from 6.8
percent in the year-earlier period.

Total operating costs for the fourth quarter and year were $2.2
million and $8.4 million, respectively, down from total
operating costs of $3.1 million and $10.2 million for the
respective prior year periods. Included in the full year 2001
operating costs is $991,000 of R&D cost for improved
thermoelectric device efficiency and products to be derived from
this new technology.  Amerigon's 90 percent-owned subsidiary,
BSST, is spending about $400,000 per quarter to develop this
technology and results to date are encouraging.

In February 2002, the Company closed the sale of 6.05 million
shares of its Common Stock and warrants to purchase 3.02 million
shares of its Common Stock for aggregate gross proceeds of
approximately $9 million in a private placement to selected
institutional and other accredited investors.  New York City-
based Special Situations Fund LP, an investment fund focused on
small, publicly-traded companies, was the lead investor.  The
unaudited proforma balance sheet reflects the completion of the
private placement as if the transaction had occurred on December
31, 2001.

At December 31, 2001, Amerigon Inc. recorded a working capital
deficit of about $900,000 and a total shareholders equity
deficiency of $463,000.

Amerigon develops and markets its proprietary Climate Control
Seat(TM) (CCS(TM)) products for automotive original equipment
manufacturers (OEMs). This product significantly enhances
individual driver and passenger comfort in virtually all
climatic conditions by providing cooling and heating to seat
occupants, as desired, through an active thermoelectric-based
temperature management system.  Amerigon is engaged in
developing other proprietary thermoelectric-based heating and
cooling products for the automotive and other market
applications.  Amerigon maintains sales and technical support
centers in Detroit, Japan and Germany.

BSST is a development venture headed by Dr. Lon Bell, the
founder of Amerigon, focused on advancing the technology of
thermoelectric devices.


ANGELICA CORP: May Violate Loan Covenants Due to Asset Sale Loss
----------------------------------------------------------------
Angelica Corporation (NYSE:AGL) announced results for the fourth
quarter and fiscal year ended January 26, 2002. Results for both
the quarter and year reflect the decision to discontinue
operations of the Manufacturing and Marketing segment, which has
been accounted for as a discontinued operation, and to record in
fiscal year 2002 an anticipated loss on sale plus the expected
costs of winding down and ultimate discontinuation of that
business segment. Results also reflect restructuring and other
charges of $4,180,000 pretax taken in the fourth quarter in the
Life Retail Stores segment.

With respect to continuing operations, consisting of the Textile
Services and Life Retail segments, combined sales and textile
service revenues in fiscal 2002 were $350,063,000 compared with
$335,298,000 in the prior year, an increase of 4.4 percent.
Operating earnings before the restructuring and other charges
increased 5.8 percent to $17,970,000 in fiscal 2002 versus
$16,980,000 last year. Including the restructuring and other
charges, net income per share from continuing operations was
$.19 in fiscal 2002 compared with $.35 in the prior year. In the
fourth quarter, combined sales and textile service revenues from
continuing operations were $86,491,000 compared with $84,516,000
in the same quarter last year, an increase of 2.3 percent.
Fourth quarter operating earnings from continuing operations
before the restructuring and other charges were $3,575,000, down
3.0 percent from $3,686,000 in last year's fourth quarter.
Including the restructuring and other charges, the fourth
quarter this year resulted in a net loss from continuing
operations of $.31 per share compared with net income of $.09
last year.

Results of discontinued operations in fiscal 2002, which reflect
Manufacturing and Marketing and the estimated loss on its sale
and discontinuation, were a net loss of $24,338,000 after tax.
This compared with net income of $3,539,000 in the prior year
from discontinued operations. Under discontinued operations
accounting, the results for both fiscal years do not reflect any
portion of the Company's interest expense, all of which is
allocated to continuing operations. Looking at the Manufacturing
and Marketing segment on an operating basis before the estimated
loss on sale and discontinuation, sales in fiscal 2002 decreased
3.8 percent to $143,064,000 and operating results were a loss of
$539,000 compared with income of $5,907,000 in the prior year.
For the Company in total, combining continuing and discontinued
operations resulted in a net loss of $2.64 per share ($2.62
fully diluted) in fiscal 2002 compared with net income of $.76
per share in fiscal 2001.

Textile Services revenues in fiscal 2002, increased 6.8 percent
from $242,623,000 to $259,078,000, as annualized net new
business (new business installed less lost business) reached a
record $18,200,000, up 33.8 percent from the prior year.
Operating earnings for the year showed a 29.0 percent increase
to $18,741,000 from $14,526,000 last year, reflecting not only
the revenue increase but also better pricing and continuing
improvements in productivity and linen management. In the fourth
quarter, revenues of $64,113,000 were 4.5 percent above
$61,363,000 in last year's fourth quarter, and operating
earnings rose 38.4 percent to $4,385,000 from $3,169,000 last
year.

At Life Retail stores, sales of $90,985,000 in fiscal 2002 were
1.8 percent lower than sales of $92,675,000 in the prior year,
largely the result of a 4.5 percent same-store sales decline in
a weak retail market over the last three quarters of the year.
Fourth quarter sales of $22,378,000 were down 3.3 percent
compared with the same quarter last year on a 6.2 percent
decline in same-store sales. Operating results of this segment
for fiscal 2002 before restructuring and other charges and on a
basis comparable to last year were a loss of $771,000 compared
with earnings of $2,454,000 last year. After the charges, Life
had an operating loss of $4,951,000 for the year. In addition to
providing for the closing of 27 stores with a combined
operating loss of $869,000 in fiscal 2002, the restructuring and
other charges included $1,198,000 for inventory writedowns
charged to cost of goods sold covering inventory at the closed
stores and reflecting the exit from a small amount of low-margin
business in the hospitality market.

On the Manufacturing and Marketing sale transactions, Angelica
continues to negotiate with the two purchasers identified
earlier in the month, and execution of definitive asset purchase
agreements is expected soon. Closing dates for the separate
purchases still have not been fixed. The expected loss on sale
recognized in fiscal 2002 results will require the Company to
notify its lenders that it is not in compliance with the minimum
net worth covenant in one of its debt agreements. After 30 days,
the lenders will have the right to declare the principal amount
of the debt due and payable. Discussions between the Company and
current and prospective lenders are already under way with
respect to refinancing the debt. It is expected that as a part
of the refinancing, approximately $50,000,000 of sale proceeds
will be used to pay down a portion of outstanding debt, which
should reduce interest expense in fiscal 2003.

Don W. Hubble, Chairman, President and Chief Executive Officer
of Angelica said, "Our Textile Services segment had an excellent
fourth quarter and year, and shows good promise for the future
in terms of both revenues and earnings. Life Retail did not have
a good year in fiscal 2002, but should improve as the economy
improves and has good future growth prospects, especially in the
catalogue distribution channel." With respect to the
Manufacturing and Marketing segment, Hubble added "We clearly
have made the correct decision to exit this segment, as we have
not been able to add economic profit and the future does not
indicate any change in that position. The interest of the
strategic purchasers with whom we are negotiating testifies to
the need for consolidation in this industry. We will have our
hands full a good part of this year in completing the
transactions we are working on, but over the long term we are
confident we will be able to provide better value for our
shareholders."

Angelica Corporation, traded on the New York Stock Exchange
under the symbol AGL, provides textile rental and laundry
services to healthcare institutions, manufactures and markets
uniforms for institutions and businesses, and operates a
national chain of retail uniform and shoe stores.


AUXER GROUP: Hires Kempisty & Company as Independent Accountants
----------------------------------------------------------------
On March 19, 2002 The Auxer Group, Inc. dismissed Kaloseih,
Shackil & Meola, CPAs, P.C. as its principal accountant and
engaged Kempisty & Company, Certified Public Accountants, P.C.,
as its principal independent accountants to audit its financial
statements for the year ended December 31, 2001.

The decision to change accountants was approved by the Company's
Board of Directors. The Board of Directors determined that the
Company's auditing needs could be handled by Kempisty & Company,
Certified Public Accountants, P.C., as efficiently and more
economically compared to the former accounting firm.

The Auxer Group, Inc. is a holding company that trades on the
OTC Bulletin Board under the symbol AXGI. The company's
headquarters are in West Paterson, New Jersey. The Company has
formed two (2) groups with focuses on Telecommunications and
Automotive industries. At September 30, 2001, the company
reported a total shareholders' equity of about $500,000.


ANC RENTAL: Seeks Okay to Use Cash From Vehicles Disposition
------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates ask the Court
for permission to use the proceeds from the disposition of
Series 1999-2 vehicles to satisfy the debt that was used to
finance that package of vehicles.

The Debtors in the ordinary course of business sell vehicles
leased to them in this manner - vehicles subject to a vehicle
manufacturer's program are either repurchased by the
manufacturer at a pre-determined price or a pre-specified
minimum amount of proceeds guaranteed by such manufacturer.  
Vehicles not subject to a vehicle manufacturer's program,
meanwhile, are sold by the Debtors' operating companies at
auction.

Mark J. Packel, Esq., at Blank Rome Comisky & McCauley LLP in
Wilmington, Delaware, tells the Court the Debtors owe
$64,000,000 under the Liquidity Facility that was drawn to pay
the Debtors' maturing commercial paper for the vehicles
financing. Approximately $52,000,000 has been collected from the
sale of the Series 1999-2 vehicles.  ANC expects that the
remaining vehicles will be sold over the next few months and
that sufficient cash will be collected to fully pay the
Liquidity Facility.

Mr. Packel states using the cash proceeds from the vehicles sale
to satisfy the liquidity facility is in the best interests of
the Debtors and their estates, especially considering that the
Series 1999-2 notes has a specific reserve account totaling
$10,000,000. If the amount outstanding under the Liquidity
Facility is satisfied, the cash the reserve account will become
available to serve as credit enhancement to other series of
notes issued by ARG Funding. This, he continues, lessens the
need to use the cash collateral of the Secured Lenders.

Mr. Packel adds that the interest cost per month of the
Liquidity Facility is approximately $257,000, which is paid by
the Debtors to the Lessor SPEs from cash collateral. He states
it is uneconomic to pay interest on a facility that is supported
by approximately 84% cash and is expected to be fully cash
collateralized over the next few months. (ANC Rental Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
609/392-0900)  


COLUMBIA LABS: Full-Year Net Loss Balloons to $16 Million
---------------------------------------------------------
Columbia Laboratories (AMEX:COB) reported a loss for the fourth
quarter ended December 31, 2001 of $4,356,067 on sales of
$160,778, as compared to a net gain of $207,392 on sales of
$3,953,257 in the comparable 2000 period.

The revenue figure for the fourth quarter of 2001 does not
reflect any sales of Crinone to Serono, which were halted in
March 2001 pending resolution of a viscosity issue associated
with the gel that resulted in a voluntary recall of certain
batches of Crinone. Columbia has since manufactured new
product under a revalidation protocol. On March 12, 2002,
Serono, S.A., the parent company of Columbia's licensee,
announced that it has reintroduced Crinone 8% to the United
States market, effective March 8, 2002 and that the
return to the markets in the rest of the world would be
announced in due course. Serono further stated that their
decision was based upon evaluation of product data from new
batches indicating that the viscosity changes, which led to the
voluntary recall in April 2001, have been fully resolved.
However, Serono and Columbia have not yet reached a settlement
of the legal actions between the two companies following the
recall.

For the year ended December 31, 2001, the net loss was
$15,845,627 on net sales of $1,847,501 as compared to a net loss
of $2,602,931 on net sales of $13,173,129. The results for the
year ended December 31, 2001 include a $1.0 million charge to
record the estimated costs of downsizing and restructuring
Columbia's presence outside the United States and a $1.5 million
charge for estimated out-of-pocket expenses associated with the
recall of Crinone. Excluding these charges, the net loss for the
year would have been $13,345,627. Research and development costs
of $7,607,267 for the year were dedicated to the completion of
two Phase III clinical studies that were conducted on the
Company's male testosterone product and the progression of
the peptide development activities.

Fred Wilkinson, Columbia's president and chief executive officer
said, "Our results for the fourth quarter and year ended
December 2001 clearly reflect a period of significant
revalidation, restructuring, and refocus. We are committed to
reaching a beneficial conclusion on the pending litigation with
Serono and achieving appreciable market penetration of a re-
validated Crinone product. Furthermore, we are focused on
maximizing the value of Crinone in the marketplace and creating
shareholder value."

Mr. Wilkinson added, "The basis of Columbia's growth is founded
in our Bioadhesive Delivery System, which we are aggressively
positioning for continued progress. We maintain a clear focus on
our efforts to fund our research and development projects with
the highest potential and probability of success including those
that could attract potential partners who could clearly benefit
from our Bioadhesive delivery systems as it relates to
peptides."

On February 28, 2002 and March 13, 2002 Columbia received
proceeds of $1.0 million and $2.0 million, respectively from the
sale of its common stock to Acqua Wellington North American
Equities Fund, Ltd. pursuant to an existing stock purchase
agreement.

Columbia Laboratories, Inc. is a U.S.-based international
pharmaceutical company dedicated to research and development of
women's health care and endocrinology products, including those
intended to treat infertility, dysmenorrhea, endometriosis and
hormonal deficiencies. Columbia is also developing hormonal
products for men and a buccal delivery system for peptides.
Columbia's products primarily utilize the company's patented
bioadhesive delivery technology. At December 31, 2001, the
company's balance sheet showed a total shareholders' equity
deficit of $3.4 million.


DELTA AIR: Expects Loss of Up to $380MM in March 2002 Quarter  
-------------------------------------------------------------
Delta's financial performance continues to be materially
affected by the terrorist attacks on the United States on
September 11, 2001 and the aftermath of those events as well as
by increases in security, insurance and pension costs. Delta
expects to report a net loss in the range of $350 to $380
million in the March 2002 quarter. This range excludes any
impact from Delta's recently announced travel agent commission
structure changes.

In addition, and as previously announced, Delta expects to incur
unusual and non-recurring operating costs of approximately $90
million, net of tax, during 2002. These expenses are a direct
cost of its capacity reductions and represent the temporary
carrying cost of surplus pilots, as well as requalification
training and relocation costs. Delta expects to record
approximately $25 million, net of tax, of this charge in the
March 2002 quarter.

Delta Air Lines, the #3 US carrier (behind UAL's United and
AMR's American), is expanding its US regional operations while
building a global alliance. With hubs in Atlanta, Dallas/Fort
Worth, Cincinnati, New York City (Kennedy), and Salt Lake City,
Delta flies to 205 US cities and about 45 foreign destinations.
It also serves more than 220 US cities and nearly 120
destinations abroad through code-sharing agreements. In the US,
Delta owns regional carriers Delta Express, Atlantic Southeast,
and COMAIR. Internationally, it has formed the SkyTeam alliance
with Air France, AeroMexico, and Korean Air Lines to compete
with rival alliances Star and Oneworld. Delta also owns 40% of
computer reservation service WORLDSPAN.


CORRECTIONAL SERVICES: Working Capital Deficit Tops $8MM in Q4
--------------------------------------------------------------
Correctional Services Corporation (Nasdaq:CSCQ) announced
financial results for the fourth quarter and year ended December
31, 2001. Revenues were $42,589,000 for the fourth quarter
versus $52,537,000 in the comparative period in 2000.
Contribution from operations was $3,650,000 for the fourth
quarter compared to $5,436,000 in 2000. Net income was $405,000
for the fourth quarter versus $1,077,000 in 2000.

Revenues for the year ended December 31, 2001 were $174,418,000
versus $210,812,000 in 2000. The period to period revenue
decreases for the year as well as the fourth quarter were mainly
attributable to the sale of two operating contracts in 2000 and
the discontinuance of operations of unprofitable facilities in
2001 and 2000. Contribution from operations was $13,127,000
compared to $25,210,000 in 2000. The net loss for 2001 was
$5,880,000, which included pre-tax special charges of
$7,879,000, comprised of $2,940,000 in restructuring and related
charges, $2,566,000 in other non-facility asset impairments and
$2,373,000 in other charges in connection with the
implementation of restructuring initiatives previously
announced. Net income for December 31, 2000 was $5,788,000.

                         2001 Highlights

Commenting on the year James F. Slattery, CEO and President
stated "The difficult operating environment of 2001 presented
the Company with many challenges. Under the guidance of our
board of directors, we implemented a six point restructuring
plan with the overall goals of returning the Company to
profitability, positioning it for earnings growth, and the de-
leveraging of our balance sheet. Although there is still work to
be done, I am very pleased in what we have achieved to date.

More specifically:

     * We have restored profitability through improved facility
       operating margins

     * Our general and administrative costs have been reduced
       by 20%

     * We have discontinued operations at 5 unprofitable
       facilities

     * We sold assets totaling $11M

     * Our total debt has been reduced to $28M, its lowest level
       in the last 5 years

     * We have improved our utilization rates with various
       agencies of the Federal Government."

               First Quarter/Fiscal 2002 Outlook

The Company expects to continue to execute its restructuring
plan in 2002. Specific areas of focus will be: asset sales, the
restructuring of operating agreements, ongoing evaluation of
facility financial performance, continued improvement in Federal
utilization rates, further reductions in general and
administrative costs, and the positioning of the Company to take
advantage of emerging trends in the marketplace.

The Company expects revenues of $39.5M to $40.5M in the first
quarter of 2002 with contribution from operations of $3.4M to
$3.6M and earnings per share of $0.04 - $0.05. For fiscal 2002
the Company expects to report revenues of $150M to $160M,
contribution from operations of $13.5M to $14.5M.

Commenting on 2002 expectations Mr. Slattery stated, "We believe
we have properly positioned ourselves for expected industry
trends. We believe our underutilized Texas adult beds will
continue to show increased utilization by federal agencies and
our community corrections and after-care program expertise will
open many new business opportunities. Our revenue and earnings
targets do not include these growth opportunities and we hope to
be able to revise our forecast later in the year. We are
aggressively pursuing additional asset sales, which will not
only provide us with up to $30 million in proceeds to reduce
debt, but allow us to maintain management over these facilities.
These sales will not obligate our Company to make any debt,
lease or other guaranteed payments of any kind.

"We hope the flexibility we will gain by further reducing debt
will accelerate our progress towards maximizing shareholder
value".

Through its Youth Services International subsidiary, the Company
is the nation's leading private provider of juvenile programs
for adjudicated youths with 25 facilities and 3,700 juveniles in
its care. In addition, the Company is a leading developer and
operator of adult correctional facilities operating 11
facilities representing approximately 4,300 beds. On a combined
basis, the Company provides services in 15 states and Puerto
Rico, representing approximately 8,000 beds including aftercare
services. At December 30, 2001, the company's balance sheet
showed a working capital deficit of close to $8 million.


ENRON CORP: Court Okays PricewaterhouseCoopers as Fin'l Advisors
----------------------------------------------------------------
The Court approved the application of Enron Corporation, and its
debtor-affiliates to employ PricewaterhouseCoopers as their
financial advisors, nunc pro tunc to December 21, 2001.

