TCR_Public/020326.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, March 26, 2002, Vol. 6, No. 60     

                          Headlines

360NETWORKS: Seeks Approval of Settlement Pact with Time Warner
ACME METALS: Secures Okay to Amend and Extend Credit Facility
ARCHIBALD CANDY: Noteholders Agree to Forbear Until April 30
ARGOSY GAMING: Working Capital Deficit Tops $30MM at December 31
AT PLASTICS: Perry Corporation Discloses 28.3% Equity Stake

BETHLEHEM STEEL: Court Okays McDermott as Panel's Labor Counsel
BORDEN CHEMICALS: Seeks Third Extension of Lease Decision Period
CASUAL MALE: Selling Assets to Charlesbank Entity for $137MM+
CHELL GROUP: Sells Magic Lantern to Units' Management for C$1.8M
CHESTER: Will Complete Red Mountain Deal on Confirmation Date

CLASSIC COMMS: Wants Plan Filing Exclusivity Extended to May 13
COASTAL CARIBBEAN: Auditors Doubt Ability to Continue Operations
COMDISCO: Names Koe as New Prexy & CEO for European Operations
CONSECO INC: Reaches Agreement to Revise Bank Loan Covenants
CONSOLIDATED CONTAINER: Has $14 Million Working Capital Deficit

CUMMINS ENGINE: Fitch Assigns BB+ Senior Unsecured Credit Rating
DIGITAL TELEPORT: Court Approves Two Major Contract Settlements
DOBSON: Bank of America Agrees to Extend Loan to March 31, 2003
ENRON CORP: Gains Approval to Hire Ordinary Course Professionals
ETOYS: Seeking Court Nod to Tap Ernst & Young as Tax Accountants

FAYETTE MANUFACTURING: Wins OK to Sell Textile Assets to Delta
FEDERAL-MOGUL: Future Rep. Gains Okay to Hire ARPC as Consultant
FISHER COMMS: Gets Refinancing for 8-Year Senior Credit Facility
FRIEDE GOLDMAN: Files Plan of Reorganization in Mississippi
FRUIT OF THE LOOM: Files 3rd Amended Plan & Disclosure Statement

GC COMPANIES: Delays Filing of Financial Results with SEC
GEORGIAN BANCORP: Fails to Maintain CDNX Listing Requirements
GLOBAL CROSSING: Signs-Up Nixon Peabody LLP as Special Counsel
GLOBAL CROSSING: Appoints Dave Carey as EVP of Enterprise Sale
GLOBIX CORP: Names John McCarthy as Senior VP and Acting CFO

HQ GLOBAL WORKPLACES: Secures Okay to Access $30MM DIP Facility
HAYES LEMMERZ: Committee Gets Okay to Hire Akin Gump as Counsel
HEALTH INSURANCE: Fitch Affirms BB Rating with Positive Outlook
ICH CORP: RTM Restaurant Submits Recapitalization Plan for Sybra
IT GROUP: Wants Lease Decision Deadline Moved to June 17

IMMTECH INT'L: Running Short of Funds to Continue Operations
ISLE OF CAPRI: S&P Assigns B Rating to $200MM Senior Sub. Notes
J2 COMMUNICATIONS: Nasdaq Delists Shares from SmallCap Market
KAISER ALUMINUM: Bringing-In Resource Connection as Consultants
KMART CORP: Committee Signs-Up Winston & Strawn as Local Counsel

LTV: Asks Court to Increase Carve-Out Under DIP Financing Order
LTV CORP: Foundation Extends $14MM Grant to United Way Services
LITTLE SWITZERLAND: Closes Fin'l Workout with New $12MM Facility
LODGIAN INC: Asks Court to Extend Deadline to Remove Actions
MAGNUM HUNTER: Completes Merger Transactions with Prize Energy

METALS USA: Seeks Approval to Assume Wortham Insurance Contracts
METATEC INT'L: Shareholders' Equity Deficit Tops $9 Million
MPOWER HOLDING: Will File Prepackaged Chapter 11 Before May
NATIONAL STEEL: Court Okays Skadden Arps as Special Counsel
NATIONSRENT INC: Names Phillip Petrocelli as Interim Pres. & CEO

NATURAL SOLUTIONS: Independent Directors Considering Bankruptcy
NEON COMMS: Asks Indenture Trustee to Pay Senior Note Interest
PACIFIC GAS: Gets OK to Modify BNY Western Trust Stipulation
PETROLEUM GEO-SERVICES: Fitch Downgrades Trust Securities to BB+
PILLOWTEX CORPORATION: Files Second Amended Disclosure Statement

PRECISION PARTNERS: Net Loss Doubles Due to High Interest Costs
RCN CORPORATION: Sets Annual Shareholders' Meeting for May 16
REFAC: Planning to Reposition Company for Sale or Liquidation
SMTC CORP: Will Close Cork Unit to Consolidate Europe Operations
SAFETY-KLEEN: Committee Wants to Recoup Payments to TD Texas

SENSE TECHNOLOGIES: Appoints James Cotter as New President & CEO
SMART CHOICE: James E. Ernst Discloses 70% Equity Stake
SPECTRASITE HOLDINGS: S&P Takes Action over Increased Fin'l Risk
TECSTAR INC: Taps O'Melveny & Myers for Applied Solar Asset Sale
TELSCAPE INT'L: Creditors' Meeting will Convene on April 4, 2002

TRANSPRO INC: Falls Below NYSE Continued Listing Requirements
VECTOUR: Asks Court to Fix May 3 as General Claims Bar Date
WARNACO: Seeks Okay to Extend Crown Milford Lease Decision Time
WORLD WIRELESS: Secured Noteholders Extend Maturity to June 30
YGC RESOURCES: Fails to Meet CDNX Exchange Listing Requirements

YOUBET.COM: Co-Founder David Marshall Returns as Chairman & CEO

                          *********

360NETWORKS: Seeks Approval of Settlement Pact with Time Warner
---------------------------------------------------------------
360networks inc., its debtor-affiliates and Time Warner Holdings
Inc. are parties to an Agreement for the purchase of certain
conduit and un-activated fiber and a Joint Marketing Agreement
-- JMA -- relating to the marketing of such conduit and fiber.

Alan J. Lipkin, Esq., at Willkie Far & Gallagher, in New York
relates that the Debtors and Time Warner entered into three
modification agreements, which amended certain terms of the
Agreement.

Mr. Lipkin explains that the Portland-Sacramento Agreement
obligates the Debtors to perform three basic tasks:

  (i) to design, construct, install and maintain a long-haul
      telecommunications system between Portland, Oregon and
      Sacramento, California, otherwise known as the Project;
      and

(ii) the greater of 72 fibers or 50% of the total number of
      fibers contained in the cable installed in the Primary
      Conduit to Time Warner in exchange for:

      (a) 50% of the Debtors costs to design, construct, install
          and maintain the Project;

      (b) a management fee of 10% of the Project costs;

      (c) 100% of the cost of any additional work required by
          Time Warner in connection with the Project that is
          outside the scope of the Por-Sac Agreement.

(iii) the parties will enter into the JMA.

"The Project is almost complete and the Debtors has invoiced
Time Warner for final payment of Project Costs," Mr. Lipkin
says.  In accordance with the Por-Sac Agreement, Time Warner is
exercising its right to audit the Project Costs and disputes
owing any additional costs.  Moreover, Mr. Lipkin reports that
the audit is only 25% complete and the Debtors have terminated
many of the employees with knowledge essential to the audit.  
Consequently, the continuing audit drains the Debtors' estates
by diverting the attention of the few remaining personnel
capable of responding to the audit questions.  "Further, the
Debtors and Time Warner dispute the amount owed to each other
under the JMA," Mr. Lipkin notes.

Accordingly, Mr. Lipkin tells the Court that the Debtors and
Time Warner have negotiated a settlement agreement that would
terminate the audit and fix the final amounts of Project Costs
and JMA revenues owed by Time Warner to the Debtors.  The
proposed Settlement Agreement would also:

    (i) assume the Por-Sac Agreement as amended by the
        modifications;

   (ii) reject the JMA; and

  (iii) agree to bring further motions to assume agreements for
        Underlying Rights necessary to operate the Project.

Mr. Lipkin explains that the Project is an integral part of the
Debtors' ongoing business plan.  "Approval of the Settlement
Agreement would provide a substantial benefit to the Debtors and
their estates," Mr. Lipkin asserts.  Mr. Lipkin states that the
Settlement Agreement:

    (i) is worth $9,350,000 to the Debtors, with the Debtors
        receiving $5,000,000 in cash and $4,350,000 to fully
        offset intended future purchases of conduit, fiber and
        collocation space from Time Warner; and

   (ii) the Debtors would avoid costly litigation over amounts
        owed to the JMA and the Por-Sac Agreement and would also
        avoid expending time and other valuable resources
        responding to Time Warner's continuing audit.

Therefore, the Debtors ask the Court to approve their proposed
Settlement Agreement with Time Warner Telecom Holdings. (360
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


ACME METALS: Secures Okay to Amend and Extend Credit Facility
-------------------------------------------------------------
Acme Metals and its debtor-affiliates obtained approval from the
U.S. Bankruptcy Court to amend and extend their existing post-
petition credit facility with Bank of America.  The Debtors may
extend its terms until the earliest of:

     i) May 31, 2002

    ii) the date that all Letters of Credit which are
        outstanding on January 31, 2002 are returned to Bank
        America and cancelled, and

   iii) the date no Letters of Credit are outstanding and all
        Obligations have been paid.

The extension is for the sole purpose of securing the Acme
Debtors' reimbursement obligation for an outstanding $1 million
letter credit issued under the Existing Facility in favor of
Liberty Mutual Insurance Company.

The Debtors initiated a phased shutdown of the operating
facilities and liquidation of the working capital assets at Acme
Steel.  The Debtors were convinced that under the circumstances,
shutting down the steelmaking operations was both prudent and
necessary to preserve and maximize value for the estates and
their creditors.

Following the shutdown, the proceeds of the liquidation of Acme
Steel's inventories and accounts receivable have been applied to
the repayment of the Existing Facility. All borrowings under the
Existing Facility have been repaid except for the contingent
reimbursement obligation under a certain outstanding $1 million
Letter of Credit.

Acme Metals filed for chapter 11 bankruptcy protection on
September 28, 1998 in the U.S. Bankruptcy Court for the District
of Delaware. Brendan Linehan Shannon, Esq. and James L. Patton,
Esq. at Young, Conaway, Stargatt & Taylor represent the Debtors
in their restructuring effort. When the company filed for
protection from its creditors, it listed assets of $813 million
and liabilities of $541 million.


ARCHIBALD CANDY: Noteholders Agree to Forbear Until April 30
------------------------------------------------------------
Archibald Candy Corporation has entered into a forbearance
agreement with holders of approximately 88% in aggregate face
amount of Archibald's 10-1/4% senior secured notes due 2004.
Archibald also has entered into an extension of its forbearance
agreement with The CIT Group/Business Credit, Inc., the agent
and sole lender under Archibald's revolving credit facility. In
addition, Fannie May Holdings, Inc., Archibald's sole
shareholder, has entered into a forbearance agreement with the
holders of Holdings' senior preferred stock. The terms of the
three forbearance agreements are described more fully below.

Under the Noteholders' Forbearance Agreement, the Consenting
Holders have agreed to forbear until April 30, 2002 from
exercising their rights under the Senior Notes, the indenture
pursuant to which the Senior Notes have been issued and
applicable law resulting from Archibald's failure to make the
approximately $8.7 million interest payment on the Senior Notes
that was due on January 2, 2002. The Noteholders' Forbearance
Period may be terminated prior to April 30, 2002 if any of the
following occurs (other than if due to the Consenting Holders'
breach of their obligations under the Noteholders' Forbearance
Agreement): (1) any other event of default under the Indenture,
(2) the termination of the CIT Forbearance Agreement, (3) the
termination of the Senior Preferred Forbearance Agreement, (4)
any acceleration of the principal and interest under the Senior
Notes, (5) any payment or distribution by Archibald to the
holders of Holdings' preferred stock or to Holdings for payment
to the holders of its preferred stock, (6) any election by the
Senior Preferred Holders of a director having 51% of the total
voting power of Holdings' Board of Directors or (7) a breach of
any representation, warranty or covenant in the Noteholders'
Forbearance Agreement.

CIT has extended the forbearance period under the CIT
Forbearance Agreement beyond March 1, 2002, its originally
scheduled expiration date, until April 30, 2002, and agreed to
allow Archibald to continue to request borrowings under the CIT
Facility for working capital needs, but not in excess of the
lesser of a certain specified limit and a borrowing base
comprised of a percentage of the eligible accounts receivable
and eligible inventory of Archibald and its Canadian subsidiary,
Archibald Candy (Canada) Corporation. During the CIT Forbearance
Period, Archibald's management expects that Archibald will have
sufficient availability under the CIT Facility to meet its
working capital needs as they become due; however, there can be
no assurance that this will be the case. The CIT Forbearance
Period may be terminated prior to April 30, 2002 if any of the
following occurs: (1) any acceleration of the Senior Notes, (2)
any payment on account of the Senior Notes or Holdings'
preferred stock, (3) any other event of default under the CIT
Facility or (4) a breach of any representation, warranty or
covenant in the CIT Forbearance Agreement.

Pursuant to the Senior Preferred Forbearance Agreement, the
Senior Preferred Holders have agreed to forbear until April 30,
2002 from exercising their right to elect a director to
Holdings' Board of Directors who would have 51% of the total
voting power of Holdings' Board of Directors and from exercising
any other rights or remedies that they may have as a result of
Holdings' failure to make the $3.0 million redemption payment
required to be made by it to the Senior Preferred Holders on
January 15, 2002 and the $10.5 million in aggregate of remaining
redemption payments that automatically accelerated as a result
thereof. The Senior Preferred Forbearance Period may be
terminated prior to April 30, 2002 if any of the following
occurs (other than if due to the Senior Preferred Holders'
breach of their obligations under the Senior Preferred
Forbearance Agreement): (1) the termination of the CIT
Forbearance Agreement, (2) the termination of the Noteholders'
Forbearance Agreement or (3) a breach by Holdings of any
representation, warranty or covenant in the Senior Preferred
Forbearance Agreement. Pursuant to the Senior Preferred
Forbearance Agreement, Holdings also has granted to the holders
of its senior preferred stock the right to designate an
individual who is entitled to observe all meetings of the Boards
of Directors of Holdings, Archibald and its subsidiaries.

Archibald is continuing discussions with the holders of the
Senior Notes, CIT, Holdings' significant stockholders and
investment advisors on an overall capital restructuring,
including, among other things, (1) a restructuring of the Senior
Notes through debt for equity exchanges or conversions,
repurchases or acquisitions of the Senior Notes on discounted
terms, (2) new equity and/or debt from unaffiliated third
parties and/or affiliates of Archibald or its directors and
officers or (3) combinations of the foregoing. Archibald has not
received any commitments or agreements with respect
to any new sources of equity or debt, and there can be no
assurance that any such financing will be obtained, particularly
if the Senior Notes are not restructured on a satisfactory
basis. Archibald does not intend to provide updates as to the
status of these discussions. There can be no assurance that
Archibald will succeed in a restructuring on a timely basis or
that the terms and conditions of a restructuring would be
favorable to Archibald.

Archibald Candy Corp, an 81-year-old chocolate manufacturer,
operates 290 Fanny Farmer/Fannie May, 180 Laura Secord, and 201
Sweet Factory candy retail stores.


ARGOSY GAMING: Working Capital Deficit Tops $30MM at December 31
----------------------------------------------------------------
Argosy Gaming Company owns and operates the Alton Belle Casino
in Alton, Illinois; the Argosy Casino in Riverside, Missouri;
the Argosy Casino in Baton Rouge, Louisiana; the Belle of Sioux
City Casino in Sioux City, Iowa; the Argosy Casino and Hotel in
Lawrenceburg, Indiana; and the Empress Casino Joliet in Joliet,
Illinois.

The Company acquired the minority interests in its Lawrenceburg,
Indiana Casino and Hotel during the first quarter of 2001.
Following the acquisition of these minority interests, it now
owns 100% of all its operations and is no longer required to
record minority interest expense. On July 31, 2001, it acquired
the Empress Casino Joliet. The results of its operations include
the results of Empress Casino Joliet for the five months ended
December 31, 2001.

The company operates casinos catering to "locals" - customers
who generally live within an hour's drive of its casinos. Based
on Company surveys, its regular customers game an average of
three times a month, unlike a destination gaming market, such as
the Las Vegas strip, where people visit less frequently.

               Year ended December 31, 2001

Casino revenues for the year ended December 31, 2001, increased
$124.5 million, or 18.9%, to $783.4 million from $658.9 million
for the year ended December 31, 2000. Alton, Riverside, Sioux
City and Baton Rouge reported an aggregate 6.4% increase in
casino revenues from $314.9 million to $334.9 million.
Lawrenceburg casino revenues increased $2.4 million, or 0.7%, to
$346.4 million for the year ended December 31, 2001, from $344.0
million for the year ended December 31, 2000. The Empress Casino
Joliet, acquired July 31, 2001, recorded $102.1 million in
casino revenue for the five months since acquisition through
December 31, 2001. Each of the Company's casinos reported
increases in average win per passenger for the year ended
December 31, 2001, versus the year ended December 31, 2000.

Casino expenses increased 24.0% to $337.5 million for the year
ended December 31, 2001, from $272.1 million for the year ended
December 31, 2000. Joliet incurred $53.7 million in casino
expenses during the five months of operations since its
acquisition. The remaining increase is due to increased gaming
taxes totaling $7.5 million and increases in other casino
expenses, primarily payroll related, of $4.2 million to support
the overall increased revenues.

Admissions revenues (net of complimentary admissions) were $3.3
million for the year ended December 31, 2001, and $6.1 million
for the year ended December 31, 2000. This reduction is due to
an increase in complimentary admissions given to customers as
part of Lawrenceburg's marketing program in response to
increased competition.

Food, beverage and other revenues increased from $66.1 million
for the year ended December 31, 2000, to $82.1 million for the
year ended December 31, 2001. Joliet contributed $9.5 million of
this increase in food, beverage and other revenue. Food,
beverage and other net profit improved $0.9 million to $20.4
million for the year ended December 31, 2001. Joliet contributed
$1.5 million of this net profit, offset by small reductions in
net profit at other properties.

Selling, general and administrative expenses increased 10.7%
from $107.2 million for the year ended December 31, 2000, to
$118.7 million for the year ended December 31, 2001. Joliet had
$8.2 million in selling, general and administrative expenses.
The remaining increase is due to increased costs associated with
the overall increase in revenues at all of the Company's other
properties.

Other operating expenses increased by $6.1 million to $36.3
million for the year ended December 31, 2001, as compared to
$30.2 million for the year ended December 31, 2000. Joliet
accounted for $4.2 million of the increase with the remaining
portion of the increase due to the write-off of the proposed
Kenosha casino development.

Depreciation and amortization increased $11.2 million to $47.3
million for the year ended December 31, 2001, from $36.1 million
in 2000. This increase is primarily due to the $6.6 million in
incremental goodwill amortization related to the Lawrenceburg
acquisition during the first quarter of 2001 and depreciation
and intangible amortization expense of $4.0 million resulting
from the Joliet acquisition on July 31, 2001. In accordance with
SFAS No. 142 "Goodwill and Other Intangible Assets," effective
January 1, 2002, Argosy Gaming will no longer amortize goodwill.
All goodwill will be subject to impairment testing at least
annually. Based on preliminary evaluation, Argosy expects
amortization expense for the year ended December 31, 2001, would
have decreased by approximately $7.8 million had SFAS No. 142
been effective for 2001 for goodwill acquired prior to July 1,
2001.

Net interest expense increased $33.4 million to $66.8 million
for the year ended December 31, 2001. This increase is primarily
attributable to additional borrowings in connection with the
Lawrenceburg and Joliet acquisitions.

Minority interest expense decreased by $36.4 million to $4.1
million for the year ended December 31, 2001. This decrease is
attributable to the Lawrenceburg casino minority interest
acquisitions during the first quarter of 2001. As the sole
owner, Argosy no longer incurs minority interest expense.

The Company recorded income tax expense of $46.2 million for the
year ended December 31, 2001, compared to income tax expense of
$31.2 million for the year ended December 31, 2000, due to
increased pretax earnings, net of minority interest expense.

Argosy recorded an extraordinary loss of $1.2 million for the
year ended December 31, 2000, related to completion of the final
phase of the 1999 refinancing. This extraordinary loss is net of
a $0.8 million tax benefit.

Net income attributable to common stockholders was $66.1 million
for the year ended December 31, 2001, compared to $45.4 million
for the year ended December 31, 2000, due primarily to the
factors discussed above.

The company operates six riverboat casinos on the Ohio,
Mississippi, and Missouri rivers, at Alton, Illinois (serving
St. Louis); Riverside, Missouri (serving Kansas City); Baton
Rouge, Louisiana; Sioux City, Iowa; and Lawrenceburg, Indiana
(near Cincinnati). In 2001 it purchased another location in
Joliet, Illinois, from Horseshoe Gaming. In all, its riverboats
house more than 6,400 slots and about 265 table games. Argosy's
Lawrenceburg casino is one of the nation's most successful
riverboat casinos and accounts for about half of the company's
total sales. At December 31, 2001, the company's balance sheet
showed a working capital deficit of about $30 million.


AT PLASTICS: Perry Corporation Discloses 28.3% Equity Stake
-----------------------------------------------------------
Based on publicly available information, AT Plastics, Inc. had
49,935,934 common shares outstanding as of August 28, 2001.
Perry Corp. is the indirect beneficial owner of 14,133,591
common shares, which constitutes approximately 28.3% of AT
Plastic's outstanding common shares. Perry Corp. has sole power
to vote and sole power to dispose of the 14,133,591 common
shares. By virtue of his position as President, sole director
and sole stockholder of Perry Corp., Richard C. Perry may be
considered to indirectly beneficially own such common shares.
Mr. Perry disclaims such beneficial ownership.

On August 21, 2001, Perry Corp. acquired indirect beneficial
ownership of 3,726,191 common shares of AT Plastics, Inc. at a
price of CDN$2.10 per share or a total of CDN$7,825,000.

The limited partners of (or investors in) each of two or more
private investment funds for which Perry Corp. acts as general
partner and/or investment adviser have the right to participate
in the receipt of dividends from, or proceeds from the sale of,
the shares which were held for the accounts of their respective
funds in accordance with their respective limited partnership
interests (or investment percentages) in their respective funds.

The common shares were acquired by the two or more private
investment funds for which Perry Corp. acts a general partner
and/or investment adviser. The source of funds for such
purchases was the investment capital of such investment funds.
The total amount of consideration for the 14,133,591 common
shares beneficially owned by the reporting persons was
$37,661,573 (some of which was paid in U.S. Dollars, and some of
which was paid in Canadian Dollars).

                Purpose Of Transaction:

On August 21, 2001, certain private investment funds under the
management and control of Perry Corp. acquired 3,726,191 common
shares under an underwritten public offering in Canada and a
private placement in the United States of the common shares. The
number of common shares purchased was less than the reporting
persons' pro rata share of AT Plastic's total offering.
Therefore, this acquisition reduced the percentage of common
shares beneficially owned by the reporting persons. In addition,
on August 28, 2001, AT Plastics announced that the underwriters
would exercise the over-allotment option granted to them in
connection with the public offering in Canada. As a result of
such exercise, the Company issued an additional 2,173,913 common
shares to the underwriters, thereby further reducing the
percentage of common shares beneficially owned by the reporting
persons. The reporting persons filed an amendment with the SEC
in order to report the decrease in the percentage of common
shares beneficially owned by the reporting persons as a result
of these two events.

Richard C. Perry, President and CEO of Perry Corp., was
appointed to the Board of Directors of AT Plastics June 13, 2001
by the other board members in order to fill the vacancy created
by the resignation of Thomas J. Wageman, a former consultant of
Perry Capital LLC (an affiliate of Perry Corp.). Veronica Ho, a
former managing director of Perry Corp., resigned from the Board
of Directors of the Company on March 16, 2001. Andrew J. Smith,
a former managing director of Perry Capital LLC (an affiliate of
Perry Corp.), resigned as Chairman of the Board of Directors and
interim President and CEO of the Company on August 28, 2001.

The company produces specialty polymers (57% of sales), films
and packaging products, and performance compounds for niche
markets. Its copolymers are sold to a variety of markets --
including the automotive, agricultural, medical, and consumer
and food packaging industries -- for use in such items as hot-
melt adhesives, pipe and tubing, bottle cap liners, and molded
and extruded parts. Applications for AT Plastics' films include
film coverings for greenhouses and nurseries; its flexible
packaging products wrap up lunch meats, fertilizers, explosives,
and other items. AT Plastics operates primarily in the US (over
60% of sales) and Canada. At September 30, 2001, the company
reported that its total current liabilities exceeded its total
current assets by about $126 million.


BETHLEHEM STEEL: Court Okays McDermott as Panel's Labor Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Bethlehem Steel
Corporation, and its debtor-affiliates obtained Court approval
to retain McDermott, Will & Emery as special labor counsel nunc
pro tunc to November 1, 2001.

Specifically, McDermott will:

  (a) provide advice to the Committee on all matters relating to
      labor and employment;

  (b) represent and advise the Committee with respect to any
      actions that may be commenced or contemplated under
      Bankruptcy Code Sections 1113 or 1114;

  (c) represent and advise the Committee with respect to
      negotiations among the United Steelworkers of America and
      other labor representatives, the Debtors and the
      Committee;

  (d) represent and advise the Committee regarding pension and
      other post employment benefit issues;

  (e) represent and advise the Committee regarding the
      Occupational Safety and Health Administration issues;

  (f) prepare, on behalf of the Committee, appropriate
      applications, motions, complaints, answers, orders,
      reports and other pleadings and documents relating to
      labor issues;

  (g) appear before the Court and other officials and tribunals
      and protect the interest of the Committee in other
      jurisdictions and other proceedings related to the
      proposed representation; and

  (h) provide such other services as the Committee may request
      relating to the proposed services.

