TCR_Public/020327.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 27, 2002, Vol. 6, No. 61

                           Headlines

360NETWORKS: Reaches Settlement Agreement with Onfiber Comms.
ADVANTICA RESTAURANT: Amends & Extends Sr. Notes Exchange Offer
ASSOCIATED MATERIALS: Commences Tender Offer for 9-1/4% Notes
BCE TELEGLOBE: Fitch Rates $1.3BB Senior Unsecured Notes at B+
BANYAN STRATEGIC: Net Assets in Liquidation Drops to $12MM in Q4

BOYD GAMING: S&P Assigns B+ Rating to New $200M Senior Sub Notes
BUCKEYE TECHNOLOGIES: S&P Rates $300MM Universal Shelf at B+
CALPINE: Says S&P's Downgrade Has Little Effect on Operations
CALPINE: Deloitte & Touche Replaces Andersen as Accountants
CALYPTE BIOMEDICAL: Issues Draw-Down Notice to Townsbury Inv.

CANNON EXPRESS: Commences Cost Cutting Measures by Axing 50 Jobs
COMDIAL CORP: Issues 1MM Preferred Shares to Bank of America
DECORATIVE SURFACES: Taps Pachulski Stang as Bankruptcy Counsel
DONLAR BIOSYNTREX: Reaches Pact to Undertake Financial Workout
EEX CORP: Continues Talks to Replace Maturing Credit Facility

EAGLE-PICHER: S&P Affirms B+ Credit Rating on Feeble Financials
ENRON CORP: Seeks Approval to Sell Newpower Shares and Warrants
ENRON: Azurix Inks Pact to Sell Wessex Water for $1.7 Billion
ETOYS: Seeks Court Approval to Further Extend Exclusive Periods
FRUIT OF THE LOOM: Has Until August 15 to Remove Pending Actions

GALLANT INSURANCE: S&P Assigns 'R' Financial Strength Rating
GENERAL DATACOMM: Seeks Further Extension of Exclusive Periods
GLOBAL CROSSING: Committee Signs-Up Brown Rudnick as Counsel
GLOBAL CROSSING: Court Approves Hutchison/STT Bid Protections
GRAND TOYS: Fails to Comply with Nasdaq Listing Requirements

HAYES LEMMERZ: Proposed Intercompany Asset Transfer Under Fire
IT GROUP: Sets-Up Uniform Contract & Lease Rejection Procedures
ICON HEALTH: S&P Rates Corp. Credit & $200M Notes at Low-B Level
INSILCO HOLDING: John Fort III Resigns as Non-Executive Chairman
INSILCO HOLDING: Dec. 31 Balance Sheet Upside-Down by $407 Mill.

KAISER ALUMINUM: Wants to Sign-Up Seyfarth Shaw as Labor Counsel
KMART CORPORATION: Pushing for a July 31, 2002 Claims Bar Date
KMART CORP: Launches New Multicultural Radio Marketing Campaign
LTV CORP: Amends APP Budget to Increase Professionals' Carve-Out
LERNOUT & HAUSPIE: Gets 3rd Extension of Litigation Removal Time

LIBERTY OIL: Selling Equity to Kinloch Resources Under CCAA Plan
LODGIAN: Asks Court to Fix June 3 Bar Date for Proofs of Claim
MARINER POST-ACUTE: Committee Backs Confirmation of Joint Plan
MCLEODUSA: Committee Seeks Okay to Hire Milbank Tweed as Counsel
MCWATTERS: Gold Producer Finalizes Papers to Implement CCAA Plan

METALS USA: Wants Plan Filing Exclusivity Extended Until Aug. 30
MOSSIMO INC: Shareholders' Equity Deficiency Tops $678,000
NATIONAL STEEL: Court Okays Logan & Co. as Debtor's Claims Agent
NATIONSRENT: Appoints Thomas Bruinooge as Non-Executive Chairman
NETIA HOLDINGS: Fails to Comply with Nasdaq Listing Requirements

NORTHWEST AIRLINES: Lays-Off 37 More Mechanics in Minn.-St. Paul
OWENS CORNING: Seeks Authority to Exercise Lease Purchase Option
OZ.COM: Terminates Preferred Development Pacts with Microcell
PACIFIC GAS: Resolves Class 5 Claimants' Plan Objections
PACIFIC GAS: Cashing-Out Convenience, Lien & Reclamation Claims

PANTHER TELECOMMS: Shareholders Register 3.3 Million Shares
PILLOWTEX CORP: Taps Russell Reynolds as CEO Search Consultant
PINNACLE HOLDINGS: S&P Cuts Rating to D Following Missed Payment
PSINET INC: Gets Okay to Sell GA Property to Coca-Cola for $17MM
SATX INC: Files for Protection Under U.S. Bankruptcy Code

S.C. JOHNSON COMM'L: Fitch Rates Proposed $500MM Sr. Notes at B+
SAFETY-KLEEN: Proposed Clean Harbors' Break-Up Fee Drawing Fire
SALIENT 3 COMMS: Posts Year-End Net Asset Value for Liquidation
SHEFFIELD STEEL: Says Weak Market Demand May Dampen Q1 Results
SIMON WORLDWIDE: Allan Brown Steps Down as Chief Exec. Officer

SOLECTRON: Weakening Credit Protection Measures Concern Fitch
SOTHEBY'S HOLDINGS: S&P Hatchets Corporate Credit Rating to B+
SOURCE MEDIA: Insight Interactive Discloses 24.4% Equity Stake
STARPOINT GOLDFIELDS: Fails to Meet CDNX Listing Requirements
STATIONS HOLDING: Case Summary & 18 Largest Unsecured Creditors

SUNRISE TECHNOLOGIES: Intends to Issue 1.9M Shares to Anesti
USG CORP: Seeks Second Extension of Rule 9027 Removal Period
VANTAGEMED CORP: Fails to Meet Nasdaq Listing Requirements
WESTERN INTEGRATED: Bad Paperwork Stalls Hiring Debtors' Counsel
ZENITH INDUSTRIAL: Taps Young Conaway as Bankruptcy Co-Counsel

* Meetings, Conferences and Seminars

                           *********

360NETWORKS: Reaches Settlement Agreement with Onfiber Comms.
-------------------------------------------------------------
Judge Gropper put his stamp of approval on a Settlement
Agreement between 360networks, inc., its debtor-affiliates and
Onfiber Communications Inc.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, states that the Debtors and Onfiber entered into an
agreement for construction and sale of conduits.  The Debtors
agreed to construct, install or procure a multiple conduit fiber
optic system in Bellevue, Washington.  Onfiber also agreed to
purchase certain conduits and pipes on such system.

Ms. Chapman relates that the Agreement provided a purchase price
of approximately $4,250,000.  "Onfiber remitted to the Debtors a
deposit of $447,975," Ms. Chapman adds.  Onfiber paid no
additional amounts to the Debtors.

Ms. Chapman reminds the Court that a complaint was filed by the
Debtors alleging that Onfiber:

     (i) breached the Agreement by failing to meet its payment
         obligations; and

    (ii) is liable to the Debtors for the balance of the purchase
         price plus taxes and interest.

"The Debtors alleged damages of at least $4,738,792," Ms.
Chapman says.

To settle their claims, Ms. Chapman relates that both parties
entered into a Settlement Agreement wherein the Debtors:

     (i) receive approximately $2,000,000 from Onfiber;

    (ii) retain the Deposit which is approximately $448,000;

   (iii) receive service along critical routes in Houston, Texas;

    (iv) benefit from Onfiber's expenditure of approximately
         $1,000,000 of set up costs incurred in connection with a
         new service order for the Debtors;

     (v) settle the Adversary Proceeding; and

    (vi) reject the Agreement.

"In return, the Debtors will supply fibers to Onfiber with an
aggregate value of approximately $2,000,000 over approximately
seven months," Ms. Chapman explains.

More specifically, the Settlement Agreement provides that:

     (i)  OnFiber has deposited $2,000,000 into an escrow account
         pursuant to an escrow agreement;

    (ii)  Upon the Closing, 360 USA shall:

         (a) receive a payment of $500,000 from the Escrow
             Account; and

         (b) retain the Deposit which is $447,975.

   (iii) the Debtors and OnFiber will execute and deliver the
         Houston Service order and attached Direct Service order
         Terms and Conditions. Pursuant to the Houston Service
         order, OnFiber will provide the Debtors 2.5 gigawaves of
         capacity in Houston, Texas;

    (iv) the Debtors will provide to OnFiber certain metro-fiber
         assets and/or routes, to be agreed upon by the Parties,
         with an aggregate value of $948,000, representing
         approximately 273 fiber miles;

     (v) no later than July 1, 2002, unless agreed to otherwise
         in writing by the Parties, the Debtors shall provide to
         OnFiber certain, metrofiber assets, to be agreed upon by
         the Parties, with an aggregate value of $500,000,
         representing approximately 144 fiber miles;

    (vi) no later than September 1, 2002, unless agreed to
         otherwise in writing by the Parties, the Debtors shall
         provide to OnFiber certain, metro-fiber assets, to be
         agreed upon by the Parties, with an aggregate value of
         $650,000, representing approximately 187 fiber miles;
         and

   (vii) the Debtors:

         (a) will dismiss the Adversary Proceeding with prejudice
             and without costs; and

         (b) reject the Bellevue Agreement. OnFiber will waive
             any claim related to the Bellevue Agreement,
             including rejection damages. (360 Bankruptcy News,
             Issue No. 20; Bankruptcy Creditors' Service, Inc.,
             609/392-0900)


ADVANTICA RESTAURANT: Amends & Extends Sr. Notes Exchange Offer
---------------------------------------------------------------
Advantica Restaurant Group, Inc. (OTCBB: DINE) announced that it
is amending its exchange offer with respect to $265.0 million of
its 11.25% senior notes due 2008, of which $529.6 million
aggregate principal amount is currently outstanding. Advantica
is now offering to exchange up to $212.0 million of registered
12.75% senior notes due 2007 to be jointly issued by Denny's
Holdings, Inc. and Advantica for up to $265.0 million of Old
Notes.

Under the terms of the amended offer, for each $1,000 principal
amount of Old Notes exchanged, Advantica is now offering $800
principal amount of New Notes, plus accrued and unpaid interest
in cash. In the event that the Old Notes tendered exceed the
maximum amount, then Advantica will allocate the New Notes on a
pro rata basis.

The exchange offer is being further amended to waive the
condition, previously announced on March 14, 2002, that a
minimum of $60.0 million aggregate principal amount of Old Notes
be validly tendered and accepted on or prior to the expiration
date, to provide that consummation of the exchange offer is now
conditioned on at least $50.0 million aggregate principal amount
of Old Notes being validly tendered and accepted on or prior to
the expiration date.

Complete information concerning the amendment to the exchange
offer is set forth in a prospectus supplement dated March 25,
2002 being distributed to holders of the Old Notes, together
with the original prospectus dated January 3, 2002 and the
earlier prospectus supplement dated March 15, 2002.

The exchange offer, as previously extended, has been further
extended in connection with this amendment and is scheduled to
expire at 5:00 p.m., New York City time, on April 9, 2002. To
date, an aggregate of approximately $56.8 million of Old Notes
has been tendered for exchange.

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

Advantica Restaurant Group, Inc. is one of the largest
restaurant companies in the United States, operating moderately
priced restaurants in the mid-scale dining segment. Advantica
owns and operates the Denny's, Coco's and Carrows restaurant
brands. FRD Acquisition Co., the parent company of Coco's and
Carrows and a wholly owned subsidiary of Advantica, is
classified as a discontinued operation for financial reporting
purposes and is currently under the protection of Chapter 11 of
the United States Bankruptcy Code effective as of February 14,
2001.

DebtTraders reports that Advantica Restaurant Group's 11.250%
bonds due 2008 (DINE08USR1) are being quoted at a price of 78.5.
For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=DINE08USR1


ASSOCIATED MATERIALS: Commences Tender Offer for 9-1/4% Notes
-------------------------------------------------------------
Associated Materials Incorporated (Nasdaq: SIDE) announced that
it has commenced a tender offer and consent solicitation for any
and all of its outstanding 9 1/4% Senior Subordinated Notes due
March 1, 2008.  AMI commenced the tender offer and consent
solicitation pursuant to the merger agreement executed on March
16, 2002 with Associated Materials Holdings Inc. (formerly known
as Harvest/AMI Holdings Inc.) and Simon Acquisition Corp., a
wholly owned subsidiary of Associated Materials Holdings Inc.
Simon Acquisition Corp. has commenced a tender offer for all
outstanding shares of AMI's common stock  pursuant to the merger
agreement.

The tender offer and consent solicitation are subject to the
terms and conditions set forth in AMI's Offer to Purchase and
Consent Solicitation Statement dated March 22, 2002 and will
expire at 12:00 midnight, New York City time, on April 18, 2002,
unless extended.  One of these conditions is the purchase by
Simon Acquisition Corp. of a majority of AMI's common stock (on
a fully diluted basis) in the Share Tender.

There are $75 million principal amount of 9-1/4% Notes
outstanding.  AMI will fund the tender offer and consent
solicitation with financing being arranged by Associated
Materials Holdings Inc.  Receipt of this new financing is also a
condition to AMI's obligation to purchase the Notes in the
offer.

Holders tendering their Notes will be required to consent to
amendments that will eliminate or modify most of the restrictive
covenants contained in the indenture governing the Notes and
that will amend certain other provisions of the indenture.  The
tender offer and consent solicitation with respect to the Notes
are conditioned, among other things, on the receipt of consents
from holders of at least a majority of the principal amount of
the Notes.

A consent payment of $20 per $1,000 of principal amount of Notes
will be paid on the date the Notes are purchased to holders who
tender their Notes and provide their consents to the proposed
indenture amendments at or prior to 5:00 p.m., New York City
time, April 4, 2002.  Tendered Notes and consents may not be
withdrawn after April 4, 2002.  Holders of Notes tendered after
such date will not receive a consent payment.  AMI may amend,
extend or terminate the tender offer and consent solicitation in
its sole discretion.

The purchase price per $1,000 principal amount of Notes to be
paid for each validly tendered Note will be (1) an amount based
on a yield to March 1, 2003 (the first optional redemption date
with respect to the Notes) that is equal to the sum of (i) the
yield on the 4.25% U.S. Treasury Note due March 31, 2003, and
(ii) a fixed spread of 50 basis points, less (2) $20, the amount
of the consent payment.  In addition, accrued and unpaid
interest will be paid on the tendered Notes up to but not
including the payment date.  The purchase price for each Note
will be set at 2:00 p.m., New York City time, on April 16, 2002,
unless the expiration date is extended.

Additional information concerning the terms of the Note tender
offer and the consent solicitation, tendering Notes and the
delivery of consents and conditions to the Note tender offer and
the consent solicitation may be obtained from Ralph Cimmino or
David Knutson at UBS Warburg LLC at (888) 722-9555 or (203) 719-
8035/1575.  Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained
from Morrow & Co., Inc., the Information Agent, at 445 Park
Avenue, 5th Floor, New York, NY, 10022 at (800) 654-2468.

AMI is a leading manufacturer of exterior residential building
products, which are distributed through more than 80 company-
owned supply centers across the country.  Its Alside division
produces a broad range of vinyl siding and vinyl window lines as
well as vinyl fencing, decking and railing and vinyl garage
doors.  The company's operations also include AmerCable, a
manufacturer of electrical cable used in mining, offshore
drilling, transportation and other specialized industries.

As reported in the March 22, 2002 edition of Troubled Company
Reporter, Standard & Poor's announced that its 'BB' ratings on
Associated Materials Inc. remained on CreditWatch with
developing implications where they were placed on December 20,
2001.


BCE TELEGLOBE: Fitch Rates $1.3BB Senior Unsecured Notes at B+
--------------------------------------------------------------
Fitch Ratings has initiated coverage of BCE Teleglobe, assigning
a 'B+' rating to approximately $1.3 billion of senior unsecured
notes. The notes have been placed on Rating Watch Evolving and
will remain in place until BCE Inc., Teleglobe's parent company,
offers a greater indication of support to debtholders and/or
Teleglobe's credit facility is extended. This rating was
initiated by Fitch as a service to users of its ratings. The
rating is based on public information.

The rating assigned implies very little in the way of continued
financial support from BCE, the uncertainty surrounding
Teleglobe's ability to negotiate an extension for its credit
facility with favorable terms, and the difficult conditions in
Teleglobe's telecommunications market sector. At the end of
2001, BCE Teleglobe had approximately $2.7 billion in total
debt, including the $1.3 billion fully drawn bank facility,
which matures July 2002. While the company is currently in
discussions with its bank syndicate to renew the facility with
an extension, it is uncertain as to whether or not the
negotiations will be successful. Given Teleglobe's highly
levered position, it is highly doubtful that the banks will
renew the facility without explicit support from BCE. Publicly,
BCE has stated that it has no intentions of guaranteeing the
debt of any of its subsidiaries, including Teleglobe, although
it does support Teleglobe operationally. Should the bank
facility mature this year, Teleglobe does not have sufficient
cash flow on a stand-alone basis to service the facility.

At this time, Teleglobe is slightly EBITDA positive but is not
generating sufficient cash flow to cover its operating needs.
Given its lack of liquidity, the company is completely reliant
on BCE to provide additional funding to meet its obligations.
While BCE's initial financial commitment was capped at $900
million, it did commit an additional CDN$1 billion
(approximately US$620 million) that it believes should be
sufficient to meet all of the company's operational requirements
for 2002. Although BCE believes Teleglobe should generate free
cash flow in 2003, Fitch believes this is doubtful, given the
weakening telecommunications sector, pricing pressure on the
voice business, and weaker than expected data revenue growth.

Positively, Teleglobe has instituted cost cutting initiatives
that may help improve its metrics. Specifically, Teleglobe plans
to significantly reduce its capital expenditures from over $1.3
billion in 2001 to approximately $310 million budgeted for 2002.
This can be attributed to a revision in the GlobeSystem buildout
strategy. Additionally, the company has made reductions in its
workforce, reducing its headcount by approximately 550 employees
to date.

Importantly, in 2002, BCE will implement initiatives through
which Teleglobe will leverage its relationship with Bell Canada,
another BCE subsidiary, by outsourcing a variety of its IS/IT,
technology, and network planning to Bell Canada. This should
enable Teleglobe to focus its efforts marketing and sales in an
effort to expand its customer base. Despite these initiatives,
without explicit support from BCE, Teleglobe's viability as a
stand-alone entity will continue to be in question.

Teleglobe offers a wide range of services to its global market,
including Internet connectivity, voice, hosting, managed
application hosting, and content delivery services. Teleglobe's
customer base consists of all types of communications carriers,
including ISPs, as well as global enterprises. The company's
network of fiber optic cable and satellite links currently
reaches 240 countries and territories. Teleglobe has implemented
multi-year, multi-billion dollar data infrastructure initiative
called GlobeSystem that will link its global terrestrial,
undersea and satellite network and provide Teleglobe with the
ability to integrate Internet, data, video, and voice services
across regions.


BANYAN STRATEGIC: Net Assets in Liquidation Drops to $12MM in Q4
----------------------------------------------------------------
Banyan Strategic Realty Trust (Nasdaq: BSRTS) announced that for
the quarter ended December 31, 2001 its Net Assets in
Liquidation decreased by approximately $1.9 million, from
approximately $14.3 million at September 30, 2001 to
approximately $12.4 million at December 31, 2001. The decrease
was due primarily to a $2.7 million provision for asset
impairment, which was offset by the receipt of $1.0 million of
forfeited earnest money. The provision for asset impairment
represents the write down in net carrying value of the Trust's
Riverport property in Louisville, Kentucky to reflect the
February 20, 2002 contract price.  The $1.0 million of earnest
money was forfeited by Denholtz Management Corp. after its
December 3, 2001 decision not to purchase Banyan's University
Square Business Center property in Huntsville, Alabama.  Also
contributing to the decrease in Net Assets in Liquidation was an
operating loss of $0.2 million, depreciation expense of $0.3
million and minority interest of $0.1 million.  This decrease
was offset by $0.1 million of interest income on cash and cash
equivalents and recovery of losses on loans, notes and interest
receivable of approximately $0.1 million.

For the three months ended December 31, 2000, the Trust reported
Net Income Available to Common Shares of approximately $0.7
million.  Because of the differences between the liquidation
basis of accounting and the going concern basis of accounting
described below, this amount is not comparable to the changes in
net assets in liquidation as reported for the three months ended
December 31, 2001.

For the year ended December 31, 2001, the Trust's Net Assets in
Liquidation decreased by approximately $51.8 million from
approximately $64.2 million at December 31, 2000 to
approximately $12.4 million at December 31, 2001.  The decrease
was primarily the result of distributions paid to shareholders
of $77.3 million, including the Trust's liquidating
distributions totaling $4.95 per share, amounting to $76.7
million.  Offsetting this decrease were: gains on the Trust's
sale of 24 of its 27 properties on May 17, 2001 (net of minority
interests of $6.4 million) of approximately $25.8 million,
operating income in the amount of approximately $3.0 million,
the receipt of $1.0 million of forfeited earnest money, recovery
of losses on loans, notes and interest receivable of
approximately $1.0 million and $0.8 million of interest on cash
and cash equivalents.  This amount was reduced by depreciation
expense of approximately $3.2 million and the aforesaid
provision for asset impairment of $2.7 million.