As financial advisors, PwC will be expected to provide:

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

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

-- Assistance with the identification of reclamation claims and
   the analysis with respect to the agreement or objection
   thereto;

-- Assistance with the analysis of creditor claims by type,
   entity and individual claim;

-- Review of the Debtors' business plan as requested by the
   Debtors' management;

-- Assistance in the analysis of inter-company transactions, as
   necessary;

-- Assistance with the evaluation, analysis, procedures,
   negotiations, testimony or other services as necessary for
   the purposes of the wind-down and liquidation of the trading
   books of the various debtors;

-- Assistance with short-term cash management and reporting;

-- Assistance with the preparation and implementation of reports
   and procedures as required by the DIP lenders, the Unsecured
   Creditors' Committee in this Chapter 11 case, the U.S.
   Trustee, and other parties-in-interest and professionals
   hired by the same, as requested;

-- Attendance at meetings and assistance in discussions with the
   lenders, the Unsecured Creditors' Committee appointed in this
   Chapter 11 case, the U.S. Trustee, and other parties-in-
   interest and professionals hired by the same, as requested;

-- Assistance with the planning for and implementation of the
   wind-down or restructuring of various business entities;

-- Assistance with the identification and allocation of
   corporate overhead and expenses;

-- Assistance in the preparation of information and analysis
   necessary for the Plan of Reorganization and Disclosure
   Statement in this Chapter 11 case;

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

-- Litigation advisory services along with expert witness
   testimony on case related issues as required by the Debtors
   and as appropriate in the circumstances;

-- Assistance with tax planning and compliance issues with
   respect to any proposed plans of reorganization, and ordinary
   course tax compliance issues with respect to expatriate
   employees of the Debtors, as well as any and all other tax
   assistance as may be requested from time to time;

-- Assistance in connection with the development and
   implementation of key employee retention and other critical
   employee benefit programs;

-- Assistance with appraisal of real estate in which the Debtors
   hold an interest; and

-- Such other general business consulting, testimony or other
   such services as Debtors' management or counsel may deem
   necessary that are not duplicative of services provided by
   other debtor professionals in this proceeding.

As stated in the motion, the scope of PwC's services will not
extend to assistance with forensic accounting, provision of
expert testimony or consulting on any claims by the Debtors
relating to audits of Enron's consolidated financial statements.

In addition, PwC coordinate with the Blackstone Group LP,
Batchelder & Partners Inc., and any other financial advisors or
accountants employed by the Debtor to avoid duplication of
services provided.

The Debtors will compensate PwC based on the firm's customary
hourly rates, subject to periodic adjustments:

       Partners                              $500 - 625
       Managers and Directors                 350 - 500
       Associates and Senior Associates       175 - 325
       Administration and Paraprofessionals    85 - 150

PwC may charge higher rates if the firm finds it necessary to
use the services of their specialists in varied practice groups.  
The firm also intends to apply to the Court for allowances of
compensation and reimbursement of expenses for financial
advisory services. (Enron Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENTERTAINMENT TECHNOLOGIES: Registers 17 Million Shares With SEC
----------------------------------------------------------------
Entertainment Technologies & Programs Inc. has registered
17,083,742 shares of common stock with the Securities & Exchange
Commission.  The shares have been registered for Selling
Shareholders as follows:  

     * 10,423,133 shares of common stock issued at a price per
       share of $.08 to capital lease holders who have exchanged
       their capital leases for common stock;

     * 4,784,528 shares of common stock issued to 26
       shareholders;

     * 1,000,000 shares of common stock issuable at $.045 per
       share upon exercise of warrants held by 2 of the selling
       shareholders;

     * 876,081 shares of common stock issuable at $.09 per share
       upon exercise of consultant's warrants held by 2 of the
       selling shareholders.

The Company will pay the expenses of registering these shares.

Also, the Company will receive no part of the proceeds from any
sale of the shares by the selling shareholders but will receive
proceeds from the exercise of the warrants.  It will not receive
proceeds from the sale of the shares of common stock underlying
the warrants should such warrants be exercised.  The selling
shareholders will receive the price per share available in the
Over-The-Counter market.

Entertainment Technologies & Programs, Inc. ("ETP") is a
vertically integrated entertainment and amusement gaming
company, with a unique and dominant market share in the creation
and operation of entertainment facilities on U.S. military bases
throughout the world. ETP is the only supplier of entertainment
services on U.S. military bases worldwide to have been awarded
AFNAF (Armed Forces Non-Appropriated Funds) contracts. At June
30, 2001, the company's balance sheet showed a total
shareholders' equity deficit of close to $1 million.


E.SPIRE: Secures Nod to Stretch Plan Filing Exclusivity to May 1
----------------------------------------------------------------
e.spire Communications, Inc. and its debtor-affiliates obtained
an extension of their exclusive periods from the U.S. Bankruptcy
Court for the District of Delaware.  The Court extends the
Debtors' Plan Proposal Period through May 1, 2002 and the
Debtors' exclusive Solicitation Period runs through
July 1, 2002.

The Debtors tell the Court that they have substantially
stabilized their business operations and are working with other
interested parties to formulate a proposed plan of
reorganization.  The Debtors makes it clear that they do not
want to spoil their exclusive right to file a plan by other
parties filing a plan.

e.spire Communications, Inc. is a facilities-based integrated
communications provider, offering traditional local and long
distance dedicated internet access in 28 markets throughout the
United States.  The Company filed for chapter 11 protection on
March 22, 2001.  Domenic E. Pacitti, Esq., Maria Aprile Sawczuk,
Esq. and Mark Minuti at Saul Ewing LLP represents the Debtors in
their restructuring effort.



ETOYS: Committee Follows Fred Rosner, Esq., to Cozen & O'Connor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of EBC I, Inc.
(f/k/a eToys, Inc.), is primarily represented by the law firm
Traub, Bonacquist & Fox and previously employed Walsh Monzack &
Monaco, P.A. as their Delaware counsel in the Debtors' chapter
11 cases.   Frederick B. Rosner, Esq., was the Walsh Monzack
lawyer primarily responsible for providing legal services to the
Committee.  Mr. Rosner terminated his professional affiliation
with Walsh Monzack and was admitted as a partner in Cozen
O'Connor's Bankruptcy and Reorganization Department in the
firm's Wilmington, Delaware office.

Upon learning of Mr. Rosner's departure from Walsh Monzack, the
Committee indicated its desire to continue to have the case
managed in Delaware by Mr. Rosner.  The Committee wishes to
engage Cozen O'Connor to substitute as counsel for the Committee
in place of Walsh Monzack effective September 4, 2001.

The Committee selected Cozen O'Connor as their attorneys because
of Mr. Rosner's knowledge of the Debtors' business and financial
affairs in these chapter 11 cases.

The professional services to be rendered by Cozen O'Connor to
the Committee include:

     a) assisting and advising the Committee in its discussions
        with the Debtors and other parties in interest regarding
        the overall administration of these cases;

     b) representing the Committee at hearings to be held before
        this Court and communications with the Committee and/or
        Traub Bonacquist regarding the matters heard and the
        issues raised as well the decisions and considerations
        before the Court;

     c) assisting and advising the Committee in its examination
        and analysis of the conduct of the Debtors' pre- and
        post-petition affairs;

     d) reviewing and analyzing pleadings, orders, schedules,
        and other documents filed and to be filed with this
        Court by interested parties in theses cases; advising
        the Committee as to the necessity, propriety and impact
        of the foregoing upon these cases; and consenting to or
        objecting to pleadings or orders on behalf of the
        Committee, as appropriate;

     e) assisting the Committee in preparing such applications,
        motions, memoranda, proposed orders, and other pleadings
        as may be required in support of positions taken by the
        Committee;

     f) conferring with Traub Bonacquist and other professionals
        retained in these case and other parties in interest;

     g) coordinating the receipt and dissemination of
        information prepared by Traub Bonacquist, including the
        filing and service of pleadings and other documents
        prepared by Traub Bonacquist, and conforming such
        documents to local procedure, if necessary;

     h) assisting in the negotiation and formulation of a plan
        of reorganization of a plan of reorganization for the
        Debtors; and

     i) assisting the Committee generally in performing such
        other services as may be desirable or required for the
        discharge of the Committee's duties pursuant to the
        Bankruptcy code.

Cozen will be compensated on an hourly fee basis according to
its customary rates.  Mr. Rosner's hourly rate is currently
$320.  Shelley Kinsella, Esq., with a current hourly rate of
$175, is anticipated to join Mr. Rosner as a principal attorney
in this cases.  Other Cozen attorneys may from time to time
provide legal services on behalf of the Committee.  Hourly rates
for Cozen attorneys and staff which are subject to periodic
adjustments are:

     senior members                $250 to $450
     junior members and associates $150 to $250
     paraprofessional              $105

To avoid the duplication of services performed, Cozen O'Connor
will coordinate its activities with Traub Bonacquist.

eToys, Inc., now known as EBC I Inc, is a web-based toy retailer
based in Los Angeles, California. The Company filed for Chapter
11 Petition on March 7, 2001 in the U.S. Bankruptcy Court for
the District of Delaware. Robert J. Dehney, at Morris, Nichols,
Arsht & Tunnell and Howard Steinberg at Irell & Manella
represents the Debtors in their restructuring efforts. When the
company filed for protection from its creditors, it listed
$416,932,000 in assets and $285,018,000 in debt.


FACTORY CARD: Wants Plan Filing Exclusivity Stretched to Apr. 30
----------------------------------------------------------------
(Bernadette)

Factory Card Outlet Corp. and its affiliated debtor Factory Card
Outlet of America Ltd. ask approval from the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
periods.

On February 5, 2002, the Debtors filed the Plan and commenced
the solicitation of votes on February 11, 2002.

While the Plan is already on file, the Debtors request a short
extension of their Exclusive Periods out of an abundance of
caution. There are myriad of tasks associated with the
solicitation, confirmation and implementation of the Plan which
require the Debtors' complete attention, the Debtors relate to
the Court. If the Debtors' Exclusive Periods were to end and
other parties file and solicit acceptances of an alternative
plan of reorganization, the Debtors attention would be severely
distracted.

Termination of the Exclusive Periods at this time might result
to a loss of confidence from the vendors, customers and
employees of the Debtors. Thus the Debtors are requesting an
extension of their Exclusive Periods to ensure that during the
next critical months, there are no impediments to the successful
confirmation and consummation of the Plan.

The Debtors request that their exclusive plan filing period be
extended through April 30, 2002 and that their exclusive
solicitation period run through May 31, 2002.

Factory Card Outlet Corporation, one of the largest chains of
company-operated superstores in the card, party supply and
special occasion industry in the United States, filed for
chapter 11 protection on March 23, 1999 in the District of
Delaware. Daniel J. DeFrancheschi of Richards Layton & Finger,
P.A., represents the Debtor in their restructuring effort. As of
August 4, 2001, the company listed $ 77,551,000 in assets and
$92,141,000 in debt.


FEDERAL-MOGUL: Gets Court Nod to Hire Ernst & Young as Auditors
---------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates gained Court
approval of their application to employ and retain Ernst & Young
as Independent Auditors and as Accounting, Tax, Valuation and
Actuarial Advisors, nunc pro tunc to October 1, 2001.

Ernst & Young will provide:

A. Accounting and Auditing Services:

       1. Accounting assistance and extended auditing procedures
          for the review of any new debt/financing agreements
          for accounting disclosure and required separate
          financial statement information, if any; review of the
          Debtors' long-lived asset impairment analysis;
          deferred tax assets; going concern review; and
          analysis of accounting and reporting disclosure
          related issues related to any financial restructuring;

       2. accounting assistance associated with the review of
          the closing balance sheet for Federal-Mogul Aviation;

       3. audit and report on the consolidated financial
          statements of the Debtors for the year ending in
          December 31, 2001;

       4. accounting and auditing services in connection with
          SEC filings and accounting research projects;

       5. audit opinion on the financial statements of the
          following subsidiaries for the filing of financial
          statements pursuant to SEC Rule 3-16 with its Form
          10-K:

          a. report on the consolidated financial statements of
             Federal-Mogul Products, Inc, and Federal-Mogul
             Ignition Company for the year ending December 31,
             2001;

          b. audit and report on the consolidated financial
             statements of T&N Industries, Ire., and
             Federal-Mogul Powertrain, Inc. for the year ended
             December 31, 2001; and

          c. audit and report on the financial statements of
             Federal-Mogul Piston Ring, Inc. for the years
             ended December 31, 2001, 2000, and 1999; and

       6. audit assistance at the Boyertown, Smithville and St.
          Louis locations performed at the request of the
          Debtors' internal audit director.

B. Actuarial Services:

       1. Actuarial services to the Debtors, pertaining to the
          actuarial valuation of the FASB No. 106 liability for
          the year ending December 31, 2001. The fees for this
          service will be billed based on hours incurred by
          Ernst & Young professionals at their hourly rates.

C. Tax Advisory and Related Valuation Services:

       1. Preparation of the Federal income tax return as it
          relates to international tax matters, including:

          a. Forms 5471 and Forms 8865 related to controlled
             foreign corporations, including determination of
             earnings and profits and foreign tax credit
             limitation categories;

          b. Determination of E&P and related foreign taxes for
             non-controlled 902 corporations;

          c. Determination of international schedule M-1 items,
             including dividends from foreign corporations,
             subpart F and other deemed paid foreign dividend
             inclusions, gain or loss on the distribution of
             previously taxed income, and (d) income from
             foreign branches and partnerships and gain or
             loss on branch and partnership remittances;

          d. Form 1118, Forms 1120-F, Form 5713, Form TDF
             90-22.11; and

          e. Forms 926, 966, 8862, and international elections
             and statements.

       2. Assigning staff to the U.S. Debtors for assistance in
          completing ministerial and administrative tasks
          related to the preparation of state and local income
          and franchise tax returns, including:

          a. Preparation of state and local income and/or
             franchise tax estimated payments and extensions
             using client's computer software and hardware;

          b. Reconciliation of data received pursuant to Data
             Request Packages prepared and sent out to
             locations by client to trial balance amounts and
             resolution of non-reconciling items with the
             particular locations;

          c. Input of data into InSource System and
             reconciliation of data to InSource System output;

          d. Preparation of state and local income and/or
             franchise tax annual returns using client's
             computer software and hardware;

          e. Preparation of miscellaneous state and local
             reports including, but not limited to, Annual
             Reports, Unclaimed Property Reports, Intangibles
             Tax reports and license tax reports;

          f. Correspondence with state authorities relating to
             miscellaneous reports including, but not limited
             to, Annual Reports, Unclaimed Property Reports,
             Intangibles Tax Reports and License Tax Reports,
             but only notices received on or after August 6,
             2001 will be considered part of the covered
             services. E&Y will maintain a log regarding the
             status of the correspondence; and

          g. Correspondence with state taxing authorities on
             notices relating to income/franchise tax returns
             that request data for a single year only and
             Pennsylvania Settlement Notices relating to
             Pennsylvania Corporate Reports prepared by Ernst
             & Young. Out-of-scope services include formal
             audit examinations or issues regarding the
             acquisition of the Fel-Pro, T&N or Cooper
             entities. Ernst & Young will maintain a log
             regarding the status of correspondence.

       3. Assisting Federal-Mogul in the automation of its use
          tax accrual function; determining whether sales and
          use tax refund opportunities are available to the U.S.
          Debtors' North American facilities and obtaining such
          refunds from all open periods; and providing personnel
          to assist Federal-Mogul in centralizing its sales and
          use tax compliance function with its shared services
          center in St. Louis, Missouri.

       4. Other tax consulting and related valuation allowance
          services, including:

          a. Working with appropriate personnel and/or agents of
             the Debtors in developing an understanding of the
             tax issues and options related to the Debtors'
             recent Chapter 11 filings, including
             understanding reorganization and/or restructuring
             alternatives the Debtors are evaluating with
             their existing bondholders, or other creditors,
             that may result in a change in the equity,
             capitalization and/or ownership of the shares of
             the Debtors or their assets;

          b. Assisting and advising the Debtors in their
             bankruptcy restructuring objectives and
             post-bankruptcy operations by determining the
             most optimal tax manner to achieve these
             objectives, including, as needed, research and
             analysis of Internal Revenue Code sections,
             treasury regulations, case law and other relevant
             tax authority which could be applied to business
             valuation and restructuring models;

          c. Tax consulting regarding availability, limitations,
             preservation and maximization of tax attributes,
             such as net operating losses and alternative
             minimum tax credits, minimization of tax costs in
             connection with stock or asset sales, if any,
             assistance with tax issues arising in the
             ordinary course of business while in bankruptcy,
             such as ongoing assistance with a federal IRS
             examination and related issues raised by the IRS
             agent and the mitigation of officer liability
             issues, and, as needed, research, discussions and
             analysis of federal and state income and
             franchise tax issues arising during the
             bankruptcy period;

          d. Assistance with settling tax claims against the
             Debtors and obtaining refunds of reduced claims
             previously paid by the Debtors for various taxes,
             including, but not limited to, federal and state
             income, franchise, payroll, sales and use,
             property, excise and business license;

          e. Assistance in assessing the validity of tax claims,
             including working with bankruptcy counsel to
             reclassify tax claims as non-priority;

          f. Analysis of legal and other professional fees
             incurred during the bankruptcy period for
             purposes of determining future deductibility of
             such costs;

          g. Documentation, as appropriate or necessary, of tax
             analysis, opinions, recommendations, conclusions
             and correspondence for any proposed restructuring
             alternative, bankruptcy tax issue or other tax
             matter described above;

          h. Assistance with the calculation of Federal-Mogul's
             FSC commission or ETI exclusion, preparation of
             Form 1120 FSC or Form 8873, and preparation of
             all workpapers supporting these calculations;

          i. Assistance with foreign tax credit planning,
             including analyzing cash and other repatriation
             alternatives, foreign source income analysis and
             forecasts, OFL computations, analyzing earnings
             and profits and foreign tax pools and related
             items;

          j. Valuation of assets pursuant to Treasury Regulation
             1.861-9T(g)(2);

          k. Assistance with tax aspects of financial
             projections, including GAAP and cash tax
             implications;

          l. Assistance with Federal income tax return
             compliance, including analyzing schedule M-1
             adjustments, federal estimated tax payments,
             input of financial information and tax
             adjustments into the U.S. Debtors' tax software,
             deferred tax rollforwards, provision to tax
             return reconciliations, and research that may be
             required related to the previously stated items;

          m. Assistance with LIFO inventory tax calculations;

          n. Assistance with any NOL carry-back claims and tax
             research associated with these claims;

          o. Assistance with tax analysis and research related
             to acquisitions and divestitures;

          p. Assistance with tax analysis and research related
             to tax efficient domestic and foreign
             restructurings;

          q. Assistance with identifying and claiming tax
             incentives available in state and local taxing
             jurisdictions;

          r. Assistance with state and local tax compliance
             matters not covered by the separate assigned
             staffing agreements;

          s. Assistance with the maintenance of Federal-Mogul's
             transfer pricing policy;

          t. Assistance with issues under FAS 109;

          u. Access to Ernst & Young personnel for other
             miscellaneous tax questions and advice
             individually not to exceed $20,000 per question.
             For any miscellaneous tax questions requested by
             the Debtors that Ernst & Young anticipates will
             exceed $20,000, the Firm will provide the Debtors
             with an estimate of the fees and expenses to be
             incurred based on the agreed upon discounted
             hourly rates and subject to the Court's approval.

D. Transfer Pricing Services:

       1. Establishing a fee for the intercompany license of
          Constraint Management techniques developed by the
          Debtors and implemented by its affiliates worldwide,
          through completing the following steps: information
          gathering, analysis of success measures, search for
          and analysis of comparable fees, and documentation.

       2. Completing the Debtors' 1999 U.S. transfer pricing
          documentation of the arm's length nature of the
          Debtors' U.S. intercompany tangible goods
          transactions, in accordance with IRC  1.482, and
          providing a corresponding transfer pricing report,
          which includes new comparables research, a
          substantially new report, substantial use of existing
          completed transfer pricing schedules, and minimal use
          of interviews and on-site data gathering.

       3. Completing Federal-Mogul's 2000 U.S. transfer pricing
          documentation of arm's length nature of the Debtors'
          U.S. intercompany tangible goods transactions, in
          accordance with IRC  1.482, and providing a
          corresponding transfer pricing report, which includes
          updated comparables research, use of the 1999 report
          as a base document, use of completed transfer pricing
          schedules, search for incomplete or missing data, and
          minimal use of interviews and on-site data gathering.