McDermott will charge these hourly rates:

    Joseph E. O'Leary - partner       $ 510
    Scott A. Faust    - partner         445
    James A. Paretti  - associate       310

In case other attorneys and legal assistants are required, the
standard hourly rate of the firm range from:

    Lawyers               $165 - 525
    Paraprofessionals      100 - 200

McDermott will also bill the Committee for out-of-pocket
expenses like photocopying, witness fees, travel expenses and
other expenses that will be incurred in the performance of the
services. (Bethlehem Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


BORDEN CHEMICALS: Seeks Third Extension of Lease Decision Period
----------------------------------------------------------------
Borden Chemicals and Plastics Operating Limited Partnership and
its debtor-affiliates, asks the U.S. Bankruptcy Court for the
District of Delaware, for the third time, to extend the time
period within which they must assume, assume and assign or
reject all unexpired nonresidential real property leases.  The
Debtors ask that their lease decision period be extended through
June 28, 2002.

In order for the Debtors and potential purchasers to coordinate
their separate and cooperative analyses of these issues and
negotiate a mutually acceptable strategy, they need additional
time to decide on leases.  Preserving the Debtors' rights to
reject or assume and assign any unexpired nonresidential real
property leases will give the potential purchasers an
opportunity to express interest in assignment of the leases.
This, the Debtors believe, is imperative for obtaining the best
and highest offers for their assets.

The Debtors relate that time allotted under the Second Extension
Order will not be enough. The process described in the Bidding
Procedures Motion will extend beyond the March 1, 2002 Second
Extension deadline.

"The complexity of the leases and the uncertain needs of the
potential purchasers makes it impracticable and imprudent-even
impossible-for BCP and potential purchasers to perform fully,
within the existing deadline," the Debtors remarked.

Borden Chemicals and Plastics Operating Limited Partnership,
producer PVC resins, filed for chapter 11 petition on April 3,
2001 in the U.S. Bankruptcy Court for the District of Delaware.
Michael Lastowski, Esq. at Duane, Morris, & Hecksher represents
the Debtors in their restructuring efforts.

DebtTraders reports that Borden Chemical & Plastics' 9.500%
bonds due 2005 (BCPU05USR1) (an issue in default) are quoted at
a price of 5. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=BCPU05USR1


CASUAL MALE: Selling Assets to Charlesbank Entity for $137MM+
-------------------------------------------------------------
In connection with their ongoing cases under Chapter 11 of the
U.S. Bankruptcy Code, Casual Male Corp. and its debtor
subsidiaries announced that they have entered into an Asset
Purchase Agreement to sell Casual Male's men's big and tall
apparel retail and direct marketing, loss-prevention and alarm
monitoring and servicing businesses to an affiliate of
Charlesbank Capital Partners, LLC. The purchase price for the
assets to be sold pursuant to the Agreement is $137.0 million
plus the assumption of specified liabilities. Certain assets not
relating to the ongoing businesses, such as accounts receivable,
will be retained by the estate to further enhance recovery to
Casual Male's creditors. Under the Agreement, Casual Male's
approximately 3,000 employees will be employed on the same or
substantially similar terms as they are currently employed. The
Agreement also contemplates the transfer of 473 retail stores.

The Agreement is subject to review and approval of the United
States Bankruptcy Court for the Southern District of New York.
Pursuant to bankruptcy procedures, the consummation of the
transactions contemplated by the Agreement is subject to the
receipt of higher and better bids at an auction. Casual Male has
requested that the Bankruptcy Court approve April 29, 2002 as
the date to conduct the auction. The auction date and procedures
are subject to bankruptcy court approval.

On March 13, 2002, Casual Male announced that it entered into an
Asset Purchase Agreement to sell substantially all of the assets
of its Work 'n Gear business to Sandy Point, LLC. The assets to
be acquired under the Agreement between Casual Male and
Charlesbank include substantially all of the remaining assets of
Casual Male.

Alan I. Weinstein, Chairman and Chief Executive Officer of
Casual Male Corp., commented, "This Agreement reflects the final
step in the repositioning of Casual Male for a profitable
future. Over the last ten months we have worked very hard while
in Chapter 11 to focus our business exclusively on its most
productive assets. To this end, we have closed approximately 130
under-performing or non-strategic stores, renegotiated the
economic terms of certain critical contracts and leases and
entered into an agreement to sell Work 'n Gear to an independent
operator. Through the due diligence process, we have come to
know and respect the Charlesbank organization, and we greatly
look forward to the prospect of working with them to grow our
leadership position in the men's big and tall apparel market."

"Casual Male enjoys a very strong position in the growing big
and tall men's apparel market," said Michael R. Eisenson,
Managing Director and Chief Executive Officer of Charlesbank
Capital Partners. "The company's activities in Chapter 11 have
effectively streamlined the business and positioned it to
leverage its leadership position and achieve meaningful growth.
We look forward to consummating the transaction through the
bankruptcy process and to partnering with Casual Male's
management team to accomplish its financial and operating
goals."

Casual Male's financial advisor to this transaction was
Robertson Stephens, Inc. and its legal counsel is Cadwalader,
Wickersham & Taft.

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

Charlesbank Capital Partners, LLC is a private investment firm
with more than $2 billion of capital committed to acquisition
and expansion financing for growing companies and developing
real estate assets. The private equity team focuses on middle-
market management-led buyouts and growth capital financings,
typically investing $20 million to $75 million per transaction.
Charlesbank seeks to partner with strong management teams and
other value-added investors to build companies with real
competitive advantage and excellent prospects for growth. The
firm has offices in Boston and New York.


CHELL GROUP: Sells Magic Lantern to Units' Management for C$1.8M
----------------------------------------------------------------
Chell Group Corporation (NASDAQ:CHEL) a technology holding
company in business to acquire and grow undervalued technology
companies, closed the sale of one of its wholly owned
subsidiaries, Magic Lantern Communications Ltd., in a buyout led
by this subsidiaries' management.

Cameron Chell, Chell Group Chairman and CEO noted, "Magic
Lantern is a good business but no longer fits with our strategic
direction. For Chell, this sale provides us with CDN$1.8 million
in cash and enables us to pursue the acquisition of undervalued
technology companies and adding value."

Don Pagnutti, Chell Group CFO said, "The cash generated from the
sale of Magic Lantern will be used in the development of our
current operating companies and for further potential
acquisitions."

Chell Group Corporation (NASDAQ Small Cap: CHEL) is a technology
holding company in business to acquire and grow undervalued
technology companies. Chell Group's portfolio includes Logicorp
www.logicorp.ca, NTN Interactive Network Inc.
http://www.ntnc.com,GalaVu Entertainment Network Inc.  
http://www.galavu.com,Engyro Inc. (investment subsidiary)  
http://www.engyro.comand cDemo Inc. (investment
subsidiary) http://www.cdemo.com.For more information on the  
Chell Group, please visit http://www.chell.com


CHESTER: Will Complete Red Mountain Deal on Confirmation Date
-------------------------------------------------------------
Chester Holdings, Ltd. (Pink Sheets: CHES) announced it has
become legally necessary to refrain from completing the Red
Mountain transaction until after the Confirmation of the Chester
Holdings Chapter 11 filing.

Also, the proposed new members of the Board of Directors will
not join the Board until after the Confirmation. The Company
learned that completing before the Confirmation would only serve
to delay the process. It is anticipated that the transaction
will be completed concurrent with the Confirmation of the Plan.


CLASSIC COMMS: Wants Plan Filing Exclusivity Extended to May 13
---------------------------------------------------------------
Classic Communications, Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend
their exclusive periods within which to file a chapter 11 plan
and solicit creditors' acceptances of that plan.  The Debtors
ask the Court to extend their exclusive plan filing period
through May 13, 2002 and their exclusive solicitation period
through July 9, 2002.

The Debtors relate to the Court that they have made substantial
progress by stabilizing their operations and efficiently
managing and improving their cable operations.

To date, The Debtors obtained $30 million of postpetition
financing and borrowed only $2 million under the facility. This,
the Debtors believe, is enough to assure the Court that they
have sufficient liquidity to operate their business without
interruption.

The Debtors are now in the process of finalizing their long term
business plan and evaluating their operation in order to
identify ways to streamline their businesses, eliminate
unprofitable operations and increase profitability. As a result,
the Debtors have not had the opportunity to commence substantive
negotiations to arrive a consensual chapter 11 plan.

The Debtors are convinced that the extension they are asking
will afford them the time they need to review and evaluate
proofs of claim.

Classic Communications, Inc., a cable operator focused on non-
metropolitan markets in the United States, filed for Chapter 11
petition on November 13, 2001 along with its subsidiaries.
Brendan Linehan Shannon, Esq. at Young, Conaway, Stargatt &
Taylor represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $711,346,000 in total assets and $641,869,000 in total
debts.


COASTAL CARIBBEAN: Auditors Doubt Ability to Continue Operations
----------------------------------------------------------------
Coastal Caribbean Oils & Minerals, Ltd. has a history of losses
and anticipates further losses, which could cause it to
discontinue its business.

Its business has never had substantial revenues and has operated
at a loss in each year since its inception in 1953. The Company
recorded a loss of $6,585,000 for the year December 31, 2001, a
loss of $1,386,000 for the year 2000 and a loss of $1,105,000
for the year 1999. If it continues to sustain losses and is
unable to achieve profitability, the Company may not be able to
continue in business and may have to curtail, suspend or cease
operations. It should also be noted that in its financial
statements the auditors have added an opinion regarding the
uncertainty as to Coastal's ability to continue as a going
concern.

During the three years ended December 31, 2001, the Company
spent approximately $2.7 million on legal expenses primarily for
the lawsuits against the State of Florida relating to drilling
permits and royalty interests. If it continues to incur
significant expenses and is unable to raise additional funds to
meet these expenses, it may have to cease or suspend its
lawsuits and/or cease operations entirely.

In the unlikely event that the Company was to receive drilling
permits related to the St. George Island prospect or other
exploratory wells, it would be required to incur a significant
amount of operating expenditures to commence drilling operations
and would need to generate significant revenues to achieve
profitability. It may not be able to achieve or sustain
revenues, profitability or positive cash flow or profitability,
if achieved, will be sustained.

The Company's auditors have expressed the view that its negative
working capital, negative stockholders' equity and capital
deficiencies raise substantial doubt about its ability to
continue as a going concern.

It is important to note that without additional financing,
Coastal Caribbean only has enough liquid assets on hand to
continue to operate the Company for part of the year 2002.

The Company believes that its funds on hand will be sufficient
to permit it to continue to operate through the second quarter
of 2002 and to pay the expenses related to a stock offering
which is estimated to be approximately $300,000. After that
time, it may have to suspend or cease operations unless and
until it can secure additional financing. Effective February 20,
2002, its directors, officers, legal counsel and administrative
consultants have agreed to defer the payment of all of their
salaries and fees until the Company has working capital of at
least $1 million. It currently does not have any commitments for
additional financing. It may be unable to obtain additional
financing in the future on acceptable terms, or at all.

If ultimately the courts rule that the State of Florida may deny
it a permit and not compensate it for the taking of property,
the Company may be unable to continue in business.

Also the Company may be unable to raise the additional financing
needed to cover the substantial litigation costs of proving that
its properties have been taken and their value.

Coastal Petroleum has filed a claim with the Florida Circuit
Court that its property has been taken by the State of Florida,
and that Coastal Petroleum is owed compensation by the State of
Florida. The Company will need to secure additional financing to
cover the costs of this litigation, which is estimated will be
substantial. If unable to secure the additional financing
adequate to fund the costs of such litigation for a lengthy
period of time, the Company might not be able to conclude the
litigation and might have to cease the lawsuits against the
State of Florida without any meaningful recovery.

The Company points out that the State of Florida has far greater
resources than it does to prosecute the litigation.

Coastal Caribbean has stated that the State of Florida utilizes
lawyers from the Florida Attorney General's Office, the
Department of Environmental Protection and at least two private
law firms to represent its interests in the litigation. In the
event that Coastal's funds are exhausted before the conclusion
of the litigation, the Company has indicated that it may be
unable to conclude the litigation.

If money is recovered from the State of Florida and proves to be
inadequate to cover Coastal's costs, the Company may suffer
additional losses.  Coastal Petroleum's lawsuits against the
State of Florida involve highly specialized technical
engineering and legal judgments. If a recovery is realized there
is substantial concern that it might prove to be insufficient to
sustain operations, in which event the Company indicates it
would find it necessary to cease its business.


COMDISCO: Names Koe as New Prexy & CEO for European Operations
--------------------------------------------------------------
Comdisco, Inc. (NYSE:CDO) announced the appointment of Robert E.
Koe as president and chief executive officer, Comdisco Europe,
effective immediately. In his new position, Koe, who will be
headquartered in Munich, Germany, will have executive
responsibility for all of Comdisco's operations in Europe and
the United Kingdom.

Prior to joining Comdisco, Koe most recently served as managing
director, International Operations, for Ocwen Financial
Corporation, where he had previously served as managing director
from July 1996 to May 1998. During the intervening years, Mr.
Koe worked with Wand Partners, Inc., private equity investors,
and served as president and chief executive officer of MCM
Capital Inc., a public financial services company in Phoenix,
Arizona. From 1990 to January 1996, Mr. Koe was chairman,
president and chief executive officer of United States Leather,
Inc. (USL). Prior to joining USL in 1990, he was vice chairman
of Heller Financial, Inc., and had served as a member of the
board of its parent company, Heller International Corp., as well
as Heller Overseas Corp. Mr. Koe came to Heller from General
Electric Capital Corporation (GECC), where he held positions
that included vice president and general manager of Commercial
Financial Services; vice president and general manager of
Commercial Equipment Financing; and president of Acquisition
Funding Corp. Before joining GECC, he held various positions
with its parent, the General Electric Company, from 1967 to
1975. He is a graduate of Kenyon College in 1967.

"We are very fortunate to attract someone of Bob's caliber to
lead our European operations," said Norm Blake, Comdisco's
chairman and chief executive officer. "He brings to Comdisco
decades of experience in financial and operations management
with such world class companies as General Electric, GE Capital
and Heller Financial. He will apply that expertise to develop
and execute a strategic plan that will maximize the value of our
European operations for all of the stakeholders of Comdisco."

Comdisco, Inc., and 50 domestic U.S. subsidiaries filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Northern
District of Illinois on July 16, 2001. The filing allows the
company to provide for an orderly sale of some of its
businesses, while resolving short-term liquidity issues and
enabling the company to reorganize on a sound financial basis to
support its continuing businesses.

Comdisco's operations located outside of the United States were
not included in the Chapter 11 reorganization cases. All of
Comdisco's businesses, including those that filed for Chapter
11, are conducting normal operations.

On February 14, 2002, the U.S. Bankruptcy Court for the Northern
District of Illinois approved the company's request for an
extension of the exclusive periods during which only Comdisco
may file a plan of reorganization and solicit acceptances for
that plan. These periods, which had been scheduled to expire on
March 15, 2002, and May 15, 2002, have now been extended to
April 15, 2002 and June 15, 2002, respectively. The company has
targeted emergence from Chapter 11 during the first half of
2002.

Comdisco -- http://www.comdisco.com-- provides technology  
services to help its customers maximize technology
functionality, while freeing them from the complexity of
managing their technology. The Rosemont (IL) company offers
leasing to key vertical industries, including semiconductor
manufacturing and electronic assembly, healthcare,
telecommunications, pharmaceutical, and biotechnology. Through
its Ventures division, Comdisco provides equipment leasing and
other financing and services to venture capital backed
companies.


CONSECO INC: Reaches Agreement to Revise Bank Loan Covenants
------------------------------------------------------------
Conseco, Inc. (NYSE:CNC) issued the attached "NEW Conseco Memo
#22" from CEO Gary C. Wendt and it was posted on Conseco's Web
site for shareholders and/or electronically distributed to them
Friday.

To:      Conseco Shareholders
From:    Gary Wendt, Chairman & CEO
Date:    March 22, 2002

"Much has changed since September 2000 when we reached agreement
with our banks and set the wheels in motion to reduce Conseco's
debt by more than $3 billion. For the past month, we have been
in discussion with the participating banks in our credit
facility about significant modifications to our bank agreement.
[W]e have reached agreement on those modifications, essentially
creating a new bank agreement. You and all other Conseco
stakeholders will be able to examine the complete documents,
which will be part of our upcoming 10-K filing with the SEC.
However, I wanted to summarize for you the important aspects of
the new agreement.

Covenant changes:

We have changed covenants in the bank agreement to:

     --  Relax financial covenants;

     --  Exclude from all covenant calculations any goodwill
         write-down stemming from the new accounting standard;

     --  Reduce liquidity requirements from $100 million to $50
         million.

Waterfall amendments:

     --  The old agreement required that proceeds from asset
         sales be split 50/50 between the company and
         prepayments to banks.

     --  The new agreement, gives more flexibility to meet
         pending cash commitments. Proceeds from asset sales to
         be applied as follows:

     --  First $352 million to be retained by Conseco;

     --  Next $313 million to be paid to banks;

     --  Next $250 million - $665 to $915 million - reverts to
         the original formula - 50/50 split;

     --  Excess of $915 million or anything from December 31,
         2003 through March 31 2004 to be applied 75% to banks,
         25% to the company.

Optional prepayments

     --  As with the old agreement, there are several criteria
         for extending the credit facility maturity to March 31,
         2005. One of those criteria is making optional
         prepayments on the balance in 2002 and 2003.

     --  The old agreement called for optional prepayments of
         $150 million in each of 2002 and 2003; the new
         agreement calls for $200 million in September 2002 and
         $300 million in September 2003.

     --  As we told you last month (Memo 19, chart 3), we were
         already planning to optionally prepay $200 million of
         bank debt in 2002. Most of the $200 million additional
         prepayment in 2003 was projected to occur anyway under
         our plan and the terms of the 50/50 waterfall
         provisions of the former bank agreement.

                    Exchange Offer Consents

The exchange offer we announced [last] week was subject to the
agreement of our bank consortium, which had to consent to the
subordinated guarantee included with the new securities. That
consent has now been obtained.

                Costs of amending the agreement

As part of the amended bank agreement, we have agreed to
increase the interest rate on our bank debt by 75 basis points -
from LIBOR + 250 to LIBOR + 325. (The one-month LIBOR rate
yesterday was 1.90%)."

DebtTraders reports that Conseco Inc.'s 10.750% bonds due 2008
(CNC08USR1) are quoted at a price of 51. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for  
real-time bond pricing.


CONSOLIDATED CONTAINER: Has $14 Million Working Capital Deficit
---------------------------------------------------------------
Consolidated Container Company LLC announced that it expects to
report fourth quarter revenues of approximately $181.9 million
and a fourth quarter net loss of approximately $18.7 million
dollars.

This compares to revenues during the fourth quarter of 2000 of
approximately $179.0 million and net income of approximately
$2.0 million. Sales for the full year 2001 were approximately
$786.7 million, with a net loss of approximately $31.2 million,
compared to revenues and net income of approximately $754.6 and
$23.2 million in 2000, respectively. The 2001 results include
adverse charges of approximately $8.0 million in the fourth
quarter and approximately $21.7 million for the full year. The
fourth quarter charges include workers' compensation increases,
write-off of certain disputed accounts receivable, and one-time
consulting fees. Approximately $13.7 million was incurred in
prior quarters of 2001 and comprised primarily restructuring  
charges related to organizational and management changes
including the relocation of the Company's corporate
headquarters, the settlement of a customer contract dispute and
other costs related to specific customer claims. Excluding the
adverse charges, EBITDA was approximately $12.7 million for the
fourth quarter and $89.4 million for the 2001 fiscal year. The
comparable EBITDA for the fourth quarter of 2000 and for the
2000 fiscal year was approximately $27.4 million and $125.3
million, respectively.

Steve Macadam, President and Chief Executive Officer, stated,
"2001 was a difficult year for Consolidated Container Company.
As we mentioned in our third quarter release, we expected fourth
quarter results to be disappointing. We believe that most of our
problems are related to the diversion of resources, significant
expenses, and higher operating costs related to the
commercialization of several large projects that began last
year. We continue to believe that these projects will add value
over the long-term, and expect improvement in these projects
going forward; however, this will be an ongoing effort over
several quarters. There are several factors that we believe will
result in this difference going forward. We now have a fully
staffed and enthusiastic new management team, and have
successfully commercialized nearly all of the projects that we
were working on during the second half of last year. In
addition, we have begun several company-wide initiatives related
to manufacturing excellence and our information and financial
systems infrastructures that we expect to begin resulting in
improvements over the next several quarters."

Tyler Woolson, Chief Financial Officer, commented, "Despite a
top line sales increase of approximately 4.2% for the year and
increased volume of approximately 3.8%, EBITDA for the quarter
and the full year were obviously very disappointing. As we have
previously announced, the shortfall of EBITDA put us below
levels required to comply with certain covenants in our credit
agreement, and we were operating under a waiver to the agreement
for the last several months. However, as also previously
reported, we have since successfully renegotiated our covenants
with our banks."

Woolson further added, "Our forecast for 2002 calls for a
measurable improvement over 2001 results, much of which is
expected to occur in the second half of the year. While we do
not expect a substantial increase in sales volume, we are
looking for improvement in EBITDA. Additionally, we will be
limiting capital expenditures to levels that are approximately
half of what we have averaged over the last two years, with a
focus on maintenance and cost savings projects."

Consolidated Container Company LLC is a leading U.S. developer,
manufacturer, and marketer of blow-molded rigid plastic
containers for the beverage, consumer, and industrial markets.
The Company was created in 1999 through the merger of Reid
Plastic Holdings with the domestic plastic packaging operations
of Suiza Foods Corporation, a predecessor entity to Dean Foods
Company.

At December 31, 2001, the company reported a working capital
deficit of approximately $14 million.


CUMMINS ENGINE: Fitch Assigns BB+ Senior Unsecured Credit Rating
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to the senior
unsecured debt of Cummins Engine Company, Inc., and a rating of
'BB-' to the company's mandatorily redeemable convertible
preferred securities. The ratings are based on the company's
steady and significant decline in market share in its key heavy-
duty and medium-duty engine markets, and uncertainty as to the
company's scale and capacity to commit the capital necessary to
stay competitive in its markets over the long term. The recent
steep cyclical decline in the heavy-duty truck market has
further impacted cash generation and required the company to
obtain external financing. Recent financing transactions have
raised leverage and fixed charge obligations, and recovery in
financial ratios to previous levels is not expected over the
near term. The company also faces pending maturities in 2003
that include a $125 million note issuance and the company's $500
million bank agreement. Refinancing will likely result in higher
costs and more stringent credit terms, and the potential exists
for the bank group to seek a secured position as part of any new
agreement. The Rating Outlook is Negative.

Cummins has experienced a consistent and meaningful drop in
market share over the past several years, with its share of the
heavy-duty truck market falling from 38% in 1996 to 24% in 2001.
Together with the downturn in the heavy-duty truck market, this
has resulted in a 47% decline in unit deliveries in this segment
over that period. In the medium duty engine segment, market
share has fallen from 39% in 1996 to 13% in 2000. Although
Cummins offers a technologically competitive product line,
consolidation and vertical integration among its customers have
placed the company in competition with its major customers' in-
house suppliers. Major customers include DaimlerChrysler and
Volvo, which through their purchases of DaimlerChrysler and
Mack, respectively, can be expected to increasingly turn to in-
house truck engine sourcing over the intermediate term. It
should be noted that Cummins has recently signed long-term
supply agreements with both of these firms, although the volume
and margin impact are uncertain.

The recent steep decline in the heavy-duty truck market resulted
in part from a heavy jump in production at DaimlerChrysler's
Freightliner unit in the late 1990's, in an effort to gain
market share. Along with guaranteed buyback provisions, the jump
in production levels has produced a glut of used trucks in the
market and suppressed demand for new vehicles, a situation
likely to persist through 2002. DaimlerChrysler accounted for
approximately 14% of Cummins' sales in 2001, 19% in 2000 and 19%
in 1999, representing a decline in dollar sales from $1.3
billion in 1999 to $0.7 billion in 2001. Fitch's view is that
production at Freightliner is not likely to reach production
bubble levels of 1999 over the near term, and that over the long
term, DaimlerChrysler will source a greater share of its engine
requirements internally, representing a permanent loss of volume
for Cummins.

Weak operating profitability and numerous charges over the past
several years have led to a deterioration in the company's
balance sheet, despite relatively flat adjusted debt levels.
(Adjusted debt includes the company's mandatorily redeemable
convertible preferred securities; receivables securitization and
off-balance sheet lease obligations.) Adjusted debt-to-capital
has increased from 55% in 1999 to 63% in 2001, due primarily to
a decline in the company's book equity from $1.4 billion to $1.0
billion. EBITDA/Interest has declined from over 8 times in 1999,
to just over 3x in 2001. On-balance sheet leverage was
relatively flat in 2001, although aided by $163 million in asset
sales (including $143 million in sale/leaseback transactions)
and working capital runoff of approximately $100 million related
to the decline in operating results. Cash leverage measures are
expected to continue to deteriorate, despite the company's clear
progress in lowering its cost structure.

Cash generation has been weak over the past several years, and
is unlikely to improve in the short term due to weakness across
the company's end markets. Cummins is also a participant in a
number of joint ventures that continue to absorb cash. The
financial condition of Consolidated Diesel, a joint-venture that
supplies engines to Cummins and accounts for approximately 10%
of the company's cost of goods sold, is uncertain. Frequent
write-offs provide uncertainty as to the value and efficiency of
the company's asset base, particularly as the company loses
volume over which to absorb fixed costs.

Maturities in 2003 include the company's $500 million unsecured
bank agreement (fully available as of 12/31/01) and a $125
million note issue. Additionally, the recent sale/leaseback
transaction, the company's receivables facility ($55 million
outstanding at 12/31/01) and certain dealer financing programs
all contain debt-rating triggers that could force the company to
draw on the revolver. Cummins has more than sufficient capacity
under the revolver to absorb the current level of potential
trigger-related requirements. However, the company's weak
operating performance and the combination of maturities in 2003
are likely to result in any refinancing being available only at
a higher price and under more stringent terms, further
escalating financial obligations. Under this scenario, it is not
unlikely that the banks would seek to place themselves in a
secured position, further impairing unsecured debtholders.


DIGITAL TELEPORT: Court Approves Two Major Contract Settlements
---------------------------------------------------------------
Digital Teleport Inc., announced that a federal bankruptcy judge
has approved two major contract settlements that release the
company from liability under previous agreements, putting it on
track to successfully emerge from Chapter 11 reorganization
before the end of the year.