The recovery of losses on loans, notes and interest receivable
of approximately $1.0 million represents cash received in
respect of the Trust's interest in a liquidating trust that was
established for the benefit of the unsecured creditors VMS
Realty Partners and its affiliates.  The interest in this
liquidating trust had previously been accorded no carrying value
in the Trust's financial statements.

For the year ended December 31, 2000, the Trust reported Net
Income Available to Common Shares of approximately $2.0 million.
Because of the differences between the liquidation basis of
accounting and the going concern basis of accounting described
below, this amount is not comparable to the changes in net
assets in liquidation as reported for the year ended December
31, 2001.

                Status of Real Estate Asset Sales

As of December 31, 2001, Banyan owned interests in three
properties; Northlake Tower Festival Mall in Atlanta, Georgia;
University Square Business Center in Huntsville, Alabama and
6901 Riverport Drive in Louisville, Kentucky.

On February 21, 2002, the Trust announced that it had signed a
contract to sell 6901 Riverport Drive, for a gross purchase
price of $6.05 million.  The purchase contract contains a 60-day
inspection period, during which the purchaser can conduct
various tests and investigations of the property and the
surrounding market.  During this inspection period the purchaser
may terminate the contract without penalty.  If the sale is
consummated, the Trust expects to utilize the proceeds to retire
(or, in the event of an assumption, credit to the purchaser) the
existing Riverport debt ($3.4 million), as well as to pay real
estate commissions, closing costs and prorations (approximately
$0.5 million), thus realizing net proceeds of approximately
$2.15 million.

On March 4, 2002, the Trust announced that it had signed a
contract to sell its Huntsville, Alabama property, known as
University Square Business Center, for a gross purchase price of
$8.45 million. The purchase contract contains no inspection
period and the buyer has waived all other contingencies.
Closing is scheduled to occur no later than May 15, 2002.  If
the transaction closes, the Trust expects to utilize the
proceeds to retire the existing University Square debt ($4.65
million) and to pay related closing costs and prorations
(approximately $0.15 million), thus realizing net proceeds of
approximately $3.65 million.

On March 15, 2002, the Trust announced that it acquired the
interests of its partner, M & J Wilkow, Ltd., in the Northlake
Tower Festival Mall in Atlanta, Georgia.  The shopping center
was previously owned by Banyan and affiliates of Wilkow in a
joint venture.  The purchase price paid to Wilkow by Banyan was
$1.3 million, adjusted by certain prorations and credits.
Wilkow had an approximate 20% interest in the property's cash
flow and an approximate 30% interest in its capital proceeds.

L.G. Schafran, Interim President, CEO and Chairman of the Board
of Trustees of the Trust, commented: "If the two anticipated
property sale transactions are consummated, the Trust will have
realized net sales proceeds of approximately $5.8 million.
After deducting the $1.3 million utilized to purchase the
Northlake interest, the Trust's cash reserves will have
increased by approximately $4.5 million or almost $0.30 per
share.  We intend to continue our policy of making liquidating
distributions, when and as often, as circumstances permit.  The
Board of Trustees will evaluate the Trust's cash reserves and
consider making the appropriate liquidating distribution, as
soon and efficiently as practical, particularly after the
University Square and the Riverport transactions are completed."

                        Nasdaq Delisting

The Trust previously announced that on February 14, 2002, it was
notified by Nasdaq that because the minimum bid price for the
Trust's shares of beneficial interest closed below $1.00 per
share for the preceding thirty consecutive trading days, the
Trust faced delisting.  The bid price must close at $1.00 or
more per share for ten or more consecutive trading days between
the notification date and May 15, 2002 for delisting to not
occur.  If this criterion is not met, the shares would be
delisted, subject to the Trust's right of appeal.  The Trust is
currently looking into alternatives in order to provide a market
for the exchange of its shares.

                Liquidation Basis of Accounting

As a result of the adoption of a Plan of Termination and
Liquidation on January 5, 2001, the Trust began reporting on the
liquidation basis of accounting, effective for the quarter
ending March 31, 2001.  Therefore, operations for the year and
three months ended December 31, 2001 are reported on the
Consolidated Statement of Changes in Net Assets in Liquidation,
while the December 31, 2000 results were reported on a going
concern basis on the Consolidated Statement of Operations.  The
financial statement presentations differ materially in that
under the liquidation basis of accounting, the Trust no longer
amortizes deferred financing fees and leasing commissions and no
longer records straight line rental income.  Leasing
commissions, however, are deducted in the computation of
Operating Income and are no longer capitalized and amortized.

Banyan Strategic Realty Trust is an equity Real Estate
Investment Trust (REIT) that, on January 5, 2001, adopted a Plan
of Termination and Liquidation.  On May 17, 2001, the Trust sold
approximately 85% of its portfolio in a single transaction and
now owns interests in three (3) real estate properties located
in Atlanta, Georgia; Huntsville, Alabama (which is the subject
matter of the Trust's press release of March 4, 2002); and
Louisville, Kentucky (which is the subject matter of the Trust's
press release of February 21 2002).  As of this date, the Trust
has 15,496,806 shares of beneficial interest outstanding.


BOYD GAMING: S&P Assigns B+ Rating to New $200M Senior Sub Notes
----------------------------------------------------------------
On March 25, 2002, Standard & Poor's assigned its 'B+' rating to
Boyd Gaming Corp.'s proposed $200 million senior subordinated
note offering. Concurrently, Standard & Poor's revised its
outlook for Boyd to stable from negative. At the same time,
Standard & Poor's affirmed its 'BB' long-term corporate credit
rating on the company.

The proposed notes are expected to be offered pursuant to Rule
144A of the Securities Act of 1933. Proceeds are expected to be
used to repay existing bank debt, and for general corporate
purposes.

The outlook revision reflects the company's positive operating
momentum since the second quarter of 2001, and the expectation
that debt leverage will continue to decline in 2002 as Boyd
benefits from the February 2002 opening of Delta Downs Racetrack
and Casino (Vinton, Louisiana). It is expected that the Borgata
project will serve as Boyd's primary growth vehicle over the
intermediate term, and that management will otherwise favor debt
reduction and de-leveraging over additional investment
opportunities.

The ratings on Las Vegas, Nevada-based Boyd incorporate the
company's diversified portfolio of gaming properties and
historical ability to generate steady cash flow. These factors
are offset by high debt leverage and the potential for
challenges associated with completing and opening Borgata.

Operating performance continued to improve in the first quarter
of 2002 based on management's preliminary guidance issued on
March 21, 2002. EBITDA for the first quarter ended March 31,
2002, is expected to be between $67 million - $70 million,
compared with $55 million in the first quarter of 2001, which
did not benefit from six weeks of Delta Downs. Standard & Poor's
expects debt leverage to decline to the low- to mid-4 times area
by year-end 2002, from about 5x at year-end 2001, driven by
earnings growth and modest debt reduction. Standard & Poor's
expects most of Boyd's remaining 2002 capital spending to be
maintenance related, following its first quarter contribution to
Borgata of $35 million - $40 million. Boyd's final contribution
to Borgata of about $25 million is not due until 2003.

Over the longer term, Borgata is expected to perform well when
it opens in 2003. Initially, though, cash flow from this
property will be required to service construction-related debt
and will not be available for dividends to the joint-venture
partners beyond those required for tax payments. Construction
remains on track and within budget, and the project budget
continues to report a substantial contingency.

                          Outlook

The stable outlook reflects expectation that positive operating
momentum will continue and will translate to a stronger balance
sheet during the course of 2002. Cash flow levels are expected
to be sufficient to allow for de-leveraging, even if modest
support for Borgata is required beyond the current plan,
although this is not expected at this time.


BUCKEYE TECHNOLOGIES: S&P Rates $300MM Universal Shelf at B+
------------------------------------------------------------
Standard & Poor's has assigned its 'B+' ratings to Buckeye
Technologies' $300 million universal shelf. The rating is
notches below the company's credit rating at 'BB' with a
negative outlook.

The ratings reflect Buckeye's below-average business profile,
its leading positions in niche pulp markets, and its aggressive
financial profile. Buckeye, based in Memphis, Tennessee, is a
leading producer of absorbent products and specialty pulps,
including air-laid nonwoven products, fluff pulp, chemical
cellulose, and customized paper cellulose.

Buckeye's solid market position is protected by high barriers to
entry in the industry, such as long-term customer relationships
and technical know-how. The company also benefits from good
geographic diversity. However, recent capacity additions,
including Buckeye's new 50,000-ton air-laid nonwoven machine,
are escalating competitive pressures.

Operating margins (before depreciation and amortization) are
currently impaired by weak fluff pulp prices and start-up costs.
In addition, Buckeye has yet to reap commercial benefits from
new products. As a result, the margins are likely to remain
below 20% compared with previous levels of about 25%. Earnings
and cash flow volatility could increase now that the pricing in
a major customer contract has reverted to market prices.

Buckeye has upgraded and expanded operations primarily through
debt-financed capital investment and acquisitions over the past
few years.

The company is expected to remain highly leveraged with debt to
capital of about 75%. Until financial flexibility improves, no
additional bolt-on acquisitions, share repurchases, or dividends
are expected. However, debt to EBITDA, currently 5 times, is
likely to rise further in the near term, with soft earnings and
little debt reduction, before improving to between 3x and 4x
over the intermediate term as pulp markets recover and new
capacity is absorbed. With capital expenditures falling
substantially from $153 million in fiscal 2001 to about $40
million in fiscal 2002 (June year-end), Buckeye should break
even on a free cash-flow basis, returning to positive cash flow
generation if markets improve as expected later in 2002.

Funds from operations to debt is likely to deteriorate from its
current midteens percentage level to below 10% by the middle of
calendar 2002, but improve with higher earnings toward the upper
teens percentage area in the intermediate term. EBITDA interest
coverage is also likely to decline to about 2.5x from 3x
currently, but improve toward 3.5x during the next two years.

Heavy capital spending for capacity expansion amid weak markets
has reduced Buckeye's financial flexibility. About $31 million
continues to be available under the company's $215 million
revolving credit facility, which was recently amended to loosen
financial covenants through June 2003. Although the company is
expected to have sufficient resources to meet its debt
maturities, the rating reflects the assumption that management
will take steps to improve financial flexibility to a more
appropriate level in the near term.

                            Outlook

The ratings could be lowered if market conditions deteriorate
further, if the company fails to achieve expected benefits from
its expanded capacity, or if financial flexibility does not
improve within the next several months.


CALPINE: Says S&P's Downgrade Has Little Effect on Operations
-------------------------------------------------------------
Calpine Corporation (NYSE: CPN) confirmed that its operations
are not significantly affected by the recent change of Standard
& Poor's rating on Calpine's corporate credit rating to BB from
BB+ and on its senior unsecured debt to B+ from BB+.  The S&P
downgrade does not trigger any defaults under the company's
credit agreements.  The company continues to conduct its
business with its usual creditworthy counterparties.

"Calpine remains committed to attaining an investment grade
rating with S&P," stated Bob Kelly, president Calpine Finance
Company.  "While our highest priority today is to build a
substantial liquidity cushion and strengthen our
creditworthiness, we continue to execute on our new, flexible
power program. By the end of 2003, Calpine will double its
operating portfolio and will have the nation's largest, most
modern fleet of electric generating facilities."

The company continues to explore various alternatives that may
be used to further strengthen its creditworthiness, including
joint ventures, outsourcing the marketing of certain blocks of
power, and repaying debt.

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

DebtTraders reports that Calpine Corp.'s 8.250% bonds due 2005
(CPN05USR1) are quoted at a price of 80. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CPN05USR1for
real-time bond pricing.


CALPINE: Deloitte & Touche Replaces Andersen as Accountants
-----------------------------------------------------------
Calpine Corporation (NYSE: CPN) announced that its Board of
Directors, after extensive review and at the recommendation of
its Audit Committee and the company's management, has selected
Deloitte and Touche LLP as Calpine's independent public
accountants for 2002. The appointment of Deloitte and Touche is
subject to the ratification of shareholders of record on March
29, 2002 at Calpine's 2002 Annual Meeting of Stockholders,
scheduled for May 23, 2002. Prior to the selection of Deloitte
and Touche, Arthur Andersen LLP served as the company's
independent public accountants.

Arthur Andersen LLP exhibited the highest level of
professionalism and provided exemplary service to Calpine since
1991.  The decision to change accountants was made after careful
consideration and is not the result of any disagreement between
the company and Andersen on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope
or procedure. Andersen's report on Calpine's 2001 financial
statements is expected to be issued during the week of March 25,
2002, in conjunction with the filing of Calpine's Annual Report
on Form 10-K for the year ended December 31, 2001.

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


CALYPTE BIOMEDICAL: Issues Draw-Down Notice to Townsbury Inv.
-------------------------------------------------------------
On February 26, 2002, Calypte Biomedical Corporation issued a
draw down notice to Townsbury Investments Limited ("TIL") in
connection with the common stock purchase agreement dated August
23, 2001 evidencing a standby equity-based credit facility
between the Company and TIL. This notice required TIL to
purchase up to $150,000 of Calypte's common stock pursuant to a
pricing formula in the stock purchase agreement. The settlement
period began on February 27, 2002, and ended on March 13, 2002,
and settled on March 14, 2002. On March 11, 2002, Calypte issued
a short-term promissory note to TIL in the amount of $150,000.
At the final settlement date on March 14, 2002, TIL purchased a
total of 855,059 shares of Calypte's common stock at an average
purchase price of $0.175 per share, resulting in proceeds of
$141,500 net of brokerage, escrow and other fees. Of those
proceeds, $141,500 was used to pay down the short-term
promissory note issued by Calypte to TIL and Calypte paid $8,500
to the escrow agent to cover the brokerage fees and escrow fees.
Ladenburg Thalmann & Co. received $7,500 in brokerage fees and
the escrow agent received $1,000 in escrow fees in connection
with this drawdown.

Because TIL may sell some or all of these shares, and because
there are currently no agreements, arrangements or
understandings with respect to the sale of any of these shares,
there can be no estimate as to the actual amount of shares that
they will hold after the completion of the offering.

Calypte will not receive any of the proceeds from this sale of
shares by TIL. However, it will receive the sale price of common
stock sold to TIL. Other than the pay off of the short-term
promissory note discussed above, Calypte expects to use the
proceeds of this sale of common stock for general corporate
purposes.

Calypte Biomedical's urine-based HIV-1 test is touted as having
several benefits over blood tests, and has received FDA approval
for use in professional laboratories. The test is also available
in China, Indonesia, Malaysia, and South Africa. The company
would like to extend its HIV test by making it faster and
adapting it for over-the-counter sale. The firm is working on
urine- and blood-based tests for other diseases and participates
in a national HIV testing service known as Sentinel. Calypte
Biomedical also owns about 30% of Pepgen, which is developing an
interferon-based drug to treat multiple sclerosis. At September
30, 2001, the company reported a total shareholders' equity
deficit of about $3.5 million.


CANNON EXPRESS: Commences Cost Cutting Measures by Axing 50 Jobs
----------------------------------------------------------------
Chairman of the Board Dean G. Cannon announced a reduction in
corporate non-driver personnel. Approximately 50 jobs have been
eliminated.  The decision was a very painful one, since many of
the people have been employees and friends for many years.

The cost cutting measures were implemented based upon the advice
of consultants and management with the objective of improving
the short and long term financial position of the company.

As a part of the expense reduction Dean Cannon, President and
Rose Marie Cannon, Secretary Treasurer of Cannon Express (Amex:
AB) have decided to forego their salaries and allow the current
corporate office facilities owned by the Cannon family to be
used by Cannon Express for no charge to the Company for an
indefinite period.

The expressed canon of Cannon Express is to serve the customer.
The irregular route, full truckload firm hauls general
commodities in the US and Canada. It operates a fleet of 775
tractors and more than 1,600 trailers. The company ships retail
and wholesale goods (largely for discount merchandisers),
automotive supplies and parts, nonperishable food products, and
paper goods. Major customers include Wal-Mart and International
Paper. Cannon Express monitors and coordinates routes through a
company-designed computer system. The company also operates
CarriersCo-Op.com, an Internet-based forum for smaller carriers
to share or swap extra loads. Co-founders Dean and Rose Marie
Cannon own 60% of the company. At December 31, 2001, the
company's balance sheet showed a working capital deficit of
about $19 million.


COMDIAL CORP: Issues 1MM Preferred Shares to Bank of America
------------------------------------------------------------
On March 6, 2002,  Bank of America,  N.A., and Comdial
Corporation completed a restructuring of loans previously made
by the Bank to the Company.  In connection with the loan
restructuring, the Bank received 1,000,000 shares of the
Company's Series B Alternate Rate Cumulative Convertible
Redeemable Preferred Stock in partial satisfaction of an
existing revolving loan and term loan, including accrued and
unpaid interest, as of March 6, 2002, made to Comdial.

In connection with the restructuring, Comdial exchanged all such
debt, aggregating approximately $22,900,000, for the following:

           (1) a new $8,000,000 revolving loan with a maturity
               date of March 31, 2003 and bearing interest at
                 prime plus 4.0%, variable daily;

           (2) a new $4,903,874.69 term loan with a maturity date
               of March 31, 2003 and bearing  nterest at prime
               plus 4.0%, variable daily (the Term Loan); and

           (3) 1,000,000 shares of the Company's new Series B
               Alternate Rate Cumulative Convertible Redeemable
               Preferred Stock, par value $10.00 per share.

The Series B Shares carry a cumulative quarterly dividend
payable in cash at the rate of 5% per annum, or in shares of the
Company's common stock, payable at the rate of 10% per annum.
Whenever  quarterly dividends payable on Series B Shares are in
arrears, then thereafter Comdial may not declare or pay
dividends on, or make any distributions on any shares of any
other series or class or purchase, redeem or otherwise acquire
any shares of any other series or class until all accrued and
unpaid  dividends on the Series B Shares have been paid in full
or declared and set apart for payment.

The Series B Shares are convertible at any time into Comdial's
common stock. Initially, each Series B Share will be convertible
into 1.5 shares of the Company's common stock.  In the event
that while any Series B shares are held by the Bank (or a
nominee thereof), the Company issues new shares of common stock
to investors for new funding and uses a portion of the proceeds
to reduce the outstanding principal amount of its Term Loan, the
conversion ratio shall be adjusted as follows:

     Term Loan Paydown      Conversion Ratio     Shares of Common
     -----------------      ----------------     ----------------
       $0                     1.5:1                1,500,000
       $1.0 million           1.4:1                1,400,000
       $1.5 million           1.3:1                1,300,000
       $2.0 million           1.2:1                1,200,000
       $2.5 million           1.0:1                1,000,000
       $3.0 million           0.5:1                  500,000

The Series B Shares do not have any voting powers, either
general or special, except as required by applicable law and
shall have approval rights as follows:

      (a) Without the approval of the holders of 67% of the
shares of Series B Shares at the time  outstanding, Comdial may
not amend its Certificate of Incorporation to, adopt a
certificate of  designation to, or otherwise (i) create any
class of stock, issue any series of Preferred Stock or any other
equity security ranking prior to or in parity with the Series B
Shares as to dividends or upon liquidation; provided, however,
that such approval shall not be required if the creation or
issuance of the class or series of equity securities ranking
prior to or in  parity with the Series B Shares  is created or
issued in an Approved Transaction (as defined in the Certificate
of Designation for the Series B Shares); or (ii) alter or change
any of the references, privileges, rights or powers of the
holders of the Series B Shares so as to affect adversely such
preferences, privileges, rights or powers.

      (b) In the event that any four consecutive quarterly
dividends upon the Series B Shares shall be in arrears and
unpaid, the holders of the Series B Shares will have the
exclusive and special right,  voting separately as a class, to
elect two (2) members of the Company's Board of Directors or
such greater number of members as is necessary to equal at least
20% of the total number of members of the Board of Directors at
all times thereafter.


DANKA BUSINESS: Appoints Chris Harned as Non-Executive Director
---------------------------------------------------------------
Danka Business Systems PLC (Nasdaq:DANKY) announced the
appointment of Chris Harned as a Non-Executive Director to its
Board of Directors, effective immediately.  Mr. Harned was
appointed by the Company's Participating Shareholders to replace
Anthony Tutrone, who resigned from the Board of Directors on
February 25, 2002.

Mr. Harned is Managing Director of the Cypress Group L.L.C.
which he joined in 2001. Prior to the Cypress Group, Mr. Harned
spent 16 years at Lehman Brothers, most recently as head of
Lehman's Global Consumer Products Merger and Acquisition
business. Mr. Harned also served as a member of Lehman Brothers'
Investment Banking Business Development Committee.

Danka Business Systems, PLC, headquartered in London, England,
and St. Petersburg, Florida, is one of the world's leading
providers of office imaging solutions and related services and
supplies. Danka provides office imaging equipment and related
services, parts and supplies to customers in 27 countries around
the world. For additional information about copier, printer and
other office imaging products from Danka, visit the Web site at:
http://www.danka.com


DECORATIVE SURFACES: Taps Pachulski Stang as Bankruptcy Counsel
---------------------------------------------------------------
Decorative Surfaces International, Inc., requests authority from
the U.S. Bankruptcy Court for the District of Delaware to retain
Pachulski, Stang, Ziehl, Young & Jones PC as its Bankruptcy
Counsel.