       4. Updating the Debtors' 2001 Americas and Europe
          Transfer Pricing Policy, by updating the intercompany
          markups associated with each of the transaction types
          specified in the policy and updating the documentation
          associated with the policy, and completing various
          comparables searches.

       5. Ensure compliance with tax regulations in each country
          affected by the transfer of certain intangible assets
          at the Cawston facility, including establishing the
          arm's length price for the transferred assets,
          performing an economic analysis of the transfer, and
          providing documentation that meets the requirements of
          the arm's length standard.

       6. Examine the operations of the Mexican affiliates and
          create a new transaction pricing policy class to
          account for these operations. Ernst & Young will
          provide a transfer pricing policy report detailing
          recommendations for each type of transaction. The
          report will include details of operations,
          characterization of operations for transfer pricing
          purposes, and any new comparable company or
          transaction information. The report will also provide
          the basis for U.S. and Mexican transfer pricing
          documentation according to the laws of each country.

E. Expatriate Compliance/Advisory and Assignment Management
   Services - E&Y's Expatriate services in connection with
   this Chapter 11 case will be primarily to provide:

       1. assistance with expatriate tax compliance and advisory
          matters, including preparation of federal and state
          tax returns and related documents for those American
          citizens assigned by the Debtors to duties in foreign
          countries and for those foreign nationals assigned by
          the Debtors to duties in the U.S.; and

       2. global employee assignment management services,
          including arranging for visas and work permits,
          relocation, cultural adaptability, language training,
          medical examinations and immunizations, and other
          expatriate assistance.

F. Executive Tax and Financial Planning Services - Ernst &
   Young's additional services in connection with this Chapter
   11 case will be primarily to provide income tax and
   financial planning services to specified executives of the
   Debtors who are Participants in the Executive Tax and
   Financial Planning Services program, including preparation
   of federal and state tax returns, and income tax and
   financial planning. Management of the Debtors are
   responsible for determining and advising Ernst & Young in
   writing of the names of the Participants and their spouses
   for whom Ernst & Young will perform services pursuant to
   the Agreement. A "Participant" in the Debtors' Executive
   Tax and Financial Planning Services program, including,
   when so determined by the Debtors, an employee of the
   Debtors' subsidiaries and affiliates, is an individual who
   has been identified in writing to Ernst & Young by the
   Debtors as eligible to receive services under the
   Agreement. Ernst & Young will provide services to each
   Participant using the information submitted by that
   Participant. In order for Ernst & Young to prepare income
   tax returns and provide financial planning for
   Participants, Ernst & Young will send tax data and/or
   financial data Organizers to each Participant to gather the
   necessary information.

Mr. Zamoyski submits that Ernst & Young will calculate its fees
for professional services in these matters by reference to the
standard hourly rates for these Services for the professionals
contemplated to be involved in this matter, summarized as:

A. Accounting and Auditing Services:

    Senior Managers                  $238-333/hour
    Managers                          188-237/hour
    Seniors                           126-162/hour
    Staff                              86-116/hour
    Interns and Para Professionals      29-46/hour

B. Actuarial Services

    Principal                            $425/hour
    Manager                               360/hour
    Staff                                 165/hour

C. International tax and transfer pricing


       Title            Consulting      Compliance
       -----            ----------      ----------
    Partner              $475/hour      $405/hour
    Senior Manager        400/hour       340/hour
    Manager               280/hour       240/hour
    Senior                210/hour       180/hour
    Staff                 160/hour       140/hour

D. Federal Tax/ State and Local Tax/ Global Expatriate Tax

       Title            Consulting      Compliance
       -----            ----------      ----------
    Partner              $475/hour      $405/hour
    Senior Manager        380/hour       325/hour
    Manager               250/hour       215/hour
    Senior                200/hour       175/hour
    Staff                 150/hour       130/hour

E. Tax Compliance Projects

       Title
       -----
    Partner              $320/hour
    Senior Manager        210/hour
    Manager               160/hour
    Senior                100/hour
    Staff                  75/hour

In addition to compensation for professional services rendered
by the personnel of Ernst & Young, Mr. Zamoyski tells the Court
that Ernst & Young they will seek reimbursement for reasonable
and necessary expenses incurred in connection with the Debtors'
chapter 11 cases, including but not limited to transportation,
lodging, food, telephone, copying and messengers. (Federal-Mogul
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GC COMPANIES: Wins Nod to Stretch Lease Decision until March 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
the motion of GC Companies and its affiliated debtors to extend
their time period to elect whether to assume, assume and assign
or reject unexpired leases of nonresidential real property.  The
Court gives the Debtors until March 31, 2002 to make these
decisions.  

GC Companies, which operates about 80 movie theaters in 19
states and the District of Columbia, filed for chapter 11
protection on October 11, 2000 in the U.S. Bankruptcy Court for
the District of Delaware. The firm is represented by Aaron A.
Garber, Esq., at Pepper Hamilton LLP. The company's 10Q Report
filed with the SEC lists assets of $232,595,000 and liabilities
of $249,179,000 as of July 31, 2001.


GENERAL DATACOMM: Delaware Court Fixes May 1 as Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes
May 1, 2002 as the Claims Bar Date by which creditors of General
Datacomm Industries Inc. and its debtor-affiliates must file
proofs of claim or be forever barred from asserting that claim.

The Court rules that each person or entity that wishes to assert
a claim against the Debtors arising before the Petition Date
shall file a written proof of that claim and must be received on
or before 4:00 p.m. of the Claims Bar date by:

          Bankruptcy Services, LLC
          Attention: General Datacomm Claims
                     Processing Department
          70 E. 55th Street, 6th Floor
          New York, NY 10022
          Telephone: (212) 376-8494

If the Debtors amend their schedules, the Debtors shall provide
prompt notice and each creditor will be required to file on or
before the later of the Bar date or 20 days after the date of
the notice of such amendment.

General DataComm Industries, Inc. is a worldwide provider of
wide area networking and telecommunications products and
services. The Company filed for Chapter 11 protection on
November 2, 2001 in the U.S. Bankruptcy Court for the District
of Delaware. James L. Patton, Esq., Joel A. Walte, Esq. and
Michael R. Nestor, Esq. represent the Debtors in their
restructuring effort. When the Company filed for protection from
its creditors, it listed $64,000,000 in assets and $94,000,000
in debts.


GLOBAL CROSSING: Taps Debevoise & Plimpton as Litigation Counsel
----------------------------------------------------------------
The Debtors seek to employ and retain the law firm of Debevoise
& Plimpton as special litigation counsel, to advise them and
certain of their directors and officers with regard to certain
litigation and regulatory matters, pursuant to sections 327(e)
and 328(a) of the Bankruptcy Code, nunc pro tunc to February 12,
2002.  Because of the Debtors' immediate need for representation
with regard to these matters, Debevoise began its representation
of the Debtors before the terms of the engagement were finally
memorialized.  The Debtors argue that approval of Debevoise's
retention nunc pro tunc to February 12, 2002, is fair and
equitable in these cases.

Specifically, Debevoise & Plimpton will represent the Debtors in
connection with:

A. investigations by various regulatory agencies, including any
   investigation by the Securities and Exchange Commission,
   the Federal Communications Commission, or any other
   regulatory agency,

B. any criminal investigations,

C. any securities class actions or shareholder derivative
   actions,

D. any ERISA litigation, and

E. other specific matters as they arise.

According to Mitchell C. Sussis, the Debtors' Corporate
Secretary, the Debtors and certain Directors and Officers are
currently a defendant in at least 28 class action lawsuits
pending in at least four jurisdictions alleging securities law
violations, the subject of an SEC investigation relating to the
Debtors' accounting practices, and an investigation by the
Department of Justice relating to these issues.  The Debtors
anticipate that additional investigations may be commenced in
the future, and that future lawsuits may be brought against the
Debtors' Directors and Officers.

Mr. Sussis explains that the Debtors selected Debevoise &
Plimpton as special litigation counsel on the basis of
Debevoise's considerable experience and knowledge in handling
these types of litigation and regulatory and government
investigations.  Debevoise & Plimpton has also been or may be
retained to represent certain current Directors and Officers of
the Debtors in connection with these matters.  Debtors have
agreed to this joint representation based upon their belief that
no current conflict exists among the Debtors and these Directors
and Officers and that this joint representation will be cost
efficient and beneficial to all parties.

Steven R. Gross, Esq., a Debevoise & Plimpton member, assures
the Court that, outside of this engagement, his firm has no
connection with the Debtors, their creditors, any other parties
in interest, or their respective attorneys and accountants, or
with the United States Trustee or any person employed in the
office of the United States Trustee.  The firm also does not
represent or hold any interest adverse to the Debtors, and is
qualified to serve as attorneys for the Debtors pursuant to
Sections 327(e) and 328 of the Bankruptcy Code and Rule 2014 of
the Bankruptcy Rules.

The Debtors agree to pay Debevoise & Plimpton on an hourly basis
for the Firm's services:

     Partners                  $578 to $732
     Counsel                   $550
     Associates                $264 to $479
     Legal Assistants          $154 to $204

The Debevoise & Plimpton attorneys who will be working on this
engagement will include:

     Ralph C. Ferrara          $732.00 per hour
     Steven R. Gross           $732.00 per hour
     John B. Missing           $726.00 per hour
     Bruce E. Yannett          $715.00 per hour
     Colby A. Smith            $688.00 per hour
     Mark Goodman              $660.00 per hour
     Jonathan E. Richman       $550.00 per hour
     Robert D. Goodman         $550.00 per hour
     Jeffrey S. Jacobson       $468.00 per hour

Conditioned upon the approval of this Court under section 330(a)
of the Bankruptcy Code, and Fee Guidelines and the Monthly Fee
Order, Debevoise intends to seek compensation as follows:

A. During the course of its engagement, Debevoise will submit,    
to the Debtors' director and officer liability insurance
   carrier, its monthly statements for fees and expenses
   associated with work performed for the Debtors and the
   Directors and Officers;

B. If the statement submitted to the D&O Carrier is not paid in
   full within 30 days of submission, a request for payment of
   whatever portion of the outstanding statements has not been
   paid will be submitted to the Company for payment within an
   additional 30 days. (Global Crossing Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBALSTAR L.P.: Names Peter White as VP for Sales & Marketing
--------------------------------------------------------------
Globalstar L.P., the global mobile satellite service, announced
that Peter White has been named vice president for North
American sales and marketing, a new position reporting to Tony
Navarra, president of Globalstar.

Mr. White was formerly general manager of Globalstar Canada, one
of Globalstar's largest country operations. In his new role, Mr.
White will be responsible for Globalstar's sales and marketing
operations across the U.S., Canada and the Caribbean, all
territories where Globalstar is in the process of acquiring part
or all of its local service providers.

Commenting on Mr. White's appointment, Tony Navarra said, "Under
Peter's leadership, Globalstar Canada has established an
effective, efficient sales network and has put in place a
variety of marketing and sales programs that have been a model
to Globalstar service providers around the world. We are now
bringing his talents to two additional markets which will,
together with Canada, play a vital role in Globalstar's future
business and in our successful emergence from the current
restructuring process."

Prior to joining Globalstar Canada, Mr. White held a variety of
sales and marketing assignments in the wireless
telecommunications industry, including key management positions
in Motorola Canada and Telular Canada.

Globalstar is a provider of global mobile satellite
telecommunications services, offering the world's most popular
handheld satellite phone service along with data services from
virtually anywhere in over 100 countries around the world. For
more information, please visit our Web site at
http://www.globalstar.com

DebtTraders reports that Globalstar Capital Corporation's
11.500% bonds due 2005 (GSTAR4) are trading between 9.25 and 10.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=GSTAR4
for real-time bond pricing.


HQ GLOBAL: Seeks Court Authority to Pay Critical Vendors' Claims
----------------------------------------------------------------
HQ Global Holdings Inc. and its debtor-subsidiaries ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
pay certain Critical Vendors' Claims, in the Debtors' sole
discretion, in an aggregate amount not to exceed $3 million.

To ensure the uninterrupted supply of goods and services, the
Debtors identified two limited groups of critical vendors:
National Contract Vendors and Single Source Vendors.

The Debtors assert that payment of the prepetition claims of
these Critical Vendors is vital to their reorganization efforts
because:

     a) the goods and services provided by the Critical Vendors
        are often the only source from which Debtors can procure
        certain goods or services, or locating an alternative
        vendor would be costly to the Debtors and hamper the      
        Debtors' reorganization;

     b) failure to pay the Critical Vendors Claims would likely
        result in the termination of its provision of goods or
        services; and

     c) failure to pay the Critical Vendor Claims would likely
        result in the Debtors' clients seeking alternative
        providers of office space and services.

The Debtors relate that their businesses focus on providing
their clients with fully operational office space and services,
including general office supplies and services, and express mail
delivery.  The Debtors purchase these goods and services from
the National Contract Vendors and resell them to their clients
at a profit. The Debtors believe that they cannot procure the
same services with the same favorable terms from anywhere else
than from their National Contract Vendors.

Certain essential goods and services required by the Debtors to
operate and provide services to their clients are available only
from a single supplier or a limited universe of suppliers, The
Debtors explain. The Single Source Vendors include providers of
accounting software, marketing services, advertising, parking
and catering services. Single Source Vendors' equipment or
arrangements are specially suited or designed for the Debtors'
requirements and would require additional time to replace.

To ensure that the Debtors continue to receive essential goods
and services without interruption, the Debtors believe that
payment of the Critical Vendor Claims, in the Debtors' sole
discretion, in an aggregate amount not to exceed $3 million, is
necessary. The Debtors add that this will preserve critical
relationships with the Debtors' clients and permit the Debtors
to preserve their going concern value to the greatest extent
possible.

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


HAYES LEMMERZ: Asks Court to Extend Exclusive Period to Oct. 31
---------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
seek an extension of their Exclusive Periods within which to
file and solicit acceptances of a plan of reorganization.  
Specifically, the Debtors seek an order pursuant to section
1121(d) of the Bankruptcy Code extending the period during which
the Debtors have the exclusive right to propose and file a plan
through October 31, 2002, and extending the period during which
the Debtors have the exclusive right to solicit and obtain
acceptances of that plan through December 31, 2002.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP in
Wilmington, Delaware, explains that the Exclusive Periods are
intended to afford chapter 11 debtors a full and fair
opportunity to rehabilitate their business and to negotiate and
propose a reorganization plan -- without the deterioration and
disruption of their business that might be caused by the filing
of competing reorganization plans by nondebtor parties.

Over the past nine months, Mr. Chehi submits that the Debtors
engaged a new senior management team and employed the services
of restructuring and financial advisors, including the hiring of
a new Chief Executive Officer and Chief Restructuring Officer.
This new senior management team is currently implementing a
revised business plan, and more time is required to allow such
business plan to take effect. Only after this revised business
plan has taken effect will the parties be able to have
meaningful discussions regarding plan issues.
In addition to the reasons cited above, Mr. Chehi points out
that these cases are large and complex, and additional time is
needed to create a plan that addresses the many facets of the
Debtors' business operations. Finally, the Debtors recently
restated their financial results for the fiscal year ended
January 31, 2001. The recently available data included in the
Restatement is needed to properly evaluate any plan of
reorganization.

Mr. Chehi asserts that an approximately seven month extension of
the Exclusive Periods is entirely justified in the Debtors'
cases because, among other things:

A. The Debtors recently engaged a new senior management team and
   implemented a revised business plan that must be given time
   to develop before meaningful and informed plan negotiations
   may begin;

B. The Debtors' recent Restatement will have a positive impact    
on the plan formulation process;

C. The Debtors' cases are large and complex; and

D. Extension of the Exclusive Periods will facilitate
   reorganization of the Debtors and not prejudice any party
   in interest.

The Debtors submit that given the Debtors' recent implementation
of a new business plan, the size and complexity of these cases
and the Debtors' recent Restatement of financial data, the
requested extension of approximately seven months is justified
under the circumstances. (Hayes Lemmerz Bankruptcy News, Issue
No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HUNGARIAN TELEPHONE: Has Working Capital Deficit of $6 Million
--------------------------------------------------------------
Hungarian Telephone and Cable Corp. (AMEX:HTC) announced results
for the fourth quarter and year ended December 31, 2001.

The Company's net income for the year rose to $11.1 million from
a loss of $5.3 million the year before - a $16.4 million
increase.

                    Results For Fourth Quarter

The Company reported net income ascribable to common
stockholders of $4.3 million for the fourth quarter of 2001,
compared to $0.9 million for the fourth quarter of 2000. Income
from operations increased $0.5 million to $4.2 million for the
fourth quarter of 2001, from $3.6 million for the fourth quarter
of 2000. Net measured service and subscription revenues
increased $1.0 million to $9.9 million for the three months
ended December 31, 2001, from $8.9 million for the three months
ended December 31, 2000. Net telephone service revenues
increased 13% to $11.6 million for the three months ended
December 31, 2001, from $10.3 million for the three months
ended December 31, 2000. The Company's interest expense
decreased by 16% during the fourth quarter of 2001 to $3.2
million, from $3.8 million for the fourth quarter of 2000. The
Company's net foreign exchange gain of $3.4 million for the
fourth quarter of 2001, compared to a gain of $0.8 million
for the fourth quarter of 2000, reflects the strengthening of
the Hungarian forint against the euro, by approximately 4%
between September 30, 2001 and December 31, 2001, as well as the
strengthening of the Hungarian forint against the U.S. dollar,
by approximately 1% between September 30, 2001 and
December 31, 2001.

          Results For Year Ended December 31, 2001

The Company reported net income ascribable to common
stockholders of $11.0 million for the year ended December 31,
2001, compared to a net loss ascribable to common stockholders
of $5.4 million for the year ended December 31, 2000. Income
from operations increased $1.9 million (11%) to $18.3 million
for the year ended December 31, 2001, from $16.5 million for
the same period in 2000. Net telephone service revenues for the
year ended December 31, 2001, increased to $45.2 million, a 5%
increase over net telephone service revenues of $43.0 million
reported for the same period in 2000. Earnings before interest,
foreign exchange gains/losses, taxes, depreciation and
amortization (EBITDA) increased 7% to $27.7 million for the
year ended December 31, 2001, from $25.9 million for the year
ended December 31, 2000. The Company's EBITDA margin was 61.3%
for the year ended December 31, 2001, compared to 60.3% for the
same period in 2000. The Company's interest expense decreased by
27% during the year ended December 31, 2001 to $13.6 million,
from $18.5 million for the same period in 2000. The Company's
net foreign exchange gain of $5.3 million for the year ended
December 31, 2001, compared to a net foreign exchange loss of
$4.8 million for the year ended December 31, 2000, reflects the
appreciation of the Hungarian forint against the euro, by
approximately 7% between January 1, 2001 and December 31, 2001,
as well as the approximate 2% appreciation of the Hungarian
forint against the U.S. dollar between January 1, 2001 and
December 31, 2001.

               Comments From Ole Bertram

Commenting on these results, Ole Bertram, President and Chief
Executive Officer stated, "We are extremely pleased with our
double digit net result for the year of $11.0 million, as well
as the 7% growth in our EBITDA year-on-year. The $5.3 million
net exchange gain for the year reflects the appreciation of the
Hungarian forint during the year and it is quite nice to see
that our shareholders have been able to benefit from this
strengthening. We continue to show strong operating margins as
compared to industry standards, and I am quite proud of the
margins we have been able to achieve. I am also happy with the
fact that the Company has positive net equity as of the end of
2001."