Judge Barry S. Schermer of the U.S. Bankruptcy Court for the
Eastern District of Missouri in St. Louis also approved the
company's request to reject two other non-essential fiber route
swap agreements with Missouri Network Alliance and Sho-Me Power
Electric Cooperative. Digital Teleport and each of these parties
will return all fiber and other facilities that were received
under these swap agreements.

In separate but related court action, Digital Teleport filed a
motion requesting court approval of its recently signed
settlement agreement with the Kansas Department of
Transportation. The agreement allows Digital Teleport to operate
and maintain it facilities on Kansas DOT rights of way along
interstate highways. It also terminates all remaining company
obligations to construct additional routes and access points
while reducing the amount of bandwidth it provides to the state
agency in certain areas. A hearing date on this agreement has
been set for April 23.

"By quickly reaching contract settlements with key business
partners and right-of-way providers, we are able to eliminate
uncertainty over the outcome of our future," said Paul Pierron,
president and CEO of Digital Teleport. "We are on track to
emerge by the end of this year. It is in all of our best
interests to complete our reorganization as quickly as possible
and move on.

"What's more important, our customers are reacting well and
they're continuing to buy our services," Pierron said.
"Bandwidth demand remains strong and our revenues through the
first two months of this year already are ahead of our results
for the fourth quarter of 2001."

In the first contract settlement with Williams Communications,
Digital Teleport is released from all past and future
obligations to pay operating costs for its previous purchase of
two "dark," or unused, fiber routes that are outside of the
company's core operating region in the Midwest. The second
contract settlement is with the Virginia Department of
Transportation. It terminates the company's previous obligations
to build a fiber optic system along interstate highways in
Virginia and closes this project.

Digital Teleport continues negotiating with other key business
partners and rights of way providers to reach new settlement
agreements. Once all the key contract relationships are settled,
Digital Teleport will negotiate with the company's creditors to
determine how the remaining pre-bankruptcy petition obligations
will be satisfied.

Digital Teleport filed voluntary petitions for Chapter 11
reorganization on Dec. 31, 2001. The company plans to exit the
national long-haul business and eliminate non-revenue producing
fiber routes. Digital Teleport will focus on operating its
traditional core fiber optic network that spans an eight-state
region in the Midwest.

Digital Teleport provides wholesale fiberoptic transport
services in secondary and tertiary Midwest markets to national
and regional communications carriers. The company's network
spans 5,700 route miles across Arkansas, Illinois, Iowa, Kansas,
Missouri, Nebraska, Oklahoma and Tennessee. Digital Teleport
also provides Ethernet service to enterprise customers and
government agencies in office buildings in areas adjacent to the
company's metropolitan network rings. The company's Web site is
http://www.digitalteleport.com Telephone: 1-314-880-1000.


DOBSON: Bank of America Agrees to Extend Loan to March 31, 2003
---------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) announced that
its majority shareholder, Dobson CC Limited Partnership (DCCLP),
and Bank of America, N.A. have agreed to extend DCCLP's loan to
March 31, 2003. DCCLP said it will have the right, under certain
conditions, to extend the maturity date of the loan for an
additional year.

Under the new loan agreement, the default provisions of the
revised loan will no longer be linked to the market price of
DCEL common stock, but rather to existing financial ratios in
Dobson Communications' primary credit agreements.

During the term of the new loan agreement (or the extended
term), no mandatory payments are required from DCCLP, except
upon the sale of collateral. DCCLP has adopted a written sales
plan under SEC Rule 10b5-1 under which it may sell under certain
conditions a limited number of its DCEL shares, not to exceed
1.5 million shares per quarter. DCCLP stated that it is not
required and does not intend to sell any shares at current price
levels. Proceeds from such sales would be used to pay interest,
principal and related expenses, the partnership said.

DCCLP may elect to extend the loan for an additional year under
certain conditions, including paying at least $75 million
against the loan's principal and interest.

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, Dobson serves markets covering a population of
11.5 million in 17 states. For additional information on the
Company and its operations, please visit its Web site at
http://www.dobson.net


ENRON CORP: Gains Approval to Hire Ordinary Course Professionals
----------------------------------------------------------------
The Court authorizes Enron Corporation and its debtor-affiliates
to employ Ordinary Course Professionals.

As the need arises, Judge Gonzalez reminds the Debtors to file a
supplemental list of Ordinary Course Professionals with the
Court and serve same on the United States Trustee, attorneys for
the Debtors' post-petition lenders and the statutory committee
of unsecured creditors.  If no objections to any such
supplemental list are filed within 20 days after service, Judge
Gonzalez rules that the retention of such Ordinary Course
Professionals shall be deemed approved by the Court without the
need for a hearing.

The Court further allows the Debtors to pay compensation and
reimburse expenses up to $50,000 per month per Ordinary Course
Professional on average over a rolling six-month period, with
the exception of URS Greiner Woodward Clyde, which shall bill up
to $50,000 per month on average over a rolling twelve-month
period. Judge Gonzalez makes it clear that no Ordinary Course
Professional shall receive in excess of $500,000 in the
aggregate in these chapter 11 cases.  Those who exceed these
limits must file a fee application for the full amount of their
fees and disbursements with the Court.

Judge Gonzalez also directs each professional retained as an
Ordinary Course Professional to file with the Court, within 15
days after the later of:

    (i) February 22, 2002, and

   (ii) the date of the professional's engagement by the Debtors
        in these chapter 11 cases,

-- an affidavit setting forth that such professional does not
represent or hold any interest adverse to the Debtors or to
their respective estates.

Judge Gonzalez also directs the Debtors to:

  (i) file with the Court a quarterly statement setting forth:

      (a) the name of the Professional;
      (b) the aggregate amount paid to such Professional during
          the previous 90 days, and
      (c) a general description of the services rendered by each
          Professional; and

(ii) serve such Statements on the Office of the United States
      Trustee and counsel for the statutory committee of
      unsecured creditors appointed in these cases on January
      31, April 30, July 31 and October 31 of every year that
      these cases are pending.

The Office of the United States Trustee and the Creditors'
Committee shall have 30 days following the filing of a Statement
to file objections to payments to a particular Ordinary Course
Professional reflected on the Statement.  In the event an
objection to the amounts paid to an Ordinary Course Professional
is filed, the Court shall determine the reasonableness and
necessity of such fees and expenses. (Enron Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ETOYS: Seeking Court Nod to Tap Ernst & Young as Tax Accountants
----------------------------------------------------------------
eToys, Inc., and its affiliated debtors seek authority from the
U.S. Bankruptcy Court for the District of Delaware to retain and
employ Ernst & Young LLP as their Tax Accountants in these
chapter 11 cases, nunc pro tunc to November 15, 2001.

The Debtors explain to the Court that they based the selection
of E&Y as tax accountants on the firm's knowledge of the
background of these cases and extensive experience and knowledge
in the field of accounting and related services.

The Debtors expect E&Y to render tax accounting services as
needed throughout the course of these Chapter 11 cases,
including:

     a. Preparing the United States Consolidated Income Tax
        Return, Form 1120 for the Debtors for the year ended
        March 31, 2001; and

     b. Preparing the 2001 state and local income and franchise
        tax returns for the Debtors.

At their request, the scope of such services may be broadened,
as the need arises, the Debtors clarify.

E&Y will be compensated in accordance with its customary hourly
rates:

                                 Tax Compliance
                              Standard Hourly Rates
                              ---------------------
     Principals                     $510
     Practice Coordinator           $435
     Senior Engagement Coordinator  $390
     Manager                        $320
     Technical Leader               $235
     Specialist                     $207
     Staff                          $155
     Paraprofessional               $106
     Intern                          $75

                                 Tax Consulting
                              Standard Hourly Rates
                              ---------------------
     Partners                      $510-600
     Principals                    $510-540
     Senior Managers               $495-510
     Managers                      $390-400
     Seniors                       $265-300
     Staff                         $200-210

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. 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.


FAYETTE MANUFACTURING: Wins OK to Sell Textile Assets to Delta
--------------------------------------------------------------
Delta Apparel, Inc. (AMEX:DLA) announced the United States
Bankruptcy Court for the Northern District of Alabama has
provisionally approved the proposed sale of the textile assets
owned by Fayette Manufacturing, Inc. to Delta Apparel, Inc.
subject to a notice to creditors.

Fayette Manufacturing, Inc. has been in bankruptcy proceedings
since May 14, 2001. The purchase price of the textile plant
located in Fayette, Alabama is approximately $2.6 million.

Delta Apparel expects to take possession of the facility on
March 25, 2002, and close on the final purchase of the assets in
April 2002. Delta expects to begin production in late April and
will initially employ approximately 100 associates at the
facility.

In commenting on this purchase, Robert W. Humphreys, President &
CEO of Delta Apparel, stated, "We are excited to have this new
textile capacity and look forward to becoming a part of the
Fayette community. This modern facility contains the particular
equipment needed for our product lines and we will benefit from
the major capital investments made by the previous owners. We
will use this plant to knit, dye, finish and cut fabric into
parts that will be assembled into garments in our sewing
facilities located in Honduras and Mexico.

"In our initial phase of operations, the Fayette Plant will
increase the output of Delta Apparel by approximately twenty-
five percent. We will be able to further grow the output with
modest capital investments in the future.

"We have been running our fabric manufacturing facilities at
full capacity, and believe we have maximized the output
available to us in our existing finishing plant in Maiden, North
Carolina. We are experiencing strong demand for our products and
expect to have record sales for our current fiscal quarter,
which will end on March 30, 2002. This new capacity will allow
us to service the new accounts we are adding to our customer
base, and allow us to expand our product offerings to existing
customers."

Delta Apparel, Inc. is a vertically integrated manufacturer and
marketer of high quality knit apparel. The Company specializes
in selling undecorated T-shirts, golf shirts and tank tops to
distributors, screen printers and private label accounts. Delta
Apparel has operations in five states, two company-operated
sewing facilities in Honduras and one company-operated sewing
facility in Mexico. The Company employs about 2,700 worldwide.


FEDERAL-MOGUL: Future Rep. Gains Okay to Hire ARPC as Consultant
----------------------------------------------------------------
Eric D. Green, Esq., the Legal Representative for Future
Claimants appointed in Federal-Mogul's chapter 11 cases,
obtained the Court's authority to employ and retain Analysis,
Research, and Planning Corporation as an Asbestos Consultant.

ARPC will be paid on an hourly basis:

      Principal               $350-$450
      Senior Consultants      $250-$350
      Consultants             $180-$250
      Analysts                $125-$200
(Federal-Mogul Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FISHER COMMS: Gets Refinancing for 8-Year Senior Credit Facility
----------------------------------------------------------------
Fisher Communications, Inc. (Nasdaq:FSCI) has refinanced its
eight-year senior credit facility used to finance the
acquisition of television stations, and its unsecured revolving
line of credit used to finance construction of Fisher Plaza and
for other corporate purposes.

As part of the refinancing, the company paid its unsecured bank
lines of credit available for working capital purposes.

In connection with the refinancing, the company's broadcasting
subsidiary entered into an eight-year credit facility with a
group of banks in the amount of $150,000,000, collateralized by
certain assets of the broadcasting subsidiary; the company's
media services subsidiary entered into a three-year senior
secured credit facility with two banks in the principal amount
of $60,000,000, collateralized by a first deed of trust on the
Fisher Plaza property; and the company obtained a margin loan of
$42,400,000 and entered into a forward sales contract. The
company expects to receive up to $70,000,000 under the forward
sales transaction, which the company expects to use in part to
repay the margin loan. The margin loan and the forward sales
contract are collateralized by 3,000,000 shares of Safeco common
stock owned by the company.

Fisher Communications, Inc. is a Seattle-based communications
and media company focused on creating, aggregating, and
distributing information and entertainment to a broad range of
audiences. Its 12 network-affiliated television stations are
located in the Northwest and Southeast, and its 28 radio
stations broadcast in Washington, Oregon, and Montana. Other
media operations include Fisher Entertainment, a program
production business, as well as Fisher Pathways, a satellite and
fiber transmission provider. Fisher also specializes in the
design and operation of innovative commercial properties, of
which Fisher Plaza is the prime example.


FRIEDE GOLDMAN: Files Plan of Reorganization in Mississippi
-----------------------------------------------------------
Friede Goldman Halter, Inc. (OTCBB:FGHLQ) announced that it has
submitted its plan for reorganization to the United States
Bankruptcy Court. Friede Goldman Halter has worked closely with
its unsecured creditors to develop this plan. The plan calls for
the reorganization of Friede Goldman Offshore and Halter Marine
and anticipates that the previously announced sale of AmClyde
and Friede & Goldman, Ltd. (a naval-architecture and marine-
engineering firm specializing in offshore rig design) will be
finalized.

As Friede Goldman Halter emerges from Chapter 11 the resulting
independent business units, and their management, are looking
forward to increased interest from their loyal customer base.
The companies' management is encouraged about the reorganized
and recapitalized companies and expects the companies to
increase their market share.

The approved plan anticipates the unsecured creditors will
receive a majority of the ownership of the reorganized Friede
Goldman Offshore and the reorganized Halter Marine. The plan
provides no recovery for the current equity security holders of
the company.

The plan may be viewed during normal court hours at the United
States Bankruptcy Court, Southern District of Mississippi, 725
Dr. Martin Luther King, Jr. Blvd., Suite 117, Biloxi, Ms. 39201
or may be purchased online at http://pacer.mssd.uscourts.gov/   

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


FRUIT OF THE LOOM: Files 3rd Amended Plan & Disclosure Statement
----------------------------------------------------------------
Fruit of the Loom presents the Court with its Third Amended
Joint Plan of Reorganization dated March 19, 2002.   Luc A.
Despins, Esq., of Milbank, Tweed, Hadley & McCloy, states that,
"In order to avoid the costs and delays of litigation, Fruit of
the Loom, the Creditors Committee and the Prepetition Secured
Creditors, with the consent of [Berkshire], negotiated a
settlement," with the Dissident Bondholders.

The Plan embodies a series of interconnected and interdependent
settlements among the creditor constituencies, Fruit of the Loom
and its creditors, including the Dissident Bondholders.  The
Amended Plan is premised upon the sale of Debtors' reorganized
Apparel Business, as a going concern, to Berkshire Hathaway.  It
is also premised upon the liquidation of the remaining Non-Core
Assets of Fruit of the Loom for the benefit of holders of
Allowed Claims.  NWI Land Management will be separately
liquidated.

Mr. Despins says that the Amended Plan modifies distributions to
Class 2 and former Class 4A creditors.  In addition, Class 4A is
divided into two Classes: Class 4C, which contains the claims of
the Dissident Bondholders, and a new Class 4A, which contains
all other former Class 4A Claims.

The distributions to Class 2 are reduced by $9,350,000, plus an
additional contingent reduction of $1,100,000.  The Amended Plan
increases the distribution to former Class 4A (now Class 4A and
4C) in the aggregate amount of $17,000,000.  Approximately
$7,650,000 is derived from an upward purchase price adjustment
for Berkshire.  The balance comes from a reduction in the
distribution to Class 2 creditors.  The distribution to the new
Class 4A is increased by $2,000,000.  The distribution to the
new Class 4C is increased by $15,000,000.

Approximately $1,551,000 is reserved by the FOL Liquidation
Trust from the distributions otherwise made to holders of
Allowed Class 2 Claims, to fund the Farley Gross-up Reserve.  
This reserve provides for payment to the Unsecured Creditors
Trust in case any disputed claim held by Mr. Farley is allowed
as a Class 4A Claim.

Mr. Despins reports that the Plan resolves the dispute about the
Allowed Amount of the 7% Debentures. The new Plan provides for
an allowance of $90,750,629, which is the midpoint between the
amount sought by the Indenture Trustee and the amount calculated
by Fruit of the Loom.

Mr. Despins tells Judge Walsh that, although Fruit of the Loom
sent several thousand ballots to creditors, the Agent has
received less than 500 completed ballots as of this date.

                      The Deadlines

The Deadline for Confirmation Objections was March 21, 2002.  
Fruit of the Loom asks Judge Walsh to push this date back to
April 4, 2002 at 4 p.m.

The Voting Deadline was March 28, 2002.  It is requested that
this be moved to April 15, 2002 at 4 p.m.

                  The Confirmation Hearing

The confirmation hearing was scheduled for April 4, 2002.  
However, because of the ongoing settlement negotiations between
Fruit of the Loom and the Dissident Bondholders, Debtor asks
that the confirmation hearing be scheduled no later than April
19, 2002.  Mr. Despins reminds the Court that this date is more
than two months after Debtor completed mailing the original
solicitation packages and more than 20 days after mailing the
supplemental package.  Therefore, it provides the necessary
time to solicit acceptances of the Plan and tabulate ballots.

Fruit of the Loom informs Judge Walsh that the Committee, the
Dissident Bondholders, the Bank Steering Committee and the
Noteholders Steering Committee all support the relief requested
in this Motion. (Fruit of the Loom Bankruptcy News, Issue No.
51; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


GC COMPANIES: Delays Filing of Financial Results with SEC
---------------------------------------------------------
GC Companies, Inc. has delayed the filing of its latest
financial information because the Company is evaluating
continued significant declines in the Argentina economy, the
impact on theatre operations in Argentina and the potential
impact on the carrying value of the Company's investment in its
South American joint venture. The total carrying value of the
Company's South American joint venture
investment at October 31, 2001 was $39.4 million.

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.

In general, GC Companies operates cinemas. More specifically,
the company operates about 80 General Cinema movie theaters
mostly in large urban and suburban areas in 19 states and the
District of Columbia. It also has a joint venture with Hoyts
Cinemas (15 theaters with nearly 150 screens in South America)
and operates two Premium Cinemas (luxury theaters with a lounge
and bistro food service) in Boston and Chicago. In 2000 GC
became one of many theater owners to file for Chapter 11
bankruptcy protection in what has become an immensely battered
industry. It agreed the next year to be acquired by a group that
includes Onex Corp and affiliates of Oaktree Capital Management.
The family of chairman Richard Smith owns 29% of the company;
investment group Gabelli Asset Management, 25%.


GEORGIAN BANCORP: Fails to Maintain CDNX Listing Requirements
-------------------------------------------------------------
Effective at the close of business March 25, 2002, the common
shares of Georgian Bancorp Inc. will be delisted from CDNX for
failing to maintain Exchange Listing Requirements.

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


GLOBAL CROSSING: Signs-Up Nixon Peabody LLP as Special Counsel
--------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates seek
authorization, pursuant to section 327(e) of the Bankruptcy
Code, to retain and employ Nixon Peabody LLP as special counsel
with respect to certain limited commercial litigation (including
representation of the Debtors as a parties in interest in other
bankruptcy cases), employment, immigration, real estate,
corporate, and tax matters (including tax controversies,
benefits matters and tax compliance) in these chapter 11 cases.

Mitchell C. Sussis, the Debtors' Corporate Secretary, relates
that Nixon Peabody was primary outside counsel to Rochester
Telephone Corporation for several decades dating back over 50
years and was involved in the reorganization of Rochester
Telephone Corporation into Frontier Corporation. After the
acquisition of Frontier Corporation by the Debtors, Nixon
Peabody continued as counsel to the Debtors on a number of
matters involving commercial litigation, corporate, employment,
immigration, real estate and tax law. Nixon Peabody continues to
handle a large number of day-to-day legal matters for the
businesses of the Debtors that were included in Frontier
Corporation.

Nixon Peabody was identified as an ordinary course professional
but Mr. Sussis states that many of the matters being handled by
Nixon Peabody require ongoing legal services that are expected
to greatly exceed the scope of services provided by "ordinary
course" professionals.  The professional services that Nixon
Peabody will render to the Debtors will be limited to matters of
the type handled by Nixon Peabody in the prepetition period.
Such services will include, without limitation, representation
in certain commercial litigation, employment, immigration, real
estate and tax matters and other general corporate work.

The Debtors submit that Nixon Peabody is well qualified and
uniquely able to provide the advice sought by the Debtors on a
going forward basis. Mr. Sussis contends that Nixon Peabody is
intimately familiar with the legal issues that have arisen and
are likely to arise. The Debtors believe that both the
interruption and the duplicative cost involved in obtaining
substitute counsel to replace Nixon Peabody's unique role at
this juncture would be extremely harmful to the Debtors and
their estates and creditors. Were the Debtors required to retain
counsel other than Nixon Peabody in connection with the specific
and limited matters upon which Nixon Peabody's advice is sought,
the Debtors, their estates and all parties in interest would be
unduly prejudiced by the time and expense necessary to replicate
Nixon Peabody's ready familiarity with the intricacies of the
ongoing legal matters and the Debtors' business operations,
corporate and capital structure, and strategic prospects. The
Debtors believe Nixon Peabody will be an efficient provider of
legal services.

Nixon Peabody member Scott F. Christman, Esq., assures the Court
that his firm has no connection with any of the Debtors'
creditors or any other parties in interest or their respective
attorneys and does not hold or represent any interest adverse to
the Debtors or to their estates.  Mr. Christman discloses that a
conflict search indicates that the firm currently represents or
has recently represented these parties in interest in unrelated
matters:

A. Officers, Directors & Other Insiders: Joseph P. Clayton,
     William S. Cohen, Eric Hippeau, Geoffrey J.W. Kent, James
     F. McDonald, Douglas McCorkindale, Richard N. Kappler and
     Todd Putnam.

B. Affiliations of Outside Directors: AT&T, Chase Manhattan
     Bank, Continental Airlines, Gannett Co., Inc., IBM, MCI
     Comm., Nextel Comm., and the Carlyle Group.

C. Professionals of Debtor: Appleby Spurling & Kempe, Simpson
     Thatcher & Bartelett, The Blackstone Group, Arthur Andersen
     and Wilkie Farr & Gallagher.

D. Strategic Partners: Cisco Systems Inc., EMC Corp., Juniper
     Networks Inc., Nortel Networks, Hitachi Telecom Inc., and
     PRC.

E. Litigation and Non-Litigation Claims: Southwest Bell
     Telephone Company, Travelers C&S Co. of Am. and Verizon
     entities.

F. Secured Creditors: Bank of America, First Union, Fleet
     BankBoston, Key Bank.

G. Other Creditors: Banc One, Credit Suisse First Boston,
     Wachovia Bank, Washington Mutual, Westdeutsche Landesbank,
     and Zurich Scudder Invesments.

H. Vendor Creditors: Corning Incorporated, and Nordisk.

I. Indenture Trustees: United States Trust Co.

J. Underwriter and Agents: Merrill Lynch Capital Corp. entities,
     Salomon Smith Barney.

K. Major Landlords: Consolidated Rail Corp.

Nixon Peabody will bill for its professionals' services on an
hourly basis:

      Partners           $330 to $500
      Associates         $160 to $350
      Paralegals         $110 to $145

In the past twelve months, Mr. Christman informs the Court that
Nixon Peabody has been actively engaged in 109 matters on behalf
of the Debtors and has billed the Debtors $1,119,552 for 4,566
hours of legal services rendered on behalf of the Debtors. Nixon
Peabody has not been paid for all services for which it
submitted bills to the Debtors prepetition of approximately
$264,700 and accrued and unpaid disbursements of approximately
$9,700.  The Debtors have not provided Nixon Peabody a retainer
for professional services to be rendered and expenses to be
charged postpetition. (Global Crossing Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Appoints Dave Carey as EVP of Enterprise Sale
--------------------------------------------------------------
Global Crossing announced the appointment of Dave Carey as
executive vice president of enterprise sales. Effective
immediately, Carey will oversee all sales and marketing
activities relating to Global Crossing's enterprise customers.

"Dave Carey knows telecom, he knows Global Crossing and he knows
sales and marketing," said John Legere, chief executive officer
of Global Crossing. "Dave has an impressive background in sales
and the proven ability to make tough, smart decisions.  He's
also earned the trust and respect of the teams he supports and
of colleagues across the company."

Carey previously served in two senior vice president positions
at Global Crossing -- in global network development and in
network and business development.  His accomplishments include
leading development of a fundamental network planning process
for Global Crossing's worldwide, multi-layer protocol network.

When Global Crossing merged with Frontier Communications in
1999, Carey was serving as Frontier's senior vice-president of
marketing and chief marketing officer.  Carey previously served
as president and CEO of LG&E Natural, Inc., a subsidiary of LG&E
Energy Corporation of Louisville, Kentucky and held a number of
increasingly responsible marketing and sales positions during 14
years with AT&T, including serving as director of marketing for
AT&T's General Business Systems unit.

Carey holds an M.S. degree in management science from MIT, and a
B.S. degree in industrial distribution from Clarkson University
in Potsdam, N.Y. He also was appointed to a Sloan Fellowship by
MIT.

Carey is succeeding Peg Lockwood, who is leaving Global Crossing
to pursue other opportunities.

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

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

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


GLOBIX CORP: Names John McCarthy as Senior VP and Acting CFO
------------------------------------------------------------
Globix Corporation (OTC Bulletin Board: GBIXQ) announced that
Brian Reach, the Company's Chief Financial Officer, and Marc
Jaffe, the Chief Operating Officer, have decided to resign from
the Company. Both men will depart the Company immediately
following the confirmation of the Company's pre-packaged
Bankruptcy case.  Globix expects the plan to be confirmed on or
about April 8, 2002.

The Company also announced that John McCarthy, currently Vice
President, Financial Planning & Analysis at Globix, has been
promoted to Senior Vice President and will serve as Acting Chief
Financial Officer, effective the departure of Mr. Reach. Mr.
McCarthy has more than 15 years financial and operational
experience with United Technologies, Young & Rubicam, Mitsubishi
Corporation and LC39 Venture Group. Immediately prior to joining
Globix, Mr. McCarthy served as Vice President of Finance for
LC39, where he managed the Company's financial operations and
acted as financial advisor to several of LC39's portfolio
companies. He received an MBA from The Wharton School and an MA
in International Studies from Wharton's Lauder Institute. Mr.
McCarthy will report to Peter Herzig, Chief Executive Officer of
Globix. Shawn Brosnan, Senior Vice President, Chief Accounting
Officer and Corporate Controller of Globix will also report to
Mr. Herzig.

"We wish Brian and Marc well as they leave our company and thank
them for their effort," said Globix CEO Peter Herzig. "Brian
leaves behind a strong team in John McCarthy and Shawn Brosnan.
John's extensive experience as a financial executive will allow
him to serve effectively as our Acting CFO. I look forward to
working with John and Shawn as Globix moves beyond the process
of our financial re-organization and toward a bright future."