The Debtors will pay Pachulski Stang at its customary hourly
rates.  The principal attorneys and paralegal presently
designated to represent the Debtor and their current standard
hourly rates are:

           Laura Davis Jones       $550 per hour
           James I. Stang          $550 per hour
           Richard J. Gruber       $430 per hour
           David J. Barton         $430 per hour
           Bruce Grohsgal          $395 per hour
           Natalie Chandler Rosen  $380 per hour
           Robert M. Saunders      $370 per hour
           Werner Disse            $355 per hour
           Marta C. Wade           $120 per hour
           Bruce Dean Campbell     $120 per hour
           Camille Ennis           $105 per hour

The professional services that Pachulski Stang will render to
the Debtor include:

      a) providing legal advice with respect to its powers and
         duties as debtor in possession in the continues
         operation of its business and management of its
         properties;

      b) preparing and pursuing confirmation of a plan and
         approval of a disclosure statement;

      c) preparing on behalf of the Debtors necessary motions,
         answers, orders, reports and other legal papers;

      d) appearing in Court and protecting the interests of the
         Debtor before the Court; and

      e) performing all other legal services for the Debtor that
         may be necessary and proper in these proceedings.

The Debtor discloses that Pachulski Stang received $350,830 in
connection with the preparation of initial documents and for
postpetition representation.

Decorative Surfaces International, Inc. manufactures wall
coverings, decorative design components for floor tiled and
other laminates. The Company filed for chapter 11 protection on
March 19, 2002.  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.


DONLAR BIOSYNTREX: Reaches Pact to Undertake Financial Workout
--------------------------------------------------------------
Donlar Biosyntrex Corporation (OTC: DBSY), and its parent
company, Donlar Corporation, leaders in green chemistry,
products and technology, announced that they had reached
agreement with their principal investors to a major multi-step,
financial restructuring, and had completed the first phase of
the restructuring.

This phase results in a major reduction in the total debt
outstanding and a restructuring of the remaining debt that
strengthens the Company's balance sheet while significantly
reducing its ongoing interest expense.

The Company's outstanding notes payable will be reduced from $38
million to $19.2 million as a result of these transactions.

Two primary lenders have agreed to exchange their existing debt
for $18 million of a new series of senior convertible preferred
stock at a conversion price of $0.68 per share. The Company will
also exchange debt owed to other lenders for $1.9 million of the
new senior convertible preferred stock at the same conversion
price.

The Company restructured the remaining indebtedness to its
principal lender into two five-year notes, a low interest note
for $9 million and another note for $10.2 million, for a total
of $19.2 million. These notes are convertible into shares of the
Company's common stock at a conversion price of $0.68 per share.

Larry Koskan, President and CEO of the Company said, "We are
very pleased that these important investors have finalized their
decisions to restructure the Company's debt. These transactions
allow the Company's management team to focus more of its energy
on the Company's growing businesses and the expansion of the
introduction of the Company's environmentally friendly
technologies".

Donlar Biosyntrex Corporation is at the forefront of providing a
new class of protein biopolymers that help customers by
providing solutions while satisfying environmental concerns for
the creation of non-toxic products for a wide range of
industrial, agricultural and consumer markets. The Company's 140
global patents protect its non-hazardous, non-toxic,
hypoallergenic, environmentally friendly and biodegradable
thermal polyaspartate (TPA) biopolymers, technology and
marketplace. The Company's applications for its products include
the markets of oil field operations, fertilizers, detergents and
water treatment. Donlar's beta-protein biopolymers are
manufactured in its 50,000 square foot facility located in Peru,
Illinois.

For more information about the company, visit its Web site at
http://www.donlar.com


EEX CORP: Continues Talks to Replace Maturing Credit Facility
-------------------------------------------------------------
EEX Corporation (NYSE:EEX) is continuing to negotiate with its
lenders to replace its current revolving credit facility that
terminates on June 27, 2002 with a new credit facility. As
currently proposed, the new facility would have a maturity of
June 2003 and require the Company to provide a security interest
in all of its U.S. reserves and other assets. However, there can
be no assurance that the Company will be able to replace its
current credit facility with a new credit facility containing
terms acceptable to the Company. EEX intends to seek an
extension of time to file its Annual Report on Form 10-K with
the Securities and Exchange Commission to April 15, 2002, in
order to include in the report the outcome of its negotiations
with the lenders.

The new credit agreement would also require as a condition
precedent that EEX prepay and terminate its gas sales obligation
with an affiliate of Enron. EEX estimates that should it reach
agreement with its lenders, it would not expect to fulfill the
condition to terminate the gas sales obligation prior to the
latest date it files its Form 10-K. Therefore, the independent
accountants' report on the financial statements contained in the
Form 10-K would contain a report modification for a "going
concern" uncertainty arising from the fact that the new credit
facility would not have closed at the time the accountants issue
their audit report. Such a qualification by the independent
accountants would become an event of default under the Company's
current revolving credit agreement. A waiver by the lenders of a
previous default related to the debt to capital ratio expires on
April 30, 2002.

EEX Corporation is an oil and natural gas exploration and
production company with activities currently focused in Texas,
Louisiana, the Gulf of Mexico and Indonesia.


EAGLE-PICHER: S&P Affirms B+ Credit Rating on Feeble Financials
---------------------------------------------------------------
On March 22, 2002, Standard & Poor's revised its outlook on
Eagle-Picher Industries Inc. to negative from stable. At the
same time, Standard & Poor's affirmed its 'B+' corporate credit
rating on the Phoenix, Arizona-based company.

The outlook revision reflects Eagle-Picher's heavy debt burden
and constrained financial flexibility amid the current
challenging economic environment, resulting in increased
financial risk.

The ratings reflect Eagle-Picher's leading niche positions for a
number of products serving the automotive, aerospace, defense,
telecommunications, and pharmaceutical end-markets, largely
offset by its heavy debt burden and weak financial profile.

Eagle-Picher sales, excluding operations from its discontinued
machinery segment, declined about 3% and EBITDA, adjusted for
nonrecurring items, declined about 16% for fiscal 2001 ended
November 30, 2001, compared with the same period in the previous
year. The decline in EBITDA was primarily attributable to lower
margins in its automotive segment (60% of total sales), which
were caused by strong pricing pressures, declining sales
volumes, operating inefficiencies, and higher new product launch
costs. In addition, lower margins in its technologies segment,
due to an unfavorable product mix shift and weaker demand in
certain end markets, have also contributed to the weak operating
results. In response to the soft markets, Eagle-Picher has taken
several cost cutting initiatives, resulting in a $14 million
charge in the fourth quarter of fiscal 2001, which should help
improve operations in fiscal 2002.

Nonetheless, as a result of the company's subpar operating
performance and significant debt levels credit measures are
stretched with total debt to EBITDA at about 5.0 times and
EBITDA interest coverage at 2.2x. Credit measures are expected
to remain weak in the near term due to expected soft markets
during the first half of 2002. In addition, although the company
had $24 million in cash and $41 million available under its
revolving credit line at November 30, 2001, Eagle-Picher's
financial flexibility is constrained due to its material debt
maturities (about $28 million due in fiscal 2002) and its
restrictive bank covenants allowing for only $14.2 million of
borrowing capability at fiscal year-end.

Standard & Poor's expects the company to operate with total debt
to EBITDA in the 4.0-5.0x range and EBITDA interest coverage
between 2.0x and 2.5x, over time.

                           Outlook

If it appears that operating improvements will be delayed,
resulting in weaker credit protection measures and reduced
financial flexibility, the ratings could be lowered.


ENRON CORP: Seeks Approval to Sell Newpower Shares and Warrants
---------------------------------------------------------------
Enron Corporation, Enron North America Corporation, Enron Power
Marketing Inc., Enron Energy Services Inc., and Enron Energy
Services LLC, seek the Court's authority to sell its NewPower
shares and warrants.

EMW Energy Services Corp. was organized on November 17, 1999. It
changed its name to "TNPC Inc." in June of 2000 and then to
"NewPower Holdings, Inc." on January 19, 2001.  NewPower
Holdings Inc. is a holding company that conducts business
through an operating subsidiary, The New Power Company.  The New
Power Company provides electricity and natural gas to
residential and commercial customers in deregulated markets
throughout the United States.

As of February 1, 2002, Martin J. Bienenstock, Esq., at Weil,
Gotshal & Manges LLP, in New York, reports, NewPower's
authorized capital stock consisted of:

     (a) 500,000,000 shares of common stock, par value $0.01 per
         share, of which 62,866,568 Shares were issued and
         outstanding; and

     (b) 50,000,000 shares of preferred stock, par value $0.01
         per share, of which none were issued or outstanding.

At the same time, Mr. Bienenstock continues, NewPower had issued
and outstanding Class A Warrants to purchase an aggregate of
64,419,200 Shares for an exercise price of $0.05 per Share.  The
Shares are listed and traded on the New York Stock Exchange.

According to Mr. Bienenstock, Enron Energy Services LLC owns
8,650,400 NewPower Shares.  Some non-debtor affiliates of Enron
also hold these interests in NewPower:

       Entity                            Number of Shares
       ------                            ----------------
       Cortez Energy Services, LLC          5,000,000
       McGarret I, LLC                      6,766,400
       McGarret II, LLC                     8,458,200
       McGarret III, LLC                    2,791,800
       EES Warrant Trust                   24,117,800

Combined, the Equity Holders own Shares or hold Warrants
exercisable into Shares constituting approximately 44% of
NewPower's issued and outstanding Shares on a diluted basis --
exclusive of any outstanding options to purchase NewPower common
stock with an exercise price greater than $1.05.

Half a year ago, Mr. Bienenstock relates, NewPower was in a
distressed financial position.  "NewPower needed an infusion of
capital or a sale of its Shares to strengthen its financial and
liquidity position," Mr. Bienenstock says.  So, NewPower
retained Credit Suisse First Boston in October 2001 to conduct
an extensive search for potential purchasers of NewPower,
including the Equity Holders' Shares and Warrants.

Credit Suisse solicited and invited 67 companies to execute
confidentiality agreements and receive offering materials about
NewPower.  Mr. Bienenstock relates that 10 companies expressed
an interest and received offering materials.  Seven participated
in diligence meetings.  Ultimately, two companies submitted
indications of interest.  Between the two, NewPower concluded
that Windsor Acquisition Corporation presented the highest and
best indication of interest.

Windsor Acquisition Corporation is a Delaware corporation and a
wholly owned subsidiary of Centrica plc, a public limited
company organized under the laws of England and Wales.

After substantial negotiation, Mr. Bienenstock says, NewPower,
Windsor and Centrica entered into a Merger Agreement dated
February 22, 2002.  Under the Merger Agreement, Windsor agreed
to make a tender offer to acquire all of the issued and
outstanding Shares at an acquisition price of $1.05 per Share,
subject to adjustment.  Mr. Bienenstock explains that the price
of $1.05 per Share reflects a 176% premium over the closing
price of the Shares as of February 11, 2002 -- the date upon
which Windsor submitted its final revised offer.

Furthermore, Mr. Bienenstock relates that the tender of Shares
may also be made by delivery of Warrants, and Windsor may
withhold the exercise price for any Warrants so delivered.  "The
Per Share Amount is subject to a one-time adjustment on the
first day that all conditions to the Tender Offer, other than
the one relating to the adjustment mechanism, are satisfied, in
accordance with the formula set forth in the Merger Agreement,"
Mr. Bienenstock says.  In essence, Mr. Bienenstock notes, the
purchase price may be adjusted upward or downward based upon
changes in an index of commodity price forward strips between
the date of the signing of the Merger Agreement and the
Determination Date.

If the adjusted price is more than $1.30 per share, Mr.
Bienenstock explains, Windsor can terminate the Merger Agreement
unless NewPower agrees to consummate the transaction at $1.30
per share.

But if the adjusted price is less than $0.80 per share, Mr.
Bienenstock clarifies that NewPower can terminate the Merger
Agreement, unless Windsor agrees to consummate the transaction
at $0.80 per share. However, Mr. Bienenstock continues, the
Equity Holders have the right to terminate the Tender Agreement
-- if the adjusted price is less than $0.80 per share.  After
the consummation of the Tender Offer, Mr. Bienenstock
anticipates that Windsor will merge with and into NewPower.

As a result of the transactions, Mr. Bienenstock tells the Court
that the Enron Equity Holders will receive proceeds from the
Tender Offer in an aggregate amount of $56,467,120 -- based upon
a Per Share Amount of $1.05.

As a condition to Windsor's willingness to enter into the Merger
Agreement, Mr. Bienenstock says, Windsor, NewPower, Enron and
the Equity Holders have entered into a Tender Agreement dated
February 22, 2002 providing that:

-- Windsor represents that it intends to conduct the Tender
    Offer in accordance with the terms set forth in the Merger
    Agreement;

-- Each of the Equity Holders agrees to tender its Shares and
    Warrants, and not to transfer, encumber or otherwise dispose
    of such Shares or Warrants; and

-- Each of Enron and the Equity Holders will cause the record
    holder thereof to vote its Shares in favor of the merger and
    the Merger Agreement.

Mr. Bienenstock asserts that the Court must approve the sale
quickly as NewPower's financial condition continues to
deteriorate.  Accordingly, Mr. Bienenstock points out that the
value of the Enron Equity Holders' Shares and Warrants will also
decline.  "And since the Enron Equity Holders own only a
minority interest in NewPower, it is unlikely that the Shares
and Warrants would be part of any reorganization plan," Mr.
Bienenstock adds. The Debtors also ask the Court that the sale
should be free and clear of liens, claims and encumbrances.
(Enron Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON: Azurix Inks Pact to Sell Wessex Water for $1.7 Billion
-------------------------------------------------------------
Azurix Corp. announced an agreement to sell all of the stock of
its wholly owned indirect subsidiary Wessex Water Ltd., to YTL
Utilities (UK) Limited, a wholly-owned subsidiary of YTL Power
International Berhad, for 544.6 million pounds in cash
(approximately US$777). As part of the transaction, YTL will
also assume approximately 694.9 million pounds (approximately
US$991) in Wessex debt anticipated to be outstanding at closing.
In conjunction with the proposed sale, Azurix Europe Ltd. is
required to repay all borrowings under its 400 million pound
credit facility and Azurix Corp. will be tendering for all of
its outstanding senior notes and soliciting consents to approve
the sale at a total purchase price of 88% of par.

The sale and purchase has been approved by the boards of Azurix,
Azurix Europe Ltd. and YTL and by Azurix's shareholders. The
sale also requires the approval of the shareholders of YTL
Power; however, YTL Power's majority shareholder has committed
to vote in favor of the sale. The sale is subject to certain
conditions, including approval of the US Bankruptcy Court
relating to Enron Corp.'s partial ownership interest in Azurix
and Azurix's receipt of the senior note holder consents
approving the sale of Wessex. Financial close is expected to
occur in approximately two months. Azurix is being advised by
Schroder Salomon Smith Barney.

"The sale of Wessex is the biggest step we will take in winding
down Azurix's business," said J. Michael Anderson, chairman and
chief executive officer of Azurix. "The terms of the sale to YTL
will allow us to retire substantially all of our debt. It also
brings certainty to Wessex's customers and employees."

"We are delighted to welcome YTL with their long term commitment
to Wessex Water. This deal will bring stability and certainty to
Wessex Water," said Colin Skellett, chairman and chief executive
of Wessex. "We can now put the uncertainty of the last few
months behind us and focus on continuing to deliver first class
water and sewerage services to our 2.5 million customers."

In conjunction with its sale of Wessex, Azurix will commence a
tender offer for all of the following series of its debt
securities: 10-3/8% Series B Senior Dollar Notes due 2007, 10-
3/8% Series B Senior Sterling Notes due 2007 and 10-3/4% Series
B Senior Dollar Notes due 2010. Azurix also will be soliciting
consents from the holders of these notes to amendments to the
indenture governing the notes to permit the sale of Wessex on
these terms and to eliminate certain covenants, restrictions and
events of default, and waiver of the timely filing of certain
financial and other information. Registered holders of at least
a majority of the aggregate principal amount outstanding of each
series of the notes must consent to each action described above
for its approval.

Salomon Smith Barney is acting as dealer manager of the tender
offer. Questions regarding the tender offer and consent
solicitation may be directed to Salomon Smith Barney at 800/558-
3745. Documentation will be available shortly. Requests for
documentation can be made to Mellon Investor Services at
866/293-6625.

YTL Power International is a Malaysian incorporated company
listed on the Kuala Lumpur Stock Exchange. Its principal
shareholder is YTL Corporation, also listed on the KL Stock
Exchange. YTL Corporation is one of the 10 largest companies in
Malaysia with interests in power generation, construction
contracting, cement manufacture, property development and
hotels, resorts & leisure.

Wessex Water is the regional water and sewage company providing
water supply and sewerage services in a 10,000 square kilometers
area across the south west of England. Wessex supplies drinking
water to approximately 1.2 million people in over 500,000
properties and sewerage services to 2.5 million people.


ETOYS: Seeks Court Approval to Further Extend Exclusive Periods
---------------------------------------------------------------
eToys, Inc. and its affiliated Debtors ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
periods to file a plan and to solicit acceptances of that plan.
The Debtors propose to move their exclusive proposal deadline
through May 17, 2002, and their exclusive solicitation deadline
through July 15, 2002.

The Debtors say that their cases are large and complex,
involving more than 6,400 claims that have been filed against
the estates.  In addition to this, the Debtors operated their
businesses from multiple locations and had extensive
relationships with numerous vendors, lessors and other third-
party service providers throughout the country.

The Debtors assert that they have made substantial progress in
these cases and continue to work with their major creditor
constituencies to maximize the likelihood that a consensual plan
can be confirmed.

The Debtors illustrate their progress by obtaining an August 1,
2001 claims bar date, consummation of an excess asset sale of
$1,250,000 and negotiating the return of over $2.5 million from
the Debtors' former investment banker and the return of certain
other amounts held by parties as deposits or prepaid amounts.

While they are working attentively towards a consensual plan,
the Debtors appeal to the Court that they still need more time
to assess the amount and validity of administrative claims
asserted against their estates.

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


FRUIT OF THE LOOM: Has Until August 15 to Remove Pending Actions
----------------------------------------------------------------
Fruit of the Loom sought and obtained an extension of the
Removal Period for a fourth time through the earliest to occur
of (a) the date of entry of an order confirming the Plan, or
August 15, 2002, whichever first occurs, or (b) 30 days after
the entry of an order terminating the automatic stay with
respect to the particular action sought to be removed.

Risa M. Rosenberg, Esq., of Milbank, Tweed, Hadley & McCloy
relates that Fruit of the Loom's focus has been on organizing,
formulating and negotiating the Plan. Fruit of the Loom has not
been able to complete the analysis of the merits of removing
any, or each of the Pre-Petition Actions to which it is a party.
The confirmation process is on-going, but not yet complete and
is will not be completed prior to the current expiration of the
Removal Period. The proposed extension of the Removal Period
will afford Fruit of the Loom the chance to make an informed
decision with respect to the benefits, if any, to be derived
from removal of some or all of the Actions. (Fruit of the Loom
Bankruptcy News, Issue No. 51; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GALLANT INSURANCE: S&P Assigns 'R' Financial Strength Rating
------------------------------------------------------------
Standard & Poor's said it assigned its 'R' financial strength
ratings to Gallant Insurance Co. and Valor Insurance Co. because
the companies were ordered into conservation on Feb. 25, 2002.

The conservation order was issued by Illinois Insurance Director
Nathaniel S. Shapo, subsequent to the Department of Insurance's
determination that the companies are insolvent by more than $1
million. The order was confidential, pursuant to statute, until
March 14, 2002, when the Circuit Court of Cook County lifted the
sequestration.

An order of conservation allows the director to conserve the
assets of the company for the protection of its claimants and
creditors. The order also contains an injunction prohibiting
suits against the company outside of conservation proceedings.

Valor, incorporated in December 1989, is a wholly owned
subsidiary of Gallant Insurance Co, which was incorporated in
November 1977. Both companies are members of the Warrior
Insurance Group and are licensed in Illinois and Indiana. Their
major lines of business include private passenger auto liability
and physical damage coverage. Effective Jan. 1, 2002, all
Gallant and Valor's in-force business will be assumed or
reinsured by Affirmative Insurance Co.

An insurer rated 'R' is under regulatory supervision owing to
its financial condition. During the pendency of the regulatory
supervision, the regulators may have the power to favor one
class of obligations over others or pay some obligations and not
others. The rating does not apply to insurers subject only to
nonfinancial actions such as market conduct violations.


GENERAL DATACOMM: Seeks Further Extension of Exclusive Periods
--------------------------------------------------------------
General DataComm Industries, Inc. and its affiliated debtors
move for an order from the U.S. Bankruptcy Court for the
District of Delaware affording them more time to propose a plan
and solicit acceptances of that plan.  The Debtors want their
exclusive plan filing period to extend through July 1, 2002 and
their exclusive solicitation period to run through August 29,
2002.