Mr. Bertram went on to say, "During the past three years, HTCC
has experienced much change. We restructured a Company that was
on the brink of bankruptcy in 1999, successfully obtained a euro
130 million medium term credit facility in 2000 and, during
2001, started preparing HTCC for the coming liberalization in
the Hungarian telecommunications arketplace. At the end of 2001,
we successfully merged our Hungarian subsidiaries into one
company, which will allow us to operate more efficiently and
respond quicker to changes within the liberalized marketplace.
At the present time, my management team and I are continuing to
explore ways in which to increase HTCC's share of the
telecommunications market in Hungary. I would like to thank our
shareholders for supporting us during the past three years and
hope that the market, through our stock price, will recognize
the accomplishments we have made up to this point."

Hungarian Telephone and Cable Corp. is a provider of telephone,
ISDN, Internet and other telecommunications services in the
Republic of Hungary.

The Company operates nearly 204,000 lines serving over 665,000
people through one Hungarian subsidiary, which has been granted
25-year telecommunications concessions by the Hungarian
government in five defined operating regions. These concessions
are exclusive through 2002.

At December 31, 2001, the company reported that its total
current liabilities exceeded its total current assets by over $6
million.


INSILCO HOLDING: Defaults on 12% Notes & Senior Credit Facility
---------------------------------------------------------------
As previously announced, on February 15, 2002, Insilco
Technologies, Inc. did not make a scheduled $7.2 million
interest payment on its 12% Senior Subordinated Notes due 2007.
The Company and its outside advisors utilized the 30-day grace
period under the indenture governing the Notes to evaluate
strategic alternatives. The 30-day grace period expired on March
18, 2002, resulting in an Event of Default under the indenture
as well as a cross-default under the Company's senior secured
credit facility. The Company is engaged in ongoing discussions
regarding its strategic alternatives with its senior secured
lenders and an ad hoc committee of note holders that was
recently formed.

The Company reiterated that all of its business units are
operating, and will continue to operate, as usual. The Company
states it believes that its financial resources currently enable
it to pay in a timely manner all the operating and trade
obligations associated with conducting its businesses.

Insilco Holding Co., through its wholly-owned subsidiary Insilco
Technologies, Inc., is a leading global manufacturer and
developer of a broad range of magnetic interface products, cable
assemblies, wire harnesses, fiber optic assemblies and
subassemblies, high-speed data transmission connectors, power
transformers and planar magnetic products, and highly
engineered, precision stamped metal components.


INTEGRATED HEALTH: Selling APS Shares to US Bioservices for $12M
----------------------------------------------------------------
The Integrated Health Services, Inc., and its debtor-affiliates  
filed a motion to  sell their interests in APS Enterprises
Holding Company to US Bioservices for $12 million in cash
subject to higher and/or better offer. The Debtors' interests in
APS consists of the 20% of APS's total capital stock that they
hold plus a loan to APS in the principal amount of $6.5 million.

The Court issued an Order scheduling a Sale Hearing on March 21,
2002 at 10:30 a.m., and approving these Sales Procedures:

     a. In order to bid on the purchase of the APS Interests
(each such bid, an "Overbid"), parties other than US Bioservices
must, no later than 4:00 p.m. on March 15, 2002, deliver
(unless previously delivered):

     (1) proof that is satisfactory to the Debtors, in their
sole discretion, of such party's financial ability to close the
transaction, in the form of a written commitment for
financing or current audited financial statements of such
party or such other form of financial disclosure
acceptable to the Debtors in their sole discretion;

     (2) a signed securities purchase agreement; and

     (3) an acquisition proposal for a purchase price of no less
than $415,000 in excess of the $12,000,000 Purchase Price
to UBS Warburg LLC, 299 Park Avenue, New York, NY 10171,
Attention, L. Thomas Sperry, with copies to each of the
following parties:

          Kaye Scholer LLP
          Co-Counsel for the Debtors

          Young, Conaway, Stargatt & Taylor, L.L.P
          Co-counsel for the Debtors

          The 0ffice of the United States Trustee
          for the District of Delaware

          Otterbourg, Steindler, Houston & Rosen, P.C.
          Counsel for the Committee

          Weil Gotshal & Manges, LLP
          Counsel for the Debtors' pre-petition lenders

          Paul Hastings Janofsky & Walker LLP
          Counsel for the post-petition lenders

          The Bayard Firm
          Proposed Co-Counsel for the Premiere Committee

          Blanco, Tackabery, Combs & Matamoros, P.A.
          Proposed Co-Counsel for the Premiere Committee

          Debevoise & Plimpton
          Counsel for US Bioservices

     b. If at least one Overbid has been received in compliance
with the procedures, which the Debtors, in consultation with the
Creditors' Committee and the unofficial working group of the
Debtors' prepetition lenders, determine is higher and better
than the bid of US Bioservices set forth in the Securities
Purchase Agreement (a Qualified Bid), the Debtors shall
conduct an auction, at the offices of Kaye Scholer LLP,
located at 425 Park Avenue, New York, New York 10022, on March
18, 2002 at 1:00 p.m. or at such other time and place as the
Debtors shall notify US Bioserviees and all parties who have
submitted Qualified Bids. At least one business day prior to
the Auction, each party which has submitted a Qualified Bid
must inform the Debtors whether it intends to participate in
the Auction.

     c. US Bioservices and each Qualified Bidder shall be
entitled to submit Overbids at the Auction. Each Overbid
submitted shall include additional consideration of at least
$100,000 over the existing highest Qualified Bid or, in the case
of an Overbid submitted by US Bioservices, the Qualified Bid
less the Break-up Fee and the Expense Reimbursement. The Auction
shall not conclude that day until each participating bidder has
had the opportunity to submit an additional Overbid with full
knowledge of the existing highest Qualified Bid. If a higher
and better offer is received, US Bioservices shall have the
right to submit its own higher and better offer and to bid, as
US Bioservices in its discretion determines, against any
other party which may bid against the Securities Purchase
Agreement or any higher and better offer, in compliance with
the bidding procedures.

     d. Overbids shall not be conditioned on the outcome of
unperformed due diligence by the bidder.

     e. All Qualified Bidders shall be deemed to have
acknowledged that they have had an opportunity to review all
pertinent information and documents with respect to the APS
Interests prior to making the Overbid and have relied on such
review in making the Overbid.

     f. The Debtors, in their sole discretion, may adopt such
other procedures and rules and otherwise conduct the Auction in
such manner that the Debtors determine, in their reasonable
business judgment, will achieve the maximum value for the APS
Interests.

     g. The Debtors shall determine in good faith whether a
submitted Overbid meets the qualifications and whether the
Securities Purchase Agreement or a submitted Overbid constitutes
the highest and best transaction for the APS Interests. The
highest and best bid, as determined by the Debtors in their
sole discretion, alone will be submitted to the Court for
approval at the Sale Hearing.

     h. In the event that US Bioserviees is not the successful
bidder as a result of an Overbid which is accepted by the
Debtors and approved by the Court, the Debtors agree to pay to
US Bioservices the sum of $240,000 (the Break-Up Fee) and
reimbursement of US Bioservices' documented reasonable
expenses, not to exceed $75,000, relating to the proposed
acquisition of the APS Interests by US Bioservices from IHS
(the Expense Reimbursement) at the closing of such alternative
transaction as an allowed administrative expense claim under
sections 503(b) and 507(a)(1) of the Bankruptcy Code.
In the event a closing does not take place with respect to an
offer accepted by the Debtors, the Debtors reserve the right
to accept the next succeeding highest or best offer. All
offers shall remain irrevocably open and subject to acceptance
by the Debtors until a closing takes place.

     j. Each bidder will be responsible for, and will indemnify
the Debtors and UBS Warhurg LLC against, any and all claims for
consultant, broker and auctioneer commissions, other than UBS
Warhurg LLC, where the basis of the claim by such other
consultant, broker and/or auctioneer is their asserted
dealings with the bidder.

                  The Approval Motion

The Debtors filed a separate motion seeking an order:

     (a) authorizing Debtors' entry into Securities Purchase
Agreement among Integrated Health Services, Inc., Symphony
Health Services, Inc. and US Bioservices Corporation;

     (b) authorizing the sale to US Bioservices Corporation of
(i) all of the capital stock of APS Enterprises Holding Company,
Inc. held by the Debtors and (ii) a Promissory Note issued by
APS Enterprises Holding Company, Inc. to Integrated Health
Services, free and clear of all liens and other interests,
subject to the terms of the Securities Purchase Agreement; and

     (c) authorizing the Debtors to consummate all transactions
related to the sale.

In accordance with the Letter of Intent, the parties continued
to negotiate on the terms of a definitive securities purchase
agreement for the proposed transaction. The following are
principal terms of the Securities Purchase Agreement executed by
the parties:

A. The Parties.

     The parties are (i) IHS and Symphony, as Sellers, and (ii)
US Bioservices, as Purchaser.

B. Property.

     The property to be sold to the Purchaser pursuant to the
Securities Purchase Agreement are the APS interests.

C. Purchase Price.

     The total consideration for the APS Interests is
$12,000,000 in cash, consisting of the Note Purchase Price plus
the Share Purchase Price, subject to upward adjustment upon the
occurrence of a Clawback Event.

D. Clawback.

     The Securities Purchase Agreement provides for an increase
in the amount of consideration to be paid for the APS interests
in the event of any sale or other disposition, until the
earliest of

     (1) the consummation of the APS Acquisition, which is
defined as "the proposed acquisition by the Purchaser of all of
the shares of Common Stock owned by the Other APS Shareholders
for consideration consisting of cash or promissory notes of the
Purchaser (or a combination thereof), which acquisition is
expected to be consummated on or about the Closing (but in any
event prior to April 30, 2002)." (The Debtors are advised that
the Purchaser is currently negotiating with the other
shareholders of APS for the purchase of such shares.)

     (2) the sale of 20% or more of the common stock of APS (or
any successor) or US Bioservices in a public offering under the
Securities Act of 1933, as amended (the Act),

     (3) December 31, 2002, and

     (4) the consolidated revenues of APS (or any successor to
APS) for any 12-month period accounting for 80% of the pro
forma consolidated revenues of US Bioservices for such 12-
month period, of:

          (i) all or substantially all of the assets and
properties of APS and its subsidiaries or

          (ii) more than 50% of the outstanding shares of common
stock of APS (or the common stock of any successor) other than
in a public offering under the Act (and other than the APS
Acquisition) (a "Clawback Event").

In the event

     (a) the APS Acquisition is not consummated and a Clawback
Event occurs and

     (b) (i) the aggregate valuation of all of the common stock
for such Clawback Event is greater than $48,100,000 or

        (ii) the enterprise valuation of APS (or any successor
to APS) for such Clawback Event is greater than the Current
Enterprise Value, then the Purchaser shall pay the Sellers the
greater of the following amounts: (x) 20% of the excess of the
aggregate valuation of the common stock of APS (or any
successor) for such Clawback Event over $48,100,000; and (y) 20%
of the excess of the enterprise valuation of APS (or any
successor) for such Clawback Event over Current Enterprise
Value. Current Enterprise Value is defined as the amount
resulting from the following formula: (i) $48,100,000
plus (ii) the outstanding indebtedness of APS immediately prior
to the closing of the transactions contemplated by the
Securities Purchase Agreement minus (iii) the cash and cash
equivalents of APS immediately prior to the Closing, as such
indebtedness and cash and cash equivalents would be reflected on
a balance sheet of APS (or any successor to APS) as at
immediately prior to the Closing prepared in accordance with
generally accepted accounting principles in the United States.

E. Indemnification.

     The Securities Purchase Agreement contains customary
representations, warranties and covenants by the Sellers and
the Purchaser, and provides that each party will indemnify and
hold harmless the other for losses arising out of or as a
result of (i) any inaccuracy in any of the respective
representations and warranties or (ii) any breach of, or
failure to perform, their respective covenants or obligations
under the Securities Purchase Agreement.

F. Letter Agreement.

     Pursuant to a letter agreement between the Sellers and
Raymond A. Mirra to be delivered at or prior to the Closing,
additional representations and warranties relating to APS'
financial statements will be made to the Sellers. The Letter
Agreement provides that Mirra will indemnify and hold harmless
the Sellers for any losses arising out of any inaccuracies in
the representations and warranties made by him in the Letter
Agreement.

G. Conditions.

     The Closing is subject to conditions precedent set forth in
Sections 5.1 and 5.2 of the Securities Purchase Agreement,
which include, inter alia, the entry of the Sale Order by the
Bankruptcy Court and US Bioservices being reasonably satisfied
that the marketing and sale by APS of its products and
services is in compliance in all material respects with
applicable laws and regulations.

H. Higher and Better Offers.

     The Securities Purchase Agreement is subject to the
submission by third parties of higher and better offers for the
purchase of the APS Interests.

I. Termination.

     In addition to other rights to terminate the Securities
Purchase Agreement, IHS and US Bioservices each may terminate
the Securities Purchase Agreement if the Closing has not
occurred on or prior to March 29, 2002. The Debtors submit that
the sale of the APS Interests, in accordance with the terms of
the Securities Purchase Agreement, and subject to higher and
better offers in accordance with the Bidding Procedures, serves
the bests interests of the Debtors' estates. Accordingly, the
Debtors request that the Court enter the Sale Order authorizing
the sale of the APS Interests to US Bioservices, or to such
other successful bidder that submits a higher or better offer in
accordance with the Bidding Procedures. (Integrated Health
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


INTEREP NATIONAL: Feeble Finances Spur S&P to Junk Credit Rating
----------------------------------------------------------------
The `CCC+' credit rating reflects Standard & Poor's increased
concern about Interep National Radio Sales Inc.'s limited
liquidity and financial flexibility. The rating is placed on
CreditWatch Negative.

Interep, of New York, N.Y., is the leading independent radio
advertising representation firm, with about 50% of the national
spot radio market. The company has total debt of $99 million.
The company's near-term liquidity is the overriding credit
concern. Earnings have been under considerable pressure because
of the significant decline in national radio advertising over
the past year and further weakness following the terrorist
attacks in the U.S. on September 11.

Standard & Poor's also said that the company's financial
obligations will remain relatively high in 2002 when considering
net contract buyouts payable and interest expenses. Interep's
existing cash and marketable security balances will not be
sufficient to cover its operating and financial needs while cash
flow remains challenged.

Additional capital will be needed by midyear, and Standard &
Poor's is concerned that the company might have difficulty
securing the necessary funding in light of the weak advertising
environment.

The drop in commission revenue accelerated in the second half of
2001 to 23% from 16% in the first half of the year. EBITDA
declined 60% in 2001, excluding contract termination revenue,
option repricing, restructuring costs, and acquisition expenses.
Profitability in 2002 should benefit from Interep's 2001
restructuring actions as well as from easier prior year
comparisons and signs that radio advertising may be stabilizing.
Still, visibility remains poor and severance payments due in
2002 will limit the cash flow benefit. Key credit measures were
weak at the end of 2001 with debt to EBITDA of 9.7 times and
EBITDA coverage of interest of only 1x.

Resolution of the CreditWatch will depend on Interep's ability
to secure sufficient liquidity to meet its near-term
obligations, as well as its earnings prospects for 2002.


J2 COMMS: Delays Form 10-Q Filing Due to Change of Control Deal
---------------------------------------------------------------
J2 Communications is delaying the filing of its latest financial
statements with the SEC.  The Company indicates that it was
unable to file within the prescribed time period due to a
pending change of control transaction and related disclosures by
attorneys.  In addition the Company states that the CEO is
traveling.

J2 Communications (Nasdaq: JTWO), which owns National Lampoon,
one of the leading brands in comedy, is an internet-based,
interactive entertainment company. Nationallampoon.com , its
newest comedy creation, employs cutting-edge technology to
deliver its own brand of biting humor on a highly interactive
comedy network created for the Internet. Showcasing hilarious
new characters and features, the site debuted in 1999. The
Company also sells advertising and merchandise on the site. At
October 31, 2001, the company reported a working capital deficit
of about $1.9 million.


KENNAMETAL: Says Moody's Action Won't Affect Access to Capital
--------------------------------------------------------------
Kennametal Inc. (NYSE: KMT) said that Moody's Investor Services'
lowering of the company's senior unsecured debt rating from
Baa3, with a negative outlook, to Ba1, with a stable outlook, is
not expected to materially affect the company's access to
capital or cost of financing.

"Although Moody's recently indicated its intention to take this
step, we are nevertheless puzzled with the rationale and timing
of the revision," said Chief Financial Officer Nick Grasberger.  
"The significant improvement in our balance sheet over the past
three years and the recent upturn in leading economic indicators
supports growth expectations for later in the year."

Specifically, major accomplishments include:

     * Debt reduced by 40% over the past three years

     * Free operating cash flow in excess of $100 million each   
       of the past three years

     * Strong financial performance relative to peers in a weak
       economic environment

     * Executive compensation tied to cash flow and balance
       sheet performance.

The company reiterated its commitment to a conservative capital
structure through continued strong cash flow generation and
disciplined balance sheet management.

Kennametal Inc. aspires to be the premier tooling solutions
supplier in the world with operational excellence throughout the
value chain and best-in-class manufacturing and technology.  
Kennametal strives to deliver superior shareowner value through
top-tier financial performance.  The company provides customers
a broad range of technologically advanced tools, tooling systems
and engineering services aimed at improving customers'
manufacturing competitiveness.  With approximately 12,000
employees worldwide, the company's fiscal 2001 annual sales were
$1.8 billion, with a third coming from sales outside the United
States.  Kennametal is a five-time winner of the GM "Supplier of
the Year" award and is represented in more than 60 countries.
Kennametal operations in Europe are headquartered in Furth,
Germany. Kennametal Asia Pacific operations are headquartered in
Singapore. For more information, visit the company's Web site at
http://www.kennametal.com


KMART CORPORATION: Committee Signs-Up Otterbourg as Lead Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Kmart
Corporation wants to retain Otterbourg, Steindler, Houston &
Rosen PC to serve as its lead counsel, nunc pro tunc to January
31, 2002.

Kenneth E. Newman of The Walt Disney Company, co-chair of the
Creditors' Committee, relates that Otterbourg's extensive
experience in and knowledge of business reorganizations under
Chapter 11 of the Bankruptcy Code make the firm well qualified
to  represent the Committee.

The Committee expects Otterbourg to:

(a) assist and advise the Committee in its consultation
    with the Debtors relative to the administration of these
    Cases;

(b) attend meetings and negotiate with the representatives of
    the Debtors:

(c) assist and advise the Committee in its examination and      
    analysis of the conduct of the Debtors' affairs;

(d) assist the Committee in the review, analysis and
    negotiation of any plans of reorganization that may be filed
    and to assist the Committee in the review, analysis and
    negotiation or the disclosure statement accompanying any
    plans of reorganization;

(e) assist the Committee in the review, analysis, and
    negotiation of any financing agreements;

(f) take all necessary action to protect and preserve the
    interests of the Committee, including:
     
    (1) the investigation and prosecution of certain
        actions, on the Committee's behalf,

    (2) negotiations concerning all litigation in which
        the Debtors are involved, and

    (3) if appropriate, review, analyze and reconcile
        claims filed against the Debtors' estates;

(g) generally prepare on behalf of the Committee all necessary
    motions, applications, answers, orders, reports and papers
    in support of positions taken by the Committee;

(h) appear, as appropriate, before this Court, the Appellate
    Courts, and the United States Trustee, and to protect the
    interests of the Committee before such Courts and the
    United States Trustee; and

(i) perform all other necessary legal services in these Cases.

According to Mr. Newman, Otterbourg intends to work closely with
the other professionals retained by the Committee to ensure that
there is no unnecessary duplication of services performed or
charged to the Debtors' estates.