As a result of the reorganization of the Company through the
pre-packaged Chapter 11 Bankruptcy, the duties of the Chief
Operating Officer will be divided amongst senior executives for
the foreseeable future.

Globix is a leading provider of advanced Internet hosting,
network and applications solutions for business. Globix delivers
services via its secure state-of-the-art Internet Data Centers,
its high-performance global backbone and content delivery
network, and its world-class technical professionals. Globix
provides businesses with cutting-edge Internet resources and the
ability to deploy, manage and scale mission-critical Internet
operations for optimum performance and cost efficiency.


HQ GLOBAL WORKPLACES: Secures Okay to Access $30MM DIP Facility
---------------------------------------------------------------
HQ Global Workplaces, a leading office outsourcing company,
reported that it has made significant progress in its
reorganization in the past week, including finalizing and
receiving interim Court approval for a $30 million debtor-in-
possession credit facility to fund its operations going forward.
The company also received approval of a number of "first day
motions" from the U.S. Bankruptcy Court for the District of
Delaware.

On March 13, 2002, HQ and 32 of its U.S. affiliates each filed a
voluntary petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code. The next day, the Bankruptcy Court
approved the "first day motions" that are intended to support
the company's employees, clients and vendors, and provide other
forms of operational and financial stability as HQ proceeds with
its reorganization. With regard to employees, the "first day
orders" entered by the Bankruptcy Court authorize payment of
pre-petition and post-petition wages, salaries, incentive plans,
medical, disability, vacation and other benefits.

The court also granted interim approval for a new $30 million
debtor-in-possession (DIP) credit facility, which will provide
the company sufficient liquidity to continue operations, pay
employees and purchase goods and services. HQ has finalized its
agreement with the bank group providing the DIP facility, and a
hearing for final approval of the DIP facility is scheduled for
April 9, 2002. The DIP credit facility is being provided by a
group of banks led by BNP Paribas.

Jon Halpern, HQ's recently appointed Chief Executive Officer,
said, "We accomplished a great deal in the week since our
Chapter 11 filing. We are pleased with the prompt approval by
the Bankruptcy Court of our 'first day motions,' which, taken
together, will enable the company to operate without
interruption and meet normal business obligations. Moreover,
these accomplishments will allow us to remain focused on serving
customers, a top priority during the restructuring process."

Halpern continued, "We are extremely grateful for the
overwhelming support we've received in the past week from our
clients, our vendor partners and especially our team members.
There has been understanding of our decision to reorganize under
Chapter 11. Judging from the calls, emails and letters we've
been receiving, it is clear that there are a lot of people who
are willing to go the extra mile to help make sure we come
through this process a stronger and healthier company."

Halpern said that HQ's operations worldwide have continued
without interruption and customer needs have been met. "Our
operations continue to function normally and we are maintaining
our commitment to provide quality services to our customers."

More information about HQ's reorganization case is available on
the company's Web site at http://www.hqglobal.comor at the  
company's reorganization information line: 1-877-418-6586. The
case has been assigned to the Honorable Judge Mary F. Walrath
under case number 02-10760 (MFW). Information on the case can
also be obtained on the Bankruptcy Court's Web site with Pacer
registration: http://www.deb.uscourts.gov  

As a world leader in the business center industry, HQ Global
Workplaces -- http://www.HQGlobal.com-- offers a flexible and  
cost-effective alternative to traditional office leasing for
Fortune 100 corporations, small- to mid-size companies and
independent entrepreneurs. Through its network of over 400
company-owned and franchised locations in 23 countries
worldwide, HQ provides its 38,000 clients with furnished,
private offices, team rooms and meeting rooms along with
essential business services, including administrative support.
HQ also offers a variety of state-of-the-art, technology-based
productivity tools including high-speed Internet access,
videoconferencing and telecommunications services. HQ garners
the world's largest videoconferencing public room network with
more than 3,000 locations. HQ is majority owned by FrontLine
Capital Group (NASDAQ: FLCG).


HAYES LEMMERZ: Committee Gets Okay to Hire Akin Gump as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Hayes Lemmerz
International, Inc., and its debtor-affiliates, obtained
authority from the Court to employ and retain Akin Gump Strauss
Hauer & Feld LLP as its counsel, nunc pro tunc to December 17,
2001, to assist it in these Chapter 11 cases.

The Committee will look to Akin Gump to:

A. advise the Committee with respect to its rights, duties and
     powers in these Chapter 11 cases;

B. assist and advise the Committee in its consultations with the
     Debtors relative to the administration of these chapter 11
     cases;

C. assist the Committee in its investigation of the acts,
     conducts, assets, liabilities and financial condition of
     the Debtors and of the operation of the Debtors'
     businesses;

D. assist the Committee in analyzing the claims of the Debtors
     and creditors and in negotiating with such creditors;

E. assist the Committee in its analysis of and negotiations with
     the Debtors or any third party concerning matters related
     to the terms of a plan of reorganization for the Debtors;

F. assist and advise the Committee as to its communications with
     the general creditor body regarding significant matters in
     these chapter 11 cases;

G. represent the Committee at all hearings and other
     proceedings;

H. review and analyze all applications, orders, statement of
     operations and schedules filed with the Court and advise
     the Committee as to their propriety;

I. assist the Committee in preparing pleadings and applications
     as may be necessary in furtherance of the Committee's
     interests and objectives; and

J. perform such other legal services as may be required and
     deemed to be in the interests of the Committee in
     accordance with the Committee's powers and duties.

Akin Gump will be compensated at its customary hourly rates:

             Daniel H. Golden           $675 per hour
             Robert J. Stark            $400 per hour
             Matthew I. Kramer          $320 per hour

             Partner                    $400-$700
             Counsel & Senior Counsel   $275-$600
             Associates                 $185-$400
             Paraprofessionals          $55 -$165

Messrs. Golden, Stark and Kramer will lead the engagement.
(Hayes Lemmerz Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HEALTH INSURANCE: Fitch Affirms BB Rating with Positive Outlook
---------------------------------------------------------------
Fitch Ratings affirms the Health Insurance Plan of Greater New
York's senior debt rating of 'BB'. The Rating Outlook has been
changed to Positive from Stable.

The rating and outlook reflect the company's improving
profitability and surplus levels, continued growth in its
provider network, and considerable reduction in its financial
leverage. Moreover, the recent acquisition of Vytra Health plan
facilitates marketing and product expansion, allowing HIP-NY to
provide a more comprehensive range of products to employer
groups. These strengths are offset to some degree by the
company's limited geographic presence and high degree of
regulatory risk in its sizable Medicare business.

HIP-NY's operating performance has improved considerably over
the last few years, and is expected to improve further due to
tighter underwriting, more favorable contracting arrangements,
and added medical management. Through the first nine months of
2001, HIP-NY earned GAAP net income of $65.3 million and is
expected to earn close to $87.0 million for full-year 2001. On a
statutory basis, HIP-NY earned $60.8 million during the first
nine months of 2001. Operating performance, as measured by
operating return on revenue, was good at 3.1%.

Strong earnings have supported the continued growth in surplus.
Through September 30, 2001, HIP-NY's statutory surplus had grown
to $188.1 million, up from $137.8 million at year-end 2000. The
company continued to improve its New York regulatory surplus
requirement, having reached 100% of the required reserve at the
end of January 2002.

HIP-NY has aggressively reduced its debt levels over the last
few years, retiring approximately $23.9 million of debt in the
first nine months of 2001, and $68.0 million over the last three
years. GAAP debt leverage declined from 65% at year-end 1998 to
31.0% at September 30, 2001. GAAP interest coverage ratios
(excluding realized gains/loss) improved to 4.1x at year-end
2000, after averaging 1.5x over the last three years. Continued
strong operating performance through the third quarter of 2001
has strengthened interest coverage to 6.2x. Fitch Ratings
expects interest coverage to exceed 9.0x by year-end 2002 due to
the combination of strong earnings and reduced debt levels.

Entity             Issue          Type Action Rating    Outlook
------             -----          ------------------    -------
Health Insurance   Senior debt       'BB'               Positive
Plan of Greater    Affirmed
New York


ICH CORP: RTM Restaurant Submits Recapitalization Plan for Sybra
----------------------------------------------------------------
Arby's two largest franchisees have announced plans that may
bring the two companies together.

RTM Restaurant Group, the nation's largest privately-held
restaurant company and the largest franchisee of Arby's Roast
Beef Restaurants, has submitted a proposal to join with Sybra's
management team to acquire all of the capital stock of Sybra,
Inc., a subsidiary of ICH Corporation.

Sybra, the second largest franchisee of Arby's, filed for
Chapter 11 protection in February.  Sybra currently operates 239
Arby's Restaurants located primarily in Michigan, Texas,
Pennsylvania, New Jersey, Connecticut and Florida.  As part of
Sybra's restructuring plan, an affiliate of RTM and Sybra's
management have agreed to form a joint venture, which has
offered to contribute to Sybra $5 million for all of the
outstanding stock of Sybra, Inc.

The RTM proposal includes the participation of Sybra's senior
management and the key operators of each of its regions.  RTM
has discussed the proposal with the senior management of Arby's,
Inc., the franchisor, which has indicated its current support
for the plan.  Sybra's most significant suppliers, including
Coca-Cola, MBM Corporation and Willow Run Foods, also support
the plan.

The recapitalization proposal is not subject to due diligence or
financing contingencies, but is conditioned upon a restructuring
and/or refinancing of Sybra's outstanding debt to modify Sybra's
annual debt service.  Sybra's independent directors are
currently reviewing the RTM recapitalization proposal.

Russ Umphenour, president and CEO of RTM, emphasized that the
recapitalization proposal will ensure a smooth transition for
Sybra's re-organization.

"Our goal is to create a plan that will re-energize Sybra.  We
are pleased that Sybra's entire senior management team will
participate with us and anchor our plan for a smooth transition
out of Chapter 11.  RTM and Sybra's management teams are focused
on maintaining momentum while addressing issues with Sybra's
creditors."

Coca-Cola North America also supports the plan, according to
Eric McCarthey, Senior Vice President of Coca-Cola
Fountain/North America.

"We are enthusiastic about RTM's proposal.  Bringing together
these two leaders in the quick service industry will strengthen
both companies' business plans.  As Sybra's largest unsecured
creditor, we strongly support this initiative," said McCarthey.

RTM's plan also received support from MBM Corporation, the
largest distributor for the Arby's system and Sybra's largest
supplier.

"RTM is the natural choice to team with Sybra in leading the
company out of Chapter 11.  We have known RTM's senior
management team for several years and have been impressed with
their system leadership.  As Sybra's largest supplier, we are
confident that RTM has prepared a solid plan that ensures
Sybra's viability and reinforces the stability of the Arby's
system," said Jerry Wordsworth, chairman and president of MBM.

RTM Restaurant Group operates 774 Arby's restaurants in 21
states and 42 markets.  It is ranked by the Restaurant Finance
Monitor as the largest restaurant franchisee in the United
Sates.  Annual sales of RTM Arby's operations are $750 million.  
The company employs approximately 25,000 people and is privately
held by management.

RTM also owns Winners International Restaurants, Inc., the
franchisor of Mrs. Winner's Chicken & Biscuits and Lee's Famous
Recipe Chicken.  The company operates 124 company owned Mrs.
Winner's and Lee's and supports 158 franchised units operated by
90 franchisees.

                          *   *   *

I.C.H. Corporation announced that its Sybra, Inc. subsidiary has
received a recapitalization proposal from the RTM Restaurant
Group to invest $5 million of new equity into Sybra in exchange
for all of the outstanding capital stock of Sybra.

Sybra is the second-largest franchisee of Arby's restaurants,
currently operating 239 restaurants in nine states. The RTM
Restaurant Group is the nation's largest privately-held
restaurant company and is the largest Arby's franchisee,
currently operating more than 770 Arby's restaurants nationwide.
The RTM proposal includes the participation of Sybra's senior
management and the key operators of each of its regions.
According to RTM, the recapitalization proposal is endorsed by
Sybra's most significant suppliers, including Coca-Cola, MBM and
Willow Run Foods. In addition, RTM has advised Sybra that it has
discussed the proposal with senior management of Arby's, Inc.,
the franchisor, which has indicated its current support for the
plan. The recapitalization proposal is not subject to due
diligence or financing contingencies, but is conditioned upon a
restructuring and/or refinancing of Sybra's outstanding debt
which modifies Sybra's annual debt service. Sybra's independent
directors are currently reviewing the RTM recapitalization
proposal.

ICH is a Delaware holding corporation which, through its
principal operating subsidiaries, currently operates 239 Arby's
restaurants located primarily in Michigan, Texas, Pennsylvania,
New Jersey, Connecticut and Florida.


IT GROUP: Wants Lease Decision Deadline Moved to June 17
--------------------------------------------------------
The IT Group, Inc., and its debtor-affiliates ask the Court to
extend their time within which to decide whether to assume,
assume and assign or reject unexpired nonresidential real
property leases.  The Debtors ask for an extension through and
including the earlier of June 17, 2002 and the date on which
their plan of reorganization or distribution is confirmed.  The
Debtors make it clear that their request is without prejudice to
the rights of each lessor under an Unexpired Lease to request,
upon appropriate notice and motion, to request that the Court
shorten the Extension Period and specify a period of time in
which the Debtors must determine whether to assume or reject an
Unexpired Lease.

According to Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP in Wilmington, Delaware, until the Debtors
have had the opportunity to complete a thorough review of all of
the Unexpired Leases, the Debtors cannot determine exactly which
Unexpired Leases should be assumed, assigned, or rejected.
Indeed, the Debtors' believe that, due to the importance of the
task, and the Debtors' immediate and primary focus on
stabilizing and marketing their businesses in the early stages
of their chapter 11 cases, it will be impossible for them to
adequately assess whether to assume or reject the Unexpired
Leases within the required 60-day period. Mr. Galardi adds that,
the Debtors' decision on a particular Unexpired Leases, as well
as the timing of such decision depends in large part on the
Debtors' business plans for the future, that is, whether the
leased premises will play a role in the Debtors' strategic
operating plans going forward. At this early juncture of these
chapter 11 cases, it is not yet possible for the Debtors to
determine whether or not each of the locations covered by the
Unexpired Leases will play a part in the Debtors' businesses
going forward.

In contrast, if the 60-day period is not extended, Mr. Galardi
submits that, the Debtors will be compelled prematurely to
assume substantial, long-term liabilities under the Unexpired
Leases potentially creating administrative expense claims or
forfeit benefits associated with some leases, to the detriment
of the Debtors' ability to operate and preserve the going-
concern value of their business for the benefit of their
creditors and other parties-in-interest.

A hearing on the motion is scheduled on April 10, 2002.  By
application of Local Bankruptcy Rule 9006-2, the deadline is
automatically extended through the conclusion of that hearing.
(IT Group Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


IMMTECH INT'L: Running Short of Funds to Continue Operations
------------------------------------------------------------
Immtech International Inc. has announced a public offering of
2,500,000 shares of its common stock. It may from time to time
offer, subject to NASDAQ rules, 674,214 shares for its own
account and the stockholders named under the caption "Selling
Stockholders" in its Prospectus may from time to time sell up to
an additional 1,825,786 shares. The shares may be sold in
transactions occurring either on or off the NASDAQ at prevailing
market prices or at negotiated prices. Sales may be made through
brokers or through dealers, who are expected to receive
customary commissions or discounts. Immtech will not receive any
of the proceeds from the sale of shares by Selling Stockholders.
No period of time has been fixed within which the shares
registered may be offered or sold. The Company's obligation to
keep the Registration Statement, of which the Prospectus is a
part, effective expires as to 1,681,743 of the Selling
Stockholders' Shares on February 14, 2004, 44,043 Shares on
February 22, 2004 and 100,000 Shares on September 12, 2002, or
sooner if all Selling Stockholders' Shares are sold.

Immtech's common stock is traded on the NASDAQ SmallCap Market
under the symbol "IMMT." The last reported sale price of its
common stock on March 12, 2002 was $5.69. The address of its
principal executive offices is 150 Fairway Drive, Suite 150,
Vernon Hills, Illinois 60061, and the telephone number is (847)
573-0033.

Immtech has experienced significant operating losses since
inception and expects to incur additional operating losses as it
continues research and development and clinical trial efforts.
As of January 31, 2001 it had an accumulated deficit of
approximately $35,201,000.

Immtech's operations to date have consumed substantial amounts
of cash. Negative cash flow from operations is expected to
continue and to accelerate in the foreseeable future. Its cash
requirements may vary materially from those now planned because
of results of research and development, results of pre-clinical
and clinical testing, responses to grant requests, relationships
with strategic partners, changes in the focus and direction of
its research and development programs, competitive and
technological advances, the FDA regulatory process and other
factors. In any of these circumstances it may require
substantially more funds than it currently has available or
currently intends to raise to continue its business. the Company
may seek to satisfy future funding requirements through public
or private offerings of securities, by collaborative or other
arrangements with pharmaceutical companies, or from other
sources. Additional financing may not be available when needed
or may not be available on acceptable terms. If adequate
financing is not available it may not be able to continue as a
going concern or may be required to delay, scale back or
eliminate certain research and development programs, relinquish
rights to certain technologies or product candidates, forego
desired opportunities, or license third parties to commercialize
its products or technologies that it would otherwise seek to
develop internally. To the extent it raises additional capital
by issuing equity securities, ownership dilution to existing
stockholders will result.

Immtech has a shortage of unrestricted working capital and has
had recurring losses from operations and negative cash flows
from operations since inception. These factors, among others,
raise substantial doubt about its ability to continue as a going
concern. The Company's ability to continue to operate will
ultimately depend upon raising additional funds, attaining
profitability and operating at a profit on a consistent basis,
which will not occur for some time or may never occur.


ISLE OF CAPRI: S&P Assigns B Rating to $200MM Senior Sub. Notes
---------------------------------------------------------------
The ratings reflect the company's diverse portfolio of casino
assets, relatively steady operating performance, lower than
expected capital spending levels, and improving credit measures.
These factors are partly offset by competitive market
conditions, the company's aggressive growth strategy, and its
high debt levels.

Biloxi, Mississippi-headquartered Isle of Capri currently owns
and operates 14 casinos, located mostly in Mississippi,
Louisiana, and Iowa. In addition, the company operates casinos
in Black Hawk, Colorado; Kansas City and Boonville, Mississippi;
and Las Vegas, Nevada, and a racetrack in Pompano Beach,
Florida.

The company's properties in Louisiana are located in Bossier
City and Lake Charles. While the Bossier facility has been hurt
by additional market capacity and the intense competitive
environment, operating performance in Lake Charles has benefited
from steady market growth and the property's relatively new
hotel. However, the opening of Delta Downs in late 2001 could
cause some dilution in Lake Charles in the near term. In
addition, the potential for an additional competitor over the
next few years exists and will test the depth of the market.

In Mississippi, the Biloxi and Vicksburg properties have
performed well, despite competitive market conditions. The
properties in Lula and Natchez have been impacted by
construction disruption. With construction complete, however,
and market trends good, operating performance is expected to
improve. The Tunica facility continues to struggle amid a
competitive market, and likely will be sold.

In Iowa, the Bettendorf, Marquette and Davenport facilities have
benefited from good competitive positions and steady market
growth. The recent completion of renovations at each facility
should enhance their competitive positions in the near term.

The Black Hawk facility has been a strong performer and has
benefited from its good location and steady market growth. The
recent opening of an additional facility has thus far had no
material impact on Isle's operations. In Kansas City, operating
performance has been significantly enhanced by capital
investment and the trends remain favorable for continued near
term growth.

The company's EBITDA was $167 million for the nine months ended
January 27, 2002, an approximate 5% increase over the year
before, driven by solid performance in Kansas City, Black Hawk
and Davenport properties. Pro forma for the proposed note issue
and bank facility refinancing, EBITDA coverage of interest
expense is around 2.5x and total debt to EBITDA around 4.5x
(ratios have been adjusted for operating leases). With the
majority of expansion capital spending complete, the company is
expected to generate free cash flow. In addition, the potential
sale of the company's Las Vegas and Tunica facilities provides
additional financial flexibility. Isle of Capri's new credit
facility, which is rated the same as the company's corporate
credit rating, consists of a $250 million five-year revolving
credit facility and a $250 million six-year term loan B. The
facilities will be secured by a first priority lien and security
interest in all material current and future assets of the
company, excluding those of Isle of Capri Black Hawk and Pompano
Park. Because these facilities are secured, lenders can expect
to recover more than a typical unsecured creditor in the event
of a default or bankruptcy. In addition, expected financial
covenants would provide further protection.

Standard & Poor's simulated default scenario assumed that the
revolving loan facility was fully drawn and that cash flow and
resale multiples were at distressed levels. Lenders can expect
to recover much of the facility in the event of a default or
bankruptcy, based on Standard and Poor's simulated default
scenario, although it is not clear that a distressed enterprise
value would be sufficient to cover the entire loan facility.

                        Outlook

Rating stability reflects the expectation that Isle will
maintain its solid market positions and that the company's
overall financial profile will continue to strengthen over the
near term. Longer term, Standard and Poor's expects Isle to
continue pursuing growth opportunities, but any potential
transaction would need to be financed in a manner consistent
with the rating.


J2 COMMUNICATIONS: Nasdaq Delists Shares from SmallCap Market
-------------------------------------------------------------
J2 Communications (Nasdaq: JTWO), owner of the National Lampoon
trademark, announced that its common stock has been delisted
from the Nasdaq SmallCap Market effective as of the opening of
the market on March 25, 2002. The Company expects its common
stock to be eligible to trade on the Over-the-Counter (OTC)
Bulletin Board.

At a February 14, 2002 hearing before the Nasdaq Listing
Qualifications Panel, the Company requested continued inclusion
on The Nasdaq SmallCap Market pursuant to an exception to the
proxy solicitation, annual meeting and shareholders' equity
requirements set forth in the Nasdaq Marketplace Rules. On March
22, 2002, the Panel notified the Company of its delisting
determination.  The Company does not expect Nasdaq's
determination to have any impact on its day-to-day operations.

The Company intends to request the Nasdaq Listing and Hearing
Review Council to review the Panel's delisting determination.  
There can be no assurance that the Listing Council will decide
not to uphold the Panel's delisting determination.

The Company will file a copy of this press release with its
filings with the Securities and Exchange Commission, which
filings are available on the SEC's website at
http://www.sec.gov.

J2 Communications (Nasdaq: JTWO) owns National Lampoon, one of
the leading brands in comedy.  National Lampoon is active in a
broad array of entertainment activities, including feature
films, television programming, interactive entertainment, home
video, comedy audio CD's and book publishing. The new National
Lampoon movie, "National Lampoon's Van Wilder," is expected to
open nationwide this spring.


KAISER ALUMINUM: Bringing-In Resource Connection as Consultants
---------------------------------------------------------------
Kaiser Aluminum Corporation, and its debtor-affiliates ask the
Court for authority to employ Resources Connection as employee
compensation consultants.

Paul N. Heath, Esq., at Richards, Layton & Finger in Wilmington,
Delaware, says that Resources is particularly well qualified to
serve as the Debtors' employee compensation consultants as it
possesses substantial expertise in advising troubled companies
with respect to employee compensation and related issues.
Resources' consultants have assisted numerous organizations in
connection with the development of employee compensation
programs and human consulting, including First American
Financial Corporation, Blue Shield of California, Western
Resources, Inc., Cendant Corporation and SkyAuction.com.  
Resources' professionals have experience providing services to
debtors and other constituencies in numerous cases under the
Bankruptcy Code, including AMRESCO, Inc., Circle K Corporation,
El Paso Electric Company, The LTV Corporation, Crystal Oil
Corporation, Drypers Corporation, The Elder-Beerman Stores
Corporation, Federated Department Stores, R.H. Macy & Company,
Inc., United Gas Pipeline and Western Company of North America.

Mr. Heath contends that Resources also is familiar with the
Debtors' current corporate retention needs because it has
designed or reviewed compensation programs for the Debtors for
at least 3 years (including the period leading up to the
petition date).  Consequently, Resources' professionals, having
worked closely with the Debtors' management, human resource
staff and other professionals, have become well-acquainted with
the Debtors' compensation structure, business operations, union
agreements and related employee benefits needs and are,
therefore, effective and efficient in expending their services
in these chapter 11 cases.

Specifically, the Debtors want Resources to:

A. review and analyze the Debtors' current compensation
     structure, focusing on key employee;

B. evaluate the competitiveness of the Debtors' compensation
     levels  for key employees;

C. compare the Debtors' compensation programs to other companies
     that have  gone through a similar restructuring;

D. prepare a cost/benefit analysis of current and proposed
     employee compensation packages;

E. prepare a process for the Debtors to identify and prioritized
     the placement of employees;

F. assist and advise the Debtors in developing and implementing
     new employee compensation and retention programs;

G. develop a severance program for the Debtors' employees and
     assist the Debtors in implementing that program; and,

H. provide  such other employee compensation and human resources
     consulting services as may be requested by the Debtors.

At the Debtors' request, the firm's ordinary and customary
hourly rates have been discounted by 10%.  Resources
professionals' will charge the Debtors:

            Position               Hourly Rate
     ------------------------     -------------
     Executive Vice President         $405
            Director                  $360
         Senior Consultant            $270
           Consultant                 $225
         Administrative               $135

Resources estimates that the development of compensation
programs for the Debtors will cost about $50,000 to $150,000
depending on the nature, extent and complexity of the programs
developed.

Mr. Heath relates that Resources received a $25,000 initial
retainer as payment for prepetition and future services, $22,545
of which will be applied for services provided to the Debtors
prior to petition date, leaving a $2,455 as a post petition
retainer.  The Debtors made one other payment in the amount of
$10,870 to Resources during the year immediately preceding the
petition date.