The Debtors relate that since the Petition Date, they have made
great strides in these cases. They have spent a significant
amount of time negotiating with the Committee and the Lenders
and facilitating a smooth transition into these chapter 11
cases, stabilizing operations, and taking several steps to
maximize value for their estates and creditors.

The Debtors believe that termination of exclusivity at this
point would create an uncertain and chaotic environment.  This
would inevitably disrupt their businesses, reducing the
likelihood of a successful reorganization.  The Debtors further
point out that the threat of a competing plan would distract
their attention and would undermine their credibility with
customers and vendors.

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


GLOBAL CROSSING: Committee Signs-Up Brown Rudnick as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors, in the chapter 11
cases of Global Crossing Ltd., and its debtor-affiliates, sought
and obtained approval of an application authorizing its
retention of Brown Rudnick Berlack Israels LLP as counsel, nunc
pro tunc to February 7, 2002.

Richard C. Nilsson, President of Alcatel Submarine Networks and
co-chair of the Committee, relates that the Committee selected
Brown Rudnick because of its extensive experience and knowledge
of bankruptcy matters, and believes that the firm is well
qualified to represent the Committee in these cases.  Brown
Rudnick has represented official committees in chapter 11
proceedings involving A.H. Robbins Company Inc., Allis-Chalmers
Corporation, Anglo Energy Limited, Business Express Inc.,
Comdisco Inc., Continental Airlines Inc., Days Inns of America
Inc., Elsinore Corporation and Four Queens Inc., Gordon Jewelry
Corporation, FRD Acquisition Co., Integrated Resources Inc.,
Leading Edge Computers Inc., Mercury Finance Company, Merry-Go-
Round Enterprises Inc., Revere Copper and Brass, R.H. Macy &
Co., Service America Corporation, Telemundo Group Inc., Texscan
Corporation, Thermadyne Holdings Corporation, Todd Shipyards
Corporation, Tracor Holdings Inc., and Trump Taj Mahal
Associates.

According to Mr. Nilsson, Brown Rudnick was originally retained
to represent an ad-hoc Steering Committee of Global Crossing's
bondholders. In that capacity, Brown Rudnick developed a
significant knowledge base regarding the Debtors' complex
capital and corporate structures and has reviewed the legal
issues that will drive maximization of values to creditors.

Brown Rudnick will be:

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

B. representing the Committee at hearings to be held before this
      Court and communicating with the Committee regarding the
      matters heard and the issues raised as well as the
      decisions and considerations of this Court;

C. assisting and advising the Committee in its examination and
      analysis of the conduct of the Debtors' affairs;

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

E. assisting the Committee in preparing such applications,
      motions, memoranda, proposed orders, and other pleadings as
      may be required in support of positions taken by the
      Committee, including all trial preparation as may be
      necessary;

F. conferring with the professionals retained by the Debtors and
      other parties in interest, as well as with such other
      professionals as may be selected and employed by the
      Committee;

G. coordinating the receipt and dissemination of information
      prepared by and received from the Debtors' professionals,
      as well as such information as may be received from
      professionals engaged by the Committee or other parties in
      interest in these cases;

H. participating in such examinations of the Debtors and other
      witnesses as may be necessary in order to analyze and
      determine, among other things, the Debtors' assets and
      financial condition, whether the Debtors have made any
      avoidable transfers of property, or whether causes of
      action exist on behalf of the Debtors' estates;

I. negotiating and formulating a plan of reorganization for the
      Debtors; and

J. assisting the Committee generally in performing such other
      services as may be desirable or required for the discharge
      of the Committee's duties pursuant to section 1103 of the
      Bankruptcy Code.

The Committee believes that it is necessary to employ counsel so
it may properly fulfill its duties under the Bankruptcy Code.

Edward S. Weisfelner, Esq., informs the Court that Brown Rudnick
he and his colleagues will bill at their customary hourly rates:

            Attorney            Position          Hourly Rate
       --------------------     ---------------   -----------
       Edward S. Weisfelner     Member               $525
       Joseph F. Ryan           Member               $570
       Steven D. Pohl           Member               $425
       Stuart Neuhauser         Member               $400
       John P. Biedermann       Senior attorney      $365
       Steven B. Smith          Associate            $275

Other Brown Rudnick attorneys or paraprofessionals will from
time to time provide legal services on behalf of the Committee
at their customary hourly rates:

       Attorneys                  $120 to $600 per hour
       Paraprofessionals          $ 80 to $200 per hour

Mr. Weislfelner assures the Court that neither Brown Rudnick,
any member of the firm, nor any attorney associated with or
employed by the firm, has any "connection" with the Debtors,
their creditors, any other party in interest herein, their
respective attorneys or accountants, the United States Trustee,
or any person employed in the office of the United States
Trustee, except in matters wholly unrelated to these cases.  Mr.
Weisfelner discloses connections with:

A. Affiliations of Outside Directors: AT&T, Cendant Corporation,
      Chase Manhattan Bank, Cnet, IBM, IDX Corporation, JP Morgan
      Private Bank, Nextel Communications, Inc., Prudential,
      Teleport Communications Group, The Carlyle Group, and Value
      America, Inc.;

B. Professionals: Arthur Andersen and KPMG;

C. Strategic Partners: EMC Corporation, Nortel Networks, Exodus
      Communications, and Swift;

D. Litigation & Non-Litigation Claimants: Exodus Communications,
      Inc., TyCom (US) Inc., TyCo Submarine Systems Ltd., Level
      (3) Communications, LLC, MCI WorldCom Network Services,
      Southwestern Bell Telephone, Travelers Casualty and Surety,
      and Verizon Public Communications;

E. Secured Creditors: ABN Amro bank N.V., Aegon USA, Inc.,
      Allstate Insurance, American Express Asset Management,
      Apollo Advisors, Bank Leumi, Bank of America, Bank of
      Hawaii, Bank of Montreal, Bank of New York, Bank of Nova
      Scotia, Bank of Scotland, Bank of Tokyo Mitsubishi, Bank
      One, Bank United, Barclays, Bayerische Landesbank Gino,
      CIBC Oppenheimer, Citibank, Credit-Lyonnais, Credit Suisse
      Asset Management, Deutsche Bank, Dresdner Kleinwort
      Wasserstein, Erste Bank, First Union, Fleet BankBoston,
      Fuji Bank Ltd., General Electric Capital Corporation,
      Goldman Sachs & Co., Hypo Vereinsbank, Industrial Bank of
      Japan, IBM Credit Corporation, Indosuez, Invesco, JP Morgan
      Chase, KBC Bank, Key Bank, Merrill Lynch, Morgan Stanley
      Dean Witter, Oppenheimer Funds, Royal Bank of Canada,
      Scudder Investments, Stein Roe Farnham, Textron Financial
      Corporation, Toronto Dominion, Travelers Companies, UBS
      Warburg, and Van Kampen;

F. Other Creditors: Banc One, Chase Manhattan Bank, Credit
      Suisse First Boston, Washington Mutual, and Zurich Scudder
      Investments;

G. Vendor Creditors: Alcatel, Allstate, American Express, Cisco,
      Equant, Exodus Internet Limited, Nortel Networks, and
      Siemens;

H. Indenture Trustee: United States Trust Company of New York,
      and Chase Manhattan Bank;

I. Underwriters: Deutsche Bank AG, CIBC Inc., Canadian Imperial
      Bank of Commerce, Goldman Sachs Credit Partners L.P.,
      Citicorp USA, Inc., Merrill Lynch Capital Corporation,
      Salomon Smith barney, Inc., CIBC World Markets Corp.,
      Deutsche Bank Securities, Inc., and Chase Securities, Inc.

J. Significant Stockholders: Microsoft Corp., and Softbank.
(Global Crossing Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Court Approves Hutchison/STT Bid Protections
-------------------------------------------------------------
Hutchison Whampoa Ltd. and Singapore Technologies Telemedia Pte.
Ltd. issued the following statement in response to the United
States Bankruptcy Court's approval of the Buyer Protection
Motion relating to the letter of intent to acquire Global
Crossing:

      "We are pleased to have received Court approval on a buyer
protection motion that was supported by Global Crossing and its
creditors.

      "While this is the first step in the process, it provides
the necessary framework to work towards a definitive agreement
with Global Crossing that provides value for its creditors,
customers and employees. It is our goal to work with the
company's management and creditors to facilitate a
reorganization of the business as quickly as possible in order
to ensure continued service to Global Crossing's customers."

Hutchison Whampoa is a Hong Kong-based multinational
conglomerate with origins dating back to the 1800s. Hutchison is
also part of the Li Ka-shing group of companies, which together
represent about 15% of the total market capitalization of the
Hong Kong stock market. In 2000, consolidated turnover
(including associates) was over US$10 billion, and consolidated
net profit was approximately US$4.4 billion.

With approximately 100,000 employees worldwide, Hutchison
operates five core businesses in 34 countries: ports and related
services; telecommunications and e-commerce; property and
hotels; retail and manufacturing; and energy and infrastructure.
For more information, visit http://www.hutchison-whampoa.com

Singapore Technologies Telemedia (ST Telemedia) is a leading
Info- communications group that provides voice, data and video
services. It focuses on three core businesses: Data & Voice,
Broadband, and e-services.

ST Telemedia aims to be a market leader in data and IP
communications, seamlessly connecting businesses, individuals
and information in any media and with innovative and reliable
information communication technologies.

Through its subsidiaries and associate companies, ST Telemedia
provides fixed and mobile telecom services, wireless data
communications services, Internet mobile services, global IP
network services, managed hosting services, satellite services,
broadband cable and e-business software development services.

ST Telemedia is a wholly-owned subsidiary of the Singapore
Technologies group.More information on ST Telemedia, visit
http://www.stt.st.com.sg

DebtTraders reports that Global Crossing Holdings Ltd.'s 9.625%
bonds due 2008 (GBLX3) are quoted at a price of 2.25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX3for
real-time bond pricing.


GRAND TOYS: Fails to Comply with Nasdaq Listing Requirements
------------------------------------------------------------
Grand Toys International, Inc. (Nasdaq: GRINC, GRIN) announced
that the "C" that had been added to its trading symbol on
January 30, 2002 as a result of its failure to solicit proxies
and hold its 2000 Annual Meeting of Shareholders will be removed
on March 26, 2002.  By holding its 2000 Annual Meeting on March
14, 2002, Grand demonstrated compliance with Nasdaq Marketplace
Rules 4350(g) and 4350(e), respectively, that requires Nasdaq
listed companies to solicit proxies and hold an annual meeting
each year. As a result, the Nasdaq Listing Panel advised Grand
that Grand's securities would continue to be listed on Nasdaq
if, consistent with the terms of a previous exception granted by
the Nasdaq Listing Panel, Grand is able to demonstrate net
tangible assets of at least $2,000,000 or shareholders equity of
at least $2,500,000 through April 1, 2002.

Grand intends to meet the criteria set forth in the Nasdaq
delisting panel's exception so that it can regain compliance
with Nasdaq's requirements for continued listing on the Nasdaq
Smallcap Market, although there can be no assurance that this
will be the case.  If at some future date the company's
securities should cease to be listed on the Nasdaq SmallCap
Market, they may continue to be listed on the OTC Bulletin
Board.

Founded in 1960, Grand Toys International, Inc. is a premier
licensee and distributor of a wide variety of toys and ancillary
items in Canada and since January 1999, a supplier of
proprietary products in the United States.


HAYES LEMMERZ: Proposed Intercompany Asset Transfer Under Fire
--------------------------------------------------------------
Frank J. Perch III, Esq., in Wilmington, Delaware, informs the
Court that the U.S. Trustee objects to the portion of the Motion
of Hayes Lemmerz International, Inc., and its debtor-affiliates
that seeks to grant superpriority status to the claim of the
transferor debtor arising from any transfer of the type
described in the Motion. The basis for this objection is that it
grants a preference to a claim of an insider over the claims of
third-party administrative claimants of the transferee debtor,
which could create an administrative insolvency.

Mr. Perch illustrates a situation where cash- and asset-rich
Debtor A transfers an asset to cash- and asset-poor Debtor B.
Debtor A, being very solvent on a stand alone basis, can pay its
administrative claims in full even if it never realizes a dollar
back from Debtor B for the transferred asset. Debtor B, on the
other hand, needs the value of the transferred asset to remain
in its estate to avoid administrative insolvency. If a
superpriority claim is granted to Debtor A, Debtor B's
administrative creditors may go unpaid while Debtor A's
creditors of a lower priority, maybe even its insiders and
equity holders, are paid.

Mr. Perch contends that there is no basis for determining in the
abstract, at the outset of the case, that such a result is
appropriate. To the contrary, the U.S. Trustee submits that the
status of intercompany transfers is a substantive consolidation
issue that should be deferred to the plan formulation stage.
Therefore, the U.S. Trustee believe that the appropriate
treatment of the intercompany claims arising from postpetition
transfers is, at most, ordinary administrative claim status,
with the rights of all parties reserved as to the substantive
consolidation implications of the treatment of such claims.

                           BCC Objects

William F. Taylor, Esq., at McCarter & English LLP in
Wilmington, Delaware, tells the Court that the Motion's opacity
fails to meet even the minimum standard of showing grounds for
the relief requested. First of all, the proposed order allows
the Debtors to transfer any asset. Although the Motion appears
to seek more limited relief, in fact, it catalogs every
virtually every major type of asset save accounts receivable.
Given that the Motion proposes to give limited notice to parties
"asserting an interest" in the asset to be transferred, it
appears that the Debtors seek to receive blanket approval to
transfer "assets" they do not own, such as equipment leased to
them pursuant to operating leases.

Mr. Taylor points out that the legal basis for the relief sought
is equally obscure as the Debtors provide no evidentiary support
for the proposition that the Debtors have any ordinary course of
business at all with regard to asset transfers. To the extent
that such transfers breach the terms of operating leases, it is
unlikely that the Debtors can provide such evidentiary support.
To the extent that there really is an ordinary course, the
Debtors need no order - save for "comfort" - and, in that case,
the order should provide no more than that 363(b)(1) is, indeed,
the law. However, the Debtors argue that the Court may approve
transfers that are not in the ordinary course, which contradicts
the Debtors' predicate that these are ordinary course transfers,
and, presumably, provides authority for transfers that are not
in the ordinary course. If, in fact, these are not ordinary
course transactions, the Debtors' evidentiary showing is even
more inadequate and the Notice of Motion and proposed notice
fail to comply with F.R.B.P. 2002(c)(1), 6004 and 363(b)(2).

Mr. Taylor argues that the proposed order grants the Debtors
blanket authority to make transfers and only provides for
limited notice and an opportunity to be heard on the question of
the amount of the Intercompany Lease. Given the Debtors'
nonshowing on this Motion, that is plainly improper. Moreover, 5
business days notice is plainly inadequate, especially in light
of the fact that the assets are not perishable and there is no
purported standing emergency.

Mr. Taylor claims that the mechanism for triggering notice is
even more inadequate as the Debtors' need give no notice if
their plant manager and plant controller determine, based upon
their "collective business judgment," that the asset has a fair
market value less than or equal to $50,000. A more arbitrary
method of valuation would be hard to imagine - especially in
light of the fact that there is no demonstration that any plant
manager or plant controller has any expertise on the subject at
all. Moreover, there is no aggregation requirement, so that
nothing prevents a greater than $50,000 aggregation of equipment
from being valued as a series of sub-$50,000 components.
Similarly, a Debtor could be completely transferred away in sub-
$50,000 increments.

Mr. Taylor contends that providing notice only to parties
claiming an interest in the asset is also improper. The Debtors
have filed a motion to set a bar date which requires that
creditors file in the particular estate(s) against which they
have claims. If the estates are not substantively consolidated
on confirmation, which the bar date motion implies may be the
case, the asset value of individual estates may make a
difference to creditors that are not fully cross-collateralized.
As the proposed semisuper priority claim will be junior to the
real super priority claims of the DIP lenders, non-cross-
collateralized creditors may be adversely affected, especially
if marshaling becomes an issue, if the assets of their Debtors,
unbeknownst to them, are dissipated in sub-$50,000 dribs and
drabs in return for worthless semi-super priority claims against
other Debtors.

Moreover, while an equipment lessor's claim against their
Debtor(s) may be the stipulated value of the equipment, Mr.
Taylor states that the fair market value may be substantially
different. Furthermore, for some inexplicable reason, even when
the fair market value is determined by a "written, third party,
arms-length indication" the Intercompany Lease received by that
Debtor need not be for that capitalized amount, but, rather,
some other amount determined by plant managers and controllers
"consistent with the industry standard for similar equipment
with a similar fair market value." Somehow, a Notice Party is
supposed to figure out what the Debtors' third parties, plant
managers and controllers have done, perform their own evaluation
and/or appraisal and formulate a rational objection in 5
business days. Absent a real emergency, there is no
justification for blanket approval of such a procedure.

                       Transamerica Objects

Transamerica Equipment Financial Services objects to the relief
requested in the Motion on the bases that:

A. transfer or sublease of the Equipment violates the terms of
      the Lease;

B. the Debtors cannot reduce Hayes Wheels' obligations under the
      Lease;

C. the Debtors cannot "transfer" Hayes Wheels' obligations under
      the Lease to another one of the Debtors without satisfying
      the requirements of sections 365(b) and(f) of the
      Bankruptcy Code,

D. there is no opportunity for Transamerica to be involved in
      and/or dispute the Debtors' valuation of the Equipment;

E. there is no basis for elevating the proposed interdebtor
      sublease obligations to superpriority administrative
      status; and

F. if allowed, the proposed transfers or subleases should be
      conditioned, pursuant to section 363(e) of the Bankruptcy
      Code, upon adequate protection of Transamerica's interest
      in the Equipment.

Jeffrey C. Wisler, Esq., at Connolly Bove Lodge & Hutz LLP in
Wilmington, Delaware, informs the Court that the terms of the
Lease prohibit the relief the Debtors request in the Motion. The
Lease specifically prohibits the Debtors from subleasing the
Lease and also prohibits the Debtors from transferring the
Equipment outside of the continental United States without
Transamerica's permission. Transamerica will not consent to the
transfer of its Equipment outside of the continental United
States as such a transfer will create an additional risk to
Transamerica that the Debtors may reject the Equipment when it
is abroad without returning the Equipment to Transamerica.
Finally, Mr. Wisler states that the Lease requires the Debtors
to report to Transamerica any domestic relocations of the
Equipment while the Motion provides that the Debtors would only
provide such notice when the value of the asset to be
transferred exceeds $50,000. Transamerica submits that, if the
requested relief is granted, Transamerica must be notified of
any transfer of its Equipment, in compliance with the terms of
the Lease.

Mr. Wisler contends that the Debtors cannot reduce Hayes Wheels'
rent obligations under the Lease. Through the Motion, the
Debtors state that the proposed interdebtor sublease obligations
will relate to the fair market value of the assets, as such is
determined by the agents or employees of the Debtors.
Transamerica submits that notwithstanding the determined amount
of any interdebtor sublease obligations, Hayes Wheels will
remain obligated to pay to Transamerica the rent amounts set
forth on the Schedules to the Lease.

Mr. Wisler adds that Hayes Wheels cannot be relieved of its
obligations under the Lease unless and until the Lease is
assumed and assigned or rejected. The Debtors cannot effectively
assign the Lease to another one of the Debtors without first
satisfying the requirements of section 365 of the Bankruptcy
Code. The Motion does not address, much less satisfy, the
requirements of sections 365(b) and (f) of the Bankruptcy Code
related to assumption and assignment. Accordingly, the proposed
interdebtor sublease cannot relieve or reduce Hayes Wheels'
primary obligation to pay monthly rent to Tansamerica.

Transamerica objects to the procedure the Debtors' propose for
determining the fair market value of the assets to be
transferred or subleased. The Debtors propose that the fair
market value of assets with a net book value of less than or
equal to $50,000 will be determined by the plant manger and
controller and that the fair market value of assets with a net
book value greater than $50,000 will be determined by a third
party selected by the Debtors. Mr. Wisler points out that the
Motion does not contemplate any opportunity for Transamerica to
participate in and/or object to the Debtors' valuation of the
Equipment. Transamerica asserts that it should be involved in
the valuation process because:

A. notice of transfers or subleases will not be required if the
      fair market value of an asset is below $50,000, and

B. to the extent that the Lease is subject to being
      recharacterized as a financing arrangement, Transamerica
      holds a valid, perfected, first priority, purchase money,
      security interest in the Equipment and the valuation could
      impact that secured interest.

Accordingly, if the requested relief is granted, Transamerica
submits that the valuation procedures should be amended to
provide Transamerica an opportunity to participate in and/or
object to the Debtors' valuation of the Equipment.

Transamerica objects to the Debtors' request that proposed
interdebtor sublease obligations be granted superpriority
administrative status with priority over all 503(b) and 507(b)
claims. Mr. Wisler contends that no basis exists, nor do the
Debtors assert one, for preferring such interdebtor obligations
over other administrative claims.