Otterbourg will bill at its hourly rates:
             
             Partner $400 - 595
             Associate 195 - 425
             Paralegal and Legal Assistant $155

Scott L. Hazan, Esq., a member of the Otterbourg firm, tells
Judge Sonderby that a conflict check was conducted to verify
that Otterbourg does not represent or hold an interest adverse
to the interest of the estates. Mr. Hazan admits that Otterbourg
has represented, from time to time, several parties in interest
but only in matters unrelated to these proceedings. "Otterbourg
has not and will not represent those parties in interest in
connection with these cases," Mr. Hazan asserts. But if the firm
discovers any information that requires disclosure, Mr. Hazan
assures the Court that he will promptly file a supplemental
affidavit. (Kmart Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


KMART CORP: 283 Store Closings & License Assumptions Approved
-------------------------------------------------------------
Kmart Corporation (NYSE: KM) received authorization from the
United States Bankruptcy Court for the Northern District of
Illinois to continue its successful business relationships with
several key brand partners.  The Company has also received
authorization from the Court to move forward with its previously
announced plan to close 283 stores and conduct store closing
sales at these locations.

                     License Agreements
  
At a hearing last week, the Court approved motions allowing
Kmart to assume its license agreements with Martha Stewart
Living Omnimedia, Inc. (NYSE: MSO) for Martha Stewart Everydayr
home, garden, housewares and seasonal products; Jaclyn Smith
G.H. Production, Inc. for Jaclyn Smith women's apparel, jewelry
and accessories; Kathy Ireland World Wide, Inc. for Kathy
Ireland women's apparel, accessories and exercise equipment;
Disney (NYSE: DIS) for Disney apparel for infants and children;
and JOE BOXER(R) for JOE BOXER apparel, accessories and home
furnishings.

James B. Adamson, Chairman and Chief Executive Officer of Kmart,
said, "Receiving court authorization to continue these license
agreements is an important milestone for Kmart. We are
particularly pleased that our creditors and the bankruptcy court
recognize the value of these license agreements and support our
efforts to continue working with our brand partners to create
new and mutually beneficial opportunities. While we are a long
way from finalizing our business strategy, it is clear that
these exclusive brands will continue to be a key element in our
merchandising and marketing initiatives."

                   Store Closing Sales

The Court also approved a motion allowing Kmart to move forward
with its previously announced store closing plan. The 283 stores
to be closed include 270 Kmart discount stores and 12 Kmart
Supercenter retail outlets in 40 states, and 1 Kmart store in
Puerto Rico. (A Kmart store in Buffalo, New York, that had been
included in the initial list of 284 locations will now remain
open.) The closure of these stores is expected to significantly
enhance the Company's operational and financial performance.
Store closing sales are beginning today and will continue,
depending on the location, for approximately two to three
months.

The Court has authorized Kmart to retain the services of a joint
venture of nationally recognized store closing sales agents to
conduct the sales. This joint venture consists of SB Capital
Group, LLC; The Nassi Group, LLC; The Ozer Group, LLC; Buxbaum
Group; Gordon Brothers Retail Partners, LLC; Hilco Merchant
Resources, LLC; and Great American Group. Kmart anticipates that
the sales generated from store closings and related cost savings
will enhance its cash flow by approximately $550 million in 2002
and approximately $45 million annually thereafter. In addition,
the closing of these locations is expected to improve the
Company's earnings before interest, taxes and depreciation
(EBITDA) by approximately $31 million annually.

"The decision to close stores is one of the most difficult and
painful steps in the restructuring process," Adamson said. "We
are particularly mindful of the impact this action will have on
thousands of our associates and the many customers and
communities served by these stores. We are convinced, however,
that these closings are both necessary and in the best interest
of the Company and its stakeholders."

Kmart Corporation is a $37 billion company that serves America
with more than 2,100 Kmart and Kmart SuperCenter retail outlets
and through its e-commerce shopping site,
http://www.bluelight.com


LOEWS CINEPLEX: Onex Corp. Completes Acquisition of All Assets
--------------------------------------------------------------
Onex Corporation has completed the purchase of Loews Cineplex
Entertainment Corporation and all of its wholly-owned U.S.
subsidiaries following its emergence from bankruptcy. Onex and
its partner, Oaktree Capital Management, LLC, have converted
their interests in the bank debt of Loews Cineplex to equity of
the restructured company. As a result, to date Onex will have
invested a total of approximately $320 million in Loews Cineplex
for a 60% ownership interest.

"Loews Cineplex represents a new and exciting opportunity for
Onex in the film exhibition industry worldwide," said Gerald W.
Schwartz, Chairman and CEO of Onex Corporation. "Since
announcing our interest in Loews Cineplex a little over a year
ago, we have worked with management to position the company for
future growth. Loews Cineplex emerges from bankruptcy with the
highest quality theatre portfolio in the industry. As well the
company has significantly reduced its financial leverage,
emerges with a well capitalized balance sheet and a strong
commitment by Onex and Oaktree to provide additional capital for
growth."

Over the past 13 months, Loews Cineplex has increased its annual
cash flow by $45 million through the closure of over 100
theatres totaling 700 screens and the renegotiation of lease
terms on an additional 350 screens. The company has also greatly
improved its capitalization, reducing long-term debt by
approximately $1 billion and benefiting from a significant
capital contribution by Onex and Oaktree.

Loews Cineplex has entered into a new credit facility with
Bankers Trust Company and its affiliate Deutsche Banc Alex.
Brown Inc. to finance Loews Cineplex' emergence from bankruptcy
and provide for the company's ongoing working capital needs.

The company's Canadian subsidiary, Cineplex Odeon Corporation,
and certain of its other Canadian subsidiaries, also completed
its reorganization under the Companies' Creditors Arrangement
Act (Canada). Cineplex Odeon will continue to be a wholly-owned
subsidiary of Loews Cineplex.

Onex Corporation is a diversified company with annual
consolidated revenues of approximately $24 billion and
consolidated assets of approximately $21 billion. Onex is
Canada's 4th largest company with global operations in
service, manufacturing and technology industries. Its
subsidiaries include Celestica, Inc., ClientLogic Corporation,
Lantic Sugar Limited, Rogers Sugar Ltd., Dura Automotive
Systems, Inc., J.L. French Automotive Castings, Inc.,
MAGNATRAX Corporation, InsLogic Corporation, Performance
Logistics Group, Inc., Radian Communication Services Corporation
and Galaxy Entertainment, Inc. Onex shares trade on the Toronto
Stock Exchange under the stock symbol OCX.

Loews Cineplex Entertainment Corporation is one of the world's
largest theatre exhibition companies in terms of revenues and
operating cash flow, with 2,445 screens in 263 locations
primarily in major cities throughout the United States, Canada
and Europe. Loews Cineplex operates theatres under the Loews and
Cineplex Odeon names. In addition, the company is a partner in
Magic Johnson Theatres, Star Theatres, Yelmo Cineplex de Espana
(Spain) and Megabox (Korea).

Oaktree Capital Management, LLC, based in Los Angeles, is a
private investment management firm specializing in inefficient
markets and alternative investments with approximately US$23
billion of assets committed for management primarily from
institutional investors.

DebtTraders reports that Loews Cineplex Entertainment's 8.875%
bonds due 2008 (LOEWS1) are trading between 9.25 and 12. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LOEWS1for  
real-time bond pricing.


LOEWS CINEPLEX: Emerges from Chapter 11 Bankruptcy Proceedings
--------------------------------------------------------------
Loews Cineplex Entertainment Corporation announced that the
Company and all of its wholly-owned U.S. subsidiaries have
emerged from bankruptcy.  The Company also announced that it has
entered into a new $140 million credit facility with Bankers
Trust Company and its affiliate Deutsche Banc Alex. Brown Inc.

The Company's chapter 11 plan, which was confirmed by the United
States Bankruptcy Court for the Southern District of New York on
March 1, 2002, has now become effective.  Under the terms of the
reorganization plan, the Company's existing common stock has
been cancelled, and 100% of the equity of the Company is
privately held by Onex Corporation and certain investment
funds and accounts managed by Oaktree Capital Management, LLC.

"We are pleased that the bankruptcy process has been completed,"
said Gerald W. Schwartz, Chairman and CEO of Onex Corporation.  
"We look forward to working with the Company to build upon Loews
Cineplex's preeminent position in the theatrical exhibition
industry."

Over the past thirteen months, the Company has closed over 100
theatres with 700 screens and renegotiated the lease terms on an
additional 350 screens, increasing annual cash flow by over $30
million.  The Company has also greatly improved its
capitalization with a reduction in long-term debt of over $600
million and a significant contribution from the Company's new
equity sponsors.


"During the course of the chapter 11 process we were able to
significantly deleverage the Company and terminate leases for
theatres which were obsolete or no longer serving their
markets," noted Lawrence J. Ruisi, President and CEO of Loews
Cineplex.  "These efforts, combined with our ability to
renegotiate existing lease terms and streamline our overhead,
have resulted in a more efficient, stable circuit of premium
theatres well-positioned for future profitability and growth."

Mr. Ruisi added that the support and cooperation of the
Company's employees, creditors and vendors were critical to
maintaining the operation of the Company's theatres without
interruption throughout the course of the chapter 11 process and
achieving the restructuring initiatives and reorganization
plan that were completed today.

The Company's Canadian subsidiary, Cineplex Odeon Corporation,
and certain of its other Canadian subsidiaries, also completed
the implementation of a plan of arrangement under the Companies'
Creditors Arrangement Act (Canada). Cineplex Odeon will continue
to be a wholly-owned subsidiary of Loews Cineplex.

Loews Cineplex Entertainment Corporation is one of the world's
largest theatre exhibition companies in terms of revenues and
operating cash flow, with 2,445 screens in 263 locations
primarily in major cities throughout the United States, Canada
and Europe.  Loews Cineplex operates theatres under the Loews
and Cineplex Odeon names.  In addition, the Company is a partner
in Magic Johnson Theatres, Star Theatres, Yelmo Cineplex de
Espana and Megabox.

Onex Corporation is a diversified company with annual
consolidated revenues of approximately Cdn$24 billion and
consolidated assets of approximately Cdn$21 billion.  Onex is
Canada's fourth largest company with global operations in
service, manufacturing and technology industries.  Its
subsidiaries include Celestica, Inc., ClientLogic Corporation,
Lantic Sugar Limited, Dura Automotive Systems, Inc., J.L. French
Automotive Castings, Inc., MAGNATRAX Corporation, InsLogic
Corporation, Performance Logistics Group, Inc., Radian
Communication Services Corporation and Galaxy Entertainment,
Inc. Onex shares trade on the Toronto Stock Exchange under
the stock symbol OCX.

Oaktree Capital Management, LLC, based in Los Angeles, is a
private investment management firm specializing in inefficient
markets and alternative investments with approximately $23
billion of assets committed for management primarily from
institutional investors.


LTV CORPORATION: Settles Claims Dispute with Stephens Group
-----------------------------------------------------------
The Fiduciary Trust Company, as Trustee of the Tupancy-Harris
Foundation of 1986; the Fiduciary Trust Company and Lionel B.
Sanders, as Trustees of the Jacqueline Stephens Sperry 1996
Trust; George Minkin, Trustee under the Will of John Stephens;
and Marcia Stephens -- known as the Stephens Group -- ask Judge
Bodoh to terminate the bankruptcy stay and prohibit the Debtors
from using or selling any property constituting its cash
collateral. Concurrently, the Stephens Group brings a request
for allowance and payment of an administrative expense claim in
the amount of $1,123,507.80, consisting of the January 20, 2001
quarterly royalty payment of $1,116,269.80 and the October 15,
2001 real property tax payment of $7,238 under a Lease of real
property on the same terms as that for the Stephens Group with
LTV Steel Mining as successor to Erie Mining.
                  
                    The Stipulation

The Stephens Group presents a Stipulation with LTV Steel Mining
resolving the Group's prohibition of the use or sale of property
in which the Group has an interest and request for payment of an
administrative claim.

The Stephens Group claim is fixed in the amount of
$1,123,507.80, which will be an allowed claim against LTV Steel
Mining with an administrative priority. However, the Group and
LTV Steel Mining agree that this claim is not entitled to
immediate payment. (LTV Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-00900)


MARINER POST-ACUTE: Seeks Approval to Sell Desert Sky for $1.9MM
----------------------------------------------------------------
Mariner Post-Acute Network, Inc., GCI Colter Village, Inc. and
other MPAN Debtors seek the Court's approval for:

     (1) the sale of the Desert Sky Nursing and Assisted Living
facility, located at 5125 North 58th Avenue, Glendale, Arizona
85301, free and clear of liens, claims and encumbrances and
other interests;

     (2) the Asset Purchase Agreement by and between Sky
Holdings AZ LLC as Buyer and GCI as Seller with respect to the
sale of the Facility.

     (3) entry by the Debtors into a Consulting Agreement in
connection with the operation and transition of operations of
the Facility to the Buyer;

     (4) the assumption and assignment to Buyer (or its
designee) of the Medicare Provider Agreement between GCI and the
HCFA. Operating losses at the Facility total more than $861,000
before  interests, taxes, depreciation, and amortization for the
fiscal year ended September 30, 2001. The operating losses for
the first three months of the present fiscal year already total
more than $500,000.

In the view of the Debtors, sale of the Facility is appropriate
because of the losses sustained. The Debtors tell Judge Walrath
they do not consider the Facility strategically in their lease
portfolio. Moreover, GCI's marketing efforts since July 2001 has
resulted in only one offer, that of the Buyer.

The Buyer has agreed to pay approximately $1,925,000.00, subject
to adjustments, to purchase assets of the Facility pursuant to
the Purchase Agreement. The Buyer will escrow a deposit of
$75,000 to be credited against the Purchase Price. The Deposit
is non-refundable unless the Debtors cannot obtain the required
approval.

The remainder of the Purchase Price will be paid in the form of
a promissory note in the priniciple amount of approximately
$1.88 million.

Pursuant to the Asset Purchase Agreement, GCI has agreed to sell
and assign to the Buyer all of GCI's right, title and interest
in and to the following, among other things:

     (a) The Prepaids not to exceed $10,000 in the aggregate;

     (b) The Inventory;

     (c) The Personal Property owned by GCI for the exclusive
use of the Facility subject to certain specific terms in the
Asset Purchase Agreement;

     (d) The Real Property;

     (e) The Business Records;

     (f) The Permits;

     (g) The Intellectual Property Rights associated with the
Facility, excluding any right to use the name "Mariner Post-
Acute Network," "Mariner Health Group" or any derivation of
these;

     (h) The going concern of the business.

In connection with the sale, GCI will assume and assign to the
Buyer (or its designee) the Medicare Provider Agreement between
GCI and HCFA relating to the Facility because GCI intends to
sell the Facility and thereafter cease being responsible for the
operation of it, the service contracts related to the Facility
will be unnecessary and burdensome to GCI's estate. GCI and the
Buyer have agreed that GCI is not and will not be obligated to
assume or assign to the Buyer the Contracts, and the Service
Contracts will be deemed rejected as of the Closing Date as
defined in the Purchase Agreement. (Mariner Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


MOTIENT CORP: Shareholders' Equity Deficit Tops $275 Million
------------------------------------------------------------
Motient Corporation (OTC Bulletin Board: MTNTQ) released the
financial results for the fourth quarter and year-end 2001.
Motient made significant progress toward its goal of operating
profitability by reducing EBITDA loss from $21.7 million in the
fourth quarter of 2000 to $10.7 million in the fourth
quarter of 2001.

During the fourth quarter of 2001, Motient recognized the
financial benefit of the operating expense restructuring actions
announced in September 2001.

And, as previously announced, Motient's balance sheet
restructuring remains on track, with the confirmation hearing on
its plan of reorganization scheduled for April 25, 2002. The
company expects to emerge from its Chapter 11 reorganization
during the Spring of 2002 with a strengthened balance sheet
following the conversion of $335 million of high yield debt
into new equity of Motient. The elimination of $40 million of
annual interest payments and the growth in Motient's customer
base should move the company closer to its goal of operating
profitability before the end of 2002. And with the completion of
the Mobile Satellite Ventures transaction in November 2001, the
company gained the liquidity necessary to fund operations at
least into 2003.

During 2001, subscribers on the Motient Network grew by 81,769.
At year-end, there were a total of 250,644 units on the network.
This total reflects the loss of approximately 37,000 subscriber
units associated with the satellite business that was sold in
November 2001. Total revenue, including equipment sales, was
$21.8 million in the fourth quarter, compared to $25.3 million
for the same quarter in 2000. Net service revenues were $15.9
million, compared with $18.3 million for the fourth quarter of
2000. Annual service revenue for 2001 was $71.1 million, as
compared to $73.5 million for 2000. Total revenue for the year,
including equipment sales, was $93.3 million as compared to
$99.9 million for 2000. Quarterly net subscriber activations, as
compared to the same period in the prior year, were flat.
Subscriber growth for the year was driven primarily by wireless
email, with a 125 percent increase in net new activations added
during the year. Average Revenue Per Unit remained constant
during the fourth quarter at $23 per device per month.

Net service revenue for Motient's terrestrial business was $12.1
million for the fourth quarter of 2001, as compared to $11
million in the fourth quarter of 2000. The terrestrial business
represents Motient's ongoing core business following the sales
of the satellite assets in 2000 and 2001 to Aether Systems and
Mobile Satellite Ventures.

Motient reported a fourth quarter consolidated EBITDA loss of
$12.4 million and a consolidated net loss of $124.1 million as
compared to an EBITDA loss of $41.3 million and a net loss of
$49.9 million for the same quarter of the previous year.
Included in Motient's EBITDA loss for the fourth quarter of
2001 is a $1.7 million inventory write-off primarily associated
with certain older inventory.

Included in Motient's EBITDA loss for the fourth quarter of
2000, was $19.6 million of operating expenses of XM Radio, for
which Motient was required to consolidate in 2000. Excluding
these items, Motient's EBITDA loss for the fourth quarter of
2001 was $10.7 million, as compared to $21.7 million for the
fourth quarter of 2000.

The consolidated net loss for the quarter was also impacted by
several financing transactions that took place during the
period. Motient recorded a $7.6 million gain on the sale of its
satellite assets to Mobile Satellite Ventures LP, an $8.3
million gain upon the release of a $10 million escrow related to
the transportation asset sale in the fourth quarter of 2000, and
a $0.5 million gain on the sale of shares of XM Radio stock.

Additionally, in the fourth quarter of 2001, Motient recorded an
$81.5 million impairment loss on the XM Radio stock held for
sale, and also incurred $1.3 million of expenses associated with
its debt restructuring and subsequent Chapter 11 filing. For the
fourth quarter of 2001, Motient also recorded a charge of
$25.8 million, which represented its share of XM Radio and
Mobile Satellite Ventures LP losses, as compared to $8.9 million
of comparable charges recorded in the fourth quarter of 2000.
During the fourth quarter of 2000, Motient recorded a $5.7
million gain on the sale of its transportation assets. Excluding
the items outlined above, the company reported a fourth
quarter loss of $31.5 million as compared to a net loss of $46.7
million for the fourth quarter of 2000.

For the year 2001, Motient generated an EBITDA loss of $62.6
million and a net loss of $292.1 million as compared to an
EBITDA loss of $141.6 million and a net loss of $188.1 million
for 2000. Excluding the net losses from XM Radio and Mobile
Satellite Ventures LP and other unusual items, Motient
generated an EBITDA loss of $50.4 million and a net loss of
$143.4 million for 2001, as compared to an EBITDA loss of $61.9
million and a net loss of $157.0 million for 2000.

During 2001, the company achieved the following highlights:

* Addition of BlackBerry(TM) by Motient for Lotus(R) Domino(TM)
  to the Motient network

* Addition of support for the Palm V/Vx product line to the
  Motient network with eLink(SM) wireless email as a result of
  the announcement and delivery of the MobileModem

* Sale of the Mobile Satellite assets in November 2001,
  obtaining the liquidity for Motient to operate through 2002

* Elimination of all bank debt with the exchange of XMSR shares
  in November of 2001.