Mr. Brent Longnecker, executive vice president of Resources
Connection, discloses to the Court that his firm currently
serves or has worked on matters unrelated to these chapter 11
cases with:

A. Current Clients: Flowserve Corp., Reliant Energy Inc., Texas
     Biotechnology Inc., Stoneridge Property Owner's Assoc.,
     Capital Group International, Capital Guardian Trust,
     Wellington Management Company, Arthur Andersen, Jones Day
     Reavis & Pogue, State Street Bank and Trust, Bank of
     America, Alliance Capital Management, Bank of Hawaii,
     Bankers Trust Company, Capital Research & Management
     Company, Catholic Health Initiative, Conseco, Fidelity,
     Merrill Lynch, Kaiser Aluminum & Chemical Corp., Morgan
     Stanley, Prudential, Putnam, State Street Global Advisors,
     TCW Leveraged Income Trust, Times Mirror Company, Schnitzer
     Steel Industries, Inc., Swiss Re New Markets, Zurich
     Specialties, Enron, Pechiney Ugine Kuhlmann, Heller Ehrman
     White & McAuliffe, JP Morgan Chase, Teamsters Union, Ondeo
     Nalco, Pechiney Rolled Products, Vallen Safety Supply,
     Xerox Corp.;

B. Former Clients of Brent Longnecker: Weingarten Realty
     Investors, Bank of Oklahoma;

C. Parties Which Have Been Employed by Resources Connection:
     Deutsche Bank as Resources' investment banker, Credit
     Suisse as Resources' investment banker, Great Plains Trust
     Co. which manages Resources' employee stock purchase plan;

D. Former Client of Resources/Brent Longnecker: Raymond
     Milchovich, whose employment agreement was designed by
     Resources when he became CEO of Kaiser Aluminum & Chemical
     Corp.; and,

E. Parties Related to Brent Longnecker: Kinder Morgan Property,
     where Brent is a passive investor, Credit Suisse
     Institutional High-Yield Fund, where Brent is a passive
     investor in this fund. (Kaiser Bankruptcy News, Issue No.
     4; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


KMART CORP: Committee Signs-Up Winston & Strawn as Local Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Kmart
Corporation seeks the Court's authority to retain Matthew J.
Botica, Esq., David W. Wirt, Esq., and the law firm of Winston &
Strawn as local counsel, nunc pro tunc to January 31, 2002.

Gary H. Shapiro of Euler American Credit Indemnity, co-chair of
the Creditors' Committee, assures the Court that Winston's
attorneys are knowledgeable and experienced in bankruptcy law
and that their employment will assist the Committee in the
exercise of its powers and in the performance of its duties.  
Mr. Shapiro also notes that Mr. Botica, who will head this
engagement, has practiced in the insolvency, restructuring and
creditors' rights areas for over 25 years.

Specifically, Messrs. Botica and Wirt (and certain other
partners, associates and legal assistants at Winston & Strawn)
will:

  (a) consult with the Debtors' professionals and
      representatives concerning the administration of these
      oases;

  (b) prepare and review pleadings, motions and correspondence;

  (c) appear at and be involved in proceedings held before this
      Court;

  (d) provide legal counsel to the Committee in its
      investigation of the acts, conduct, assets, liabilities
      and financial condition of the Debtors, the operation of
      the Debtors' businesses, and any other matters relevant to
      these cases;

  (e) examine and investigate claims asserted against the
      Debtors or the Debtors' secured creditors, as applicable;

  (f) confer and negotiate with the Debtors, other patties in
      interest, and their respective attorneys and other
      professionals concerning the Debtors' businesses and
      property, Chapter 11 plan, claims, liens, and other
      aspects of these cases;

  (g) confer with and assist the Debtors in the sale of the
      Debtors' assets; negotiate with the Debtors, the secured
      lenders and other parties in interest involved in the sale
      of the Debtors' assets, the allocation of the purchase
      price for such sale, and the deposition of the proceeds
      from such sale;

  (h) as appropriate, examine, investigate and prosecute
      preference clams, fraudulent conveyance claims and other
      claims; and

  (i) provide the Committee with such other services, as the
      Committee may request.

The firm will bill at its customary hourly rates:

         Partner                     $325 - 525
         Associate                    175 - 290
         Paralegal Legal Assistant    105 - 130

Mr. Botica informs Judge Sonderby one of the Firm's partners,
Peter J. Kocoras, is the son of District Judge Charles Kocoras
for the Northern District of Illinois.  Other than Mr. Kocoras,
Mr. Botica tells the Court that no employee of the firm is
related to any district judge, bankruptcy judge or to the United
States Trustee in the Northern District of Illinois.

Mr. Botica asserts that Winston & Strawn's partners and
associates:

    (a) do not have any connection with the Debtors or their
        affiliates, their creditors, or any other party in
        interest, or their respective attorneys and accountants,

    (b) are "disinterested persons" as that term is defined in
        section 101(14) of the Bankruptcy Code, and

    (c) do not hold or represent any interest adverse the
        Debtors' estates or the Committee.

Moreover, Mr. Botica informs Judge Sonderby that Winston
represents the Debtors in a Petition for Leave to Appeal to the
Illinois Supreme Court of a single-plaintiff personal injury
action and a legal malpractice action related to an underlying
personal injury action.  "The Debtors advised the firm that they
will execute a conflict waiver," Mr. Botica relates.  In
addition, Mr. Botica assures the Court that no attorneys who
have worked on these matters will perform services for the
Committee. "An ethical wall has been established within
Winston," Mr. Botica adds.

According to Mr. Botica, Winston has represented, represents,
and in the future likely will represent certain creditors of the
Debtors and other parties in interest -- but only in matters
unrelated to the Debtors' reorganization cases. (Kmart
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


LTV: Asks Court to Increase Carve-Out Under DIP Financing Order
---------------------------------------------------------------
Bruce Bennett, Esq., at Hennigan, Bennett & Dorman, acting as
"Special Financing Counsel" for LTV Steel, asks Judge William
Bodoh to enter an Order modifying the DIP Financing Order to
increase the amount of the Carve-Out for satisfaction of
professional fees and expenses.

                The Postpetition Financing Order

Mr. Bennett reminds the Court that, since the Petition Date, the
LTV Debtors have obtained several postpetition financing
packages, each secured by different liens against various assets
owned by different LTV Debtors.  The DIP Lenders, which were
also parties to the prepetition inventory and accounts
receivable financing transactions, provided one postpetition
financing facility for $582,000,000.  That DIP Financing package
is governed by the Revolving Credit and Guaranty Agreement dated
as of March 20, 2001, among the Debtors, the Chase Manhattan
Bank, and Abbey National Treasury Services plc, and Judge
Bodoh's Final Order approving it.

The DIP Financing is secured with liens on substantially all of
the assets of the Debtors, including first-priority senior liens
on the cash, accounts receivable and inventory of the Debtors'
integrated steel business, as well as Copperweld Corporation
cash and accounts receivable.  During the negotiation of the DIP
Financing, the DIP Lenders agreed that in the event of a default
under the DIP Credit Agreement the DIP Lenders would carve out
$5,000,000 of their collateral to satisfy the unpaid fees and
expenses of professionals retained in these cases.

                       The APP and Shortfall

Because of continued declines in the performance of the
integrated steel business and the inability of the Debtors to
obtain additional financing, the Debtors sought and obtained
approval of the APP under which the Debtors shut down the
integrated steel business.  The implementation of the APP
required substantial modifications to the DIP Credit Agreement
and the DIP Order.  Among other things, the implementation of
the APP triggered the application of the carve-out.
Unfortunately, the existing amount of the carve-out was
insufficient to pay professionals in full for the amount of fees
and expenses which remained outstanding.  In anticipation of
this shortfall, the Debtors asked the DIP Lenders to consent to
use of a greater portion of their collateral to pay professional
fees and expenses incurred before November 20, 2001.  
Ultimately, the DIP Lenders only consented to increase the
amount of the carve-out from $5,000,000 to $6,950,000. After the
implementation of the APP and the initial funding of the carve-
out account, the Debtors had the opportunity to calculate the
amount of unpaid professional fees and expenses incurred before
November 20, 2001, and determined that the current amount of the
carve-out, even as modified, fell significantly short of
compensating professionals for unpaid fees and expenses.  
Because the Debtors do not have unencumbered assets, they were
required, once again, to request that the DIP Lenders devote an
additional portion of their collateral for the repayment of
professional fees and expenses.  During the approval process for
an amended budget for the APP to accommodate this increase, the
DIP Lenders consented to allow the Debtors to reserve an
additional $1,050,000 of their collateral into the carve-out,
brining the total amount of the carve-out to $8,000,000.  The
Debtors believe that, while professionals may not be paid in
full, the current amount of the carve-out as modified should
provide sufficient payment to professionals to ensure their
continued service.

                     The Debtors' Argument

The Debtors therefore request that Judge Bodoh issue a modified
Order to state that "the Borrower shall deposit the sum of
$8,000,000 into a segregated interest-bearing account at JP
Morgan" as the carve-out amount, and that the maximum amount of
the carve-out be set at $8,000,000.

The Debtors believe that the DIP Lenders' secured claims "take
precedence over the satisfaction of the administrative claims of
these estates, including professional fees and expenses.  The
claim priorities established by Congress in the Bankruptcy Code
also establish the primacy of the DIP Lenders' secured claims.  
However, a secured creditor, especially a postpetition lender,
may consent to the payment of specific expenses out of the
proceeds of its collateral. Consistent with the terms of the
priority provisions of the Bankruptcy Code, the DIP Order, and
the proposed financing modification, the DIP Lenders have
consented to a limited use of their collateral to increase
the amount of the carve-out to a maximum of $8,000,000.

Mr. Bennett says that "although the DIP Lenders' consent to the
APP Budget to pay the APP Expenses necessarily results in some
administrative claimants being paid during the implementation of
the APP and others only after the DIP Lenders' secured claims
have been satisfied, the relative priority of the administrative
claimants is not affected and, therefore, does not disturb the
Bankruptcy Code's priority scheme that was established by
Congress.

Moreover, Mr. Bennett says, the DIP Lenders recognize that, in
the absence of their consent to this increase, the Debtors would
be unable to compensate professionals which are necessary for
the continued administration of these cases.  Accordingly, the
increase to the carve-out and the carve-out amount is not only
consistent with the provisions of the Bankruptcy Code but also
essential to the realization of the maximum value of the assets
of the Debtors' estates by permitting limited funds to be
expended to retain professionals necessary to successfully
administer these cases.  Accordingly, the Debtors ask Judge
Bodoh to bless this proposed modification. (LTV Bankruptcy News,
Issue No. 27; Bankruptcy Creditors' Service, Inc., 609/392-
00900)


LTV CORP: Foundation Extends $14MM Grant to United Way Services
---------------------------------------------------------------
The LTV Foundation announced that it has made a $14 million
grant to United Way Services which the agency will administer as
a special LTV Legacy Fund.  The purpose of the grant is to
alleviate the hardship experienced by LTV employees and others
impacted by the shutdown and liquidation of LTV Steel.  The LTV
Foundation is an independent philanthropic organization with
assets not affected by the LTV bankruptcy.

Beginning Friday, the United Way will notify salaried and hourly
employees by mail of their eligibility to receive a hardship
grant.  The grants will vary in amount from $500 to $3,000,
based on the available pool of LTV Foundation Assets transferred
to the United Way. The first grants will be issued about two
weeks after the first application deadline of April 20.
Approximately 1,600 former LTV employees are eligible for the
initial payment of up to $3,000.  Only "non-officer" employees
terminated on or after December 7, 2001 who received neither
severance, supplemental unemployment benefits or health care
insurance will receive the first grant applications. In
addition, approximately 10,000 employees who lost their
employment in 2001 and 2002 will be eligible to apply for
Supplemental Hardship Grants. Applications for the Supplemental
Hardship Grants will be mailed in May.

"We appreciate the willingness of United Way Services," said
Glenn J. Moran, chairman and chief executive officer of The LTV
Corporation, "to administer this very important program.  The
agency will provide volunteer oversight through the Legacy Fund
Committee and provide hardship grants to help meet individual
and community needs created by the shutdown of LTV Steel."  Mr.
Moran said that the Foundation also would provide grants
totaling in excess of $1.5 million to United Way Services and
other charitable foundations in its steel plant communities for
delivery of core services and to cover administrative costs.

The LTV Corporation (OTC Bulletin Board: LTVCQ), along with 48
subsidiaries, filed voluntary petitions under Chapter 11 of the
U.S. Bankruptcy Code on December 29, 2000. The cases were filed
in the U.S. Bankruptcy Court, Northern District of Ohio, Eastern
Division and jointly administered as Case No. 00-43866.  On
December 7, 2001, the U.S. Bankruptcy Court authorized
implementation of an Asset Protection Plan that included the
shutdown and sale of all integrated steel assets.  The LTV
Corporation continues to state that shares of its common stock
are worthless because the value generated by the sale of assets
will be insufficient to provide a recovery for common
shareholders.


LITTLE SWITZERLAND: Closes Fin'l Workout with New $12MM Facility
----------------------------------------------------------------
Little Switzerland, Inc. (OTC Bulletin Board: LSVI), the
Caribbean-based specialty retailer, announced that it has
successfully completed the closing of a new $12 million senior
secured credit facility with Congress Financial Corporation.
This new facility will be used to repay approximately $3.6
million in outstanding indebtedness under the Company's existing
credit facility with J.P. Morgan Chase, which was scheduled to
expire on June 2002, as well as for ongoing working capital
purposes. The facility, which matures in 2005, enables the
Company to borrow up to $12 million, of which $4 million will be
a term loan and is secured by substantially all of the Company's
US and USVI assets.

Commenting on the refinancing, Patrick J. Hopper, EVP CFO, said,
"The closing of this facility marks the completion of the last
major financial hurdle faced by Little Switzerland in the
restructuring of our business and enhances our financial and
operational flexibility. This financing, combined with the May
2001 equity and debt investment by Tiffany and Company and its
affiliates, completes our financial restructuring."

Robert Baumgardner, President and CEO, commented, "With the
closing of this facility, our management team can now place all
of our efforts on returning our business to profitability in the
near future while executing our planned growth strategies, which
includes the opening of new TIFFANY & Co. boutiques in select
Caribbean markets."

Little Switzerland, Inc. is a leading specialty retailer of
brand name watches, jewelry, crystal, china and accessories,
operating 21 stores on five Caribbean islands, Florida and
Alaska. The Company's primary market consists of vacationing
tourists attracted by free-port pricing, duty-free allowances
and a wide variety of high quality merchandise.


LODGIAN INC: Asks Court to Extend Deadline to Remove Actions
------------------------------------------------------------
Lodgian, Inc., and its debtor-affiliates ask the Court for an
order extending the time within which they may file notices to
remove prepetition civil actions pending in remote courts for
continued litigation.  Specifically, the Debtors ask for an
order extending the deadline imposed by Rule 9027 of the Federal
Rules of Bankruptcy Procedure to the earliest of:

A. September 16, 2002, the 270th day after the Commencement
   Date,

B. 30 days after entry of an order terminating the automatic
   stay with regard to the particular action to be removed,
   or

C. 30 days after the qualification of a trustee in one of the
   Debtors' Chapter 11 cases, but not later than 300 days
   after the Commencement Date.

Adam C. Rogoff, Esq., at Cadwalader Wickersham & Taft in New
York, New York, informs the Court that due to the magnitude of
the Debtors' operations and the number of states in which it
conducts business, the Debtors are party to numerous actions
currently pending in various states. The State Court Actions
involve a variety of claims, including, breach of contract and
personal injury claims.

When determining whether to remove any State Court Action, Mr.
Rogoff relates that the Debtors must conduct a comprehensive
analysis of pending civil actions and various factors under
Section 1452.  Then they must determine whether the outcome of
such State Court Actions might alter the Debtors' rights and
liabilities or affect the ultimate distribution to the Debtors'
creditors. At present, the Debtors have not yet had an
opportunity to evaluate these factors to determine which State
Court Actions it will seek to remove.

Mr. Rogoff submits that the Debtors will not have sufficient
time to properly and accurately analyze each of the State Court
Actions and make the appropriate determinations concerning
removal of specific actions within the original time period
prescribed by Bankruptcy Rules 9027. Accordingly, the Debtors
submit that cause exists to grant an extension of time to
determine which State Court Actions, if any, should be removed,
and then to remove such actions.

Mr. Rogoff explains that the extension will afford the Debtors a
sufficient opportunity to make fully informed decisions
concerning removal of each State Court Action. This will assure
that the Debtors do not forfeit valuable rights of removal under
Section 1452. Further, the rights of the Debtors' adversaries
will not be prejudiced by such an extension. In that regard,
Section 362(a) of the Bankruptcy Code automatically stays
prosecution of the State Court Actions against the Debtors.

Moreover, Mr. Rogoff assures the Court that if the Debtors are
ultimately successful in removing any of the State Court Actions
to federal court, then any party to such action may seek to have
it remanded to the state court pursuant to Section 1452(b).
Therefore, the requested extension of time during which the
State Court Actions may be removed will not prejudice the rights
of other parties. (Lodgian Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


MAGNUM HUNTER: Completes Merger Transactions with Prize Energy
--------------------------------------------------------------
Magnum Hunter Resources, Inc. has filed record with the SEC
relating to 11,811,073 outstanding warrants of Prize Energy
Corp., which merged into a wholly owned subsidiary of Magnum
Hunter Resources, Inc. on March 15, 2002. Under the terms of the
Prize warrants, upon completion of the merger each warrant
automatically converted into the right to receive, after payment
of the $4.00 exercise price, one-seventh of the merger
consideration attributable to one share of Prize common stock.
The merger consideration attributable to one share of Prize
common stock was 2.5 shares of Magnum Hunter common stock and
$5.20. Accordingly, seven warrants will need to be exercised at
an aggregate exercise price of $28.00 to acquire the merger
consideration attributable to one share of Prize common stock.
More specifically, for every seven warrants exercised,
warrantholders will receive 2.5 shares of Magnum Hunter common
stock and $5.20. The exercise price of the warrants and the
number of shares of Magnum Hunter common stock are subject to
adjustment in the event of stock dividends, stock splits,
reclassifications and other events.

Under this document, the holders of 9,164,038 of these warrants
may offer and sell either their warrants, or the 3,272,871
shares of Magnum Hunter's common stock issuable upon exercise of
their resale warrants. The recorded document also covers the
issuance of 3,272,871 shares of Magnum Hunter common stock to be
issued pursuant to the exercise of any resale warrants that have
been sold prior to exercise. In addition, the document covers
the issuance of 945,370 shares upon exercise of the remaining
2,647,035 warrants.

Magnum Hunter's common stock is listed on the American Stock
Exchange under the symbol "MHR." The warrants are listed on the
American Stock Exchange under the symbol MHR.WS.A.

The independent exploration and production company has proved
reserves of 367 billion cu. ft. of natural gas equivalent (74%
is natural gas) in the midcontinent, Permian Basin, and onshore
and offshore Gulf of Mexico (where it partners with Remington
Oil and Gas and Wiser Oil). It owns interests in 3,000 producing
wells. In addition, Magnum Hunter owns more than 480 miles of
gas gathering systems and a half interest in three gas
processing facilities. The company markets gas in the western US
through 30%-owned NGTS and provides oil field services through
subsidiary Gruy Petroleum Management. In 2001 the company
announced plans to acquire Texas-based Prize Energy for $320
million. Natural gas distributor ONEOK owns 22% of Magnum
Hunter. At  September 30, 2001, Magnum Hunter Resources recorded
a working capital deficiency of about $7 million.


METALS USA: Seeks Approval to Assume Wortham Insurance Contracts
----------------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates ask the Court for
permission to assume executory insurance contracts with John L.
Wortham & Son LLP, providing the Debtors insurance coverage for
their business operations and properties.

Zack A. Clement, Esq., at Fulbright & Jaworski LLP in Houston,
Texas, informs the Court that as of January 14, 2002, the pre-
petition insurance premiums and fees that are due to Wortham in
connection with the contract were $258,166.14.  Meanwhile, the
post-petition insurance premiums and commissions which will
become due under the Wortham contract through the conclusion of
the present two-year program on September 30, 2002 totals
$1,037,394.

Mr. Clement admits that the Debtors defaulted for the sum of
$258,166 in their obligations to pay Wortham for pre-petition
insurance premiums and commissions.  The Debtors intend to cure
the prepetition default upon assumption of the Insurance
Agreements.

Mr. Clement urges the Court to approve the motion because the
rates the Debtors pay under the contracts are substantially
below current market rates.  The Debtors can show adequate
assurance of future performance under the contracts because they
continue to operate a viable business entity and will have the
income necessary to perform under the contracts. (Metals USA
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


METATEC INT'L: Shareholders' Equity Deficit Tops $9 Million
-----------------------------------------------------------
Metatec International, Inc. (Nasdaq:META) announced its year-end
and fourth quarter 2001 results. The company also reviewed the
progress it made on a number of initiatives announced in 2001 to
refocus the company and position it for a return to
profitability.

Revenue for the year ended Dec. 31, 2001, was $77.3 million
compared to $104.2 million for the year ended Dec. 31, 2000.
Revenue for the fourth quarter ended Dec. 31, 2001, was $19.9
million compared to $24.1 million for the fourth quarter ended
Dec. 31, 2000. The decrease in revenues was attributable to
overcapacity and severe price competition in the CD-ROM
manufacturing market, a weaker economy, the closing of its
Silicon Valley facility and management's decision during 2001 to
reduce the number of low-margin disc manufacturing customers.

Operations resulted in a loss before income taxes of $29.9
million for the year ended Dec. 31, 2001, compared to a loss
before income taxes of $18.4 million for the year ended Dec. 31,
2000. The 2001 results included a charge for impairment of
goodwill and long-lived assets and other restructuring costs in
the total amount $20.6 million, which was in line with the
estimate announced on Feb. 8, and which is compared to similar
charges of $16.1 million incurred in the year 2000. The 2001
charges related to workforce reductions at the company's Dublin
and Netherlands facilities and the closure of its Silicon Valley
manufacturing facility, which charges were primarily incurred
during the fourth quarter of 2001. Cash flow from operations was
$5.1 million in 2001, compared to $14.8 million for the year
ended Dec. 31, 2000.

For the fourth quarter ended Dec. 31, 2001, operations resulted
in a loss before income taxes of $22.4 million compared to a
loss before income taxes of $17.1 million for the same quarter
of the prior year. The fourth quarter 2001 results included a
charge for impairment of goodwill and other restructuring costs
in the total amount of $20.1 million that compared to similar
charges of $15.7 million in the same quarter of 2000.

Operations resulted in a loss after taxes of $30 million for the
year ended Dec. 31, 2001, compared to a loss after taxes of
$17.5 million for the year ended Dec. 31, 2000. For the quarter
ended Dec. 31, 2001, operations resulted in an after tax loss of
$22.5 million compared to an after tax loss of $16.5 million for
the quarter ended Dec. 31, 2000.

Basic and diluted weighted average number of shares outstanding
for the year ended Dec. 31, 2001, was 6,136,002 compared to
6,085,426 for the year prior. Basic and diluted weighted average
number of shares outstanding for the fourth quarter ended Dec.
31, 2001, was 6,136,113 compared to 6,096,113 for the comparable
quarter a year earlier.

Separately, Metatec said that it anticipates moving to the Over
The Counter (OTC) bulletin board from the Nasdaq National Market
by May 2002 in light of Metatec's non-compliance with Nasdaq
National Market continued listing requirements. Management said
that in terms of liquidity, the average trading volume on the
OTC bulletin board supports the kind of trading volume that
Metatec has historically experienced.

               Company Views 2001 As Watershed Year

"The year 2001 will go down as a refocusing and rebuilding year
for Metatec, and we can take satisfaction in knowing that we did
the things we said we would do to reposition the company for a
return to profitability," said Christopher A. Munro, president
and chief executive officer.

Munro reviewed the progress made in 2001 and early 2002 on a
number of initiatives and other developments:

     --  Metatec completed a new long-term financing agreement
with its current bank group. The new agreement covers
approximately $18 million in debt under a term loan and
revolving credit plan.

     --  The company completed the closure of its Silicon Valley
manufacturing plant, including the termination of the lease and
the sale of the assets related to the plant. The closure will
save the company $9.5 million in operating expenses and lease
obligations over the next seven years.

     --  The company reduced its workforce by 42 percent from a
year ago, reduced manufacturing capacity by 35 percent and
eliminated a number of low-margin disc manufacturing customers.

     --  The board of directors appointed Munro as chief
executive officer in December 2001. Munro brings 20 years of
experience in supply chain services and logistics and is the
driving force behind the company's focus on growing its supply
chain solutions-based service offerings.

     --  In February 2002, Gary W. Qualmann accepted the
appointment as chief financial officer of the company. Qualmann,
who facilitated the sale of Silicon Valley assets and
successfully negotiated new financing for the company, will
focus on expanding communications with the financial and
investment communities.

     --  Metatec has reorganized its sales effort within
business units that focus on specific niches such as computer
software, hardware, publishing, interactive entertainment and
certain industrial markets. This allows more efficient use of
sales resources and allows closer relationships to occur with
customers.

     --  Sales activities in the company's higher margin supply
chain services business and electronic software distribution
business showed progress during the year. In addition, use of
Metatec Exchange, a suite of productivity software tools that
allows customers to increase their visibility into the supply
chain, doubled over the same period last year.

               Customer Activity Increased

Munro said that the company made progress in 2001 in signing new
customers and expanding existing customer relationships.

He noted that the company:

     --  signed a leading provider of digital images as a supply
chain customer.

     --  signed a contract renewal with a leading information
services and cataloging company to continue as its primary
supplier of CD-ROM and DVD manufacturing services.

     --  signed an e-business software applications company as
an electronic software distribution customer.

     --  signed a one-year extension to a four-year relationship
with a major computer software customer for supply chain
services.

     --  signed a leading global investment research firm to a
full suite of supply chain services.

     --  was selected as the primary supply chain services
provider by one of the largest interactive game distributors in
the U.S.

Metatec International enables companies in the computer
hardware, software, telecommunications and media/publishing
markets to streamline the process of delivering products and
information to market by providing technology driven supply
chain solutions that increase efficiencies and reduce costs.
Technologies include CD-ROM and DVD manufacturing services, a
full range of supply chain management services and secure
Internet-based software distribution services. Extensive real-
time customer-accessible online reporting and tracking systems
support all services. Metatec maintains operations in Ohio and
The Netherlands.

At December 31, 2001, the company had a total shareholders'
equity deficiency of $9.1 million.