Transamerica requests that the Court prohibit requested relief
in order to adequately protect Transamerica's interests in the
Equipment. Mr. Wisler relates that section 363(e) of the
Bankruptcy Code provides that on the request of a party with an
interest in property proposed to be used, sold or leased by the
debtor, the court shall prohibit or condition such use, sale or
lease as is necessary to adequately protect such interest.
Transamerica submits that as set forth above, the proposed
interdebtor subleases will not protect Transamerica's interest
in the Equipment. Accordingly, Transamerica requests that this
Court prohibit the proposed interdebtor sublease of
Transamerica's Equipment.

Alternatively, if the Court grants the requested relief,
Transamerica requests that the Court impose the following
conditions on the proposed transfers, which will ensure that the
proposed transfers will not modify the Lease and will minimize
the Debtors' violations of the Lease terms. To provide a minimum
level of adequate protection of Transamerica's interest in the
Equipment the Debtors must:

A. ensure that Hayes Wheels remains primarily liable for the
      full amount of rent due under the Lease, as set forth on
      the Schedules,

B. limit the proposed transfers to within the continental United
      States;

C. provide Transamerica an opportunity to participate in and/or
      object to the Debtors' valuation of the Equipment; and

D. provide Transamerica notice of any transfer, including the
      new location, subleasee's identy, and the projected use of
      the Equipment, and an opportunity to object to the sublese
      of any of Transamerica's Equipment.

                     Bank of Montreal Objects

Jennifer Barber, Esq., at Wolf Block Schorr & Solis-Cohen LLP in
Wilmington, Delaware, informs the Court that the Synthetic Lease
Parties do not generally object to the Debtors' request to
transfer the subject personal property assets and accrue the
Intercompany Lease obligation as requested in the Motion, but
have a limited objection to the extent of the Superpnority
Administrative Lease Expenses as they relate to the interests of
the Synthetic Lease Parties. Specifically, the reference to
"other valid liens" in the Motion is potentially vague and
should be defined in a manner that makes it clear that the
Superpriority Administrative Lease Expenses will in no way prime
or be equal in priority to the liens and security interests of
the Synthetic Lease Parties as set forth below.

The Intercreditor Agreement further states that "the Synthetic
Lease Property and the interest and lien of the Synthetic Lease
Lenders with respect thereto is not subject to this Agreement."
Under the Synthetic Lease Documents, Ms. Barber explains that
such "interest and lien of the Synthetic Lease Lenders with
respect" to the Synthetic Lease Property includes, but is not
limited to, the Property, Appurtenant Rights relating thereto
and an unconditional and absolute assignment of rents, income
and profits generated by such properties. Accordingly, all
rents, issues and profits generated from the use of the
Synthetic Lease Property are subject to the liens of the
Synthetic Lease Parties and constitute cash collateral to the
extent realized. Thus, since the Synthetic Lease Property is not
Subordinated Collateral, Ms. Barbers contends that the
Intercreditor Agreement does not prohibit the Synthetic Lease
Parties from taking any actions under the Bankruptcy Code with
respect to the Synthetic Lease Property and the interests and
liens of the Synthetic Lease Parties with respect thereto,
including the liens on rents, issues and profits on the
Synthetic Lease Property and the Synthetic Lease Property Cash
Collateral.

Because of the potential vagueness of the language in the
Motion, Ms. Barber relates that the Synthetic Lease Parties
desire clarification and confirmation from the Debtors that the
Superpriority Administrative Lease Expenses sought in the Motion
do not prime or share equal priority with the security interests
and liens of the Synthetic Lease Parties on the Synthetic Lease
Property, the Synthetic Lease Property Cash Collateral, and the
Subordinated Collateral. The Synthetic Lease Parties object to
the Motion to the extent the Debtors are attempting to prime or
in any way attempt to make the Synthetic Lease Parties'
Interests share pari passu with the Superpriority Administrative
Lease Expenses, unless the Synthetic Lease Parties are awarded
appropriate adequate protection consistent with the Bankruptcy
Code and any applicable agreements. To the extent the Debtors
represent that the Superpriority Administrative Lease Expenses
are under no circumstances to be afforded equal or superpriority
status vis-a-vis the Synthetic Lease Parties' Interests; and the
Synthetic Lease Parties' Interests are appropriately protected
with respect to and senior to the Superpriority Administrative
Lease Expenses or otherwise adequately protected to their
satisfaction, and are willing to so stipulate, then the
Synthetic Lease Parties will agree to withdraw this limited
objection. (Hayes Lemmerz Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


IT GROUP: Sets-Up Uniform Contract & Lease Rejection Procedures
---------------------------------------------------------------
The IT Group, Inc., and its debtor-affiliates ask the Court to
approve uniform procedures for rejecting unexpired leases and
executory contracts as the Debtors may determine.  In the
future, the Debtors anticipate they will identify contracts and
leases with no value to their estates. These procedures are
designed to give adequate notice to Affected Parties and Notice
Parties but avoid the need for further court order unless an
Affected Party or Notice Party objects.

Marion M. Quirk, Esq., at Skadden, Arps, Slate, Meagher, & Flom
LLP in Wilmington, Delaware, submits that the Debtors are
currently parties to several thousand unexpired leases and
executory contracts shoes value to the Debtors' estates is
uncertain. Currently, the Debtors are attempting to effect a
sale of substantially all of their assets to such bidders as ill
provide the maximum value to the estates and the creditors. In
furtherance of these processes, the Debtors are investigating
which of their contracts and leases contribute to the enterprise
value of the Debtors' estates.

Without such procedures, Mr. Quirk admits, the Debtors would
have to prepare separate motions to reject each such contract or
lease, or group of contracts or lease. To streamline the
rejection of these executory contracts and unexpired leases, the
Debtors propose the following procedures:

A. the Debtors will serve an irrevocable notice of rejection of
      the contract or lease by facsimile to the Affected Parties
      and the Notice Parties;

B. the Affected Parties and the Notice Parties shall have 3
      business days following receipt of the Rejection Notice to
      file and serve an objection by facsimile to the proposed
      rejection upon counsel for the Debtors;

C. With regards to Lease Rejection, within 5 business days of
      service of the Notice:

      a. with respect to leases of real property, the Debtors
           shall complete the removal of any equipment or other
           personal property that is not included in such Real
           Property Lease from the premises if so required under
           the Real Property Lease and that the landlord requests
           in writing be removed, and shall return such premises
           to the landlord; and,

      b. with respect to leases of personal property, the Debtors
           shall make available such personal property for
           repossession by the Affected Party at such Affected
           Party's expense;

D. if a timely objection is filed, the Debtors shall be required
      to obtain approval of the decision to reject at the next
      scheduled omnibus hearing and shall retain the burden of
      proof in establishing the merits of the rejection decision;

E. if the above conditions have been met and no timely objection
      made in accordance with the foregoing, the contract or
      lease shall be deemed to be effectively rejected on the 5th
      business day  following service of the Rejection Notice;
      and,

F. if a timely objection has been made, the effective date of
      rejection shall be the date ordered by the Court.

Mr. Quirk believes that the proposed procedures are tailored to
the end of minimizing administrative expenses, maximizing
distributions to creditors in these cases, and quickly returning
property to lessors. (IT Group Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ICON HEALTH: S&P Rates Corp. Credit & $200M Notes at Low-B Level
----------------------------------------------------------------
On March 22, 2002, Standard & Poor's assigned a 'B+' corporate
credit rating to ICON Health & Fitness Inc. At the same time, it
also gave a 'B-' rating to the company's $200 million
subordinated debt.

Based in Logan, Utah, ICON is a leading manufacturer and
marketer of home health and fitness equipment under various
brands that are sold through multiple distribution channels. Pro
forma for the transaction, total debt levels are expected to be
about $300 million. The ratings incorporate the high risks
associated with significant customer and product concentrations,
tempered by the company's leading market share. Also, the
proposed debt structure results in considerable interest savings
and enhances key credit ratios. ICON's financial cushion is
limited at the current ratings, given the company's
vulnerability to retailer disruption and changing merchandising
strategies that could have an abrupt and pronounced effect on
financial performance.

The ratings on ICON reflect its leading 44% share of the
competitive, fragmented home fitness market, offset by
considerable revenue concentrations. A significant percentage of
revenues are derived from Sears, the company's largest customer.
Despite a current commitment to the fitness equipment product
category, there are risks that Sears could scale back or exit
the category, or source from a lower cost provider, all of which
would have a substantial negative impact on ICON's financial
performance. Ongoing retail disorder and the potential for
write-offs of receivables from key customers are also meaningful
concerns. Product concentration is a further concern, given that
treadmills constitute about 60% of sales. Although the treadmill
proportion of company sales mirrors the industry's, limited
product diversity could leave the company vulnerable given the
faddish nature of the product and potential for retail
saturation. Growth plans include entering into the highly
competitive institutional market and expanding its global
presence.

ICON's sales have outpaced industry sales, although an industry
correction could cause a precipitous decline in cash flow in
light of the company's narrow business base. EBITDA margins are
thin, at less than 9%. Pro forma for the subordinated notes
transaction, EBITDA coverage of interest expense is expected to
be about 2.9 times for the fiscal year ended May 31, 2002.
EBITDA plus rent expense coverage of interest plus rent expense
is expected to be about 2.3x for the same period. Capital
requirements are not onerous, and the company is expected to
generate modest discretionary cash flow in the near term.

Pro forma total debt to EBITDA is expected to be around 3.5x at
the 2002 fiscal year end. This represents a considerable
improvement compared with leverage of more than 11x in 1998.
Total debt includes the proposed $200 million subordinated notes
and a proposed $210 million, five-year revolving credit facility
that can be used to finance seasonal working capital needs. The
company has made a number of debt-financed acquisitions in
recent years, and management is expected to pursue opportunities
in the near term. The bank agreement does not prevent the
company from incurring additional debt, which could be used to
help fund acquisitions. Financial flexibility is derived from
modest borrowing capacity under the company's revolver and
benefits from a lack of near term debt maturities. Ratings
incorporate little financial cushion given the company's high
business risk profile.

                          Outlook

The ratings could be lowered if operating performance weakens
and erodes the company's financial cushion.


INSILCO HOLDING: John Fort III Resigns as Non-Executive Chairman
----------------------------------------------------------------
Insilco Holding Co. (OTCBB:INSL) reported that John F. Fort III
has resigned from his position as Non-Executive Chairman of the
Board, effective immediately.

The Company said that its Board of Directors had no intention at
the present time to replace Mr. Fort and that the Board is now
comprised of three non-executive directors and David A. Kauer,
the current Insilco President and CEO.

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

Insilco maintains more than 1.5 million square feet of
manufacturing space and has 21 locations throughout the United
States, Canada, Mexico, China, Northern Ireland, Ireland and the
Dominican Republic serving the telecommunications, networking,
computer, electronics, automotive and medical markets. For more
information visit its sites at http://www.insilco.comor
http://www.insilcotechnologies.com


INSILCO HOLDING: Dec. 31 Balance Sheet Upside-Down by $407 Mill.
----------------------------------------------------------------
Insilco Holding Co. (OTCBB:INSL) reported sales and operating
results for its fourth quarter and full year ended December 31,
2001.

The Company reported the following results on a pro forma EBITDA
basis to include the results of acquisitions and exclude the
results of divestitures as if they occurred at the beginning of
the relevant period and to exclude impairment and amortization
of goodwill, depreciation, interest, taxes, and nonrecurring
items in an effort to provide a better understanding of the
changes in its operating results. A complete bridge to reported
results is provided in the attached supplemental financial
tables.

The Company reported pro forma fourth quarter sales of $51.2
million compared with $103.6 million recorded in last year's
fourth quarter. The decline reflects continued weak demand from
the Company's primary markets, in particular the
telecommunications market. Pro forma EBITDA from ongoing
operations for the current quarter was $0.3 million compared
with $23.2 million recorded last year, reflecting the weak sales
volume.

For the year 2001, the Company reported pro forma EBITDA of
$10.1 million, on pro forma sales of $246.1 million, compared to
pro forma EBITDA of $90.6 million, on pro forma sales of $433.9
million, reported in the year 2000.

                        Reported Results

The net loss for the Company's current quarter was $73.3 million
compared to a net loss of $2.9 million recorded a year ago in
the fourth quarter. The current fourth quarter results included
a goodwill impairment charge of $53.0 million, in accordance
with GAAP accounting rule FAS 121 related to asset impairment.
The loss available to common shareholders for the fourth quarter
of 2001 was $75.4 million versus a loss of $4.7 million
available to common shareholders for the 2000 fourth quarter.

The net loss for the Company's current full year was $208.9
million, compared to net income of $57.7 million recorded in
2000. The loss available to common shareholders for full year
2001 was $217.0 million versus net income of $50.7 million
available to common shareholders for the year 2000.The year ago
full year results included after tax income and gains of $69.5
million from discontinued operations. Full year 2001 results
also included the goodwill impairment charge of $150.3 million
related to FAS 121.

Its December 31, 2001, balance sheet showed a total
shareholders' equity deficit of $406.8 million.

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

Insilco maintains more than 1.5 million square feet of
manufacturing space and has 21 locations throughout the United
States, Canada, Mexico, China, Northern Ireland, Ireland and the
Dominican Republic serving the telecommunications, networking,
computer, electronics, automotive and medical markets. For more
information visit our sites at http://www.insilco.comor
http://www.insilcotechnologies.com


KAISER ALUMINUM: Wants to Sign-Up Seyfarth Shaw as Labor Counsel
----------------------------------------------------------------
Kaiser Aluminum Corporation, and its debtor-affiliates ask the
Court's approval to employ and retain Seyfarth Shaw as labor,
employment and benefits counsel in their chapter 11 cases.

Patrick Leathem, Esq., at Richards, Layton & Finger in
Wilmington, Delaware, tells the Court that Seyfarth has a
longstanding relationship with the Debtors and is an expert in
the areas of law in which services will be rendered. Since 1998,
Seyfarth has served as the Debtors' lead labor, employment and
employee benefits counsel, representing the Debtors in a wide
range of collective bargaining, labor and employee relations
matters, including labor negotiations, grievances and
arbitrations, unfair labor practice proceedings before the
National Labor Relations Board, employment discrimination
claims, mass layoff and reduction in work force issues, and
employee benefit matters, including benefit issues for retirees.
Through these activities, Seyfarth has become well acquainted
with the Debtors collective bargaining agreements, employee and
retiree benefit programs and policies. Indeed, Mr. Leathem notes
that one of Seyfarth's attorneys, Jeremy P. Sherman, served as
the Debtors' chief negotiator in master collective bargaining
negotiations with the United Steelworkers of America from
January 1999 to September 2000. In addition, the firm,
established in 1945, has nine offices throughout the United
States and one office in Brussels, allowing the firm to respond
quickly and effectively to clients throughout the United States
and in Europe, including over 200 Fortune 500 companies and many
industrial and manufacturing companies.

Among other things, Seyfarth is expected to:

A. Advise and assist the Debtors regarding issues relating to
        their collective bargaining agreements, employee benefit
        plans, and retiree benefit plans;

B. Advise and assist the Debtors in collective bargaining
        negotiations with unions and other employee and retiree
        representations in connection with labor employment and
        benefit matters;

C. Advise and assist the Debtors regarding labor practices and
        union representation matters;

D. Advise and assist the Debtors in connection with grievances
        and arbitrations;

E. Advise and assist the Debtors in connection with claims of
        employee discrimination; and,

F. Advise and assist the Debtors in such other labor, employment
        and benefit matters as may be requested by the Debtors;

Seyfarth's professionals who are primarily responsible for
rendering services to the Debtors postpetition and their
corresponding hourly rates are:

          Professional          Position      Hourly Rate
       --------------------   ------------   -------------
       Jeremy P. Sherman        Partner          $375
       William Factor           Partner          $300
       Mark A. Casciari         Partner          $335
       Joel H. Kaplan           Partner          $410
       Ronald J. Kramer         Partner          $265
       Philip A. Miscimarra     Partner          $435
       Peter C. Miller          Partner          $335
       Stacy C. Shartin         Partner          $385
       Diana Tabacopoulos       Partner          $315
       Kristin E. Michaels      Partner          $280
       Gregory M. Davis        Associate         $260
       Christopher DeGregoff   Associate         $260
       Brian Stolzenbach       Associate         $170
       Michael Gallion         Associate         $235
       Catherine Yepsen        Paralegal         $130

Mr. Leathem informs the Court that prior to the petition date,
on February 8, 2002, the Debtors provided the firm with a
retainer of $103,817.43 for legal services rendered or to be
rendered and for expenses incurred or to be incurred on behalf
of the Debtors. Seyfarth has applied $56,932.46 of the Retainer
to actual fees and expenses on behalf of the Debtors during
February 1-11, 2002, leaving the remaining  $46,884.97 of the
Retainer as a post petition retainer. Including the present
Retainer amount, the prepetition payments made to Seyfarth
aggregated to $2,417,288.79 within one year of the petition date
on account of fees and expenses incurred or to be incurred by
the firm on matters relating to the Debtors, which comes from
the Debtors' operating cash.

After a thorough search of potential conflicts, Jeremy P.
Sherman, Esq., discloses that his Firm has connections with
these parties in matters unrelated to the Debtors or their
chapter 11 cases:

A. The Debtors' Indenture Trustee: Bank One Corporation, J.P.
        Morgan Chase, U.S. Bancorp (Potentially related to U.S.
        Bank);

B. The Debtors' Material Secured Creditors: Wachovia Corporation
        (Related to Congressional Financial), Entities of Bank of
        America;

C. The Debtors' 50 largest unsecured creditors: Affiliated
        Building Services (Related to Enron Corp.), Tyco
        International and Affiliates (Related to CIT Group),
        Nalco Chemical Co., Grinnell Corp.; and,

D. Major Business Affiliation with One of the Debtors' Officers
        and Directors: Temple Inland, Inc. (Kaiser Bankruptcy
        News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


KMART CORPORATION: Pushing for a July 31, 2002 Claims Bar Date
--------------------------------------------------------------
Kmart Corporation, and its debtor-affiliates seek entry of an
order establishing:

     (a) July 31, 2002 as the deadline for all persons and
         entities holding or wishing to assert a claim against
         any of the Debtors to file a proof of such Claim in
         these cases.

     (b) the later of the General Bar Date or 30 days after a
         claimant is served with notice that the Debtors have
         amended their schedules of assets and liabilities
         reducing, deleting, or changing the status of a
         scheduled claim of such claimant as the bar date for
         filing a proof of claim in respect of such amended
         scheduled claim;

     (c) the later of the General Bar Date or 30 days after the
         effective date of any order authorizing the rejection of
         an executory contract or unexpired lease as the bar date
         by which a proof of claim relating to the Debtors'
         rejection of such contract or lease must be filed;

     (d) July 31, 2002 as the deadline for all governmental units
         to file a proof of claim in these cases.

The Debtors expect that notice of the Bar Dates will be mailed
as soon as possible after March 25, 2002, which is when their
schedules of assets and liabilities and statements of financial
affairs will be filed.  "That should give parties in interests
roughly four months after receipt of the notice to file proofs
of claim," J. Eric Ivester, Esq., at Skadden, Arps, Slate,
Meagher & Flom, in Chicago, Illinois, notes.

"The requested date for the General Bar Date should also allow
the Debtors to ascertain the number and amount of claims in
various classes and finalize the terms of a plan of
reorganization and disclosure statement prior to solicitation of
votes," Mr. Ivester adds.

According to Mr. Ivester, the Bar Dates would apply to all
Persons or Entities holding Claims against the Debtors that
arose prior to the Petition Date.

                Exceptions to the General Bar Date

No proofs of claim will be required from:

-- Any Person or Entity:

     (a) that agrees with the nature, classification, amount of
         such Claim set forth in the Schedules, and

     (b) whose Claim against a Debtor is not listed as
         "disputed," "contingent" or "unliquidated" in the
         Schedules;

-- Any Person or Entity that has already properly filed a proof
     of claim against the correct Debtor;

-- Any Person or Entity asserting a Claim allowable as an
     administrative expense of the Debtors' Chapter 11 cases;

-- Any of the Debtors or any direct or indirect subsidiary of
     any of the Debtors that hold Claims against one or more of
     the other Debtors;

-- Any Person or Entity whose Claim against a Debtor previously
     has been allowed by, or paid pursuant to, an order of the
     Bankruptcy Court; and

-- Any holder of equity securities of, or other interests in,
     the Debtors solely with respect to such holder's ownership
     interest in or possession of such equity securities, or
     other interest in, provided, however, that any such holders
     who wish to assert a Clam against any of the Debtors based
     on transactions in the Debtors' securities, including, but
     not limited to, Claims for damages or recision based on the
     purchase or sale of such securities, must file a proof of
     claim on or prior to the General Bar Date.

                 Consequence of Not Filing a Claim

For those who fail to file a proof of claim in a timely manner,
Mr. Ivester asserts that such persons and entities should be
forever barred and enjoined from:

     (a) asserting any Claim against the Debtors that such Person
         or Entity has that:

            (i) is in an amount that exceeds the amount, if any,
                that is set forth in the Schedules, or

           (ii) is of a different nature or in a different
                classification; and

     (b) voting upon, or receiving distributions under, any plan
         or plans of reorganization in these Chapter 11 cases in
         respect of an Unscheduled Claim.