* Became the first wireless carrier to offer packet data
  services in all 500 MSAs in the US with the expansion of the
  terrestrial network to 2300 base stations

* Licensing of the custom software application that drives the
  Motient(TM) network, generating revenue of $1.75 million.

Motient Corporation -- http://www.motient.com-- owns and  
operates the nation's largest two-way wireless data network --
the Motient(TM) network -- and provides a wide-range of mobile
and Internet communications services principally to business-to-
business customers and enterprises. The company provides
eLink(SM) and BlackBerry(TM) by Motient two-way wireless email
services. Motient's wireless email services operate on the RIM
850 and RIM 857 Wireless Handhelds(TM) and Motient's MobileModem
for the Palm(TM) V series handhelds. Motient serves a variety of
markets including mobile professionals, telemetry,
transportation and field service, offering coverage to all 50
states, Puerto Rico and the U.S., Virgin Islands.

At December 31, 2001, Motient reported an upside-down balance
sheet showing a total shareholders' equity deficit of $275
million.


N2H2 INC: Commences Trading on OTCBB Effective on March 21, 2002
----------------------------------------------------------------
N2H2, Inc. (OTC Bulletin Board: NTWO), an Internet access
management company specializing in fast and scalable filtering
solutions, announced that its common stock is eligible to begin
trading on the Over-the-Counter Bulletin Board of the National
Association of Securities Dealers (OTCBB) effective
approximately March 21, 2002, under its ticker symbol NTWO.OB.
N2H2 had previously traded on the Nasdaq exchange.

The OTCBB is a regulated quotation service that displays real-
time quotes, last sale prices, and volume information in over-
the-counter equity securities that are not listed on the Nasdaq
Stock Market (NASDAQ) or a national securities exchange. N2H2 is
moving to the OTCBB because it received notification from Nasdaq
on March 20, 2002 that it would be delisted from Nasdaq
effective the open of the market on March 21, 2002 for failure
to meet Nasdaq listing requirements.

"The move to the OTCBB does not change our strategic plan for
restructuring N2H2 into an efficient, profitable company," said
Philip Welt, president and CEO of N2H2. "The restructuring of
N2H2 is already well under way -- in the last twelve months we
have put N2H2 on the industry's most popular filtering
platforms of Cisco, Check Point, and Microsoft, and with the
launch of our new line of enterprise-class products, more
platforms will follow. We are also having great success in
building our reseller channel, adding 50 new value added
resellers since December."

"N2H2 remains on solid financial ground," said Paul Quinn, CFO
of N2H2. "We have cut costs and continue to grow revenue. Our
revenue for last quarter was $2.9 million and better than the
guidance we provided. We expect to meet or exceed guidance for
the current quarter as well. We have cut quarterly expenses in
half compared to last year, and we have $6 million in cash,
which we project will provide cash for over 12 months, but we
expect to be profitable before then."

N2H2 Inc. is an Internet access management company specializing
in fast and scalable filtering solutions. N2H2 Internet
filtering optimizes Web access -- enabling organizations of any
size to limit potential legal liability, conserve bandwidth and
increase user productivity.

Based in Seattle, WA, N2H2 has more than 16.5 million users --
including an international presence in over 20 countries. The
company has developed the highest quality database of its kind
through a unique combination of advanced artificial intelligence
and expert human review. N2H2 develops flexible Internet
management solutions for organizations through its alliances
with leading technology partners including Microsoft, Cisco, and
Check Point. Additional information about the company is
available at http://www.n2h2.comor by calling 206-336-1501 or  
800-971-2622.


NET2000 COMMS: Asks Court to Fix July 1 Claims Bar Date
-------------------------------------------------------
Net2000 Communications Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to fix the
time period within which creditors must file proofs of claim
against the Debtors' estates or be forever barred from asserting
that claim.  The Debtors propose to establish July 1, 2002 as
the deadline by which proofs of claims and interests must be
filed by certain creditors and holders of equity interests in
these chapter 11 cases.  The Debtors also wish to establish the
same date as the bar date by which requests for payment of
administrative expenses accrued prior to May 1, 2002 must be
filed.  The Debtors also ask the Court to establish the later of
Bar Date or 30 days after the entry of an order for the Debtors'
rejection of an executory contract or unexpired lease as the
deadline for filing any rejection damage claims.

The Debtors believe that a July 1, 2002 deadline provides
creditors and interest holders with sufficient time to review
the Schedules and, if necessary, prepare and file a Proof of
Claim Form. Furthermore, the Debtors point out that allowing
them to combine notice of the Bar Dates with notice of
contingent, disputed or unliquidated claims will save the
estates significant administrative expenses.

The Debtors explain that they will require a fuller
understanding of the claims against interests that will be
asserted in these cases. The Debtors have filed their schedules
and statements of financial affairs with the Court and are
progressing towards the developing their liquidating plan of
reorganization. For them to proceed promptly and efficiently
towards plan confirmation, the Debtors must obtain complete and
accurate information regarding the nature, amount and status of
all claims allegedly held against the Debtors' estates.

The Bar Date would apply to all Entities holding claims except:

     a) those claims arise out of the rejection of executory
        contracts or unexpired leases prior to the entry of the
        order establishing the Bar Date;

     b) governmental units holding claims for unpaid taxes,
        whether arising out of prepetition tax years or periods
        or prepetition transactions to which one of the Debtors
        was a party; and

     c) entities whose claims arise out of the obligations of
        such Entities under a contract for the provision of
        liability insurance to a Debtor.

Proofs of claim are not required to be filed by:

     a) any Entity that has already properly filed with the
        Court a proof of claim against or interest in one or
        more of the Debtors;

     b) any Entity whose claim is not listed as "disputed,"
        "contingent" or "unliquidated" in the Schedules; and who
        agrees with the nature, classification and amount of
        such claim set forth in the Schedules;

     c) any Entity whose claim or interest previously has been
        allowed by, or paid pursuant to, an order of this Court;
        and

     d) any of the Debtors that hold claims against or interests
        in one or more of the other Debtors.

To provide notice of the Bar Dates to Entities whose names and
addresses are unknown to the Debtors, the Debtors request
authority to publish notice of the Bar Dates on or prior to
April 15, 2002 in the USA Today and the Washington Post.

The Debtors have retained Bankruptcy Services, Inc. --which the
Court has already approved -- to act as their claims and
noticing agent.  BSI can assist the Debtors in documenting,
organizing, analyzing and reconciling the claims asserted
against the estates.

Any Proof of Claim Form to be validly and properly filed, it
should be received by BSI before 4:00 p.m., Eastern Time, on or
before the applicable Bar Date. Proofs of claim or interest
shall be deemed filed only when actually received by BSI.

Net2000 Communications, Inc., providers of state-of-the-art
broadband telecommunications services to high-end customers,
filed for chapter 11 protection on November 16, 2001. Michael G.
Wilson, Esq. at Morris, Nichols, Arsht & Tunnell represents the
Debtors in their restructuring effort. When the Company filed
for protection from its creditors, it listed $256,786,000 in
assets and $170,588,000 in debts.


NORTHWEST AIRLINES: Files a Prospectus Supplement re $300M Notes
----------------------------------------------------------------
Northwest Airlines, Inc. has filed a prospectus supplement to
its August 17, 2001 prospectus regarding the $300,000,000 -
9.875% Notes Due 2007. The Notes as issued are to be fully and
unconditionally guaranteed by Northwest Airlines Corporation.
Interest on the Notes is payable March 15 and September 15.
The Notes will bear interest at the rate of 9.875% per year and
will mature on March 15, 2007. The Airline may not redeem the
Notes prior to the maturity date. The Notes will be issued only
in denominations of $1,000 and integral multiples of $1,000.
The Notes will rank equally with all unsecured and
unsubordinated indebtedness of Northwest Airlines, Inc. and will
be fully and unconditionally guaranteed on a senior unsecured
basis by Northwest Airlines Corporation, the indirect parent of
Northwest Airlines, Inc.

Morgan Stanley & Co. Incorporated was expected to deliver the
Notes to purchasers on March 20, 2002.

Northwest Airlines, the #4 US airline (UAL's United is #1),
flies to more than 150 cities worldwide, with hubs in Detroit,
Memphis, Minneapolis/St. Paul, Osaka, and Tokyo. It also owns
Memphis regional carrier Express Airlines. Through code-sharing
agreements with other carriers, the airline serves about 785
destinations in 120 countries. It has extensive alliances with
Continental Airlines and Dutch airline KLM. Northwest is one of
the world's top air cargo carriers. Facing reduced demand for
air travel, Northwest cut both its flight schedule and its
workforce in 2001. At September 30, 2001, the company had a
working capital deficit of about $200 million.


OFFSHORE POWER PRODUCTION: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Offshore Power Production C.V.
        Schouwburgplein 30-34
        3012 CL Rotterdam
        The Netherlands

Bankruptcy Case No.: 02-11272

Type of Business: Debtor is a holding company for an
                  ownership interest in Enron Mauritius
                  Company.

Chapter 11 Petition Date: March 20, 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: $668,943,343

Total Debts: $19,292 (This amount does not reflect off-balance
             sheet and contingent obligations.)


OPTICON MEDICAL: Files for Chapter 11 Reorganization in Ohio
------------------------------------------------------------
Opticon Medical, Inc. (OTC Bulletin Board: OPMI), as a result of
having exhausted its cash resources, filed a voluntary petition
for reorganization under Chapter 11 of the Federal Bankruptcy
Code in the United States Bankruptcy Court for the Southern
District of Ohio, Eastern Division.  Under Chapter 11, the
Company will continue to operate under court protection from
creditors while seeking to implement a plan of
reorganization.

Glenn D. Brunner, President of Opticon Medical, also announced
that the Company was in discussions with an investor group that
may provide the Company with debtor in possession (DIP)
financing, and is interested in purchasing some or all of the
Company's assets. The proceeds of the DIP financing would be
used to fund operations pending court approval for a plan
of reorganization that may include, or be replaced by, the sale
of the Company's assets. He noted, however, that there could be
no assurance that such discussions would result in financing or
other transactions that could constitute a plan of
reorganization acceptable to the Company's creditors and
shareholders.


OPTICON MEDICAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Opticon Medical Inc
        dba Immune Response Inc
        dba Opticon Acquisition
        aka Medical Device International
        7001 Post Road #100
        Dublin, Ohio 43016

Bankruptcy Case No.: 02-53599

Chapter 11 Petition Date: March 22, 2002

Court: Southern District of Ohio (Columbus)

Judge: Charles M Caldwell

Debtors' Counsel: Myron N. Terlecky, Esq.
                  392 E Town Street
                  Columbus, Ohio 43215
                  614-221-4670


PRECISION SPECIALTY: Selling Assets to PSM Acquisition for $16MM
----------------------------------------------------------------
Precision Specialty Metals, Inc., the nation's leading stainless
steel conversion mill, has reached an agreement for the sale of
its assets to California-based PSM Acquisition Corp. for
approximately $16.1 million in cash.

Precision Specialty Metals' President and Chief Executive
Officer Lawrence F. Hall said that after reviewing various
strategic alternatives to maximize the value of PSM's business,
management and the board determined that the sale of the Company
is in the best interests of its constituents.

"The transaction we are announcing [Thurs]day represents
extremely positive news for our vendors, customers and
employees," he said.  "PSM's business will emerge from its
voluntary Chapter 11 restructuring with a significantly
deleveraged balance sheet.  Under new ownership, the business
which will continue to operate under the Precision Specialty
Metals, Inc. name will be able to capitalize on the significant
improvements it has made during recent years, while having
greater access to the financial resources necessary to prosper
and grow."

He noted that during the sale process and beyond, operations
will continue without interruption, and PSM will continue to
fulfill its obligations to its customers without interruption.  
"Going forward, our customer relationships and the quality of
product and service remain key priorities," Mr. Hall stated.

The sale agreement is subject to higher and better offers
submitted in accordance with procedures to be approved by the
U.S. Bankruptcy Court, District of Delaware, under Section 363
of the U.S. Bankruptcy Code.

TM Capital Corp., retained by PSM in late 2001 as the Company's
investment banker, is acting as exclusive advisor with respect
to the sale process and will collect bid submissions on the
Company's behalf.

Information requests and bid submissions should be forwarded to
Michael S. Goldman of TM Capital at One Battery Park Plaza, 35th
Floor, New York, NY 10004, fax (212) 809-1450.  It is currently
anticipated that a hearing to approve the sales procedures will
be held by the U.S. Bankruptcy Court, District of Delaware on
April 9, 2002.  The auction of PSM's assets will be conducted in
Los Angeles on May 2, 2002 and a hearing to confirm results of
the auction will be held before the U. S. Bankruptcy Court on
May 13, 2002.

Headquartered in Los Angeles, Precision Specialty Metals is a
specialty steel conversion mill engaged in re-rolling, slitting,
cutting and polishing stainless steel hot band into standard or
customized finished thin-gage strip and sheet product.  PSM is
the sole stainless steel conversion mill in the Western United
States, and the largest independent conversion mill in
the U.S. Its products are consumed by the automotive, aerospace,
construction, computer and appliance industries.

The Company filed its voluntary petition in the U.S. Bankruptcy
Court for the District of Delaware in Wilmington on July 16,
2001.


PSINET: Gets Okay to Sell U.S. Network Assets to Cogent for $7MM
----------------------------------------------------------------
PSINet, Inc., and its debtor affiliates, acquired the approval
of the Court, pursuant to Sections 105, 363, 365 and 1146 of the
Bankruptcy Code and Rules 2002, 6004, 6006 and 9014 of the
Bankruptcy Rules, to sell certain assets relating to the
Debtors' U.S. businesses to PN Acquisition Corp., which is a
subsidiary of Cogent Communications Group, Inc., for $7,000,000
in cash (subject to certain adjustments and escrows), subject to
higher and better offers. The Assets represent a significant
portion of the PSINet U.S. fiber optic network, and the
customers thereon.

                  Sale Procedures Approved

The Court has issued a Sale Procedures Order approving the Sale
Procedures as proposed by the Debtors.

On March 27, 2002 at 11:00 a.m., Judge Gerber will conduct a
Sale Hearing with respect to the Sale transaction and consider
confirmation of the Auction, if any.

As previously reported, the deadline for objections to the sale
is March 25, 2002, 4:00 p.m. prevailing Eastern time.

                  Debtors' Clarifications

Since the filing of the motion, Debtors received a number of
inquiries from counterparties to executory contracts and other
parties in interest seeking clarification and further
information with respect to the proposed transaction.

Objections were raised by General Electric Capital Corporation
and Fairfax County, Virginia, relating to certain aspects of the
proposed sale.

In response to the enquiries, Debtors submitted a supplemental
memorandum to provide further explanation of the underlying
transaction and the notice procedures sought in the motion.

PSINet also filed a reply brief in response to papers filed by
General Electric Capital Corporation and Fairfax County,
Virginia.

             Supplemental Memorandum on Motion

1. The Cogent Transaction

   Debtors explain that, for a purchase price of $7 million (in
   addition to the $3 million due diligence fee already paid),
   the Debtors will convey to PN Acquisition network assets that
   make up a significant part of the Debtors' U.S. network, and
   will assume and assign to PN Acquisition a number of customer
   and other contracts.

   When the 75-day transition period contemplated by the APA is
   complete, the Debtors will have essentially wound up their
   U.S. operations. The bankruptcy estate will consist
   principally of cash, some real estate, the shares of a few
   remaining foreign subsidiaries, and various causes of action.

   a. Equipment.

      Debtors make it clear that the only equipment that is
      being conveyed to the buyer is equipment that is owned
      outright, and not subject to any lien.

      Certain equipment is expressly excluded from the sale.
      Debtors believe that all equipment obtained under any
      lease or financing agreement as to which amounts remain
      due is expressly excluded pursuant to the extensive
      schedules of excluded equipment -- Schedule F (Excluded
      Non-Phoenix Equipment), or Schedule G (Excluded Phoenix
      Equipment). The Debtors anticipate returning any equipment
      that is subject to a lease or a valid and unavoidable
      security interest to the lessor or secured lender during
      the transition period, consistent with the APA and in
      accordance with procedures approved by the Court.

      Any equipment that has been paid for in full is not
      scheduled, and will be conveyed to the buyer.

      In addition, there is certain equipment that the Debtors
      ordered, and received from manufacturers, as to which no
      lease agreement or financing documents were executed. This
      equipment, described as "Disputed Equipment" (and listed
      in Schedule E), will be conveyed to the buyer in the event
      it is determined it is owned free and clear, and not
      subject to any lien.

   b. Executory contracts and the transition period.

      Executory contracts (which include customer agreements,
      IRU agreements, real property leases, circuit agreements,
      etc.) are divided into three categories:

      *  assumed (Schedule B)

         -- Debtors seek the assumption and assignment of these
            agreements;

      * rejected (Schedule C)

         -- Debtors seek the rejection of these agreements;

      * assumable (Schedule A)

         -- The APA provides for a 75-day transition period
            during which the buyer will determine which of the
            "assumable" executory contracts it will designate to
            be assumed and assigned, and which it will allow the
            Debtors to reject. The requested sale approval will
            provide that, when the Buyer notifies Debtors of its
            intention to take an assignment of any such
            contract, the Debtors will in turn provide a written
            Notice of Assumption and Assignment to the
            counterparty to such agreement and file such Notice
            with the Court. The Debtors will remain responsible
            for being current, on a post-petition basis, on the
            "assumable" contracts until an assumption or
            rejection is effective.

   c. Cure costs and maintenance costs.

      Under the terms of the APA, the Debtors are responsible
      for cure costs on contracts being assumed and assigned, up
      to $3 million. Insofar as, on the date of the sale
      approval, it is determined that the cure costs may exceed
      $3 million, the buyer must either agree that certain
      contracts listed as "assumed" or "assumable" be rejected
      so that the total cure cost not exceed $3 million, or
      agree to reimburse the Debtors for any cure amounts in
      excess of $3 million. In the absence of the buyer's     
      agreement to this effect, the Debtors would be permitted
      to terminate the APA. Insofar as the total cure costs on
      assumed contracts are less than $3 million, the Debtors
      will pay the buyer (or credit against the purchase price)
      10% of the total amount short of the $3 million cap.

      As previously reported, the Asset Purchase Agreement
      provides that the Buyer shall pay certain Maintenance
      Costs attributable to Agreements, for services or products
      supplied during a Transition Period within which Buyer
      consider whether such and such an agreement will be
      assumed and assigned as part of the transaction.

      The Supplemental Memo adds, "The buyer will also reimburse
      the Debtors for the incremental cost (beginning on the
      date of the approval of the sale procedures) of the         
      executory contracts listed as "assumable," as well as
      those that are to be rejected at the end of the transition
      period."

      In the event PN Acquisition is outbid in an auction, it is
      entitled to be reimbursed out of the estate for the amount
      it is required to pay for these maintenance costs for the
      period between the entry of the bid procedures order and
      the auction.

   d. Cure procedures.

      As previously reported, the Debtors have proposed a bid
      procedures order that would require the counterparties to
      executory contracts that are listed as "assumed" or
      "assumable" to provide the Debtors, the Official Committee
      of Unsecured Creditors, and the buyer with statements
      demonstrating cure amounts with supporting documentation
      on or before March 18, 2002.

      Because the Debtors hope to be able resolve any disputes
      regarding cure amounts due in advance of the sale approval
      hearing on March 27, 2002, Debtors are not waiting to     
      obtain the March 18, 2002 cure statements to begin
      discussions with counterparties. Rather, the Debtors have
      already begun affirmatively to contact the counterparties
      in order to begin negotiations regarding cure amounts.