More information about Metatec is available by visiting the
company's web site at http://www.metatec.com  
http://www.metatec.nland http://www.irbyctc.com  


MPOWER HOLDING: Will File Prepackaged Chapter 11 Before May
-----------------------------------------------------------
Mpower Holding Corporation (Nasdaq: MPWR), a facilities-based
broadband communications provider, announced that it has
successfully completed its bondholder solicitation which
resulted in more than 99% of the holders of Mpower's 2010 Senior
Notes entering into voting agreements with the company in
support of its proposed recapitalization plan announced on
February 25, 2002. Each bondholder who participated in the
solicitation will receive a consent fee equal to their pro-rata
share of approximately $19 million.

In addition, Mpower announced that more than two-thirds of the
holders of its issued and outstanding shares of preferred stock
have also entered into voting agreements with the company in
support of the proposed recapitalization plan.

"We are extremely pleased that our proposed recapitalization
plan has received the up-front support of our 2010 Senior
Noteholders and preferred shareholders, and that they and all
current stakeholders in Mpower, are expected to continue to be
stakeholders in our reorganized company," said Mpower
Communications Chief Executive Officer Rolla P. Huff.  "We
believe our plan will create a financially stronger company
which will benefit our employees, customers, equity holders and
creditors."

With the necessary backing of these key constituencies, Mpower
plans to move forward with its recapitalization plan, which
would retire $583.4 million in debt and preferred stock in
exchange for $19 million in cash and new equity in the
reorganized company.  Mpower and its subsidiaries, Mpower
Communications Corp. and Mpower Lease Corporation, intend to
implement the proposed recapitalization plan by commencing a
voluntary, pre-negotiated Chapter 11 proceeding no later than
April 30, 2002.  Mpower is operating at full capacity, providing
its complete range of services to customers throughout this
process, and is continuing its ongoing efforts to secure
additional funding needed to complete its plan.

Subject to the court's approval, Mpower's proposed
recapitalization plan would provide that its 2010 Senior
Noteholders receive 85% of the common stock of the recapitalized
company issued and outstanding on the effective date of the
plan, and be entitled to nominate four new members to the
reorganized company's seven member Board of Directors.  The
company's preferred and common stockholders would receive 13.5%
and 1.5% respectively of the common stock of the recapitalized
company on the effective date of the plan, and the preferred
stockholders would be entitled to nominate one new director to
the reorganized company's Board of Directors.

"With a pre-negotiated path to significantly reduce our long
term debt and preferred stock, we believe that we are now in a
stronger position to secure the funding we need to carry out our
recapitalization plan," added Huff.

"We are continuing to meet with prospective equity and debt
investors toward that end."

Also, Mpower announced that next week it will voluntarily move
from the NASDAQ National Market to the NASD Over the Counter
Bulletin Board. Mpower's common and preferred stock will
continue to trade under the symbols MPWR and MPWRP respectively.  
After the company files Chapter 11, its stock will continue to
trade on the Over the Counter Board, but its symbols will
change.

Mpower Holding Corporation (Nasdaq: MPWR) is the parent company
of Mpower Communications Corp., a facilities-based broadband
communications provider offering a full range of data,
telephony, Internet access and Web hosting services for small
and medium-size business customers. Further information about
the company can be found at http://www.mpowercom.com  


NATIONAL STEEL: Court Okays Skadden Arps as Special Counsel
-----------------------------------------------------------
National Steel Corporation and its debtor-affiliates sought and
obtained Judge Squires' permission to employ and retain Skadden,
Arps, Slate, Meagher & Flom as their special counsel in
connection with their chapter 11 cases.

Ronald J. Werhnyak, Vice President, General Counsel and
Secretary of National Steel Corporation, explains that the
Debtors selected Skadden Arps because of the firm's pre-petition
experience with, and knowledge of, the Debtors and their
businesses, as well as its experience and knowledge in the field
of debtors' and creditors' rights and business reorganizations
under chapter 11. The Debtors believe that Skadden's continued
representation will cause the least disruption to their business
because the firm is uniquely familiar with their business and
legal affairs. "Skadden Arps is well-qualified to continue to
represent the Debtors' legitimate business interests in these
areas and to coordinate with and assist the law firm of Piper
Marbury Rudnick & Wolfe to perform the legal services that will
be necessary during these chapter 11 cases," Mr. Werhnyak says.

For many years, Mr. Werhnyak relates, Skadden Arps has performed
extensive legal work for the Debtors in relation to corporate,
financing, litigation and arbitration, securities, tax and other
significant matters.  Skadden Arps has also represented the
Debtors in their negotiations with their senior secured lenders
for debtor-in-possession financing.  Thus, Skadden Arps has
extensive knowledge about the Debtors and its businesses as well
as its capital structure, financing documents and other material
agreements.  "These cases will likely involve significant
corporate transactions, labor, employee benefit and litigation
matters, the kind which Skadden Arps has represented the Debtors
before," Mr. Werhnyak adds.

Specifically, Skadden Arps will be:

  (i) advising the Debtors and assisting the Debtors' counsel in
      connection with corporate transactions, including those
      contemplated by any plan of reorganization and the
      evaluation of unexpired leases and executory contracts;

(ii) advising the Debtors and assisting the Debtors' counsel in
      connection with the Debtors' post-petition financing and
      cash collateral arrangements and negotiating and drafting
      documents;

(iii) advising the Debtors and assisting the Debtors' counsel in
      negotiating and drafting plans of reorganization and in
      connection with the Debtors' disclosure obligations,
      including advising the Debtors and assisting the Debtors'
      counsel with respect to continuing disclosure and
      reporting obligations under securities laws and drafting a
      disclosure statement to accompany a plan of
      reorganization;

(iv) advising the Debtors and assisting the Debtors' counsel
      with respect to general corporate legal issues arising in
      the Debtors' ordinary course of business, including
      attendance at senior management meetings and meetings of
      the board of directors and advising the Debtors on labor,
      employee, environmental, insurance, securities and
      regulatory matters;

  (v) attending meetings and participating in negotiations;

(vi) representing the Debtors and, to the extent no divergence
      of interest exists, the directors and officers in
      connection with litigation, relating to securities law or
      corporate governance issues and related indemnification
      claims;

(vii) appearing before this Court, any district or appellate
      courts, and the U.S. Trustee; and

(viii) performing all other necessary legal services and
      providing all other necessary legal advice to the Debtors.

Timothy R. Pohl, Esq., a Skadden member in Chicago, Illinois,
tells the Court that in connection with an Engagement Agreement,
Skadden Arps received a $500,000 retainer for professional
services and expenses.  Prior to the Petition Date, Skadden Arps
submitted invoices on a periodic basis.  "The Debtors were
invoiced for fees and expenses, including estimated unposted
professional fees and expenses through the Petition Date," Mr.
Pohl says.  According to Mr. Pohl, Skadden Arps received,
exclusive of the retainer, approximately $3,468,439 from the
Debtors for legal services performed and charges and
disbursements incurred, including approximately $568,319 in fees
and charges and disbursements incurred in connection with these
cases.

Furthermore, Mr. Pohl adds that they will promptly issue a final
billing statement for actual fees, charges and disbursements for
the period prior to the Petition Date once everything will be
posted.  To the extent that the amounts paid to Skadden Arps
exceed the final billed amount, Mr. Pohl emphasizes that such
excess payment shall be returned to the retainer account to pay
for any fees, charges or reimbursements that will remain unpaid
at the end of the reorganization cases.

Mr. Pohl relates that during the course of these cases, Skadden
Arps will invoice the Debtors no less frequently than monthly
for services rendered and charges incurred.  "Such invoices will
constitute a request for interim payments against the firm's
reasonable fee to be determined at the conclusion of the cases,"
Mr. Pohl adds.

For professional services, Mr. Pohl explains that Skadden Arps
will bill for services using its bundled rate schedules:

    Partners and Counsel              $695 - $480
    Special counsel & Associates      $470 - $230
    Legal assistants & Support Staff  $160 - $ 80

Mr. Pohl relates that the hourly rates are the firm's standard
bundled hourly rates for work of this nature.  These rates were
set fairly at a level designed to compensate the firm for the
work of its attorneys and legal assistants and cover fixed and
routine overhead expenses.  However, Mr. Pohl states that the
Debtors will be billed separately for other charges and
disbursements such as telephone charges, photocopying, ravel,
business meals, computerized research, messengers, couriers,
postage, witness fees and other fees related to trials and
hearings.

Mr. Pohl admit that Skadden Arps represented, represents and
will likely represent certain creditors of the Debtors and other
parties in interest in matters unrelated to the Debtors'
reorganization cases.

Mr. Pohl asserts that neither Skadden Arps nor any attorneys in
the firm holds or represents an interest adverse to the Debtors
or the estates with respect to the matters on which Skadden Arps
is to be retained.

According to the Engagement Agreement, Mr. Pohl notes that the
Debtors waived non-disqualifying conflicts and agreed that
Skadden Arps may represent other present and future clients on a
basis adverse to the Debtors as long as the Debtors for that
certain matter did not then previously engage Skadden Arps.

Mr. Pohl assures the Court that Skadden Arps Slate Meagher &
Flom is a "disinterested person" as defined under Section
101(14) of the Bankruptcy Code. (National Steel Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONSRENT INC: Names Phillip Petrocelli as Interim Pres. & CEO
----------------------------------------------------------------
NationsRent, Inc. (NRNT) announced that Phillip V. Petrocelli
has been appointed President and Chief Executive Officer on an
interim basis.  Mr. Petrocelli has served as Executive Vice
President of NationsRent since 1998.  Prior to joining
NationsRent, he was Senior Vice President of Western Operations
at OHM Corporation, a large national specialty contractor and
Chairman of Beneco Enterprises, a construction management
company.  Mr. Petrocelli will direct the Company through the
reorganization process until such time as a permanent president
and CEO is appointed.  To aid in this search, NationsRent has
retained, subject to the Court's approval, the executive search
firm of Korn/Ferry International. (NationsRent Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATURAL SOLUTIONS: Independent Directors Considering Bankruptcy
---------------------------------------------------------------
On March 21, 2002, the Board of Natural Solutions Corporation
(OTC BB: ICEB) met to consider the Company's future in light of
the unusually mild winter conditions and the Company's overall
financial position.

The Board voted to refer this matter to a committee of the
independent directors to consider whether it would be
appropriate to file a petition in bankruptcy.

On March 22, 2002, the committee of independent directors voted
to recommend that the Company file a petition in bankruptcy.
Subsequently, the Board of Natural Solutions Corporation met on
March 22, 2002 and voted to accept the recommendation of the
committee of independent directors and instructed the management
of the Company to take the necessary steps to file a petition in
bankruptcy on behalf of the Company as soon as possible.

Natural Solutions Corporation has the exclusive rights to
distribute Ice Ban(R) anti-icing and deicing products in the
United States.


NEON COMMS: Asks Indenture Trustee to Pay Senior Note Interest
--------------------------------------------------------------
NEON(R) Communications, Inc. (Nasdaq:NOPT), a leading provider
of advanced optical networking solutions and services in the
northeast and mid-Atlantic markets, has requested that the
previously deferred February 15, 2002 interest payment be made
by the Indenture Trustee from the pledge account to the holders
of NEON Optica's $180 Million Senior Notes due 2008. Although
the interest deferral represents an event of default under the
Senior Notes, none of the Senior Note holders has notified the
Company of their intent to exercise any remedy available under
the Senior Notes. NEON is discussing with the Indenture Trustee
the arrangements for the payment and timing of that interest
payment. NEON Optica is the wholly-owned operating subsidiary of
NEON Communications.

As previously reported, NEON is in discussions with a group
representing holders of more than two thirds of the outstanding
principal amount of the Senior Notes concerning a possible
restructuring of the Notes. The Senior Note holder group had
previously requested that the interest payment be deferred, but
later informed NEON that it had changed its request following a
final determination regarding potential income tax implications
of the deferral. The Senior Note holder group has informed NEON
that this change in its request does not reflect any change in
its intention to continue discussions with NEON.

Stephen Courter, NEON Chairman and CEO, said, "Our discussions
with debt holders are ongoing and we believe NEON is making good
progress towards restructuring our debt."

NEON Communications is a wholesale provider of high bandwidth,
advanced optical networking solutions and services to
communications carriers on intercity, regional and metro
networks in the twelve-state northeast and mid-Atlantic markets.


PACIFIC GAS: Gets OK to Modify BNY Western Trust Stipulation
------------------------------------------------------------
About a month after Pacific Gas and Electric Company filed for
bankruptcy, the Court issued its Order approving PG&E's
Stipulation with BNY Western Trust Company, as successor
Indenture Trustee with respect to certain mortgage bonds issued
by PG&E: (1) authorizing and restricting use of Cash Collateral
pursuant to 11 U.S.C. Sec. 363 and Bankruptcy Rule 4001 and (2)
granting adequate protection pursuant to 11 U.S.C. Secs. 361 and
363.

Thus, PG&E sought and obtained the Court's authority to modify
the Stipulation with BNY, to provide for PG&E's timely payment
of the principal amount of the bonds (1992 Series A) maturing on
March 1, 2002, in the approximate amount of $333 million.

PG&E submits that such payment will benefit the estate
financially because (1) there is little doubt that the Bonds
will eventually be satisfied in full, given that PG&E's
obligations are substantially oversecured, the company is
solvent and expects to pay all allowed claims in full, (2) the
bonds accrue interest at a rate significantly in excess of the
rates currently earned by PG&E on its cash balances.

PG&E explains that its obligations under the Indenture are
substantially oversecured because the total unpaid indebtedness
under the Bonds is approximately $3.7 billion and such
indebtedness is secured by a first-priority lien on
substantially all of PG&E's assets. PG&E reported total assets
of approximately $25 billion as of November 30 2001 on its most
recently filed Operating Report. In addition, PG&E is solvent
and expects to pay all allowed claims against the Debtor's
estate in full. PG&E's proposed Chapter 11 plan currently before
the Court provides for payment of the Bonds in full in cash
(except for a small portion of the Bonds which secure the
Debtor's pollution control bonds, which are to be replaced by
new bonds). Thus, there is little doubt that the Bonds will
eventually be satisfied in full.

With respect to interest, the 1992 Series A Bonds, which are
scheduled to mature on March 1, 2002, accrue interest at 7-7/8%
(7.875%) per annum. (The next series of Bonds scheduled to
mature is in August 2003.) If PG&E is authorized to make the
March 2002 principal payment on the Bonds, it expects to do so
using cash currently held by the estate. PG&E had a cash balance
of approximately $4.9 billion as of November 30, 2001. PG&E
submits that such payment will benefit the estate financially
because the Bonds accrue interest at a rate significantly in
excess of the rates currently being earned by PG&E on its cash
balances.

By contrast, if PG&E fails to timely make the March 2002
principal payment, it risks being in default under the
Indenture, and the negative consequences that may flow from such
a default (e.g., the potential acceleration of all series of the
Bonds). (Pacific Gas Bankruptcy News, Issue No. 27; Bankruptcy  
Creditors' Service, Inc., 609/392-0900)   


PETROLEUM GEO-SERVICES: Fitch Downgrades Trust Securities to BB+
----------------------------------------------------------------
Fitch Ratings has downgraded Petroleum Geo-Services ASA (PGO)
senior unsecured debt rating to 'BBB-' from 'BBB' and downgraded
PGO's trust preferred securities to 'BB+' from 'BBB-'. The
Rating Outlook has been changed to Stable from Negative.

The downgrade of PGO's ratings is based on high financial
leverage with a future risk that PGO, on a stand-alone basis,
may not be able to significantly reduce debt over a reasonable
timeframe. The merger between PGO and Veritas DGC has numerous
strategic benefits for both parties and the industry as a whole.

The downgrade also reflects the potential for a prolonged weak
seismic pricing environment. While PGO has a good seismic
backlog, the industry continues to experience weakness in the
demand for marine seismic data. In the near term this could
delay PGO's efforts to reduce the company's debt obligations
beyond the level expected from the sale of non-core assets.
Fitch, as always, will continue to monitor developments within
the sector. Prolonged weak performance by PGS or failure for PGO
and Veritas to merge could result in a downgrade for PGO's
securities.

In the past, PGO had relatively high fixed costs and significant
capital expenditure requirements, however capital expenditures
are expected to be reduced substantially in the future. In
addition, Fitch expects PGO will continue to make investments in
its multi-client data library, which has been a major growth
area for PGO. While the multi-client data business has been
highly profitable, this investment is also subject to the risk
of obsolescence as a result of changes in industry trend.


PILLOWTEX CORPORATION: Files Second Amended Disclosure Statement
----------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates present the
Court with a Second Amended Disclosure Statement dated March 6,
2002, to further resolve objection to the First Amended
Disclosure Statement and incorporate Judge Robinson's rulings at
the Disclosure Statement Hearing.  The Second Amended Disclosure
Statement includes these minor amendments:

  A. Under the "State Street Settlement", a provision has been
     added stating that Holders of Old 6% Debenture Promissory
     Note Claims will receive their Pro Rata Share of New Common
     Stock and New Warrants based upon such claims without any
     dilution or turnover by virtue of the subordination
     provisions of any Old 6% Debenture Promissory Notes.

  B. Under the Historical Statement of Operations Data:

     - the total amount of net sales for the year 2001 was
       changed from 1,031,021 to $1,031,055;

     - the amount of goods sold for the year 2001 was changed
       from $992,506 to $992,540;

  C. Under the Historical Balance Sheet Data:

     - the amount of working capital for 2001 was changed from
       $331,179 to $365,917;

     - the total assets for 2001 was changed from $1,085,682 to
       $1,087,627;

  D. Under the Capital Expenditures; Assets held for Sale, a
     provision has been added stating that the projections does
     not include any assumed reduction in Assets held for sale
     due to the uncertainty of the timing and net proceeds on
     disposition of such assets.

  E. Under the Principal Effects of the application of the
     Fresh-Start reporting, a provision number 2 has been added
     to this paragraph:

     - Reorganized Pillowtex has not recorded as an asset the
       estimated NOL and deferred tax debits that will be
       available at the Effective Date, as there is no assurance
       it will realize the benefits based on historical
       operating performance. Based on the Projections, however,
       the Reorganized Pillowtex will realize such benefits. In
       accordance with the Reorganization SOP, the value of such
       benefits is recorded in the periods realized (1) as a
       reduction in the values assigned to intangible assets
       under the "fresh-start" accounting principles and (2)
       once such intangible assets have been eliminated, as
       additional paid-in-capital.

  F. Under the Projected Consolidated Balance Sheets:

     - assets held for sale was changed from $5,325,000 to
       $29,325,000;

     - the total current assets was changed from $365,351,000 to
       $389,351,000;

     - the pre-effective property, plant and equipment was
       changed from $403,532,000 to $379,532,000 while the post-
       effective property, plant and equipment amount was
       changed from $135,001,000 to $116,001,000;

     - Adjustments to record under Fresh Start shows that the
       amount for property, plant and equipment was changed from
       $268,531 to $263,531 while intangible assets was
       increased from $179,894 to $184,894.

  G. Under the Projected Consolidated Statements of Cash Flows:

     - the amount for the Change in liabilities subject to
       reorganization was changed from (17,113,000) to
       (19,057,000); and

     - the Net Cash Flow was changed from (96,157,000) to
       (98,101,000);

                        Reorganized Pillowtex
                  Historical Financial Information

                                                  Year Ended
                                                     2001
     Statement of Operations Data:

     Net Sales                                 $1,031,055,000
     Cost of goods sold                           992,540,000
     Gross profit                                  38,515,000
     Selling, general and admin expenses           92,275,000
     Impairment of long-lived assets and
       restructuring charges                        51,720,000
                                                ---------------
     Earnings (loss) from operations             (105,480,000)
                                                ---------------
     Interest expense                              63,326,000
                                                ---------------
     Earnings (loss) from continuing
       operations before reorganization
       items and income taxes                     (168,806,000)
                                                ---------------
     Reorganization items                          31,401,000
                                                ---------------
     Earnings (loss) from continuing
       operations before income taxes             (200,207,000)
                                                ---------------
     Income tax expense (benefit)                           -
                                                ---------------
     Earnings (loss) from continuing
       operations                                 (200,207,000)
                                                ---------------
     Loss from discontinued operations            (22,554,000)
                                                ---------------
     Net earnings (loss)                         (222,761,000)
                                                ---------------
     Preferred dividends & accretion               16,358,000
                                                ---------------
     Earnings (loss) available for
       common shareholders                       $(239,119,000)
                                                ===============
     Other Data:

     Earnings (loss) from operations            $(105,480,000)
     Depreciation & amortization                   53,785,000
                                                ---------------
     EBITDA                                       (51,695,000)
                                                ===============

     Balance Sheet Data:

     Working capital                             $365,917,000
     Property, plant & equipment, net             453,440,000
     Total assets                               1,087,627,000
     Long-term debt, net of current portion           645,000
     Redeemable convertible preferred stock        99,185,000
     Shareholders' equity (deficit)              (329,118,000)      
(Pillowtex Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


PRECISION PARTNERS: Net Loss Doubles Due to High Interest Costs
---------------------------------------------------------------
Precision Partners, Inc., a leading supplier of precision-
machined metal parts, tooling and assemblies, announced results
for its fourth quarter and year ended December 31, 2001.

Net sales for the year ended December 31, 2001 totaled $181.2
million, a 6.6% increase over the prior year's sales of $170.0
million. The increase is primarily due to growth in the
company's sales of power generation components and the first-
time full year inclusion of sales of heavy construction and off-
road diesel engine blocks and heavy truck axle components
produced at operating facilities opened during 2000. Offsetting
the increases, in part, were weaknesses in aerospace tooling
shipments, lower business machine and medical diagnostic
equipment components sales and lower sales volume in automotive
and light truck components.

The company reported operating income of $4.5 million, before
restructuring, impairment and other charges, in the year ended
2001 compared to $5.7 million in the prior year. These
restructuring, impairment and other charges included in
operating income totaled $10.0 million and $10.2 million in 2001
and 2000, respectively. Included in the 2001 results are charges
related to the closing of production facilities at Galaxy and
Certified Fabricators (Certified) and the disposal of idle
equipment at these and other of the company's business units.
Most of the 2001 charges were recorded in the third quarter and
previously disclosed.

Operating income plus depreciation and amortization (EBITDA)
before restructuring, impairment and other charges (adjusted
EBITDA) was $23.5 million in 2001, compared to adjusted EBITDA
of $22.4 million in the prior year.

The company recorded a net loss in 2001 of $23.3 million
compared to a net loss of $16.9 million in 2000 including
restructuring, impairment and other charges in both periods. A
tax benefit recorded in 2000 and higher interest expense in 2001
due to higher average debt balances contributed to the higher
net loss in 2001.

Net sales for the fourth quarter of 2001 decreased 6.6% to $41.4
million from $44.3 million in the comparable period of 2000.
Sales decreases were the result of lower sales volume in
automotive and light truck, medical and business machine
components, despite growth in power generation equipment
components.

The company reported operating income near break-even for the
fourth quarter of 2001, compared to $1.8 million in the
comparable period of 2000. Adjusted EBITDA was $4.5 million for
the fourth quarter of 2001 versus $5.8 million during the
comparable period of 2000. The lower results were related to the
reduction in sales noted above.

Net losses, including the charges discussed below, totaled $4.2
million for the fourth quarter of 2001 compared to $2.3 million
in the comparable period of 2000. The reduction in sales and
operating income noted above and higher interest expense due to
higher average debt balances contributed to a higher net loss in
the current quarter.

As a result of the plant consolidation plans at the company's
Galaxy and Certified subsidiaries, along with the disposal of
assets and inventory valuation adjustments at the General
Automation and Gillette subsidiaries, the company incurred pre-
tax charges totaling $10.2 million in 2001. Charges in 2000
totaled $10.9 million. The charges in 2001 related to the
impairment and disposal of fixed assets, lease and other costs
related to the closure of production facilities and reductions
in the carrying value of inventory. Related cash charges of
approximately $0.4 million were incurred in the fourth quarter
of 2001, and the company expects to incur a total of $0.7
million of related cash expenses in the first and second
quarters of 2002, primarily for relocation of equipment at
Certified. The charges related to 2000 were all recorded in the
third quarter and related to the impairment of goodwill at
Galaxy, the impairment and disposal of machinery and equipment
at Galaxy and Certified and reductions in the carrying value of
inventory and other assets.

                         Outlook

John Raos, president and chief executive officer, said,
"Although we expect to benefit from the general improvement in
the U.S. economy in 2002, continuing improvement at our
automotive and industrial operations will be offset by the
recent slowdown in the power generation sector and should result
in full year sales comparable to 2001. We expect full-year
adjusted EBITDA to be marginally higher than the prior year.
Consolidated sales and adjusted EBITDA for the first quarter are
forecasted to be well below the comparable period of the prior
year."

Precision Partners, Inc. -- http://www.precisionpartnersinc.com
-- is a leading supplier of precision-machined metal parts,
tooling and assemblies for original equipment manufacturers
("OEM's") with annual sales in excess of $180 million. By using
its broad manufacturing capabilities and highly engineered
processes to provide a full line of high quality manufacturing
and sub-assembly services, as well as engineering and design
assistance, Precision Partners, Inc. meets the critical
specifications of customers in a wide range of industries who
rely on "Preferred" or "Qualified" suppliers for outsourced
manufacturing.

As reported in the February 13, 2002 edition of Troubled Company
Reporter, Standard & Poor's junk corporate credit and
subordinated debt ratings for Precision Partners Inc., remained
on CreditWatch where they were placed August 16, 2001. However,
the implications have been revised to positive from negative. At
the same time, Standard & Poor's withdrew its junk senior
secured bank loan rating on the company's $48 million bank
credit facility.

The rating actions followed the company's February 5, 2002,
announcement that it had obtained a new $75 million credit
facility. The new facility increases the company's near-term
liquidity and financial flexibility because the $22 million
portion of the revolving credit facility is currently un-drawn.


RCN CORPORATION: Sets Annual Shareholders' Meeting for May 16
-------------------------------------------------------------
The Annual Meeting of Shareholders of RCN Corporation will be
held at The Princeton Marriott in Forrestal Village, 201 Village
Boulevard, Princeton, New Jersey 08540, on Thursday, May 16,
2002, at 11:00 a.m., local time. The meeting will be held for
the following purposes:

        1.  To elect five (5) Directors to Class II to serve for
a term of three (3) years;
        
        2.  To ratify the appointment of PricewaterhouseCoopers
LLP as independent accountants of the Company for the fiscal
year ending December 31, 2002; and
        
        3.  To approve a proposal to amend the Amended and
Restated Certificate of Incorporation of the Company (as
amended) to increase the number of shares of common stock that
the Company has the authority to issue from 300,000,000 to
500,000,000.
        