                           Notice Procedures

According to Mr. Ivester, Trumbull Services LLC will give notice
of the Bar Dates by serving on all known Persons and Entities
holding potential pre-petition Claims:

     (a) a notice of the Bar Dates; and

     (b) a proof of claim form.

Mr. Ivester assures the Court the Bar Date Notice and the Proof
of Claim Form will be mailed by first class U.S. mail, postage
prepaid, to all known potential claimants as soon as the
Schedules are filed, but in no event later than April 1, 2002.

Because of the extensive nature of the Debtors' businesses, Mr.
Ivester admits that there may be many claims that the Debtors
are unaware of, such as:

-- Claims of trade vendors who failed to submit air invoice to
     the Debtors;

-- Claims of former employees; and Claims that, for various
     reasons, are not recorded on the Debtors' books and records.

Accordingly, Mr. Ivester says, the Debtors intend to give notice
of the Bar Date Notice by publication in The New York Times
(national edition), The Wall Street Journal (national, European
and Asian editions), and USA Today (worldwide).  Such notices
shall be published on or about March 25, 2002.

                         Filing Requirements

For any Proof of Claim Form to be validly and properly filed,
Mr. Ivester notes that a signed original of the completed Proof
of Claim Form, together with accompanying documentation must be
delivered to the Claims and Noticing Agent so as to be received
no later than 4:00 p.m., Eastern Standard Time, on the
respective Bar Date.

Facsimile submissions will not be accepted, Mr. Ivester
emphasizes.

Mr. Ivester also clarifies that creditors who wish to assert
Claims against more than one Debtor are required to file a
separate proof of claim form with respect to each such Debtor.
(Kmart Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


KMART CORP: Launches New Multicultural Radio Marketing Campaign
---------------------------------------------------------------
With the launch of a nationwide radio campaign this morning,
Kmart Corporation (NYSE: KM) unveiled its new multicultural
marketing program.  The campaign will be rolled out in several
stages, starting with radio and television advertising, that
targets African-American and Hispanic shoppers.  Commercials
will feature original music performed by legendary Grammy(R)-
award winners Chaka Khan, BeBe Winans and Jose Feliciano.

Kmart's new marketing efforts focus on leveraging one of the
company's key points of differentiation -- its vast
multicultural shopping population. Currently, multicultural
consumers make up 39 percent of the nearly 30 million people who
shop at Kmart each week.  African Americans and Hispanics alone
account for 32 percent of Kmart's shoppers.  Nationwide,
multicultural consumers possess $1.2 trillion in joint
purchasing power at a market segment growth rate seven times
faster than the general population.

"With our exclusive brands, value pricing and our store
locations, no mass discount retailer can match Kmart's reach and
appeal to the multicultural marketplace," said Steven Feuling,
senior vice president of marketing for Kmart Corporation.  "We
understand the value of these very loyal consumers and know our
continued commitment to their shopping needs and their
communities is a crucial element in Kmart's growth and success."

The first stage of Kmart's multicultural marketing campaign will
be local radio advertising in markets where African-American
Kmart consumers have a strong presence.  Created by Kmart's
multicultural agency of record, Don Coleman Advertising (DCA),
the spots targeting African Americans will feature original
soulful music by award-winning recording artists Chaka Khan and
BeBe Winans.  DCA is a part of GlobalHue, a marketing
communications holding company dedicated to strategically
addressing multicultural consumer audiences.

"Music plays such an important role in the lives of the African-
American community, and the world in general," said Chaka Khan,
singer of such classics as "I'm Every Woman" and "Ain't Nobody."
"I am pleased that I can lend my voice to a company like Kmart,
who understands and values the role multicultural communities
play in today's America."

The second stage in Kmart's multicultural advertising campaign
-- television commercials -- will be seen on network and cable
outlets that directly reach the Hispanic and African-American
consumer within the next several weeks.  The Spanish-language
spots will feature musical legend Jose Feliciano.

As with the recently unveiled general consumer advertising
campaign, the tagline for the radio and television commercials
will be "Kmart. The Stuff of Life," or "Kmart. Las Cosas para La
Vida."  Khan, Winans and Feliciano will sing new, original music
that mirrors the tagline, bringing it to life in soaring voices
and harmonies.

"Kmart. The Stuff of Life" tagline further emphasizes Kmart's
role in American family life.  Kmart has a unique blend of
products that meets the consumer's daily "needs," while still
offering top-name and exclusive brands, such as Martha Stewart
Everyday(R), Disney, Jaclyn Smith(R), Kathy Ireland(R), Sesame
Street(R) and soon JOE BOXER(R), which meet consumers'
aspirational "wants."

      The Store That Understands What Really Matters In Life

Outreach to the multicultural market is part of Kmart's new
overall corporate branding campaign, which launched February 24
to the general market. Kmart's new corporate brand positioning
focuses on establishing Kmart as "The Store That Understands
What Really Matters in Life."  The multicultural advertising was
developed from the same strategy, but will be tailored for
Kmart's African-American and Hispanic shopping communities.

Kmart, along with its products and exclusive brands, understands
what values are important in everyday life; things such as
putting family first, value for money, practicality and
convenience.  The advertising showcases how Kmart fits into the
shoppers' ever-changing lives.  This creative is designed to
help invigorate the Kmart brand and is geared as a call to
action to the multicultural market.  The spots have been
developed in such a manner that consumers universally will feel
a connection with Kmart.

"Kmart's goal with this multicultural corporate brand campaign
is to build an emotional bond with the consumer by clearly
identifying the role Kmart plays in the lives of our
multicultural shoppers," continued Feuling.  "By demonstrating
that Kmart uniquely fits diverse lifestyles and aspirations, we
hope to drive consumer loyalty."

Further initiatives in Kmart's overall multicultural marketing
program will include national sponsorships and grass-root
efforts that directly reach regional markets or individual
stores.  These will complement Kmart's policies that empower
store managers to build merchandise selections and facility
operations around the varying multicultural communities they
serve.  Along with the advertising, these programs will clearly
demonstrate the dedication Kmart has to its consumers and their
communities.

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

DebtTraders reports that KMart Corp.'s 9.875% bonds due 2008
(KMART18) are trading between 50 and 52. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KMART18for
real-time bond pricing.


LTV CORP: Amends APP Budget to Increase Professionals' Carve-Out
----------------------------------------------------------------
The LTV Corporation, and its debtor-affiliates amend their APP
Budget to reflect the proposed increase in the carve-out amount
in a letter to JP Morgan Chase Bank and Abbey National Treasury
Services as co-agents for the DIP Lenders.

In this letter, the Debtors agree that they will transfer
approximately $73,864,000 of available proceeds from the sales
and make a second transfer after reconciliation of the sale
proceeds and expiration of the objection period of an amount
estimated to be $16,424,000 so long as no objections are filed.

The Debtors remind all parties that their amended budget is
based upon the Debtors having continued access to certain funds
in the VEBA Trust, as provided in its settlement with the USWA
CBA dispute, in the amount of $86.4 million.  The Debtors agree
that, if such continued access in such amount is for any reason
suspended, delayed or in any way becomes unavailable to the
Debtors, then, without further notice or action of any sort or
kind, the consent of the Banks to the amended budget shall be
deemed withdrawn immediately and without force and effect solely
as to the category of "healthcare" as if such consent had not
been given; provided, however, that (i) disbursements for the
category "healthcare" through and including the week of such
discontinued access shall be deemed to be subject to the amended
budget notwithstanding such discontinued access; (ii)
disbursements for the category "healthcare" from and after the
discontinued access week shall be deemed to be subject to the
approved budget in effect immediately prior to the amended
budget with some modifications, being (x) the amount of any
carryforward in the category "healthcare" determined under the
Financing Modification Order will be determined as if the prior
budget had been in effect for that category through and
including the discontinued access week, and (y) the weekly
amount of permitted disbursements in the category "healthcare"
from and after the week following the discontinued access week
shall be increased by an amount agreed to the excess of the
actual reimbursements received from the VEBA Trust and from
retirees over the projections of such reimbursements provided to
the Agent with the Amended Budget.

                         The Amended Budget
                      March through July, 2002

                         Mar/Apr    Apr/May    May/Jun    Jun/Jul
                       ------------------------------------------
Labor                  $  4,383   $  1,752  $  1,346  $    872

Healthcare               30,596     20,599     7,516     5,310

Plant Non-Labor           9,858      6,286     5,915     8,633

SG&A Non-Labor
    Real & Furn Rental       332        207       135       135
    EDS                      330        240       240        10
    IT & Communication     2,409      1,139     1,139     1,260
    Taxes                  1,550      2,100       200       700
    Other                    645        723       562       663
                           -------------------------------------
      Total                5,266      4,409     2,276     2,768

Warranty Reserve            --         --        --        --

Retention                   211        263       211       263

Chapter 11 Prof.          1,785      1,685     1,685     1,685

OD&M Defense Fund           900      1,075       --        --

Interest & Bank Fees       2,000      2,325     1,500     1,500
                           --------------------------------------
Total Disbursements
Before
Environmental Fund       $54,999     38,394    20,447    21,031



                         The Amended Budget
                    July through September, 2002

                           Jul/Aug    Aug/Sep              Total
                       ------------------------------------------
Labor                   $   840        827               18,814

Healthcare                2,534      2,908              112,058

Plant Non-Labor           6,966      6,863               70,332

SG&A Non-Labor
    Real & Furn Rental       135        135                1,946
    EDS                       10         10                1,270
    IT & Communication        --         --                9,460
    Taxes                    900        200                5,910
    Other                    488        488                4,702
                          ---------------------------------------
      Total             $ 15,594    15,028              258,865

Warranty Reserve             --         --                  637

Retention                   211       211                5,417

Chapter 11 Prof.          1,685     1,885               12,495

OD&M Defense Fund            --        --                3,100

Interest & Bank Fees      1,825     1,500               12,725
                         ----------------------------------------
Total Disbursements
Before
Environmental Fund     $ 15,594    15,028              258,865
(LTV Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 609/392-00900)


LERNOUT & HAUSPIE: Gets 3rd Extension of Litigation Removal Time
----------------------------------------------------------------
Judge Wizmur granted Lernout & Hauspie Speech Products N.V. and
Dictaphone Corp.'s motion to further extend the time period
during which the Debtors may remove prepetition litigation under
the Bankruptcy Code, without prejudice to L&H Group's ability to
request further extensions.

Specifically:

        (1)  Dictaphone will have to remove prepetition actions
relating to it on the earlier of (x) the effective date of a
confirmed plan of reorganization relating to Dictaphone, and (y)
30 days after the entry of an order terminating the automatic
stay with respect to the particular action sought to be removed;
and

        (2)  L&H and Holdings will have to remove prepetition
actions relating to them or either of them to the earlier of (x)
the effective date of a confirmed plan of reorganization
relating to either L&H NV or Holdings, and (y) 30 days after the
entry of an order terminating the automatic stay with respect to
the particular action sought to be removed. (L&H/Dictaphone
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LIBERTY OIL: Selling Equity to Kinloch Resources Under CCAA Plan
----------------------------------------------------------------
Kinloch Resources Inc. and Liberty Oil & Gas Ltd. jointly
announce that they have executed a letter of intent whereby
Kinloch will acquire all of the issued and outstanding shares of
Liberty. It is intended that the transaction be structured as a
Plan of Arrangement.

Liberty previously announced that the Court of Queen's Bench of
Alberta had granted an Order on February 25, 2002, which
provided creditor protection to Liberty under the Companies'
Creditor Arrangement Act. Under the proposed terms of the Plan,
Kinloch will provide Liberty with $6,000,000 cash that will be
used to reduce Liberty's bank debt, settle with Liberty's
creditors and provide for working capital to fund Liberty's
ongoing oil and gas operations. Of the $6,000,000 cash provided
by Kinloch, $500,000 will be advanced as a secured loan within
three days of Court approval and the balance upon closing of the
transaction. In addition to the cash contribution, Kinloch will
issue 2,074,286 common shares to Liberty's unsecured creditors
that, in addition to the cash, is expected to settle Liberty's
indebtedness. The unsecured creditors will meet regarding
approval of the proposal by April 21, subject to date
extensions. In consideration for acquiring the outstanding
Liberty shares, shareholders of Liberty are proposed to receive
an aggregate of 1,225,714 common shares of Kinloch.

Jennings Capital Inc. acted as financial advisor for Liberty Oil
& Gas Ltd. in connection with this transaction.

Upon implementation of the Plan, it is anticipated that
Kinloch's bank debt will be no more than $9.5 million with
positive working capital for enhancing Liberty's production
base.

The Plan does not result in a change of control of Kinloch or a
change in officers or directors of Kinloch.

Liberty currently has production of approximately 790 barrels
per day of oil and liquids and 2.9 million cubic feet per day of
natural gas in Alberta and Saskatchewan.

This transaction is subject to approval by the Court, the
Canadian Venture Exchange Inc. ("CDNX"), Liberty's creditors and
Liberty's shareholders. Closing is anticipated to occur in June
2002.

In conjunction with the Liberty transaction, Kinloch is
proposing a private placement to certain insiders and arm's
length investors of up to 1,440,000 "flow-through" common shares
at a price of $1.25 per share, for maximum proceeds of $1.8
million, and up to $4.2 million in principal amount of
redeemable secured convertible debentures, for maximum gross
proceeds of $6 million.

It is proposed that the Debentures will bear interest and will
have a 5 year term, convertible at the option of the holder into
common shares of Kinloch, at any time after issuance and prior
to maturity, at a price of $1.50 for the first two years, with
the conversion price increasing over the last 3 years
incrementally in accordance with the policies of CDNX. At any
time after one year from the date of issuance, Kinloch may
demand either conversion or early redemption at the option of
the holder, provided that the shares of Kinloch have traded at a
premium of 33 1/3 % or more to the conversion price on a
weighted average basis for 30 or more consecutive days.  Final
terms of the proposed private placement are subject to
regulatory approval.

Proceeds from the private placement will be used, in part, to
fund the acquisition of Liberty, fund exploration and
development on the Liberty oil and gas properties, and for
general working capital purposes. Closing of the proposed
private placement is anticipated to occur in conjunction with
the closing of the Liberty transaction.

As required under CDNX policies, Kinloch also announces that at
its annual general and special meeting, scheduled for April 8,
2002, shareholder approval will be sought for an amendment to
its Stock Option Plan to increase the aggregate number of common
shares reserved for issuance on the exercise of stock options to
680,000 common shares.

Kinloch Resources Inc. trades on the Canadian Venture Exchange
under the symbol KTE and Liberty Oil & Gas Ltd. is listed on the
Canadian Venture Exchange under the symbol LBR but trading was
halted on February 25, 2002 and is expected to remain so through
the implementation of this plan.


LODGIAN: Asks Court to Fix June 3 Bar Date for Proofs of Claim
--------------------------------------------------------------
Lodgian, Inc., and its debtor-affiliates request an order
pursuant to Rule 3003(c)(3) of the Federal Rules of Bankruptcy
Procedure that sets the Bar Date by which proofs of claim must
be filed.  The Debtors also ask the Court to approve a proposed
proof of claim form (along with certain proposed notice and
publication procedures concerning the Bar Date).  The Debtors
request that the Bar Date be scheduled at June 3, 2002, thereby
providing at least 60 days notice of the Bar Date.

Gregory M. Petrick, Esq., at Cadwalader Wickersham & Taft in New
York, New York, explains that fixing June 3, 2002 as the Bar
Date will enable the Debtors to receive, process and begin
analysis of creditors' claims in a timely and efficient manner.
Based on the notice procedures set forth below, such date will
give all creditors ample opportunity to prepare and file proofs
of claim. The Debtors request that the Bar Date also apply to
the filing of proofs of interest by the Debtors' equity security
holders.

Pursuant to the proposed order, Mr. Petrick relates that each
person or entity (including, without limitation, each
individual, partnership, joint venture, corporation, estate,
trust and governmental unit) that asserts a claim against the
Debtors that arose prior to the Commencement Date must file an
original, written proof of such claim which substantially
conforms to the Proof of Claim or Official Form No. 10 so as to
be actually received on or before the Bar Date by Poorman-
Douglas Corporation. Original proofs of claims (or proofs of
interests, as applicable) must be:

   A. mailed to U.S. Bankruptcy Court, Southern District of New
      York, Re: Lodgian, Inc., Claims Processing Center P.O. Box
      5, Bowling Green Station, New York, New York 10274-5176, or

   B. delivered by messenger or overnight courier to:

          Office of the Clerk of the
          United States Bankruptcy Court,
          Southern District of New York,
          Re: Lodgian, Inc., Claims Processing Center
          One Bowling Green
          New York, New York 10274-5176

Mr. Petrick informs the Court that proofs of claim or interests
sent by facsimile or telecopy will not be accepted. The Debtors
request the Court order that all proofs of claim or interests be
deemed timely filed only if actually received by Poorman-Douglas
on or before the Bar Date.

Pursuant to the proposed Bar Date order, the following persons
or entities are not required to file a proof of claim on or
before the Bar Date:

   A. any person or entity that has already properly filed, with
      the Clerk of the United States Bankruptcy Court for the
      Southern District of New York, a proof of claim against the
      Debtors utilizing a claim form which substantially conforms
      to the Proof of Claim or Official Form No. 10;

   B. any person or entity whose claim is listed on the Debtors'
      Schedules, whose claim is not described as "disputed,"
      "contingent," or "unliquidated," and who does not dispute
      the amount or nature of the claim for such person or entity
      as set forth in the Debtors' Schedules;

   C. any person having a claim under section 507(a) and section
      503 of the Bankruptcy Code as an administrative expense
      of the Debtors' Chapter 11 cases;

   D. any person or entity whose claim has already been paid by
      the Debtors;

   E. any current director, officer or employee of the Debtors
      that has or may have claims against the Debtors for
      indemnification, contribution, subrogation or
      reimbursement;

   F. any Debtor in these cases having a claim against another
      Debtor; and

   G. any person or entity that holds a claim that has been
      allowed by an order of this Court entered on or before the
      Bar Date.

Mr. Petrick contends that setting a deadline for filing proofs
of claims and interests asserted by all persons and entities and
barring claims and interests filed beyond that deadline is
necessary to quantify the aggregate dollar amount of claims
outstanding against the Debtors. Identification of all claims
against the Debtors' estates is an essential prelude to fruitful
negotiations concerning a plan of reorganization.

Mr. Petrick submits that the establishment of the Bar Date
proposed herein is consistent with the common goal of the
Debtors and their creditors that these cases proceed as rapidly
as possible. As discussed above, a resolution of the Debtors'
Chapter 11 cases cannot be effective without fixing a deadline
for the filing of claims. Thus, fixing the Bar Date proposed
herein will ensure the prompt administration of the Debtors'
Chapter 11 cases, which is necessary and in the best interest of
the Debtors and all parties in interest.

Due to the size and complexity of these Chapter 11 cases, the
Debtors have prepared a proof of claim form tailored to conform
to these cases, based, in part, on Official Form 10. The
substantive modifications to the Official Form proposed by the
Debtors include:

   A. allowing the creditor to correct any incorrect information
      contained in the name and address portion;

   B. indicating how the Debtors have listed each creditor's
      respective claim on the Debtors' Schedules, including the
      amount of the claim and whether the claim has been listed
      as contingent, unliquidated or disputed; and

   C. adding certain instructions.

In accordance with the proposed Bar Date Order, Mr. Petrick
states that each proof of claim filed must be written in the
English language, be denominated in lawful currency of the
United States as of the Commencement Date, and conform
substantially with the Proof of Claim provided or Official Form
No. 10.

Pursuant to Bankruptcy Rule 3003(c)(2), the Debtors propose that
any holder of a claim against the Debtors, who is required but
fails to file a proof of such claim in accordance with the Bar
Date order on or before the Bar Date, shall be forever barred,
estopped, and enjoined from asserting such claim against the
Debtors.  The Debtors and their property shall be forever
discharged from any and all indebtedness or liability with
respect to such claim.  Such holder shall not be permitted to
vote to accept or reject any Chapter 11 plan or participate in
any distribution in the Debtors' Chapter 11 cases on account of
such claim or to receive further notices regarding such claim.
The foregoing would likewise apply to the filing of any proofs
of interests.

Mr. Petrick informs the Court that the proposed Bar Date Notice
notifies the parties of the Bar Date and contains information
regarding who must file a proof of claim, the procedure for
filing a proof of claim and the consequences of failure to
timely file a proof of claim. The Debtors request the Court
approve the proposed form and use of the Bar Date Notice.

The Debtors have determined that it would be in the best
interest of their estates to give notice by publication to
certain creditors including (1) those creditors to whom no other
notice was sent and who are unknown or not reasonably
ascertainable by the Debtors, (2) known creditors with addresses
unknown by the Debtors, and (3) creditors with potential claims
unknown by the Debtors. Pursuant to Bankruptcy Rule 2002(l), the
Debtors seek authority to publish the Bar Date Notice, modified
for publication as indicated therein nationally in The Wall
Street Journal and New York Times on one occasion at least 25
days prior to the Bar Date to satisfy the requirements of
Bankruptcy Rule 2002(a)(7). Mr. Petrick notes that the
Publication Notice includes a telephone number that creditors
may call to obtain copies of the Proof of Claim form and
information concerning the procedure for filing proofs of claim.