      Insofar as disputes remain as of the sale approval
      hearing, in order to preserve the Debtors' ability to
      terminate the APA if the cure cost exceeds $3 million,
      Debtors request that the Court resolve such disputes for
      resolution in connection with the sale approval hearing.
      The proposed bid procedures order would also provide that
      insofar as any counterparty fails to submit a cure
      statement by the March 18, 2002 deadline, that the cure
      amount for those executory contracts will be deemed to be
      zero.

2. Bid Procedures Order

   The proposed bid procedures order would provide that in the
   event PN Acquisition is outbid in an auction, it would be
   entitled to a $300,000 break-up fee and reimbursement of the
   "maintenance costs" described above. In connection with the
   due diligence agreement previously approved by the Court (and
   confirmed in the APA), if outbid at an auction Cogent would
   also be entitled to the return of the $3 million due      
   diligence fee it previously paid.

   The procedures order establishes these deadlines:

   March 23, 2002, 10:00 a.m.  Deadline for competing bids.
   March 25, 2002, 10:00 a.m.  Auction date.
   March 25, 2002, 4:00 p.m.   Deadline for objecting to sale.
   March 27, 2002, 11:00 a.m.  Sale approval hearing.

Debtors make it clear that any objection to the sale itself
would be properly presented if filed in advance of the March 25,
2002 deadline for objections to approval of the transaction.

The March 8, 2002 deadline relates only to the bid and auction
procedures, the scheduling and notice procedures described in
the motion, and the payment of a breakup fee and maintenance
costs.
                         GECC's Objection

General Electric Capital Corporation filed a secured proof of
claim in the amount of $29,367,251.12.  The collateral consists
of equipment located in the United States pursuant to two Master
Lease Agreements and six Lease Schedules. GECC agrees with the
position of the Debtor that the Agreements are not true leases,
but are for arrangement of secured financings. GECC's proof of
claim expressly provides that, to the extent that the claim may
be undersecured, the proof of claim will serve as evidence of
GECC's unsecured, deficiency claim.

To ascertain whether its collateral is subject of the proposed
sale, GECC is reviewing the bulky and lengthy Schedules --
Schedule F is a total of 1,193 pages, Schedule G is a total of
491 pages and each page has 80 entries.

To the extent any GECC collateral is included in the sale, GECC
objects to the motion on three bases:

(A) The Motion Does Not Provide for Credit Bidding Rights Under
    Section 363(k) of the Code.

    GECC asserts that under Section 363(k), it is a fundamental
    right of secured creditors to credit bid to purchase the
    equipment at the price ascribed to the equipment by debtors,
    up to the full amount of its debt.

(B) There is No Allocation of Proceeds Among the Secured
    Creditors.

    GECC objects on the ground that the Motion fails to provide
    for an allocation of the sales proceeds among the secured
    creditors. There are no values ascribed to the items of
    collateral to be sold. Rather, the Debtor seeks to sell
    numerous secured creditors' collateral, for an aggregate
    amount of $7,000,000, with no allocation of the proceeds
    among the secured creditors.

    The secured creditors are entitled to credit bid, and there
    is no way to know where to start credit bidding without an
    allocation of proceeds among all of the items of equipment
    being sold, GECC points out.

    "The Debtor should be obligated to make an allocation of the
    proceeds among the secured creditors, if for no other reason
    than that the secured creditors need to know where the
    credit bidding starts," GECC tells the Court, "Further,
    there is no way for the secured creditors to know to what
    amount in proceeds their liens will attach. The Debtor
    cannot be permitted to aggregate all of the secured
    creditors' collateral, with no allocation of proceeds."

(C) The Debtor Has Not Made A Showing Of "Cause" Under
Bankruptcy Rule 6004(g).

    GECC asks the Court to deny the Debtors' request for a      
    waiver of the ten day stay under Rule 6004(g) because the
    Debtor has not made any showing of cause for a waiver of the
    ten day period.

    "There does not appear to be any emergency that would compel
    an immediate closing on the sale of the Debtor's assets,"
    GECC says, "Rather, the Debtor appears to be seeking a
    waiver of the ten day stay in order to deprive the secured
    creditors, or other objecting parties, of the opportunity to
    seek a stay pending appeal, should the Court approve the
    proposed sale over their Objections."

                 Fairfax County's Response

Fairfax County, Virginia says $653,878.12 in Business Personal
Property taxes are due relating to certain equipment obtained in
connection with financing agreements entered into between the
Debtors and American Finance Group, Inc., dba Guaranty Capital
Corporation, and that a tax lien has attached to all personal
property of the Debtors located in Fairfax County as of January
1, 2001.

Fairfax County asserts that the 2002 taxes are not subject to
proration under applicable state law and are in the amount of
$412,336.54.

Accordingly, Fairfax County asserts that it has a lien in the
amount of $1,066,214.66 that will attach to the proceeds of the
sale, or that "in the alternative, the County's rights of
seizure, as provided by Virginia law, should be preserved even
after the sale."
                    Debtors' Reply Brief

(1) with respect to GECC's equipment

    Debtors indicate that, insofar as GECC can demonstrate in
    connection with the sale approval hearing, by providing the
    Debtors with appropriate lease schedules, that it has
    sold/leased equipment to the Debtors in the United States,
    and that equipment is subject to a lien running in favor of
    GECC and that Debtors have not otherwise satisfied GECC's
    lien, the Debtors will seek to amend the schedules to
    exclude such equipment from the sale.

(2) with respect to BPP and tax lien asserted by Fairfax

    Insofar as Fairfax County has a valid secured claim in the
    assets being sold, such claim will attach to the proceeds of
    the sale.

    Debtors note that, in the absence of a contention that the
    sale proceeds will be insufficient to pay the secured
    creditors, however, a motion to approve the sale is not an
    appropriate occasion to litigate the validity or extent of
    any secured creditor's lien. Debtors reserve all rights to
    dispute, at an appropriate time, the validity and extent of
    the asserted liens in accordance with, inter alia, Sections
    362, 502, 505, 506 and 545 of the Bankruptcy Code.

    Finally, Debtors note that the proposed sale, which would be
    pursuant to Section 363 of the Bankruptcy Code, would
    terminate "the County's rights of seizure, as provided by
    Virginia law." In this connection, Debtors draw the Court's
    attention to Section 363(f) of the Bankruptcy Code. Section
    363(f) expressly authorizes the sale of property of the
    estate "free and clear of any interest in such property" if
    certain statutory requirements are satisfied, and in the
    absence of any suggestion that the requirements of Section
    363(f) are not satisfied, the proposed sale to PN       
    Acquisition would be "free and clear" of any interest that
    Fairfax County may have in the property under Virginia law,
    such interest attaching to the sale proceeds, Debtors argue.

    Any state law "right of seizure" that Fairfax County would
    otherwise have in the assets being sold is expressly
    preempted by the Bankruptcy Code, Debtors assert. Debtors
    request that if the Court ultimately approves the
    transaction, that the order approving such sale expressly
    provide that any "right of seizure" arising under state law
    is extinguished. (PSINet Bankruptcy News, Issue No. 17;
    Bankruptcy Creditors' Service, Inc., 609/392-0900)   


RADIANT ENERGY: Faces Trading Halt for Failure to File Results
--------------------------------------------------------------
Radiant Energy Corporation, (CDNX - YRD) announced that the
Ontario Securities Commission will be issuing a "Management and
Insider Cease Trade Order" which prohibits trading in securities
of the Company by its senior officers, directors and significant
shareholders. The order will be lifted when the Company files
the required year-end and first quarter financial
statements.

The annual financial statements were due to be filed on March
20, 2002. The Company had insufficient working capital to fund
the audit by the filing date. Three Directors of the Corporation
have agreed to lend the Corporation sufficient funds to complete
the audit. The short-term loan will allow draws up to a maximum
$75,000.00 Canadian, bear an interest rate equal to 9% per
annum and is repayable on demand. The Company expects to file
the annual financial statements and other required Annual
information with the Ontario Securities Commission on or before
April 1, 2002. The Company will also file financial statements
for the first quarter ended January 31, 2002.

Should the Company fail to file its financial statements on or
before May 20, 2002, the Ontario Securities Commission will
impose a cease trading order that all trading in the securities
of the Company cease for such period specified in the cease
trading order.

Distribution of the annual financial statements, the annual
shareholder information circular and proxy material will be
distributed to shareholders on or before April 5, 2002. As filed
on March 1, 2002, the annual general and special meeting of
shareholders will be held on April 29, 2002 in Toronto, Ontario
at 4:30 pm at the Board of Trade, 1 First Canadian Place,
Toronto, Ontario.


SAFETY-KLEEN: Secures Okay to Extend and Increase DIP Financing
---------------------------------------------------------------
Safety-Kleen Corp. announced that the U.S. Bankruptcy Court has
approved the extension of Safety-Kleen's debtor-in-possession
financing -- into March, 2003 -- and an increase in the DIP
financing to $200 million -- from the previously established
$100 million -- to accommodate additional cash and letter of
credit requirements.

Proceeds from the DIP financing may be used to fund, among other
things, working capital, capital expenditures, general corporate
purposes and certain other Chapter 11 expenses.

"The Court's approval of the extension and increase in our DIP
financing is yet another important step forward in our efforts
to emerge from bankruptcy," said Safety-Kleen Chairman, CEO and
President Ronald A. Rittenmeyer.

Based in Columbia, SC, Safety-Kleen Corp. is the largest
industrial and hazardous waste management company in North
America, serving more than 400,000 customers in the United
States, Canada, Mexico and Puerto Rico. Safety-Kleen Corp. is
currently under Chapter 11 bankruptcy protection, which it
entered into voluntarily on June 9, 2000.


TELSCAPE INT'L: Trustee Sets Creditors' Meeting on April 4, 2002
----------------------------------------------------------------
A creditors' meeting for the chapter 11 cases of Telscape
International, Inc. and its affiliated debtors will convene on
April 4, 2002 at 2:00 p.m., J. Caleb Boggs Federal Building, 844
King Street, Room 2112, Wilmington, Delaware.

All creditors are invited to attend.  This Meeting of Creditors
offers the one opportunity in a bankruptcy proceeding for
creditors to question a responsible office of the Debtor under
oath about the company's financial affairs and operations that
would be of interest to the general body of creditors.

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


UCAR INT'L: Annual Shareholders' Meeting Set for May 7, 2002
------------------------------------------------------------
The annual meeting of stockholders of UCAR International Inc.
will be held at 10:00 a.m. on May 7, 2002, at the Hotel du Pont,
Wilmington, Delaware, for the following purposes:

        1.  To elect 7 directors to serve on UCAR's Board of
Directors until the annual meeting of stockholders for 2003.

        2.  To amend the Amended and Restated Certificate of
Incorporation of the Corporation to change the name of the
Corporation to GrafTech International Ltd.

        3.  To transact such other business as may properly come
before the meeting.

UCAR indicates that most of its stockholders hold their shares
in street name, and it is offering them the opportunity to vote
by telephone or via the Internet as instructed in the proxy
statement or on the vote instruction card.

UCAR International is the US's largest maker of graphite
electrodes. Accounting for more than three-fourths of the
company's sales, graphite electrodes are used to generate heat
in the production of steel and in electric arc furnaces. UCAR's
carbon electrodes are used to make silicon metal, ferronickel,
and thermal phosphorus. The company's carbon and graphite
cathodes conduct electricity in aluminum smelting furnaces.
Through its Graftech subsidiary, UCAR also makes flexible
graphite that is used to make gaskets and other sealing products
for the automotive and chemical industries. UCAR has postponed
its planned spinoff of Graftech due to poor market conditions.
At September 30, 2001, the company reported a total
shareholders' equity deficit exceeding $300 million.


USINTERNETWORKING: Files 2nd Amended Plan of Reorg. in Maryland
---------------------------------------------------------------
On March 15, 2002, USinternetworking, Inc. filed its Second
Amended Joint Chapter 11 Plan of Reorganization and the related
Disclosure Statement with the United States Bankruptcy Court for
the District of Maryland (Baltimore Division). The Plan
contemplates that, pursuant to a Conditional Subscription
Agreement dated January 7, 2002 between the Company and
USinternetworking Holdings, Inc., an affiliate of Bain Capital
Partners, LLC, Bain will acquire 100% of the common stock of the
Company as part of its reorganization pursuant to the Plan and,
upon consummation of the Bain investment, the currently
outstanding common stock of the Company will be cancelled with
no consideration being paid to the holders of the outstanding
common stock.


VERSATEL TELECOM: Negative Working Capital Slides-Up in Q4
----------------------------------------------------------
Versatel Telecom International N.V.(NASDAQ:VRSA)(AEX:VRSA),
reported fourth quarter and year end financial and operating
results.

For the year ended December 31, 2001 gross billings were EUR
274.4 million, up 51.2 percent compared with FY2000 gross
billings of EUR 181.5 million. For the fourth quarter of 2001
gross billings were EUR 73.5 million compared to EUR 70.7
million in 3Q01 and EUR 57.3 million in 4Q00. Revenues for the
year ended December 31, 2001 were EUR 255.7 million compared to
revenues of EUR 181.5 million for FY2000. Revenues for the
fourth quarter 2001 were EUR 65.9 million compared to revenues
of EUR 65.0 million in 3Q01 and revenues of EUR 57.3 million in
4Q00.

In total, on-net revenues for Versatel were EUR 157.8 million in
FY2001 compared to EUR 88.2 million in FY2000. For the fourth
quarter of 2001, on-net revenues were EUR 40.5 million compared
to EUR 39.6 million in the third quarter of 2001 and EUR 28.6
million in the fourth quarter of 2000. This growth continues to
reflect the increased provisioning of on-net fiber, DSL, and
ISDN customers. In addition, approximately EUR 23.0 million of
Versatel's revenues in 2001 were derived from customers from
which Versatel also purchased assets for use in its own network.
The assets purchased have been recorded as purchases of
property, plant and equipment and include the international
fiber and capacity that Versatel required to complete its
international network to London, Paris and New York.

Komtel's activities include certain premium dial-in services.
For these services, Versatel collects per minute fees from
Deutsche Telekom and then passes a portion of these fees on to a
local content provider. As of April 1, 2001, we report these
fees on a net basis, whereby reported revenues only include that
portion of the fees from Deutsche Telekom that are not passed on
to a local content provider. Until March 31, 2001, we accounted
for these services on a gross basis and recognized as revenue
all fee amounts received because we determined that it was not
materially different than if reported on a net basis and there
was no impact on operating loss, loss before income taxes and
net loss (after taxes).

The company believes gross billings are an important indicator
of the volume of these premium dial-in services and assist
comparability to prior periods. Accordingly, this earnings
release discusses the level of gross billings for all periods
presented and the costs relating to gross billings, which
includes the costs passed on to local content providers.
References herein to gross billings include all our revenues,
plus fee amounts passed on to local content providers for the
premium dial-in services offered by Komtel. In addition, for
comparability purposes with previous earnings releases, all
percentages of revenues in this earnings release are percentages
of gross billings unless otherwise noted.

For the year ended December 31, 2001, gross margin as a
percentage of gross billings was 36.9 percent compared to 26.4
percent in FY2000. Versatel's gross margin as a percentage of
gross billings in the fourth quarter of 2001 was 39.6 percent
compared to 38.2 percent in 3Q01 and 36.6 percent in 4Q00.
The increase in gross margin was primarily due to the continued
migration of fixed network costs to our own network and the
growth of our higher margin on-net revenue base.

Raj Raithatha commented, "The execution of our on-net strategy
and our ability to leverage our local access network continues
to drive the growth in our gross margins. Although top line
revenue growth was modest as we experienced a decline in
wholesale revenues and a general slowdown in the economy, the
continued growth in our on-net revenues is proof of the value
in our local access strategy."

Selling, general and administrative expenses before non-cash
stock based compensation and other non-recurring expenses (SG&A)
for the year ended December 31, 2001 were EUR 165.6 million or
60.4 percent of revenues compared to FY2000 SG&A expenses of EUR
206.4 million or 113.7 percent of revenues. SG&A expenses for
the fourth quarter of 2001 were EUR 38.5 million or 52.4 percent
of revenues compared to EUR 39.3 million or 55.6 percent of
revenues in 3Q01 and EUR 47.8 million or 83.4 percent of
revenues in 4Q00.The decrease was primarily due to the
rationalization of our business units in order to bring them in
line with current market opportunities. Versatel recognized a
non-cash stock based compensation charge of EUR 0.4 million and
a non-recurring  restructuring expense of EUR 3.7 million
related to our Dutch and Belgian operations in the fourth
quarter of 2001.

During 2001, Versatel announced two restructurings to create
operational synergies as a result of its increased scale of
operations. In March of 2001, we announced the first
restructuring plan for our operations in The Netherlands and
Germany. Under the plan, we identified approximately 300
employees to be terminated. Additionally, in September 2001, we
identified approximately 100 employees to be terminated in
Belgium as part of the second restructuring plan.

In total, Versatel recognized a charge of EUR 11.2 million in
2001 (EUR 7.5 million in the first quarter of 2001 and EUR 3.7
million in the fourth quarter of 2001) to cover employee
termination costs and other restructuring costs. Total annual
savings in SG&A expenses from the announced restructurings are
estimated to be approximately EUR 21.2 million, with EUR
8.9 million of such savings realized in 2001. As of December 31,
2001, EUR 7.9 million of the EUR 11.2 restructuring reserve has
been paid in cash and a total of 413 Versatel employees have
been terminated.

For the year ended December 31, 2001, Versatel's adjusted loss
before interest, tax, depreciation and amortization, stock based
compensation, tax penalties, and restructuring expenses
(adjusted EBITDA) was EUR 64.3 million compared to a loss of EUR
158.5 billion for the year ended December 31, 2000. Versatel's
fourth quarter 2001 adjusted EBITDA loss was EUR 9.4 million
compared to a loss in 3Q01 of EUR 12.3 million and a EUR 26.8
million loss in 4Q00.

Mark Lazar, Chief Financial Officer of Versatel commented: "I am
pleased to announce a sequential adjusted EBITDA improvement of
EUR 3 million for the fourth quarter of 2001 compared to Q301.
We continue to focus on operational efficiencies, prudent
deployment of capital for on-net customers and the further
integration of our business units to enhance our ability to
progress towards adjusted EBITDA breakeven in the second half of
2002."

Versatel's net loss for the year ended December 31, 2001 was EUR
378.6 million compared to a loss of EUR 421.3 million for the
year ended December 31, 2000. The net loss in the fourth quarter
of 2001 was EUR 104.9 million (EUR 91.4 million excluding a EUR
13.5 million non-cash loss for the fluctuation in the
Euro/Dollar exchange rate that resulted in a book restatement of
the Dollar denominated debt on Versatel's balance sheet)
compared to a loss of EUR 34.4 million (EUR 79.4 million
excluding a EUR 45.0 million non-cash gain for exchange rate
fluctuations) in 3Q01 and a loss of EUR 80.7 million (EUR 115.3
million excluding a EUR 34.6 million non-cash gain for exchange
rate fluctuations) in 4Q00.

Versatel's capital expenditures for the fourth quarter of 2001
and FY2001 were EUR 64.3 million and EUR 274.9 million,
respectively. In total, Versatel's free cash out flows for the
fourth quarter of 2001 were EUR 83.1 million compared to EUR
131.9 million in 3Q01 and EUR 206.0 million in 4Q00.

As of December 31, 2001, Versatel had a negative equity position
of EUR 26.7 million. Consequently, on March 5, 2002, Versatel
was put on the "penalty bench" by Euronext Amsterdam after
indicating to Euronext Amsterdam that it believed it had a
negative equity position. Versatel has confirmed with Euronext
Amsterdam that while the penalty bench serves as a warning sign
to investors that we have a negative equity position, it will
not result in Versatel being "de-listed" from the Euronext
Amsterdam exchange. The penalty bench will also not affect how
we trade or our ability to remain a listed stock on the Euronext
Amsterdam exchange.