Only shareholders of record at the close of business on March
20, 2002 will be entitled to vote at the meeting either in
person or by proxy.

RCN provides telephone, cable television, and high-speed
Internet services in the Eastern U.S. and California. The
company, at September 30, 2001, reported that its total
liabilities eclipsed its total assets by about $1 billion.


REFAC: Planning to Reposition Company for Sale or Liquidation
-------------------------------------------------------------
Refac (AMEX: REF) reported consolidated net income for the year
ended December 31, 2001 of $1,084,000 as compared with
$2,929,000 for the same period of 2000.

Total revenues for 2001 declined by $2,815,000 from $17,014,000
in 2000 to $14,199,000 in 2001.

The Company's planned liquidation of licensing-related
securities (KeyCorp) was completed during the second quarter of
2001. During 2000, such gains and dividends accounted for
revenues and net income of $5,054,000 and $3,386,000,
respectively, as compared to only $1,828,000 and $1,210,000,
respectively, in 2001. In addition to the $3,226,000 drop in
dividends and gains on the sale of licensing-related securities,
revenues from creative consulting services, licensing-related
activities, and dividend and interest income declined by
$1,247,000, $977,000 and $96,000, respectively, in 2001.
Revenues from the sale of consumer products increased by
$2,731,000 in 2001.

For the fourth quarter of 2001, Refac's consolidated total
revenues and net income were $3,591,000 and $209,000,
respectively, as compared to $4,073,000 and $284,000,
respectively, in 2000. As mentioned above, the Company's planned
liquidation of licensing-related securities was completed in the
second quarter of 2001 and, accordingly, the Company did not
have any dividend or gains from licensing-related securities in
the fourth quarter of 2001. In the fourth quarter of 2000, such
licensing-related securities contributed revenues and net income
of $1,253,000 and $832,000, respectively, while other operations
had an aggregate net loss of $548,000. While revenues from
creative service fees declined by $202,000 during the quarter
ending December 31, 2001, sales from consumer products increased
by $1,528,000.

     Plans to Reposition the Company for Sale or Liquidation

Robert L. Tuchman, Refac's CEO and Chairman of its Board of
Directors, also announced that Refac will reposition itself for
sale or liquidation. He pointed out that during the past year,
the market value of the Company's common stock has ranged from
$1.88 to $3.95 with the price being lower than $3.00 per share
during most of that period. The current market price is $2.70
per share. The Company's net worth as of December 31, 2001 was
$5.95 per share and the net tangible book value per share was
$4.34. He reported that after considering these facts, the
business segments in which Refac operates, its market cap and
the current economic climate, the Board of Directors has
concluded that Refac's stockholders will derive more value if
the Company is sold or liquidated than they are likely to enjoy
if the Company continues to operate in its current business
segments.

Since the sale or liquidating value of the Company is dependent
upon the consideration that it can realize from the sale of its
existing business segments and assets and the amounts required
to satisfy its liabilities and obligations, it is not possible
to determine the amount of cash or other assets that it will
have after completion of these transactions. It should also be
noted that payment of the purchase price under one or more of
these transactions might extend over a period of years as might
the settlement of some of the Company's obligations, including,
but not limited to its leasehold. While no time limit has been
set to complete the repositioning of the Company, the Company
currently estimates that it can take up to 2 years. The Company
views all its business segments as viable and will continue to
operate all of them on a going-concern basis pending sale.

As an incentive to management to seek buyers for the Company's
businesses and assets on terms that will maximize shareholder
value, it has entered into agreements with Robert L. Tuchman,
CEO, and Ray Cardonne, CFO, under which they will be entitled to
an aggregate of 20% of the excess assets available for
distribution to stockholders over and above $10,000,000 or
approximately $2.63 per share based on the 3,795,261 shares
currently outstanding.

Tuchman also announced that the Company's Annual Meeting will be
held on June 24, 2002.

For almost 50 years, Refac has been a recognized international
leader in intellectual property management. Today, the company
is a leading consulting firm with expertise in licensing,
product development, and graphic design and communications.


SMTC CORP: Will Close Cork Unit to Consolidate Europe Operations
----------------------------------------------------------------
SMTC Corporation (Nasdaq: SMTX), (TSE: SMX), a global provider
of electronics manufacturing services to the technology
industry, will close its facility in Cork, Ireland and that it
is taking steps to place the subsidiary that operates that
facility in voluntary liquidation. SMTC will continue to conduct
European operations through its Donegal, Ireland facility, a
separately owned subsidiary.

SMTC said it remains comfortable with its guidance on financial
results for the first quarter of 2002, reaffirming an adjusted
loss of ($0.15) to ($0.17) per share, before any amortization of
goodwill, restructuring or other charges.

SMTC expects to take an $8-10m restructuring charge against
earnings for the first quarter as a result of this development,
the company said.

"Our 2001 restructuring initiative has kept us focused on
continually looking for ways to improve our operating
efficiencies," said Paul Walker, President and CEO of SMTC.
"Consolidating our European operations into one facility is a
logical step toward significant cost-savings, while maintaining
a European presence."

SMTC reported fourth quarter 2001 revenues of $132 million,
exceeding analyst expectations. The Company was also recently
advised that Simoco, a customer SMTC served from its facility in
Cork, had an Administrator appointed by the courts in the United
Kingdom as part of a financial restructuring. SMTC is continuing
discussions with the Administrator to mitigate its risk and
remains prepared to provide manufacturing services to the Simoco
Administrator once Simoco's restructuring is complete.

SMTC Corporation is a global provider of advanced electronic
manufacturing services to the technology industry. The Company's
electronics manufacturing and technology centers are located in
Appleton, Wisconsin, Austin, Texas, Boston, Massachusetts,
Charlotte, North Carolina, San Jose, California, Toronto,
Canada, Donegal, Ireland and Chihuahua, Mexico. SMTC offers
technology companies and electronics OEMs a full range of value-
added services including product design, procurement,
prototyping, printed circuit assembly, advanced cable and
harness interconnect, high precision enclosures, system
integration and test, comprehensive supply chain management,
packaging, global distribution and after-sales support. SMTC
supports the needs of a growing, diversified OEM customer base
primarily within the networking, communications and computing
markets. SMTC is a public company incorporated in Delaware with
its shares traded on the Nasdaq National Market System under the
symbol SMTX and on The Toronto Stock Exchange under the symbol
SMX. Visit SMTC's web site, http://www.smtc.com,for more  
information about the Company.

As reported in the November 9, 2001 edition of Troubled Company
Reporter, SMTC has received a proposed term sheet from its bank
group, under which the banks would:

     -  waive the Company's failure to comply with certain
        EBITDA-based covenants at the end of the third quarter,
        and

     -  revise the covenants that would apply for the next 12
        months to correspond to the Company's current business
        plan.


SAFETY-KLEEN: Committee Wants to Recoup Payments to TD Texas
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Safety-Kleen
Corporation and its affiliated debtors, represented by Gregory
K. Werkheiser, Esq., at Morris Nichols Arsht & Tunnell, asks
Judge Peter Walsh for an order authorizing the Committee to
commence an adversary proceeding on behalf of Safety-Kleen's
estates against Toronto Dominion (Texas), Inc., as general
administrative agent for a syndicate of other financial
institutions under the Amended and Restated Debtor in Possession
Credit Agreement dated as of July 19, 2000, to avoid and recover
for the benefit of the estates certain unauthorized postpetition
transfers.

              The Debtor-in-Possession Financing

By order dated July 19, 2000, the Court entered the Final DIP
Financing Order.  Under the Final DIP Order and the DIP Credit
Agreement, the Debtors were authorized to borrow $100,000,000
from TD Texas and were permitted to pay certain fees to the DIP
Lenders.

To secure the Debtors' obligations under the DIP Credit
Agreement, the claims of the DIP Lenders received, inter alia,
"superpriority claim" and "superpriority lien" status with
respect to the bulk of the Debtors' unencumbered assets.
Expressly carved out of the claims and collateral thus granted
to the DIP Lenders, however, were "the proceeds of any claims or
causes of action that may be commenced by the Debtors (or a
representative of the Debtors' estates) pursuant to Sections
510, 544, 545, 547, 548, 549, 550, 551, and 553 of the
Bankruptcy Code.  The carve-out of "Chapter 5 actions," among
other things, was the result of arms-length negotiation between
the Committee and TD Texas. The specific enumeration of which
causes of action would be carved out (e.g., sections 549 and
550) was inserted at the request of TD Texas.

                Unauthorized Payments To TD Texas

Subsequent to execution and Bankruptcy Court approval of the DIP
Credit Agreement, unbeknownst to the unsecured creditors of
Safety-Kleen's estates, Safety-Kleen sought and obtained from TD
Texas various amendments to the DIP Credit Agreement.  In
exchange for these amendments, TD Texas demanded and received
from Safety-Kleen the payment of certain fees that were not
authorized by the Bankruptcy Court or any provision of the
Bankruptcy Code.  The Amendment Fees were in addition to all the
fees authorized to be paid by Safety-Kleen in consideration for
the DIP Lenders' agreement to extend credit under the DIP Credit
Agreement and the Final DIP Order.

More specifically, upon information and belief, Safety-Kleen
made at least two payments in October 2000 and March 2001, to TD
Texas on account of such Amendment Fees. The Unauthorized
Transfers were made to TD Texas in its capacity as General
Administrative Agent under the DIP Credit Agreement and amounted
in the aggregate to in excess of $717,000.

The Debtors may also have transferred to TD Texas additional
amounts by virtue of unauthorized postpetition payments not yet
known to the Committee.

          Committee Demand For Avoidance and Recovery

The Unauthorized Transfers came to the attention of the
Committee as a result of its regular scrutiny of the Debtors'
monthly operating reports.  By letter dated April 2, 2001, the
Committee demanded that Safety-Kleen immediately take action
against TD Texas, or other transferees, to recover the
Unauthorized Transfers on behalf of the estates, pursuant to
section 549 of the Bankruptcy Code.  The Committee demanded in
the same letter that, because the proceeds of such a "Chapter 5
Action" would neither be part of the DIP Lenders' collateral nor
subject to their superpriority claims, such proceeds should be
deposited by Safety-Kleen into a segregated account for the sole
benefit of Safety-Kleen's prepetition unsecured creditors.

By letter dated April 6, 2001, the Debtors declined to seek
recovery of the Amendment Fees as unauthorized postpetition
transfers under section 549 of the Bankruptcy Code. However, in
the same letter, and in a related April 9, 2001 letter, both the
Debtors and TD Texas acknowledged that the Committee had
reserved its right to bring such an action in the future and
agreed not to raise laches or any similar argument as a defense
to the maintenance of such an action.

                     The Committee's Arguments

A. The Committee Should be Authorized to Commence
   an Avoidance Action on Behalf of the Estates.
   
Mr. Werkheiser says it is well-settled that sections 1103(c)(5)
and 1109(b) of the Bankruptcy Code provide a qualified right to
creditors' committees to commence actions in the name of the
debtor-in-possession with the approval of the bankruptcy court.
Most bankruptcy courts that have considered the question have
found an implied, but qualified, right for creditors' committees
to initiate adversary proceedings in the name of the debtor in
possession under 11 U.S.C. Secs. 1103(c)(5) and 1109(b), or in
reliance on an implied continuation of creditor committee powers
under the pre-1978 Code.  Mr. Werkheiser says Judge Walsh should
confer standing on a creditors' committee after considering (a)
whether the "committee presents a colorable claim or claims for
relief that on appropriate proof would support a recovery" and
(b) "whether an action asserting such claim(s) is likely to
benefit the reorganization estate." The Committee readily meets
the standard and should be granted standing; otherwise the
Avoidance Action will go unprosecuted to the detriment of
Safety-Kleen's estates and creditors.

B. The Committee Presents Colorable Claims for
   Avoidance of Unauthorized and Other Transfers.

The Avoidance Action is meritorious and presents "a colorable
claim or claims for relief that on appropriate proof would
support a recovery," and pursuing this action will benefit
Safety-Kleen's estates.  In determining whether a claim is
colorable, a bankruptcy court should make a determination
similar to that made in connection with a motion to dismiss. A
creditors' committee need not offer any evidence in support of
the claims.

The Committee can amply demonstrate a prima facie case for
avoidance of the Unauthorized Transfers. The Proposed Complaint
unambiguously alleges that (a) the Unauthorized and Other
Transfers "occur[ed] after commencement of the case" and (b) the
Unauthorized and Other Transfers were "not authorized under this
title or by the court." 11 U.S.C. Sec. 549(a)(3). No more is
required to state a claim for avoidance of the Unauthorized and
Other Transfers.

To the extent that the Debtors and TD Texas seek to argue that
the postpetition fees paid to the DIP Lenders in exchange for
amendments and waivers were "in the ordinary course of
business," that argument fails for three reasons:

       (1) The payments were made by the Debtors to TD Texas, as
administrative agent for the DIP Lenders, in secret and without
notice, as a condition to continued borrowing under section 364
of the Bankruptcy Code. Without such fees, the Debtors faced
having no further extensions of credit. Thus, the fees must be
viewed as compensation in exchange for continued extension of
secured credit -- plainly an undertaking between the Debtors and
the DIP Lenders that requires court approval in chapter 11. "A
commitment fee is often viewed as consideration for an
irrevocable line credit."

       (2) If, as the Debtors and TD Texas argue, commitment
fees for obtaining credit (as distinct from obtaining the credit
itself) are, in fact, payments that can be made in the ordinary
course of business, why are all parties in interest entitled to
notice and a hearing with respect to such fees in connection
with any section 364 application? Why, furthermore, did the
Bankruptcy Court in this case expressly approve payment of "all
commitment and other fees and expenses" in the Final Order?  The
answer is clear-cut and unambiguous -- in the context of section
364 borrowing, the "ordinary course" test of section 363 of
the Bankruptcy Code is simply the wrong standard. Indeed, if
"ordinary course of business" were the standard, debtors could
routinely borrow funds on a secured basis without regard to
section 364's notice and burden of proof of requirements,
because -- outside of bankruptcy -- every company borrows money
on a secured basis in the "ordinary course of business."

       (3) If amendments to a credit facility are generally in
the ordinary course of business -- and paying fees for such
amendments does not make them more or less "ordinary" -- why
does the Final Order (like every section 364 order) contain an
express provision permitting the Debtors and DIP Lenders "to
implement . . . any modifications of the Credit Agreement which
are not material and adverse to the Debtors without further
Order of this Court."  By necessary implication, this means that
even mere "modifications" that were not "material" to the terms
of the DIP Credit Agreement would have required further court
approval absent this Court's specific authorization of de
minimis "modifications" in Paragraph 13 of the Final DIP Order.
However, if TD Texas and the Debtors are correct -- and such
"modifications," by definition, require no judicial approval --
the inclusion of this language in the Final DIP Order would have
been entirely superfluous.

Accordingly, any argument that the Unauthorized and Other
Transfers were "ordinary course" payments must be rejected as a
red herring intended only to divert the Court's attention from
the clear-cut impropriety of these unauthorized postpetition
payments.

C. Public Policy Mandates Avoidance
   Of Unauthorized and Other Transfers.

Public policy considerations also mandate avoidance of the
Unauthorized and Other Transfers. If debtors and DIP lenders
were permitted to renegotiate the terms of their credit
agreements in secret and without compliance with section 364's
notice and burden of proof requirements, important protections
built into section 364 for the benefit of the debtor's estate
and creditors would be entirely undermined. "Secret, automatic
liens are inconsistent with the Code's elaborate priority scheme
and with the requirement that creditors be given notice of and
an opportunity to object to the creation of postpetition liens
under 11 U.S.C. Secs. 363 or 364."

More importantly, this Court can in no way condone, and should
instead take all steps necessary to deter, the payment of fees
by a debtor-in-possession's management to avoid an imminent
default -- or, worse still, to buy silence with respect to a
default that may already have occurred -- under a DIP credit
agreement. To be sure, unsecured creditors have an unequivocal
right to "transparency of process" in chapter 11. "Because the
interests of other creditors may be prejudiced through the
granting of a section 364(c) priority, due process requires
that such creditors receive notice and a chance to object to the
priority at a hearing before the bankruptcy court." If a debtor
finds itself in dire straits because of a material default under
a DIP credit agreement, the unsecured creditors have a right to
know why the default occurred and what is being done to address
it. Denial of this right would fly in the face of the "fishbowl
business environment" that Congress deliberately imposed on
chapter 11 debtors.

D. The Committee is the Appropriate Party
   to Commence an Avoidance Action.

The Committee is uniquely positioned to bring the Avoidance  
Action because it is free of both actual and perceived conflicts
of interest. Moreover, the Committee has investigated the
circumstances surrounding the Unauthorized Transfers, and is
fully competent to bring the Avoidance Action. To be sure, if
not for the Committee's efforts, the Unauthorized Transfers
might have gone undetected and/or unchallenged by the Debtors.
The Committee now stands ready to further investigate the
Unauthorized Transfers and any Other Transfers and to take all
steps necessary to recover the value of these Transfers for the
benefit of Safety-Kleen's unsecured creditors.

E. The Debtors Have Waived -- But Preserved for the
   Committee -- the Right to Commence an Avoidance Action.

Safety-Kleen, has previously been provided with the opportunity,
and expressly waived the right, to commence the Avoidance
Action. Under these circumstances, the Committee submits, any
further demand to Safety-Kleen to commence the Avoidance Action
would be futile, thus relieving the Committee of any obligation
to make such demand.

Moreover, where, as here, Safety-Kleen and the other parties to
the Final DIP Order have (by virtue of their April 6 and 9, 2001
letters) expressly preserved the Committee's right to bring the
Avoidance Action, no demand has generally been deemed necessary.

Accordingly, the Committee must be authorized to act as
representative of the estates to protect and uphold the
avoidance power -- one of the most fundamental rights available
under bankruptcy law.

F. Prosecution of the Avoidance Action
   Will Avoid Forfeiture.

Clearly, the freeing up of assets worth in excess of $700,000
would be beneficial to the estates. In determining the potential
benefit to the estates, a bankruptcy court should weigh the
probability of success and the propriety, in terms of cost, of
the creditors' committee, as opposed to a trustee, being
authorized to bring suit. The Committee believes the Avoidance
Action described in this Motion is meritorious and will likely
yield significant benefit for Safety-Kleen's estates and
unsecured creditors. Furthermore, the Committee believes that  
the likelihood of success on the merits justifies the expense of
funding the Avoidance Action, which, since only questions of law
are at issue, are not likely to be substantial.

Moreover, any proceeds from the Avoidance Action are expressly
carved out from the collateral allocated to the DIP Lenders in
the Final DIP Order, and therefore would inure directly to the
benefit of the estates and unsecured creditors. Lest there be
any doubt regarding the inclusion of section 549 in the express
carve-out from DIP Lenders' claims and collateral, it should be
noted that the foregoing litany of excluded claims was inserted
at the insistence of TD Texas.

Accordingly, the Committee submits that there is ample benefit
to the estates to justify granting it authority to pursue the
Avoidance Action. (Safety-Kleen Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


SENSE TECHNOLOGIES: Appoints James Cotter as New President & CEO
----------------------------------------------------------------
Sense Technologies, Inc., a publicly held company traded on the
NASDAQ exchange (Nasdaq: SNSG) announced that James H. Cotter,
formerly Vice President of JPMorgan Securities Global Mergers &
Acquisitions Group, has been named President and Chief Executive
officer.

The company, which holds exclusive patents on an automotive
Doppler radar system that alerts drivers to potential hazards
while backing, has recently made significant steps to further
develop and commercialize its patent protected technology.  The
product, Guardian Alert(R), has a sensor that mounts at the rear
of a vehicle and a warning indicator inside the vehicle and can
detect objects behind a backing vehicle in all weather
conditions.  The product can be fitted on existing vehicles as
well as new cars and trucks. Thousands of Guardian Alert systems
are in use on commercial fleets as well as on passenger vehicles
today.

The company also announced that it is in the process of
relocating the headquarters and manufacturing to the Charlotte,
NC area.  This move will allow for the consolidation of its
operations around the country to a single site.

"With the growing demand for improved safety and vehicle
protection, we believe Sense Technologies' patented Doppler
radar technology will set the standard in the industry," said
Board of Directors member Mark Erwin.  "Jim Cotter has the
talent and experience to take us to the next level."

At JPMorgan Securities and its predecessor Chase Securities,
Cotter advised clients regarding business strategy, capital
formation, restructuring, mergers, acquisitions and divestitures
in several industries including automotive parts, consumer
products, chemicals and telecommunications.  Mr. Cotter received
his M.B.A. from Cornell's Johnson Graduate School of Management.

At November 30, 2001, Sense Technologies reported a total
shareholders' equity deficiency of $114,000.


SMART CHOICE: James E. Ernst Discloses 70% Equity Stake
-------------------------------------------------------
Effective March 11, 2002, Crown Group, Inc. sold to James E.
Ernst, the Chief Executive Officer of Smart Choice Automotive
Group, Inc. 6,857,907 shares of the common stock of Smart
Choice, representing all of the securities of Smart Choice owned
by Crown, for an aggregate purchase price of $100.00.
Therefore, effective March 11, 2002, Crown does not beneficially
own any securities of Smart Choice.

Smart Choice Automotive Group is the brains behind PAACO and
First Choice used car dealerships. The beleaguered firm sold off
nearly a dozen dealerships and its Corvette parts business
before 1999, when Crown Group -- owner of the PAACO group of
Texas dealerships -- acquired control of Smart Choice and its
remaining used-car dealerships. The company operates 10 used-car
dealerships under the First Choice name in Florida as well as
the 12 PAACO locations in Texas. It buys cars at auto auctions
and inspects and repairs them before placing them on its lots.
The company generally targets subprime customers with limited or
troubled credit histories. Crown Group owns about 70% of the
company.

As reported in the December 28, 2001 edition of Troubled Company
Reporter, that Smart Choice Automotive Group, Inc.'s lender
foreclosed upon certain collateral of the Company's Florida
based subsidiaries, and the company granted its lender an option
to purchase its PAACO Subsidiary.

Smart Choice incurred a net loss of $33.1 million for the three
month period ended October 31, 2001 as compared to net income of
$0.8 million for the same period in the prior fiscal year. The
decrease is principally the result of a $30 million write down
of certain assets that were deemed impaired in connection with
the foreclosure by Smart Choice's lender of certain Florida
based assets and a decision to wind-down Smart Choice's Florida
based operations.


SPECTRASITE HOLDINGS: S&P Takes Action over Increased Fin'l Risk
----------------------------------------------------------------
The outlook on tower operator SpectraSite Holdings Inc. was
revised to negative from stable on March 20, 2002. The `B'
rating on the company were also affirmed at that time.

The outlook revision was based on the company's increased
financial risk in the current economic environment because of
its dependence on additional external capital to implement its
business plan. Coupled with SpectraSite's relatively high
ongoing leverage, this could cause the company's credit profile
to deteriorate if it falls short of planned levels of expansion
in tenant contracts and network services. SpectraSite's debt to
operating cash flow totaled 23 times in 2001. However, the
rating incorporates marked improvement in this metric over the
next few years, as the company increases collocation contracts
on its existing tower base, which totaled about 8,000 as of
year-end 2001. Cary, North Carolina-based SpectraSite had about
$2.3 billion total debt outstanding as of December 31, 2001.

SpectraSite has been aggressively expanding its tower operations
over the past several years through major contracts with large
communications carriers. It signed an agreement with SBC
Communications Inc. in August 2000 covering 3,900 communications
towers. Under the agreement, SpectraSite purchased the leasing
rights for these towers for a total price of $1.3 billion.
Through Dec. 31, 2001, SpectraSite had closed on nearly 2,700 of
these towers, and in November reached an agreement in principal
with SBC to defer the close of 850 of the remaining towers until
2003 and terminate the obligation to purchase another 300
towers. SpectraSite's business model for the tower leasing
business focuses on collocating other wireless customers on
these towers to improve the overall operating cash flow margins
of the tower portfolio. The company also has similar
transactions in place with Nextel Communications Inc. and
Vodafone Americas Asia Inc.

Although the tower leasing business is considered to have a
sound business model, SpectraSite's aggressive use of leverage
to fund its tower expansion has contributed to near-term
pressures on the company's financial measures. Despite such
weakness, the company derives flexibility from access to
borrowings under its bank facility, which is expected to
substantially fund its capital and operating requirements over
the next few years. SpectraSite also benefits from the loosened
financial covenants obtained on the company's bank loan in late
2001.

The company's network services business provides tower
construction services, as well as architectural and engineering
design and antenna installation services. Given the specialty
nature of these services, individual contracts provide
significant revenues to SpectraSite. However, while business
prospects for this segment remain attractive, the level of
potential ongoing operating cash flow from this business remains
uncertain because of the non-recurring nature of these
contracts.

                          Outlook

If SpectraSite is not able to grow its operating cash flows
significantly in 2002 and, therefore, meaningfully strengthen
its credit profile, ratings could be lowered. Such improvement
is largely dependent on SpectraSite's success in expanding its
revenues from its existing tower portfolio. Yet revenue
expansion is substantially tied to growth prospects for the
wireless communications services business, which are expected to
be somewhat lower in 2002 than in previous years due to the
increased level of overall penetration. However, wireless
carriers have committed to upgrading their networks to 2.5 and
third generation digital technologies over the next few years to
accommodate increased capacity needs for voice and data
services. Several of the larger carriers have also committed to
selectively building out and filling out their footprints
through joint build agreements to reduce roaming requirements.
These efforts indicate the need for additional towers or antenna
space, which supports SpectraSite's business growth model.


TECSTAR INC: Taps O'Melveny & Myers for Applied Solar Asset Sale
----------------------------------------------------------------
Tecstar, Inc., and its debtor-affiliate, Tecstar Power Systems,
Inc., seek permission from the U.S. Bankruptcy Court for the
District of Delaware to engage O'Melveny & Myers LLP as their
special counsel. The Debtors believe that it is necessary for
them to continue retaining O'Melveny regarding the sale of
assets of the Applied Solar Division of the Debtors to EMCORE
Corporation under the terms of the asset purchase agreement.
Subject to further order from this Court, the Debtors propose
that O'Melveny will be employed to perform legal services and
advice regarding corporate law and mergers and acquisitions
advice with respect to the transaction.