The Debtors further request the Court find that the Debtors'
proposed procedure regarding the Publication Notice shall be
deemed good, adequate and sufficient publication notice. To
facilitate and coordinate the claims reconciliation and bar date
notice functions, the Debtors propose the Proof of Claim forms
be mailed by the claims agent, together with the Bar Date
Notice. Mailing will ensure that each creditor whose claim is
listed on the Debtors' Schedules will receive a "personalized"
Proof of Claim form, printed with the appropriate creditor's
name; and facilitate the matching of scheduled and filed claims
and the claims reconciliation process.

The Debtors have been advised by the claims agent that based
upon the number of entities to whom the Debtors propose to
provide notice, including all creditors who are entitled to
receive notice collectively in excess of 26,000, that the claims
agent will be able to complete the mailing of the Proof of Claim
forms and Bar Date Notices no later than three business days
after entry of an order approving this Motion. By establishing
June 3, 2002 as the Bar Date, Mr. Petrick asserts that all
potential claimants will have at least 60 days' notice of the
Bar Date for filing their proofs of claim in accordance with
Bankruptcy Rule 2002(a)(7). (Lodgian Bankruptcy News, Issue No.
7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MARINER POST-ACUTE: Committee Backs Confirmation of Joint Plan
--------------------------------------------------------------
The Official Committee of Secured Creditors in the chapter 11
cases of Mariner Post-Acute Network, Inc., and its debtor-
affiliates put in its word of support for the Debtors' Second
Amended Joint Plan of Reorganization by filing a Memorandum of
Law in support of the Plan.

The Committee indicates that from its view,

-- the Plan complies with all applicable provisions of the
    Bankruptcy Code;

-- limited substantive consolidation as provided in the Plan is
    warranted because of (i) the substantial identity of the
    Debtors and the manner in which many of the Debtors
    historically have conducted their businesses, (ii) the way in
    which many of the Debtors' creditors have dealt with the
    Debtors and (iii) the benefits creditors will receive as a
    result of the consolidation of the Debtors' respective
    estates;

-- the Plan has been proposed in good faith;

-- the Plan satisfies the "cram down" requirements;

-- the Plan is in the best interest of all creditors of, and
    equity interest holders in the Debtors and is not likely to
    be followed by liquidation or the need for further financial
    reorganization.

The Committee believes that the Plan should be confirmed.
(Mariner Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MCLEODUSA: Committee Seeks Okay to Hire Milbank Tweed as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors, in the chapter 11
case of McLeodUSA Inc., applies to the Court to employ Milbank,
Tweed, Hadley & McCloy LLP as Counsel, retroactive to February
13, 2002.

Desmund Shirazi, the Committee's Chairman, says the Committee
first engaged Milbank's services on February 13, 2002 along with
Morris, Nichols, Arsht & Tunnel (as co-counsel), and Chanin
Capital Partners LLC as Financial Advisor.  The Committee has
sought Court authority to retain Morris and Chanin in separation
Applications.

Mr. Shirazi says Milbank Tweed participated in crafting the Plan
Support Agreement with an ad hoc committee composed of holders
of senior discount notes and senior notes issued by the Debtor.
That Agreement formed the basis for the Debtor's filing of a
pre-negotiated Plan of Reorganization.

Milbank's involvement in formulating the Agreement, Mr. Shirazi
says, gives the Firm's attorneys familiarity with the Debtor's
business and the legal issues that may arise as the Chapter 11
case progresses.  Milbank Tweed has appeared as Counsel for
creditors committees in other significant Chapter 11 cases,
including Pacific Gas & Electric Co., Enron Corp., Assisted
Living Concepts Inc., ATC Group Services Inc., Columbia Gas
Corp., ICO Global Communications Services, Baldwin Builders,
Megafoods Inc., Silver Cinemas Inc., United Artists Theatres
Inc., Plainwell Inc., Metal Management Inc. and GST Telecom Inc.

                            Services

The Committee will expect Milbank Tweed to:

       (a) advise with respect to the Committee's rights, powers
           and duties in the Debtor's case;

       (b) advise and assistance in the Committee's consultation
           with the Debtor relative to the administration of the
           Chapter 11 case;

       (c) provide assistance in analyzing the claims of the
           Debtor's creditors and in negotiating with such
           creditors;

       (d) provide assistance in the Committee's analysis of, and
           negotiations with, the Debtor or any third party
           concerning matters related to, among other things, the
           terms and implementation of the Plan;

       (e) provide assistance and advise with respect to the
           Committee's communications with the general creditor
           body regarding significant matters in the Chapter 11
           case;

       (f) review and analyze all applications, orders,
           statements of operations and schedules filed with the
           Court and advise as to their propriety;

       (g) provide assistance in preparing the Committee's
           pleadings and applications as may be necessary in
           furtherance of the Committee's interests and
           objectives;

       (h) represent the Committee in all hearings and other
           proceedings; and

       (i) perform all other legal services as may be required
           and are deemed to be in the interests of the Committee
           in accordance with the Committee's powers and duties.

                             Compensation

Thomas Kreller, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
says the Firm has received a $150,000 pre-petition retainer from
the Debtor, of which approximately $81,000 was drawn.  Overall,
Milbank Tweed was paid $376,000 for services rendered before the
Chapter 11 case commenced.

Milbank Tweed will bill for services at its customary hourly
rates:

                  Professional       Compensation
                  ------------       -------------
                  Thomas R. Kreller      $500
                  David B. Zolkin        $465
                  Brett Goldblatt        $425
                  Nancy Toross           $375
                  Beth A. Passage        $110

                Relationships with Other Parties

Mr. Kreller says Mibank Tweed maintains a database of cases in
which it was involved to avoid issues about conflicts of
interest. It also regularly communicates information to its
professionals over matters that might give rise to conflicts.

In connection with the Committee's engagement, Milbank
researched its client database for the past five years to
determine whether it had relationships with:

         (a) The Debtor and their affiliates;
         (b) The principal secured lenders to the Debtor;
         (c) The principal unsecured creditors of the Debtor,
             including certain of the Debtor's significant
             bondholders;
         (d) The Debtor's officers and directors; and
         (e) Certain other actual or potential parties in
             interest in the Debtor's case.

Mr. Kreller discloses that Mibank has represented these entities
in matters unrelated to the Debtor's Chapter 11 case:

     A. Professionals Retained by the Company

        A.1.  Houlihan Lokey Howard & Zukin (Milbank has worked
              with and represented Houlihan on other matters
              unrelated to McLeodUSA)

        A.2.  Chanin Capital Partners LLC (Milbank has worked
              with Chanin on other matters unrelated to
              McLeodUSA)

        A.3.  Skadden, Arps, Slate, Meagher & Flom (Milbank has
              worked with Skadden on other matters unrelated to
              McLeodUSA)

     B. Noteholders

        B.1.  ABBEY National
        B.2.  Aegon USA Investment Management
        B.3.  Aegon Investment Management BV
        B.4.  AIG Global Investment Corp.
        B.5.  Appaloosa/Apaloosa
        B.6.  Bank of New York
        B.7.  Black Rock Financial Management
        B.8.  Conseco/Conseco Capital Management
        B.9.  Fidelity Investment(s)
        B.10. Federated Investors Inc.
        B.11. Franklin Resources
        B.12. Montepaschi Sgr AM
        B.13. Morgan Stanley Investment Management
        B.14. Oaktree Capital Management/OCM
        B.15. Pacific Investment Management Company (PIMCO)
        B.16. Prudential
        B.17. Putnam Investment(s)
        B.18. ScudderKemper/Scudder Kemper
        B.19. UBS/Union Bank of Switzerland

     C. Trade Creditors

        C.1.  American Express
        C.2.  Ikon Office Solutions
        C.3.  Wells Fargo Financial Leasing
        C.4.  IOS Capital

     D. Equity Holders

        D.1.  Forstmann Little
        D.2.  Alliant Energy Investments Inc.

     E. Other

        E.1.  Bradford & Marzec
        E.2.  Morgan Stanley
        E.3.  Roxbury Capital
        E.4.  Merrill Lynch
        E.5.  Government of Singapore/Singapore Government
        E.6.  Linsang Partners

Mr. Kreller discloses that Mibank currently represents these
entities in matters unrelated to the Debtor's Chapter 11 case:

     A. Noteholders

        A.1.  Aegon USA Investment Management
        A.2.  Aegon Investment Management BV
        A.3.  AIG Global Investment Corp.
        A.4.  Bank of New York
        A.5.  Conseco/Conseco Capital Management
        A.6.  Fidelity Investment(s)
        A.7.  Franklin Resources
        A.8.  Morgan Stanley Investment Management
        A.9.  Oaktree Capital Management/OCM
        A.10. Putnam Investment(s)
        A.11. ScudderKemper/Scudder Kemper
        A.12. UBS/Union Bank of Switzerland

     B. Trade Creditors

        B.1.  American Express
        B.2.  Ikon Office Solutions
        B.3.  Wells Fargo Financial Leasing
        B.4.  IOS Capital

     C. Other

        C.1.  Morgan Stanley
        C.2.  Roxbury Capital
        C.3.  Merrill Lynch
        C.4.  Linsang Partners

Mr. Kreller says Milbank Tweed will review periodically its
files while the Debtor's Chapter 11 case is pending and will
file a supplemental disclosure if any relationships are
discovered or arise. (McLeodUSA Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


MCWATTERS: Gold Producer Finalizes Papers to Implement CCAA Plan
----------------------------------------------------------------
McWatters announced that the documents necessary to implement
its plan of compromise and arrangement and reorganization of
indebtedness and liabilities and of share capital have been
finalized and executed in escrow and all funds have been
deposited into an escrow account pending registration of various
transfer deeds and documents by the appropriate registry
offices. Once such registrations are received, McWatters will
proceed to complete the final steps necessary to implement the
Plan. The Plan will be finally implemented six business days
following the registration of the transfer deeds and documents.
More detailed information relating to implementation of the
Plan, including the record date for determining unsecured
creditors and shareholders entitled to receive new common shares
and rights of McWatters under the Plan, will be disseminated
when the transfer deeds and documents have been registered.

McWatters is an important Canadian gold producer, with reserves
of 1.7 million ounces of gold and total resources of 6.8 million
ounces of gold.  McWatters is also involved in developing an
extensive portfolio of exploration properties.  For additional
information, visit http://www.mcwatters.com


METALS USA: Wants Plan Filing Exclusivity Extended Until Aug. 30
----------------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates ask the Court to
extend the time within which they may file a Chapter 11 plan
until August 30, 2002 and the deadline within which to solicit
acceptances of that plan until October 3, 2002.

Zack A. Clement, Esq., at Fulbright & Jaworski LLP in Houston,
Texas, tells the Court there are good reasons to extend the
Debtors' exclusivity period:

      * the Debtors' cases are large and complex, involving 44
        Debtors with operations throughout the United States;

      * the Debtors have succeeded in putting a 15-month DIP Loan
        in place;

      * the Debtors' have filed their schedules of assets and
        liabilities and statements of financial affairs;

      * the Bar Date -- a deadline for creditors to file claims -
        - has not yet passed;

      * the Debtors still have to make reasoned decisions about
        which leases to assume or reject; and

      * the Debtors are working on selling non-core assets and
        business units.

Mr. Clement assures the Court the Debtors have taken steps to
stabilize their business in order to return to substantial
profitability. This notwithstanding the fact that the Debtors
filed their Chapter 11 cases during the worst quarter of the
year for them - two months after a national tragedy nudged an
already weak economy toward a recession and at a time when steel
prices declined to recent historic lows due partly to foreign
manufacturers dumping steel on U.S. markets and a slowing
domestic economy. He makes it clear that the Debtors' business
had been profitable in the few years leading up to the said
events.

Mr. Clement says that fourth quarter economic reports show a
slight growth in the economy -- but that hasn't positively
impacted the Debtors' business yet.  The Bush administration's
announcement that it intends to take meaningful action to
sanction foreign dumping of steel in the United States could
stabilize or steadily increase steel prices and could positively
impact the Debtors' business by increasing the value of the
Debtors' inventories.  Mr. Clement relates that the Debtors have
taken significant steps to stabilize their business in line with
general U.S. economic conditions.

The most significant step MetalsUSA has taken in stabilizing its
business is obtaining a DIP Loan permitting them to borrow up to
$350,000,000 -- which is $58,000,000 more than the Bank Group
was willing to lend pre-petition on the same collateral.  The
DIP loan gives the Debtors stability to function under Chapter
11, because they must make substantial expenditures to buy
metals inventory and sell it in a fairly rapid turnaround.  The
DIP loan matures on June 2003 and may be extended thereafter
until September 2003.

The Debtors, Mr. Clement claims, have also started using their
powers as debtors-in-possession to prune their business and make
it more profitable. Motions to reject leases and executory
contract that are not in the Debtors' best interests, for
example, have been filed while the process of selling entire
business units that are not profitable or not sufficiently
profitable are starting. Within the next four to six months, the
Debtors intend to do a substantial number of additional sales of
business units and reject a substantial number of additional
executory contracts to improve the profitability of their
business.

Mr. Clements assures the Court that the Debtors have kept
members of the Creditors' Committee informed about their efforts
to stabilize and improve the profitability of their business.
(Metals USA Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MICROFORUM INC: Sells DCS Unit to Cognicase Inc. for $2 Million
---------------------------------------------------------------
Microforum Inc. (TSE: MCF) completed the sale of its Deployed
Consulting Services unit to Cognicase Inc. for proceeds of $2.0
million payable in Cognicase shares. Such shares are subject to
a four-month resale restriction. As part of the transaction,
Cognicase assumed all of the contractual obligations of DCS,
including the continued employment of the Company's former DCS
employees and contractors.

The Company also announced that it closed its Enterprise
Solutions Group unit in early March 2002.

Established in 1987, Microforum sells software solutions to
organizations that seek a competitive edge. The company is
listed on The Toronto Stock Exchange (TSE: MCF).

Established in 1987, Microforum sells software solutions to
organizations that seek a competitive edge. The company is
listed on The Toronto Stock Exchange (TSE: MCF).

As previously reported, the Ontario Superior Court of Justice
granted the company further extension of protection under the
Companies' Creditors Arrangement Act (CCAA) in Canada until May
6, 2002.


MOSSIMO INC: Shareholders' Equity Deficiency Tops $678,000
----------------------------------------------------------
Mossimo, Inc. (OTCBB: MGXO.OB) announced financial results for
the fourth quarter and fiscal year ended December 31, 2001.

In March 2000, the Company entered into a major, multi-product
licensing agreement with Target Corporation (NYSE: TGT). As a
result of entering into the Target Agreement, the Company now
operates as a licensor and contributor of designs and no longer
manufactures, sources or directly markets its products. The
Company's royalty income from licensing in the fourth quarter
was $2.6 million compared to $1.2 million in the same period
last year. Due to the changes in the Company's business
described above, the Company no longer directly sells apparel
products and accessories and therefore reported no net sales of
such products in the fourth quarters of 2001 and 2000. The
Company reported fourth quarter income before the benefit for
taxes of $399,000 compared to income before the provision for
income taxes of $275,000 for the quarter ended December 31,
2000.

For fiscal 2001, royalty income from licensing was $16.7 million
compared to $3.5 million in fiscal 2000. The Company reported no
net sales of apparel products and accessories for fiscal 2001
compared to $24.2 million in fiscal 2000. The Company reported
fiscal 2001 income before the benefit for income taxes of $5.9
million compared to a loss before the provision for income
taxes of $12.3 million for fiscal 2000.

Both the fourth quarter and fiscal year 2001 were positively
impacted by the Company recording a deferred tax benefit at
December 31, 2001 of $3.6 million, following the reevaluation of
its forecasted operating results and resultant taxable income
during the remaining life of the initial term of the Target
Agreement, assuming the Company achieved the annual guaranteed
minimum royalties due under the Target Agreement, and the
consequent utilization of available net operating losses during
the remaining life of the initial term of the Target Agreement.
Including the net income tax benefit, the Company reported
net income of $3.6 million and $9.0 million respectively, for
the fourth quarter and fiscal year ended December 31, 2001.

Mossimo Giannulli, Chairman and Chief Executive Officer of
Mossimo, Inc commented, "Fiscal 2001 was a remarkable year for
our company on a number of different levels. First, we nearly
tripled our minimum guaranteed year-one Target sales and
reported royalty income of $16.7 million for the year. Second,
we significantly expanded our product and category reach beyond
just apparel to include: footwear, jewelry, watches, handbags,
belts and hair care products. Through Target's aggressive
marketing and advertising campaign, we were the focus of
nationally televised commercials and appeared in a series of
print campaigns with many of the leading publications throughout
the year. And most importantly, we accomplished all of this with
minimum infrastructure and relatively little overhead expenses."

"While we have achieved much in a short period of time, we
believe that we have only scraped the surface in terms of our
potential," Mr. Giannulli continued. "Our relationship with
Target remains very strong. I will continue to focus on further
expanding our business with them domestically while Edwin
concentrates his efforts on the many other opportunities that
exist in the market."

Edwin Lewis, Vice-Chairman and President commented, "Moss'
business model can be leveraged across other brands, other tiers
of distribution and to the international markets. The Company's
ability to achieve these kinds of results, with little capital
investment and no inventory risk in a very challenging retail
environment, is a testament to the strength of the Mossimo
brand, the validity of this model and Target's leadership
position in the industry."

Mr. Giannulli, concluded, "We are committed to fully-
capitalizing on the many opportunities that lie ahead and
building Mossimo into a global licensing powerhouse. Over the
past year, we have significantly improved our platform for
growth and we are dedicated to executing a plan that will result
in long-term growth and increased shareholder value."

Founded in 1987, Mossimo, Inc. is a designer of men's, women's,
boy's and girl's apparel, footwear, and other fashion
accessories such as jewelry, watches, handbags, belts and hair
care products.

At December 31, 2001, the company's balance sheet showed a
working capital deficit of $1.3 million, and a total
shareholders' equity deficit of $678,000.


NATIONAL STEEL: Court Okays Logan & Co. as Debtor's Claims Agent
----------------------------------------------------------------
National Steel Corporation, and its debtor-affiliates sought and
obtained the Court's approval to hire Logan & Company, Inc. as
their claims, noticing and balloting agent.

Ronald J. Werhnyak, Vice President, General Counsel and
Secretary of National Steel, explains that the Debtors have
numerous creditors, potential creditors and parties in interest
to which certain notices must be sent.  Mr. Werhnyak notes that
the size of the Debtors' creditor body makes it impractical for
the Debtors to undertake the task and send the notices to the
creditors and other parties in interest.  "The most effective
and efficient manner by which to provide notice and solicitation
in these cases is to engage an independent third party to act as
an agent of the Court," Mr. Werhnyak adds.

Mr. Werhnyak relates that Logan & Company is a data processing
firm that specializes in noticing, claims processing, voting and
other administrative tasks in chapter 11 cases.  The Debtors
will engage Logan & Company to send out certain designated
notices and maintain claims files and a claims and voting
register.  "Such assistance will expedite service of notices,
streamline the claims administration process and permit the
Debtors to focus on their reorganization efforts," Mr. Werhnyak
says.  Logan & Company has assisted and advised numerous chapter
11 debtors in connection with noticing, claims administration
and reconciliation and administration of plan votes.

Logan & Company is expected to:

     (i) prepare and serve required notices in these chapter 11
         cases, including:

         (a) a notice of the Petition Date of these chapter 11
             cases and the initial meeting of creditors;

         (b) a notice of the claims bar date;

         (c) notices of objections to claims;

         (d) notices of any hearings on a disclosure statement
             and confirmation of a plan of reorganization; and

         (e) such other miscellaneous notices as the Debtors or
             the Court may deem necessary or appropriate for an
             orderly administration of these chapter 11 cases.

    (ii) within 5 business days after the service of a particular
         notice, file with the Clerk's Office an affidavit of
         service that includes:

         (a) a copy of the notice served;

         (b) an alphabetical list of persons on whom the notice
             was served, along with their addresses; and

         (c) the date and manner of service.

   (iii) maintain copies of all proofs of claim and proofs of
         interest filed in these cases;

    (iv) maintain official claims registers in these cases by
         docketing all proofs of claim and proofs of interest in
         a claims database that includes the following
         information for each such claim or interest asserted:

         (a) the name and the address of the claimant or interest
             holder and any agent, if the proof of claim or proof
             of interest was filed by an agent;

         (b) the date the proof of claim or proof of interest was
             received by Logan & Company or the Court;

         (c) the claim number assigned to the proof of claim or
             proof of interest; and

         (d) the asserted amount and classification of the claim.

     (v) implement necessary security measures to ensure the
         completeness and integrity of the claims registers;

    (vi) transmit to the Clerk's Office a copy of the claims
         registers on a weekly basis, unless requested by the
         Clerk's Office on a more or less frequent basis;

   (vii) maintain a current mailing list for all entities that
         have filed proofs of claim or proofs of interest and
         make such list available upon request to the Clerk's
         Office or any party in interest;

  (viii) provide access to the public for examination of copies
         of the proofs of claim or proofs of interest filed in
         these cases without charge during regular business
         hours;

    (ix) record all transfers of claims and provide notice of
         such transfers;

     (x) comply with applicable federal, state, municipal and
         local statutes, ordinances, rules, regulations, orders
         and other requirements;

    (xi) provide temporary employees to process claims, as
         necessary;

   (xii) promptly comply with such further conditions and
         requirements as the Clerk's Office or the Court may at
         any time prescribe; and

(xiii) provide such other claims processing, noticing and
        related administrative services as may be requested from
        time to time by the Debtors.