As of December 31, 2001, the company had a negative working
capital (excluding cash, cash equivalents, and marketable
securities) of EUR 194.8 million compared to EUR 167.0 million
in 3Q01 and EUR 216.2 million in 4Q00. The negative working
capital position increased during 4Q01 primarily as a result of
the timing of vendor payments and is expected to decrease
substantially during 2002. In the future, the company expects
its working capital needs to increase as we evolve from a
negative to a neutral or positive working capital balance. This
is largely due to an expected increase in our revenues and a
related increase in accounts receivable, and at the same time it
expects a significant reduction in its accounts payable as a
result of payments made with respect to equipment and services
purchased in connection with the construction of our now largely
completed network.

As of December 31, 2001, Versatel had EUR 722.1 million in cash,
cash equivalents and marketable securities on its balance sheet.
Although Versatel's cash balance was higher than previously
forecasted, this is primarily a result of the variable timing of
vendor payments at the end of the year and does not have a
material impact on the timing of its funding period.

During the current month, Versatel will submit an annual report
on Form 20-F to be filed with the U.S. Securities and Exchange
Commission.

                         Versatel Germany

In Germany, gross billings were EUR 80.1 million for the year
ended December 31, 2001 compared to EUR 53.9 million for the
FY2000 (Komtel was consolidated as of April 1, 2000). In
Germany, gross billings for the fourth quarter of 2001 were EUR
23.4 million compared to EUR 19.9 million in 3Q01 and EUR 15.7
million in 4Q00.

Mr. Raithatha said: "I am pleased to announce the completion of
the integration process of Versatel Deutschland and Komtel that
was started in early 2001. As of December 2001, all billing,
customer care and back office provisioning for new customers in
the Versatel Deutschland region was performed using Komtel's
back office system. We look forward to realizing additional
provisioning improvements as a result of the integration and
believe it will allow us to reduce our order backlog in Versatel
Deutschland."

                    Versatel Network

Versatel connected 173 new buildings directly over its own fiber
to the Versatel network during the fourth quarter 2001, compared
to 251 in third quarter 2001. A slowdown in fiber connections is
expected as we focus our fiber provisioning efforts on more
complex connections and plan to provision lower-spend customers
with bundled ISDN voice and dedicated Internet product over DSL.

At the end of fourth quarter 2001, Versatel had 126 central
offices (CO's) operational in The Netherlands and 274
operational in Germany. Through these CO's, Versatel was able to
add 978 DSL lines in The Netherlands and 644 DSL and ISDN lines
in Germany by Komtel, representing 2,917 total lines in The
Netherlands and 6,739 in Germany. While integrating Versatel
Deutschland with Komtel, it cleared its customer database of low
revenue generating and gross margin customers. As a result,
there was a net decrease of 558 DSL and ISDN customers in the
fourth quarter 2001 in the Versatel Deutschland region.

As of December 31, 2001, Versatel's local access extensions
reached a total of 60 business park rings, 28 city rings and 76
near overlay sections. For the year ended December 31, 2001,
Versatel had approximately 1,554 km of local access extensions
in the Benelux and 733 km in Germany for a total of 2,287 km.

                         Management

As of January 1, 2002, Mr. Mark Lazar replaced Mr. Santin as
Chief Financial Officer ("CFO") of Versatel. Mr. Lazar has been
with Versatel since early 1999, most recently serving as Vice
President of Finance with responsibility for corporate finance
and investor relations. Mr. Lazar was also appointed as a member
of Versatel's Executive Board.

Additionally, Mr. Dan Hayes has resigned as Chief Information
Officer in order to move back to the United States and pursue
other endeavors. Mr. Hayes has been a member of the Versatel
Executive Board since the third quarter of 2000.  Mr. Aad
Beekhuis, Versatel's Chief Operating Officer has taken over the
responsibility of all information technology processes within
Versatel.

                    2002 Financial Guidance

Versatel previously announced 2002 financial guidance for gross
billings, revenue, gross margin, adjusted EBITDA and capital
expenditures in December 2001. Versatel would like to reiterate
its guidance. The following statements are based on Versatel's
current expectations. These statements are forward-looking and
actual results may differ materially.

The company believes 2002 will continue to provide a challenging
operating environment. Specifically, we anticipate an absolute
decline in wholesale revenues as the company shifts away from
providing services to less financially stable operators and as
more established operators scale back their business in our
markets.

It believes that its focus on core retail local access products
and services will allow the company to continue to expand its
gross margins. Also, it expects that cost rationalization
program initiated at the beginning of 2001 will allow the
company to continue to reduce SG&A expenses, on an absolute
basis and as a percentage of revenue, and will result in SG&A
expenses in 2002 below 2001 levels. Given the difficult market
conditions the company does not expect to generate positive
adjusted EBITDA until the second half of 2002.

     * Versatel expects gross billings for 2002 to increase to
between EUR 300 million and EUR 315 million.

     * Versatel expects revenues for 2002 to increase to between
EUR 275 million and EUR 290 million.

     * Versatel expects gross margin, as a percentage of gross
billings, for 2002 to be between 41 and 43 percent. The company
also expect gross margin, as a percentage of revenues, for 2002
to be between 45 and 47 percent.

     * Versatel expects positive adjusted EBITDA for 2002 of
between EUR 0 and EUR 5 million.

     * Versatel expects capital expenditures in 2002 of between
EUR 75 million and EUR 100 million.

Without taking into consideration the revised terms of the
exchange offer announced Thursday and any cash that would be
used to complete the transaction, Versatel's balances of cash,
cash equivalents and marketable securities, together with
anticipated cash flows from operations, should provide us with
sufficient capital to fund our planned capital expenditures,
the introduction of new services, anticipated losses and working
capital requirements until the beginning of 2004. If the
exchange offer is unsuccessful and current conditions in the
capital markets prevail, under its current capital structure the
company believes that it may not be able to raise additional
capital to fund its operations beyond the beginning of 2004. If
the exchange offer is successful, the company believes that its
remaining cash balance, together with anticipated cash flow from
operations, will provide the company with sufficient capital to
fund its operations to at least the beginning of the second
quarter 2003.

Versatel Telecom International N.V. (Nasdaq & Euronext: VRSA)
based in Amsterdam, is a competitive communications network
operator and a leading alternative to the former monopoly
telecommunications carriers in our target market of the Benelux
and northwest Germany. Founded in October 1995, the Company
holds full telecommunications licenses in The Netherlands,
Belgium and Germany and has over 75,000 business customers and
1,382 employees. Versatel operates a facilities-based local
access broadband network that uses the latest network
technologies to provide business customers with high bandwidth
voice, data and Internet services. Versatel is a publicly traded
company on Euronext Amsterdam and the Nasdaq National Market
under the symbol "VRSA". News and information are available at
http://www.versatel.com

DebtTraders reports that Versatel Telecom NV's 11.875% bonds due
2009 (VERT09NLN1) are trading between 26 and 28. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=VERT09NLN1
for real-time bond pricing.


VERSATEL TEL: Reaches Exchange Offer Agreement With Bondholders
---------------------------------------------------------------
Versatel Telecom International N.V. (NASDAQ:VRSA)(AEX:VRSA)
announced that it has reached agreement with an ad hoc
bondholder committee with respect to the terms and conditions of
a revised exchange offer and consent solicitation in respect of
all of the Company's outstanding high yield and convertible
notes.

The Committee is part of a wider group of bondholders that
collectively own approximately 74 percent of the Company's
outstanding Notes. The members of the Committee have agreed to
support the revised Exchange Offer and Consent Solicitation. The
Committee collectively holds approximately 33 percent of the
Company's outstanding Notes.

The Company intends to amend its registration statement on Form
F-4 with the U.S. Securities and Exchange Commission to reflect
this agreement and will formally launch the Exchange Offer and
Consent Solicitation as soon as practical thereafter. Among
other things, the Exchange Offer and Consent Solicitation will
be conditioned upon the receipt of tenders of at least 99
percent in aggregate initial principal amount of all Notes
currently outstanding.

The principal purpose of the Exchange Offer is to eliminate
substantially all of the Company's outstanding indebtedness and
interest expense. The principal purpose of the Consent
Solicitation is to eliminate or modify substantially all of the
restrictive covenants and other provisions of the Notes in order
to enhance the Company's future financial and operating
flexibility.

Pursuant to the terms of the Exchange Offer, bondholders are
being offered an amount in cash and shares in return for
tendering their Notes and providing their consents. Assuming 99
percent of the bondholders tender their bonds in the Exchange
Offer, this would result in a cash payment of approximately
EUR308 million. In addition to the amounts below, the Company
intends to pay all accrued interest through 31 March 2002.
Interest paid the reafter on any series of Notes will be reduced
from the cash offered to such respective series of Notes.

In addition, the Company will offer

     (1) high yield bondholders who tender their Notes during
the first seven days of the Exchange Offer and do not withdraw
such Notes prior to the expiration of the Exchange Offer and;

     (2) convertible bondholders who tender their Notes during
the Exchange Offer and do not withdraw such Notes prior to the
expiration of the Exchange Offer, the right to receive an
additional cash payment of $25.0 or EUR25.0 in respect of each
$1,000 or EUR1,000, as the case may be, principal amount of
Notes for which they tender and deliver consents and waivers.
Should 99 percent of the bondholders meet these requirements,
this would result in a total payment of approximately EUR42
million.

The aggregate amount of shares offered represents approximately
80 percent of the shares of the Company that would be
outstanding immediately following the completion of the Exchange
Offer, assuming 99 percent of the Company's currently
outstanding Notes are exchanged and not including any impact of
the warrants that would be issued to existing shareholders.

Concurrent with the completion of the Exchange Offer, current
shareholders will be issued warrants entitling them to 1 share
for every 4.80 shares held with a strike price of EUR1.50,
exercisable at any time within 2 years. These warrants represent
4 percent of  the shares that would be outstanding immediately
following completion of the Exchange Offer.

Versatel will also be soliciting irrevocable support for a plan
of composition that may be filed pursuant to a suspension of
payments (surseance van betaling) with a Dutch court and
possibly for a plan of reorganization that may be filed pursuant
to Chapter 11 with a U.S. court. If holders of at least 75
percent of the Notes vote in favor of the restructuring but less
than 99 percent of the Notes outstanding are tendered in the
Exchange Offer, the Company currently intends to commence a
court procedure in The Netherlands and, potentially, in the U.S.
to complete a total restructuring of its Notes. This has the
support of the Committee.

Both Dutch and U.S. legislation includes statutes designed to
assist companies to successfully restructure their debts without
jeopardizing their operations by reaching a fair agreement with
a substantial majority of their creditors. Any court procedure
entered into by the Company would only involve Versatel Telecom
International N.V., which is a holding company. A court
procedure would therefore not involve any of the operating
subsidiaries that hold substantially all the fixed assets and
contracts relating to employees, suppliers and customers. As a
result, any potential court procedure would, in principle, not
impact any service or obligation to customers, suppliers,
employees or other existing creditors except for holders of the
Notes, since they are not at the level of the holding company.

Versatel believes the terms of the Exchange Offer and Consent
Solicitation are in the best interests of the Company and the
holders of all its securities, including shareholders. The
completion of this transaction is subject to approval and a
share capital increase by the Company's shareholders.

As a result of this transaction, the Company is eliminating
virtually all debt and interest expense, which will put it in a
stronger financial position. If completed, the Exchange Offer
would reduce interest related cash expenditures by approximately
EUR150 million annually, thereby improving Versatel's balance
sheet and funding gap. The extraordinary gain from the early
retirement of its Notes would also create a substantially
positive net equity position for the Company.

Upon completion of the Exchange Offer, the Company believes that
its remaining cash balance, together with anticipated cash flow
from operations, will provide it with sufficient capital to fund
its operations to at least the beginning of the second quarter
2003.

In addition, the Company believes that the substantial reduction
in future interest payments and principal repayments on the
Notes will reduce its additional funding requirements to less
than EUR50 million. The company also believes that its remaining
funding requirement could potentially be further reduced through
a combination of creating future operating efficiencies and
future capital raising activities in the equity or debt markets,
including warrant and option exercises.

However, if the Exchange Offer is unsuccessful and current
conditions in the capital markets prevail, under our current
capital structure we believe that we may not be able to raise
additional capital to fund our operations beyond the beginning
of 2004.

Additionally, Gary Mesch the current Supervisory Board Chairman,
founder and former CEO, has announced that upon successful
completion of the restructuring he will resign from the
Supervisory Board.  Mr. Mesch expressed that he remains very
supportive of the company and its employees and plans to
continue to be an involved shareholder.

                    Dealer Managers

The Dealer Managers for the Exchange Offer and Consent
Solicitation and advisors to the Company on this restructuring
are Lehman Brothers and Morgan Stanley.

Investors may obtain a free copy of the prospectus and other
documents filed by the Company at the SEC's Web site:
http://www.sec.govInvestors may also obtain a free copy of the  
prospectus by contacting Investor Relations, Versatel Telecom
International N.V., Hullenbergweg 101, 1101 CL Amsterdam-
Zuidoost, The Netherlands, telephone: (31 20) 750 1231,
facsimile: (31 20) 750 1019.

Versatel Telecom International N.V. (Nasdaq & AEX: VRSA), based
in Amsterdam, is a competitive communications network operator
and a leading alternative to the former monopoly
telecommunications carriers in our target market of the Benelux
and northwest Germany. Founded in October 1995, the Company
holds full telecommunications licenses in The Netherlands,
Belgium and Germany and has over 75,000 business customers and
1,382 employees. Versatel operates a facilities-based local
access broadband network that uses the latest network
technologies to provide business customers with highbandwidth
oice, data and Internet services. Versatel is a publicly traded
company on Euronext in Amsterdam and Nasdaq National Market
under the symbol "VRSA". News and information are available at
http://www.versatel.com


YIPES COMMS: Files for Chapter 11 Reorg. in San Francisco
---------------------------------------------------------
Yipes Communications, Inc., the defining provider of instantly
scalable Ethernet services, announced that it is seeking to
restructure its business to enhance future growth opportunities.
Yipes has filed a voluntary petition for reorganization under
Chapter 11 in the U.S. Bankruptcy Court in San Francisco,
California. This move will assure Yipes' ability to continue its
business operations uninterrupted during the reorganization.
Yipes has made arrangements for debtor-in-possession financing.
This additional financing will allow Yipes to continue offering
its existing customers 24x7 service and support, activate new
customers and otherwise conduct business.

"This proposed restructuring is unavoidable given the
unprecedented pessimism affecting providers of capital to the
telecom market," said Jerry Parrick, Yipes CEO. "Although our
pioneering technology has proven its merits and customer demand
for Yipes services is exceptionally strong, the ``perfect storm'
now battering the telecom industry has pummeled even the mighty,
and we are no exception."

Parrick said Yipes' fundamental business remains strong and
customer loyalty, as measured by a major market research firm
last summer, is among the highest found in any industry, not
just telecommunications. But without substantial new funding,
Yipes faces a cash squeeze in meeting fixed obligations such as
fiber infrastructure and real estate. By restructuring those
obligations to reflect current market values, Yipes will once
again be able to exploit its many available business
opportunities.

"We are committed to delivering on our promises," Parrick said.
"We are especially committed to continue - without interruption
- providing customers the fastest, most flexible and affordable
service they have ever enjoyed. When market conditions
stabilize, we will be even better positioned to exploit the
tremendous pent-up demand for instantly scalable optical
Ethernet services."

"The Ethernet revolution in metro optical networks that Yipes
pioneered is here to stay, regardless of temporary market and
financial conditions," said Deb Mielke, President, Treillage
Network Strategies. "Fast, affordable and instantly scalable
bandwidth is a powerful proposition that will outlast any
near-term market adversity. Customers who have tried this new
way of networking will never go back."

"Underneath many a balance sheet problem is a fundamentally
healthy business model," said Erik Suppiger, Senior Networking
Analyst at Pacific Growth Equities, Inc. "Chapter 11
restructuring is a particularly effective vehicle
for preserving a company's real potential in a capital
constrained market environment. As Yipes lowers its cost
structure, it will be in a better position to achieve success
with its innovative technology."

"Chapter 11 is a process, not an ending," said Kathryn Coleman,
a bankruptcy lawyer and the partner in charge of the San
Francisco office of Gibson, Dunn & Crutcher LLP. "It provides
companies the breathing room they need to restructure their
finances and adapt their business plan to changed market
conditions. The goal, often realized, is to promote the
reemergence of stronger, healthier companies."

"Yipes changed forever the way we think about wide area
services," said Matt Kesner, Chief Technology Officer of Fenwick
& West, a leading Silicon Valley law firm. "Yipes freed us from
the constraints of expensive, inflexible and complex legacy
telco networks. We appreciate that Chapter 11 protects Yipes'
ongoing operations and customer service during reorganization
and look forward to a long relationship with this pathbreaking
service provider."

Yipes is the defining provider of instantly scalable Ethernet
services, ranging from 1 Megabit per second to 1 Gigabit per
second in 1 Mbps increments. Yipes' highly affordable services,
available in 21 markets coast-to-coast, include Yipes MAN (Metro
Area Networking), Yipes NAN (National Area Networking) and Yipes
NET (high-speed Internet access). The San Francisco-based
company's customers include Fortune 1000 enterprises, financial
institutions, real estate companies, law firms, medical
facilities, Web-based businesses, ISPs and ASPs, universities,
school districts and government agencies. Yipes has received
$291 million in equity funding from more than 30 investors
including Norwest Venture Partners, New Enterprise Associates
(NEA), The Sprout Group/CSFB, Focus Ventures, JP Morgan
Partners, BancBoston Ventures, Soros Private Equity Partners,
Focus Capital and Intel Capital.

Yipes has won honors for innovation and excellence from
America's Network, CED, Computerworld, CRN, Enterprise Systems,
Inter@ctive Week, The Net Economy, Network Magazine, Network
World, Red Herring, tele.com, Telephony and Upside, and awards
from COMNET, NetWorld + Interop and Supercomm. Yipes also won
the World Communication Award for Best New Carrier. For more
information, visit http://www.yipes.com


YIPES COMMUNICATIONS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Yipes Communications, Inc.
        114 Sansome Street 10th Floor
        San Francisco, California 94104

Bankruptcy Case No.: 02-30750

Type of Business: Yipes Communications supplies bandwidth for
                  Internet access and data services alternately
                  using LAN-friendly Ethernet gigabit (gigE)
                  and Internet protocol (IP) connections.

Chapter 11 Petition Date: March 21, 2002

Court: Northern District of California (San Francisco)

Judge: Dennis Montali


* BOND PRICING: For the week of March 25 - 29, 2002
---------------------------------------------------
Following are indicated prices for selected issues:

Amresco 9 7/8 '05               25 - 27(f)
Aes 9 1/2 '09                   78 - 80
AMR 9 '12                       96 - 98
Asia Pulp & Paper 11 3/4 '05    24 - 25(f)
Bethlehem Steel 10 3/8 '03      12 - 14(f)
Enron 9 5/8 '03                 13 - 15(f)
Global Crossing 9 1/8 '04        4 - 5(f)
Level III 9 1/8 '04             42 - 44
Kmart 9 3/8 '06                 48 - 50(f)
Mcleod 11 3/8 '09               22 - 24(f)
NWA 8.70 '07                    93 - 95
Owens Corning 7 1/2 '05         40 - 42(f)
Trump AC 11 1/4 '06             70 - 72
USG 9 1/4 '01                   82 - 84(f)
Westpoint 7 3/4 '05             40 - 42
Xerox 5 1/4 '03                 93 - 95

                       *********

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
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                     *** End of Transmission ***