The Debtors relate to the Court that their choice of O'Melveny
is based on the firm's extensive general experience and
knowledge and its longstanding relationship with the Company.
Because the attorneys of O'Melveny are already familiar with the
Debtors' business and understand the specific facts and issues,
the Debtors believe that O'Melveny is well qualified to
represent them.

O'Melveny will be compensated on its customary rates and be
reimbursed with the actual and necessary expenses incurred.  The
Firm received a retainer in the amount of $20,000 with the
amount of such retainer varying upon the extent of the "carve-
out" and subordination provided to the Firm and other
professionals employed by the estate of the Debtors' secured
creditors for fees and costs.  Faced with the Debtors' immediate
need to file their bankruptcy petition in order to preserve the
Debtors' business operation, the Firm agreed, as an
accommodation to the Debtors, to represent the them for a
$50,000 retainer payable prior to the commencement of the
Debtors' bankruptcy cases. Individual hourly rates of
professionals are not disclosed.

Tecstar, Inc. manufactures high-efficiency solar cells that are
primarily used in the construction of spacecraft and satellite.
The Company filed for chapter 11 protection on February 07,
2002. Tobey M. Daluz, Esq. at Reed Smith LLP and Jeffrey M.
Reisner at Irell & Manella LLP represent the Debtors in their
restructuring efforts. When the company filed for protection
from its creditors, it listed estimated assets of $10 million to
$50 million and estimated debts of $50 million to $100 million.


TELSCAPE INT'L: Creditors' Meeting will Convene on April 4, 2002
----------------------------------------------------------------
The United States Trustee will convene a creditors' meeting in
the chapter 11 cases of Telscape International, Inc. and its
affiliated debtors on April 4, 2002 at 2:00 p.m.  The meeting
will be held at the 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.


TRANSPRO INC: Falls Below NYSE Continued Listing Requirements
-------------------------------------------------------------
Transpro, Inc. (NYSE: TPR) announced results for the fourth
quarter and year ended December 31, 2001.

"Our progress demonstrates the effectiveness of the performance
improvement initiatives that we've implemented across all of our
operations during the year. Given that we faced softness in key
markets and delays in customer programs late in the fourth
quarter, which caused sales to be below the comparable 2000
quarter, we are very encouraged by our underlying progress.
Consistent with the guidance provided in our previous earnings
release, the fourth quarter's operating results showed
significant improvement over the fourth quarter of 2000," stated
Charles E. Johnson, President and Chief Executive Officer of
Transpro. "This achievement reflects the fundamental improvement
in our margin and cost structure, as well as the dedication of
the Transpro Team to rebuild the Company. In addition, this is
the second consecutive quarter in which we reported improved
operating results on a quarter over quarter basis. We anticipate
that this improvement will continue."

Mr. Johnson continued, "While we are encouraged by our progress,
we recognize that the Company has just completed an extended
period of substantial losses which included a $9.5 million non-
cash charge relating to accounting for income taxes as well as
other restructuring actions. We further recognize that this
performance is unacceptable and have in 2001 taken significant
actions to improve the Company's outlook. While we still have
some further restructuring charges to deal with in 2002, as
previously communicated, our management team is committed to
returning the Company to operating profitability for the full
year of 2002."

Operating loss, excluding restructuring and other special
charges, was $3.9 million in the fourth quarter of 2001. This
represents the reported operating loss of $5.5 million, less
total restructuring and other special charges of $1.6 million.
Of the total restructuring charges in the quarter, $0.9 million
was classified in cost of sales and $0.7 million in operating
expenses. This compared favorably with a loss of $7.4 million,
before restructuring and other special charges of $0.2 million,
in the fourth quarter of 2000. The 2001 fourth quarter
restructuring and other special charges were consistent with
previous guidance and related to the closing of the Rahn
condenser facility and the write-off of its inventory and fixed
assets as well as the closing of two branches as part of the
redesign of the Company's distribution system.

The remainder of the previously projected restructuring charges
is anticipated to range between $2.0 million and $2.5 million,
the majority of which the Company expects to incur during the
first half of 2002. These charges will reflect the ongoing
actions to redesign the Company's distribution system, to
transfer production between manufacturing facilities and other
actions still under analysis.

Furthermore, during the fourth quarter, the Company reclassified
certain expenses, recorded a valuation allowance against its net
deferred tax asset in accordance with Financial Accounting
Standards Board (FASB) Statement No. 109, Accounting for Income
Taxes, and determined that a write-down of goodwill in the first
quarter of 2002 will result from adopting FASB Statement No.
142, Goodwill and Other Intangible Assets. These issues are
summarized as follows:

     --  With regard to the reclassification item, the Company
has reclassified a pool of warehousing costs that had
historically been classified in operating expenses to cost of
sales for 2001 and all historical periods. The reclassification
had no impact on the Company's net income, earnings per share or
cash flow from operations for any period. Results for the fourth
quarter and full year 2001 reflect a reclassification of $3.1
million and $13.2 million, respectively, into cost of sales and
out of operating expenses. Results for 2000's fourth quarter and
full year reflect a reclassification of $3.1 million and $13.0
million, respectively.

     --  In accordance with FASB Statement No. 109, Transpro has
recorded a valuation allowance of $9.5 million against its net
deferred tax asset as a result of the Company's cumulative net
losses between 1999 and 2001. As the Company returns to
profitability on a pre-tax basis, it would recover the valuation
allowance, which would improve net income.

         During March 2002, tax legislation was enacted which
included a provision that allows pre-tax losses incurred in 2001
and 2002 to be carried-back for a period of five years instead
of two years. As a result, the Company will increase its net
income in the first quarter of 2002 by approximately $3.5
million, which will reflect a reduction in the deferred tax
valuation allowance. The Company expects to receive this refund
during the second quarter of 2002.

     --  The Company also announced that as a result of
recording the deferred tax valuation allowance, stockholders'
equity at December 31, 2001 fell below the $50 million minimum
threshold for continued listing on the New York Stock Exchange
(NYSE). In accordance with NYSE procedures, the Company will
present a plan advising the NYSE of definitive actions that
would result in compliance with this threshold within the next
18 months.

     --  The Company has completed its evaluation of the impact
of adopting FASB Statement No. 142. As a result, during the
first quarter of 2002, the Company will record a $4.7 million
non-cash write-down in the value of its goodwill.

Consolidated net sales were $44.9 million in the fourth quarter
2001 compared with $47.4 million in the fourth quarter of 2000.

     --  Aftermarket Heating and Cooling Systems' net sales
decreased to $37.7 million, from $40.5 million in the fourth
quarter of 2000. Sales volumes in this segment were primarily
impacted by mild weather conditions, which were more pronounced
than usual this year, a change in customer buying habits,
postponement of new program initiation by several major
customers, and general softness in the aftermarket following
September 11th. Despite continued aftermarket competitiveness,
we have added new customers and believe we have increased market
share that will benefit profitability in 2002. In 2002, the
aftermarket has shown some signs of improvement, and our
customers have now initiated previously delayed programs.

     --  Net sales from the OEM Heat Transfer Systems segment
increased to $7.2 million, from $7.0 million in the fourth
quarter of 2000. In the prior year period, the Company had
higher warranty allowances than normal creating a positive
quarter over quarter revenue comparison in this segment. The
Company realized lower unit sales in the OEM Heat Transfer
Systems segment in the fourth quarter 2001, due to continued
softness in the heavy-duty truck market and general economic
conditions. However, the decline in unit sales from the heavy-
duty truck market has moderated so far in 2002, with some recent
increases in demand being experienced.

Reported consolidated gross margin was $3.1 million, or 6.9% of
sales, in the fourth quarter 2001, compared to $0.8 million, or
1.8% of sales, in the fourth quarter 2000. Before pre-tax
restructuring and other special charges, gross margin was $4.0
million, or 9.0% of sales, in the fourth quarter 2001. Gross
margins benefited primarily from manufacturing cost reductions
and reduced raw material costs.

Consolidated operating expenses were $7.8 million in the fourth
quarter 2001, which compared favorably to $8.2 million in the
fourth quarter of 2000, reflecting the results of the Company's
initiative programs.

The Company reported a loss from continuing operations before
extraordinary item of $13.2 million, or $1.98 per share, in the
fourth quarter 2001, versus a loss of $6.0 million, or $0.93 per
share, in the fourth quarter 2000. The results for the fourth
quarter of 2001 include $1.0 million after-tax in restructuring
and special charges as well as $9.5 million related to a tax
valuation allowance under FASB Statement No. 109, as previously
outlined.

                    Full Year Results:

The operating loss in 2001, excluding the restructuring and
other special charges, was $8.5 million. This represents the
reported operating loss of $13.1 million, less restructuring and
other special charges of $4.6 million. The operating loss before
restructuring and other special charges for the second half of
2001 was $1.5 million, a significant improvement over both the
first half of 2001 loss of $7.0 million and the second half of
2000 loss of $8.1 million.

Net sales were $203.3 million in 2001 compared to an equal
$203.3 million in 2000. In 2001, OEM sales declined $6.9 million
due to the softness in the heavy-duty truck and industrial
markets, while the Aftermarket Heating and Cooling Systems
segment provided an offsetting improvement due to higher unit
sales from new and existing customers.

Reported gross margin was $25.5 million, or 12.6%, in 2001
compared to $26.5 million, or 13.0% of sales, in 2000. Before
restructuring and other special charges of $0.9 million,
classified in cost of sales, consolidated gross margin was $26.4
million, or 13.0% of sales, in 2001.

Operating expenses were $35.0 million in 2001, compared to $34.2
million in 2000.

Loss from continuing operations before extraordinary item was
$20.3 million in 2001, versus $9.2 million in 2000. For
perspective, the results for 2001 include $2.9 million after-tax
in restructuring and special charges as well as $9.5 million
related to a tax valuation allowance under FASB Statement No.
109, as previously outlined.

                    Strategy Update:

The Company provided the following update to its strategic
initiatives announced earlier in the year:

     --  Generate cash by reducing inventory across the Company
and ensure that it has the right kind of inventory to serve its
customers well:

     --  Net inventories decreased 20.1% at the end of 2001
compared to the end of 2000. Primarily as a result of the
aforementioned factors that weakened demand in our Aftermarket
Heating and Cooling Systems segment late in the fourth quarter,
inventory levels increased slightly compared to the end of the
third quarter of 2001. However, the Company has taken action to
continue its program of inventory reduction in the first quarter
of 2002.

     --  The Company continues to implement its plan to
eliminate production of products that add to excess supplies,
including local accountability for inventories at its branches,
target inventory level guidelines, and improved integration of
production schedules with forecasts.

     --  Cash generated from inventory reduction helped to fund
debt repayments of $7.7 million and lower accounts payable by
$1.7 million in 2001.

     --  Analyze the competitiveness of the Company's products
and market participation, exiting businesses where it cannot
develop conviction that it can reach attractive profitability:

          *  The Company initiated price increases where
possible and made minor price reductions to improve
competitiveness during the year. This has been supported by new
information systems for its heavy-duty aftermarket products,
which allow the Company to more appropriately establish its
prices. These products may have been over or under priced in the
past; therefore, our actions will result in both improved
competitiveness and improved margins.

          *  The focus of the Company's new strategic business
units have helped to create new business opportunities. As a
result, the Company acquired several new customers in 2001 and
also expanded the line of Transpro products carried by several
current customers.

          *  The Company continues to explore new business
opportunities in all its market segments in order to improve
results. The Company has defined target customers across all the
markets it serves, and sales efforts are currently underway. The
Company has concluded that there is significant opportunity to
grow its air conditioning business by utilizing its heat
exchange relationships with major customers. In the Heavy Duty
OEM business, the Company continues to focus on increasing its
productivity and profitability.

          *  Evaluate and improve the Company's information
systems to ensure that it has the capabilities it needs to serve
its customers well:

               i)  The Company has significantly improved its
electronic communications capability including video
conferencing, enhanced electronic cataloging, and web site
capabilities throughout 2001.

              ii)  The Company remains on track to complete the
installation of uniform inventory information systems across
most of Transpro's operations by the second quarter of 2002.
Upon completion, the Company will begin installing or enhancing
ERP and MRP systems across the business, in order to improve
asset management, customer service and cost control/improvement.

             iii)  Looking forward, the Company plans to make
full use of its systems capabilities to develop strategic
advantages for the Company.

              iv)  Assess the effectiveness of the Company's
current manufacturing plant and branch network to ensure that it
is gaining full value for the services provided and to ensure
that it is properly meeting the needs of customers:

               v)  In late 2001, the Company started up its
aluminum heat exchanger production capability in Mexico, and
should begin to realize the cost savings from the in-house
manufacturing by the second half of 2002. Further, the Company
is considering future expansions of the capacity of its aluminum
products manufacturing plant to support anticipated demand.

              vi)  In order to reduce costs, improve quality,
and shorten its supply chain, the Company is bringing in-house a
number of the manufacturing capabilities for products and
component parts that it previously outsourced. The Company has
arranged a tolling agreement, with rights to purchase outright,
on two tube mills in order to further reduce costs. Also, it has
moved production of certain high cost outsourced copper/brass
radiator products into its own facility in Mexico.

             vii)  The closing of the Company's California
condenser production facility allowed transfer of a majority of
these products to its Mexico production location in order to
achieve considerable technology, cost and quality improvements.
The Company will begin to realize these benefits in the second
half of 2002.

            viii)  Transpro is rolling out its new branch
distribution network, based on a ``hub and spoke' concept, and
will continue with this throughout 2002. As previously
discussed, the new network should lower costs while at the same
time improve service effectiveness to customers. In the fourth
quarter, the Company closed two branches, bringing the total
number of closed branches to nine for the year.

                      Other Updates:

As previously announced, the Company entered into an agreement
for the sale of its New Haven, Connecticut facility. The
agreement provides that the Company will lease its existing
occupied space. The transaction is expected to close by the end
of the second quarter of 2002. Proceeds from the sale will be
used primarily to repay the Industrial Revenue Bond on the
facility.

Recently, the Company entered into two amendments, both
effective December 31, 2001, to its Loan and Security Agreement
with Congress Financial Corporation. One amendment provides for
a lower working capital threshold and a new definition of
working capital, which excludes deferred tax assets. The other
amendment provides for a lower net worth threshold. These
amendments accommodate the effects of the deferred tax valuation
allowance in the fourth quarter of 2001 and the write-down of
goodwill in the first quarter of 2002.

Mr. Johnson stated, "We are pleased to have positioned Transpro
to better capitalize on business opportunities for 2002. In just
under one year, we have dramatically reduced costs, improved
operations, reduced debt, begun to streamline our distribution
network and strategically realigned the organization into
customer-focused business units. Equally important, we have
coalesced a Leadership Team which is fully focused and dedicated
to our success."

Mr. Johnson continued, "Once again, our progress this year
testifies to the wholehearted dedication of our employees to
strengthening the Company. We thank them for their hard work and
recognize their very commendable achievements. In addition, we
enjoy and appreciate the ongoing support of our financial
partner, Congress Financial, our shareholders and our suppliers,
as we continue to implement change at Transpro for long-term
benefit."

In order to better leverage its expertise with customers, the
Company recently began an effort to communicate with its
customers and suppliers under the "Transpro" name, as opposed to
communicating with them through the divisional company names of
GO/DAN Industries, Ready-Aire Products and G&O Manufacturing. In
this context, starting with the first quarter of 2002, the
Company will begin to view its business and report financial
results in accordance with its new business segments: Heavy
Duty; and, Automotive and Light Truck. The Company will no
longer report results under the segments of Aftermarket Heating
and Cooling Systems and OEM Heat Transfer Systems.

Mr. Johnson concluded, "We look forward to building upon our
market leadership position and to winning new business
opportunities for our company. With all the changes that
occurred at Transpro in 2001 and the anticipated progress in
2002, we expect to achieve profitability before restructuring
and special charges for the full year 2002, which is consistent
with our previous guidance. For the first quarter of 2002, a
seasonally soft quarter in the heat exchanger and A/C markets,
the Company expects to significantly reduce its operating loss
before restructuring and special charges versus the first
quarter of 2001. We enter 2002 with high confidence that our
actions will foster the achievement of our stated objectives for
this New Year!"

Transpro, Inc. is a manufacturer and supplier of heating and
cooling systems and components for a variety of Aftermarket and
OEM automotive, truck and industrial applications.


VECTOUR: Asks Court to Fix May 3 as General Claims Bar Date
-----------------------------------------------------------
VecTour Inc. and its affiliated debtors 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 May 3, 2002 as the general claims
bar date.

Proofs of claim are not required from:

     a) 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;

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

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

The Debtors explain to the Court that in order to arrive at a
confirmable plan, they will require complete and accurate
information regarding the nature, amount and status of all
claims that will be asserted in these Chapter 11 cases and may
ultimately be entitled to payment.

To assist in the claims noticing and administration process in
these cases, the Debtors have retained the firm of Trumbull
Services Company, of which the Court approved. All proof of
claim must be received by the Claims Agent no later than 4:00
p.m. EST on the applicable Bar Date by mail (postage prepaid),
by courier, by overnight delivery, by first-class mail (postage
prepaid) in order to be valid claim.

VecTour, Inc. is a leading nationwide provider of ground
transportation for sightseeing, tour, transit, specialized
transportation, entertainers on tour, airport transportation and
charter services. The Company filed for chapter 11 protection on
October 16, 2001. David B. Stratton, Esq. and David M. Fournier,
Esq. at Pepper Hamilton LLP represent the Debtors in their
restructuring effort.


WARNACO: Seeks Okay to Extend Crown Milford Lease Decision Time
---------------------------------------------------------------
The Warnaco Group, Inc., its debtor-affiliates, and Crown
Milford, LLC ask Judge Bohanon to approve a second Stipulation
further extending the period for which the Debtors may decide to
assume or reject the lease from March 8, 2002 through April 22,
2002.

Specifically, both parties agree:

  (a) The time to assume or reject the Milford Lease is further
      extended through and including April 22, 2002, without
      prejudice to the rights of:

      -- the Debtors to seek further extensions, or

      -- Crow Milford to object to same;

  (b) Crown Milford shall have the right to file a motion with
      this Court to shorten the deadline to assume or reject
      the Milford Lease for cause, and the Debtors shall have
      the right to object to same; and

  (c) In the event that the Debtors seek to reject the Milford
      Lease on or before April 22, 2002, the Debtors shall
      continue to fulfill all their administrative obligations
      under the Milford Lease, as the case may be, including,
      without limitation, timely payment of rent, as provided
      therein, until the later of:

      -- the date of entry of the order approving the rejection,

      -- the rejection effective date set forth in the order
         approving the rejection,

      -- the 90th day after receipt of notice of such rejection
         by counsel for Crown Milford, whether or not the
         Debtors retain possession of the property subject to
         the Milford Lease for the entire 90 days, and

      -- the date the Debtors surrender the property subject to
         the Milford Lease. (Warnaco Bankruptcy News, Issue No.
         21; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WORLD WIRELESS: Secured Noteholders Extend Maturity to June 30
--------------------------------------------------------------
World Wireless Communications, Inc. (Amex: XWC), a leading
developer of wireless and Internet systems, technology and
products, announced that its shareholders at a special meeting
held at its offices on March 15, 2002 approved the four items of
business presented to them.

First, the shareholders approved (a) the mandatory conversion of
up to $5,000,000 in principal amount of the Company's Senior
Secured Notes issuable to a group comprising the Company's
largest stockholder, Michael Lauer, Lancer Offshore, Inc. and
Lancer Partners L.P., and their affiliates (including the
$3,810,000 in principal amount of issued to such group as of
February 8, 2002), into up to 100,000,000 shares of the
Company's Common Stock and (b) the issuance of up to 2,500,000
shares of the Company's Common Stock pursuant to the exercise of
the warrants which may be granted to such creditors in
connection with such financing (including the warrants to
purchase 1,905,000 shares outstanding as of February 8, 2002).

Mr. Singer also announced that such creditors extended the
maturity date of the secured notes until June 30, 2002, a four-
month extension.

Additional information concerning these items is contained in
the Form 8-K being filed by the Company Friday.

Second, the shareholders approved (a) the mandatory conversion
of the Company's shares of Senior Preferred Stock potentially
issuable in a financing into up to 16,666,667 shares of the
Company's Common Stock and (b) the potential issuance of up to
8,333,333 shares of the Company's Common Stock pursuant to the
exercise of the warrants issued to the holders of the Senior
Preferred Stock.

Mr. Singer stated that the Company sold no units of preferred
stock and warrants in such financing to date.

Third, the shareholders approved the potential issuance of up to
20,000,000 shares of the Company's Common Stock pursuant to the
Company's financing agreement with Cornell Capital Partners LP.

However, Mr. Singer stated the Company has decided not to enter
into any definitive binding agreement with Cornell Capital
Partners at this time because of the current low price of the
shares of the Company's Common Stock.

Fourth, the shareholders approved an amendment to the Company's
Articles of Incorporation increasing the Company's authorized
capital stock from 50,000,000 shares to 225,000,000 shares of
Common Stock.

David Singer, chief executive officer of World Wireless
Communications, Inc., commented:  "We are pleased with the
outcome of the meeting which approved our corporate
restructuring steps at present as a means of fulfilling our
current financing plans.  We are also pleased our largest
shareholder group decided to extend the maturity date of the
secured notes we issued to them.  This reflects their continued
support for the Company and our technology."

Greenwood Village-based World Wireless Communications, Inc. was
founded in 1995 and is a leading developer of wireless and
Internet systems, technology and products.  World Wireless
focuses on spectrum radios in the 900 MHZ band and has developed
the X-traWeb system -- an Internet-based product designed for
remote monitoring and control of devices.

X-traWeb's many applications include utility meters, security
systems, vending machines, assets management, and quick service
restaurants.  More information on X-traWebT is available at
http://www.x-traweb.com

More information about World Wireless Communications, Inc. is
available at http://www.worldwireless.com  

At September 30 2001, World Wireless had a working capital
deficit of $2.9 million, and a total shareholders' equity
deficit of $1.3 million.


YGC RESOURCES: Fails to Meet CDNX Exchange Listing Requirements
---------------------------------------------------------------
Effective at the close of business Wednesday, March 20, 2002,
the common shares of the YGC Resources Ltd. will be delisted
from CDNX for failing to maintain Exchange Listing Requirements.
The securities of the Company have been suspended in excess of
twelve months.


YOUBET.COM: Co-Founder David Marshall Returns as Chairman & CEO
---------------------------------------------------------------
Youbet.com, Inc. (Nasdaq:UBET), the leading online live event
and wagering company, announced that David Marshall, a Co-
Founder of the Company, has returned as Chairman of the Board
and Chief Executive Officer.

"I am excited to be back at Youbet.com," said David Marshall.
"The Company has made a significant investment into the horse
racing industry, and as the market leader, we are now beginning
to realize the benefits of this investment. We have an excellent
team who possesses the largest amount of proprietary knowledge
and experience of any online gaming company worldwide. With the
support of this talented group, my objective is to steer
Youbet.com in directions that can unlock our potential."

Marshall continued, "Our immediate challenge is to raise the
necessary capital to allow us to exploit our business plan and
strategy. The previously announced $750,000 cash infusion, which
closed today, is the first step.

"We also recently announced the restructuring of our management
team and our Board of Directors. Ron Luniewski has resigned as
Co-CEO and Ron, Robert Fell, Caesar Kimmel and Bill Roedy have
resigned from the Board of Directors. In addition, we are in
discussion with several individuals about joining the Board who
will bring management and industry experience.

"On behalf of Youbet.com, I would like to thank the directors
for the time they spent with the Company and I appreciate their
offers of continued support. I would particularly like to thank
Ron Luniewski for his many years of dedicated service to
Youbet.com. We greatly appreciate the hard work and
contributions he made and wish him well with his next endeavors.

"Lastly, I would like to thank our shareholders and many
supporters who have stood by the Company and who understand the
significant potential we possess and the many opportunities that
lie ahead."

In the United States, Youbet.com provides network members the
ability to watch and, in most states, the ability to wager on a
wide selection of coast-to-coast thoroughbred and harness horse
races via its exclusive closed-loop network. Members have 24-
hour access to the network's features, including live racing
from a choice of all major racetracks in the U.S., Canada and
Australia, commingled track pools, live audio/video, up-to-the
minute track information, real time wagering information and
value-added handicapping products. Youbet Network subscribers
enjoy live coverage from and wagering accessibility to all major
racetracks in 40 states, representing virtually 100% of horse
racing content.

Youbet.com maintains a strategic relationship with TVG, a wholly
owned subsidiary of Gemstar-TV Guide International, Inc.
(Nasdaq:GMST). TVG is the 24-hour interactive horse racing
network available nationwide on cable and satellite systems with
exclusive simulcast and interactive wagering rights to live
racing from leading racetracks in the U.S. including Churchill
Downs (owned by Churchill Downs Incorporated, Nasdaq:CHDN), Del
Mar, Belmont Park, Aqueduct and Saratoga. Through the agreement,
Youbet.com is licensed to utilize TVG's patented wagering
technology for online and automated telephone applications and
utilizes a right to video stream and accept online pari-mutuel
wagers on horse racing from virtually all of TVG's exclusive
partner racetracks.

Youbet.com operates Youbet.com TotalAccess(TM), an Oregon-based
hub for the acceptance and placement of wagers. The Company also
maintains a relationship with another state licensed wagering
entity, MEC Pennsylvania Racing, part of Magna Entertainment
Corp. (Nasdaq:MIEC) which owns and/or operates 7 racetracks in
the U.S. including Santa Anita Park, Gulfstream Park, Golden
Gate Fields, Thistledown, Remington Park, Great Lakes Downs and
The Meadows.

For further information about Youbet.com, visit
http://www.youbet.com

Early in March, the company received notification from The
Nasdaq Stock Market that it is not in compliance with the
National Market's listing maintenance standard regarding minimum
bid prices. This standard requires that the Company's common
stock maintain a minimum bid price of at least $1.00 per share.

                          *********

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

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

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

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

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

                          *********

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

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

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

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

The TCR subscription rate is $625 for 6 months delivered via e-
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
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                     *** End of Transmission ***