In addition, Logan & Company will assist the Debtors with:

   (i) the preparation of their schedules, statements of
       financial affairs and master creditor lists, if necessary,
       and any amendments; and

  (ii) if necessary, the reconciliation and resolution of claims.

Kathleen M. Logan, President of Logan & Company, Inc., in Upper
Montclair, New Jersey, confirms that:

   (i) Logan will not consider itself employed by the United
       States government and shall not seek any compensation from
       the United States government in its capacity as the
       Claims, Noticing and Balloting Agent in these chapter 11
       cases;

  (ii) by accepting employment in these chapter 11 cases. Logan
       waives any rights to receive compensation from the United
       States government;

(iii) in its capacity as the Claims, Noticing and Balloting
       Agent in these chapter 11 cases, Logan will not be an
       agent of the United States and will not act on behalf of
       the United States; and

  (iv) Logan will not employ any past and present employees of
       the Debtors in connection with its work as the Claims,
       Noticing and Balloting Agent in these chapter 11 cases.

The fees and expenses of Logan & Company incurred in the
performance of their services will be treated as an
administrative expense of the Debtors' chapter 11 estates and be
paid in the ordinary course of business.  "Logan will submit to
the United States Trustee on a monthly basis, copies of the
invoices it Debtors for services rendered," Ms. Logan states.

Ms. Logan provides the Court with Logan & Company's Fee
Schedule:

A. Set-Up Fee

     Initial Data Base Creation and Load of Creditor Data
     - One Time Charge, which varies with the size of the case

B. Monthly Data Storage

     Per Creditor on File               $  .10/record/month
     - this charge includes all
       information regarding
       creditors

C. Standard Court Notices

     Notice Production
     - Initial Set-Up (per image)       $50   /per request
     - Envelope, Fold, Stuff, Meter,
       Mail & Duplication(1st image)    $  .30/package
     - Additional Inserts
       (fold/stuff only)
        2-4 pages                       $  .32/package
        5-7 pages                       $  .35/package
        8 or more pages                 Quote as needed
     - Notice Duplication               $  .12/Image
     - Notice Duplication-Rush          $  .15/Image
     - Gumback Labels                   $  .06/Each
     - Postage                          At cost (deposit
                                              required)

D. Standard Court Reporting

     Claims Registers, Service Lists    $  .15/Page

E. Internal Reconciliation Reporting

     Claim Variance Reports, Claims
     Workbooks, Etc.                    $  .15/ Page

F. Claims Docketing

     Claims Date Stamped, Mylar Label
     Affixed and Input to Database      $55   /Hour

G. Consulting

     Kate Logan (Principal)             $250  /Hour
     Account Executive Support          $165  /Hour
     Court Depositions(if required)     $200  /Hour
     Statement & Schedule Preparation   $200  /Hour
     Programming Support                $100  /Hour
     Project Coordinator                $105  /Hour
     Data Entry                         $ 55  /Hour
     Clerical                           $ 35  /Hour

H. Other Services

     Copies                             $  .15/Page
     Newspaper & Legal Notice
     Publication                        Quoted as Required
     Fax                                $  1  /Page

I. Other Charges

     All travel, lodging, courier and other expenses incurred on
     behalf of Logan & Company for the benefit of customer are
     reimbursable at cost.

J. Deposit

     A retainer deposit is required from all clients and will be
     deducted from the final bill.

Ms. Logan asserts that neither Logan & Company nor any of their
employees have a connection with the Debtors, their creditors or
any other party in interest -- thus, they are "disinterested
persons" as defined by section 101(14) of the Bankruptcy Code.
Ms. Logan assures the Court that Logan does not hold or
represent any interest adverse Debtors' estates. (National Steel
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NATIONSRENT: Appoints Thomas Bruinooge as Non-Executive Chairman
----------------------------------------------------------------
NationsRent, Inc. (NRNT) announced that Thomas H. Bruinooge has
been appointed non-executive Chairman of the Board.
Mr. Bruinooge has served as an outside director of NationsRent
since 1998.  Mr. Bruinooge has been an attorney in private
practice since 1968, most recently with Bruinooge & Associates,
a firm he founded in 1987.  Mr. Bruinooge plans to work closely
with the board, senior management and the Company's financial
advisors to ensure that NationsRent maintains ongoing
relationships with its customers and vendors and develops a plan
of reorganization that will allow the Company to emerge from
Chapter 11 as a stronger, more competitive business.
(NationsRent Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that NationsRent Inc.'s 10.375% bonds due
2008 (NATRENT) are quoted at a price of 1. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NATRENTfor
real-time bond pricing.


NETIA HOLDINGS: Fails to Comply with Nasdaq Listing Requirements
----------------------------------------------------------------
Netia Holdings S.A. (Nasdaq: NTIAQ, WSE: NET) Poland's largest
alternative provider of fixed-line telecommunications services,
announced that it received a Nasdaq Staff Determination on March
21, 2002, indicating that (i) Netia was not in compliance with
the minimum $4,000,000 net tangible assets or the minimum
$10,000,000 stockholders equity requirement for continued
listing on The Nasdaq National Market set forth in Marketplace
Rule 4450(a)(3) and (ii) Netia had filed for arrangement
proceedings in Poland and had filed a Section 304 petition in
the U.S. Bankruptcy Court for the Southern District of New York
which is a grounds for delisting under Marketplace Rule
4330(a)(1).

As a result, the Nasdaq Staff indicated that Netia's American
Depositary Shares ("ADSs") are subject to delisting from The
Nasdaq National Market. Monday Netia requested an oral hearing
before a Nasdaq Listing Qualifications Panel to review the Staff
Determination. However, there can be no assurance that the
Listing Qualifications Panel will grant the Company's request
for continued listing. Until the Listing Qualifications Panel
reaches its decision following the oral hearing, Netia's ADSs
will remain listed and resumed trading on The Nasdaq National
Market on March 20, 2002.

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


NORTHWEST AIRLINES: Lays-Off 37 More Mechanics in Minn.-St. Paul
----------------------------------------------------------------
Northwest Airlines laid off 37 more skilled mechanics in
Minneapolis-St. Paul late last week, according to Aircraft
Mechanics Fraternal Association (AMFA) Local 33.

This raises the number of Twin Cities-based Northwest mechanics
laid off in the first months of 2002 to about 100.

On January 15, 2002, the union reported that more than 60
skilled mechanics in Minneapolis-St. Paul received layoff
notices, after Northwest transferred responsibility for
repairing its DC-10 aircraft line to a private repair station in
Singapore. At that time, union officials said another 150
skilled maintenance jobs at Northwest's Twin Cities hub were in
danger of being lost by mid-2002. In 2001, nearly 300 mechanics
in Minneapolis-St. Paul lost their jobs, according to Jim
Atkinson, legislative liaison for AMFA Local 33.

Union officials have criticized the airline for continuing to
send U.S. aircraft maintenance jobs overseas after September 11,
while accepting more than $450 million in federal relief money.
They also question whether heightened security regulations
enacted by the Federal Aviation Administration (FAA) in December
2001 are being rigorously applied to workers at the foreign
repair stations, located primarily in Singapore and the People's
Republic of China. The security concerns increased in January
2002, following news reports that militants with suspected ties
to the al Qaeda terrorist network were targeting American
businesses in Singapore.

"Although the 37 jobs cut last week aren't headed overseas, this
reduction is directly related to Northwest's policy of sending
American jobs abroad," Atkinson said. "With so many of
Northwest's heavy maintenance jobs now gone overseas, other jobs
that depend on the heavy maintenance jobs are being
systematically eliminated. That was the case with the 37 recent
job cuts."

"Northwest tries to soft-peddle job cuts by telling groups of
laid-off workers there are openings at other Northwest locations
in the U.S., but we see Northwest cutting all over the country.
Atlanta just lost another 30 jobs," he said. "This is a cynical
game of musical chairs."

DebtTraders reports that Northwest Airlines Inc.'s 8.875% bonds
due 2006 (NORTHWT1) are trading from 87 to 90. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NORTHWT1for
real-time bond pricing.


OWENS CORNING: Seeks Authority to Exercise Lease Purchase Option
----------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the Court for
permission to exercise a purchase option under an equipment
lease agreement with Pitney Bowes Credit Corporation and John
Hancock Mutual Life Insurance Company and to sell or transfer
the subleased equipment to Advanced Glassfiber Yarns LLC for a
price that would reimburse the Debtors of their purchase.

Norman L. Pernick, Esq., at Saul Ewing LLP in Wilmington,
Delaware, relates that the Debtors lease certain equipment from
Pitney Bowes and sublease approximately 40% of it to Advanced
Glassfiber.  The Debtors are authorized to purchase the
equipment, other than the subleased equipment, on or before the
expiration date of the lease -- March 31, 2002.

Mr. Pernick reminds the Court of its Order where the Debtors are
authorized to purchase the remaining equipment on the sole
condition that Advanced Glassfiber first purchase the subleased
equipment. He goes on to say that although the Debtors are
ready, willing and able to purchase its share of the equipment,
Advanced Glassfiber is either unwilling or unable to purchase
the subleased equipment because of covenants in its agreements
with lenders that prohibit it from making capital expenditures
prior to April 1, 2002.

Because the Debtors' ability to purchase the remaining equipment
is hinged solely on Advanced Glassfiber's prior purchase of the
subleased equipment, the Debtors seek authority to purchase all
of the Equipment from Pitney Bowes. Thereafter, the Debtors
would sell the subleased equipment to Advanced Glassfiber. Mr.
Pernick tells the Court that the relief is required by the
Debtors to avoid expensive and risky litigation, safeguard its
rights to the remaining equipment and protect its operations
from disruption.

At the expiration date of the final Renewal Term on March 31,
2002, Mr. Pernick states that the Purchase Option Price for the
equipment will be approximately $9,560,137. Under the terms of
the sublease, if the Debtor exercises its Purchase Option,
Advanced Glassfiber becomes obligated to purchase all of the
Debtor's right, title and interest in all, but not less than
all, of the subleased equipment at the same price and on the
same terms and conditions as the Debtor paid for such subleased
equipment.  The portion of the purchase option price that
relates to the subleased equipment will be approximately
$3,764,913.

Mr. Pernick submits that, without question, the Debtors require
the remaining equipment for its ongoing operations. The said
equipment group consists of special production equipment --
primarily, specialty equipment for a glass furnace continuous
process -- that is located in one of the Debtor's production
facilities. Replacement of the remaining equipment would be
prohibitive and time-consuming due to its unique and complex
nature and the time required for its removal and replacement.

Mr. Pernick contends that although the Debtors would have
greatly preferred to purchase only the remaining equipment
rather than all of it, Advanced Glassfiber failure or
unwillingness to timely fulfill its obligations under the
existing sublease has placed the Debtor in a difficult position.
(Owens Corning Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


OZ.COM: Terminates Preferred Development Pacts with Microcell
-------------------------------------------------------------
On February 28, 2002 OZ Communications Co. (formerly known as
OZ.COM Canada Company) and OZ.COM, OZ Communications, Inc.
entered into a series of amending agreements with Microcell Labs
Inc. and Microcell Capital II, Inc. Under the terms of the
agreements the parties have terminated all specific development
agreements between the parties, terminated Microcell's agreement
to use OZ as its preferred development resource in the field of
wireless Internet messaging services, terminated Microcell's
right to require OZ to redeem Microcell's shares of OZ common
stock, terminated Microcell's obligation to pay minimum
quarterly payments of $750,000 for development services, and
replaced a license of Ericsson's iPulse 1.5 with a license of
the OZ Instant Communications Platform. The license is
conditioned upon the purchase by Microcell Labs Inc. of annual
support and maintenance contracts from OZ, but is otherwise
royalty-free for the first three years and incremental capacity
required after the initial three-year period will be purchased
separately at competitive prices and terms. In addition, the
parties modified a shareholder agreement to change certain
participation rights of Microcell and to provide that the
obligation of certain of OZ's shareholders to vote a sufficient
number of shares to elect Microcell's designee as a director is
applicable only to the election of directors held at OZ's 2002
annual shareholders meeting. In partial consideration for OZ's
agreement to make the amendments, Microcell has surrendered to
OZ 5,299,160 shares of OZ's common stock for cancellation. The
foregoing is a summary description of the agreements.

As a result of the termination of the agreements, OZ expects to
recognize revenues from several Microcell Labs Inc. specific
development agreements, eliminate redeemable common stock with a
corresponding increase in additional paid-in capital, record a
reduction in common stock and paid-in capital, a bad debt
expense and an impairment loss on the related intangibles that
OZ recorded in connection with the acquisition of the shares of
MCE Holding Corporation in November 2000. In the quarter ended
December 31, 2001, OZ expects to record an $8.9 million non-cash
impairment loss on intangible assets as an operating expense in
connection with both the cancellation of the Microcell
agreements and the cancellation of the Ericsson development
agreements in January 2002. In the quarter ending March 31,
2002, OZ expects to recognize $4.75 million in revenue from
various specific development agreements with Microcell Labs Inc.
that is currently reflected on the balance sheet as "deferred
revenue", record a $3.1 million non-cash impairment loss on
intangible assets as an operating expense, eliminate $4.5
million of redeemable common stock and increase additional paid-
in capital by a like amount, and allocate among common stock,
paid-in capital and bad debt expense $750,000 that was due in
November 2001 from Microcell Labs Inc. under the general co-
operation and development agreement, but which was forgiven in
connection with the return of 5,299,160 common shares of OZ as
part of the amendments.

Microcell has made significant cash payments to OZ since
November 2000. Consequently, termination of the agreements with
Microcell will result in the loss of a significant source of
OZ's operating cash. If OZ is unable to secure additional
sources of revenue, the termination of the agreements between OZ
and Microcell would have a material, adverse affect on OZ's
business and results of operations. OZ believes that its current
cash, cash equivalents and short-term investments, will be
sufficient to meet its anticipated cash needs for working
capital and capital expenditures for at least the next eight
months. While OZ intends to seek additional financing, there can
be no assurance that it will be successful.

Founded in 1995 in Iceland -- home of co-founders CEO Sk£li
Mogensen and "chief visionary" Gudj˘n Mr Gudj˘nsson, who
together own 60% of the company -- OZ.COM develops technologies
that merge the Internet and wireless communication. In 2000 the
company launched its mPresence hosted software, which enables
wireless service providers to offer mobile Internet services.
mPresence is based on OZ.COM's iPulse platform, a routing
application for bridging Internet and telecom protocols that was
co-developed with partner and investor Ericsson, which owns 23%
of the company and accounts for 94% of its sales. Subsidiary
SmartVR offers Web-based visual communications software. At June
30, 2001, the company's total current liabilities exceeded its
total current assets by about $2 million.


PACIFIC GAS: Resolves Class 5 Claimants' Plan Objections
--------------------------------------------------------
The Senior Debtholders are a group of creditors holding
approximately $2 billion in General Unsecured Claims against
Pacific Gas and Electric Company, each of which is classified as
a Class 5 Claim under the Plan. Soon after the filing of the
Plan, the Senior Debtholders raised strong objection to the
treatment of their Claims in the Plan. In particular, the Senior
Debtholders objected to the appropriate rate of interest earned
on their Claims, raised concerns regarding whether the Long-Term
Notes to be issued to creditors under the Plan would have a
market value of par and took the position that they were
entitled to exercise certain subordination rights against the
holders of QUIDS Claims because they were not assured of payment
in full.

After months of extensive and arduous negotiations, the Senior
Debtholders and the Plan Proponents reached a compromise
regarding the treatment of Senior Indebtedness.

This compromise and settlement was memorialized initially in a
stipulation and term sheet filed with the Court in January,
2002.

The parties subsequently memorialized the compromise in the
Settlement Agreement for which the Debtor seeks approval in this
motion pursuant to Sections 105(a) and 363(b) of the Bankruptcy
Code and Rule 9019 of the Bankruptcy Rules.

                       Current Provisions

The Settlement Agreement, the be incorporated into the Plan,
currently proposes to pay each holder of an Allowed Class 5
Claim:

(a) Pre-Petition Interest and Post-Petition Interest accrued and
     unpaid up to the Effective Date,

(b) Cash equal to 60% of the remaining Allowed Claim after the
     payment of Pre-Petition Interest,

(c) Long-Term Notes equal to 40% of the remaining Allowed Claim,

(d) a pro rata share of a $40 million placement fee (equal to
     approximately 1.5% of the Long Term Notes to be issued under
     the Plan) to be divided among the holders of Allowed Claims
     in certain Classes.

The Plan further states that, unless otherwise provided in the
Plan, Post-Petition Interest on Allowed Claims entitled to such
interest under the Plan will be calculated and paid at the
lowest nondefault rate and in accordance with the terms
specified in the applicable indenture or instrument governing
the Allowed Claims, or if no instrument exists or if the
applicable instrument does not specify a non-default rate of
interest, at the Federal Judgment Rate in existence as of the
Petition Date.

                     The Settlement Agreement

Under the Settlement Agreement, the principal amount of the
Class 5 Claims held by the Senior Debtholders will be fixed at
the full face amount of the underlying financial instruments
that they hold. The Settlement Agreement provides that the
amount of each Senior Debtholder's Allowed Claim will be stated
on Schedule A-1 to the Settlement Agreement, and will be treated
as confidential, with certain exceptions. The Schedule will be
prepared no later than three days prior to the hearing on the
Motion for approval of the Settlement Agreement. Debtor will
separately bring a motion seeking to file Schedule A-1 under
seal.

The Plan Proponents have agreed to amend the Plan, upon the
effectiveness of the Settlement Agreement, to provide that the
interest rate for Class 5 Claims will be the interest rate
applicable to such Claims on the Petition Date, as reported at
prior entry at [00243] and reprinted below:

Type of Claim    New Agreed Interest Rate    Old Interest Rate
-------------    ------------------------    -----------------
Commercial       7.466% per annum fixed      3-month floating
Paper Claims                                 LIBOR

Floating Rate    7.583% per annum fixed      Floating LIBOR
Notes            (calculated based on        plus 2.05%
                   actual days/360 days,
                   implied yield of 7.690%)

Senior Notes     9.625%                      9.625%
                                               (starting 5/1/01)
                                               7.375%
                                               (through 4/30/01)

Medium Term      5.810% to 8.450% (or        Same
                   higher) as stated in the
                   relevant documents
                   governing the issuance
                   of the applicable Medium
                   Term Notes including the
                   prospectus and pricing
                   supplement relating
                   thereto

Revolving Line   8.00% per annum fixed       Floating Prime rate
of Credit Claim

In addition, the Plan Proponents have agreed to make the
following amendments to the Plan:

a. Step-up Interest Rates.

    The base interest rates earned on Senior Indebtedness will
    increase on a going-forward basis if the Plan does not become
    effective by certain dates, as follows:

    (1) 37.5 basis points on February 15, 2003;

    (2) an additional 37.5 basis points on September 15, 2003;
        and

    (3) an additional 37.5 basis points on March 15, 2004.

    The Debtor is not required to accrue or pay any increased
    interest rates for any interest accruing prior to February
    15, 2003.

b. Placement Fee.

    The placement fee to be distributed on a pro rata basis on
    the Effective Date to holders of Allowed Claims in Class 5
    and the holders of Allowed Claims in certain other Classes
    (as and to the extent provided in the Plan) will be increased
    to 2.5% of the aggregate amount of Long-Term Notes issued
    pursuant to the Plan and increased further by an additional
    50 basis points with respect to any Long-Term Notes issued by
    ETrans and GTrans with a maturity of greater than ten years.

c. Effective Date Payments.

    Each holder of an Allowed Class 5 Claim will receive on the
    Effective Date of the Plan the following distributions:

    (1) a Cash payment equal to 60% of its remaining Allowed
        Class 5 Claim (after deducting any payments made to such
        holder prior to the Effective Date);

    (2) a pro rata share of certain Excess Cash, if any, to be
        distributed to holders of Allowed Claims in Class 5 and
        holders of Allowed Claims in such other Classes, as and
        to the extent the payment of Excess Cash to such Classes
        is provided for in the Plan; and

    (3) Long-Term Notes equal to the balance of such Allowed
        Class 5 Claim after deducting the Cash payments made
        pursuant to clauses (1) and (2).

d.  Long-Term Notes.

    At least 50% of the Long-Term Notes issued by ETrans and
    GTrans will have a maturity of ten years. The interest rates
    on the Long-Term Notes and the New Money Notes issued by Gen,
    ETrans and GTrans will increase in an amount equal to the
    increase in the Option Adjusted Spread, quoted in the Lehman
    Brothers Electrical Utility Corporate Bond Index, over a
    defined period of time and subject to a maximum increase of
    25 basis points.

Additional material terms of the Settlement Agreement are:

1.  Payment of Interest and Fees and Expenses.

   The Debtor has agreed, subject to the approval of the
   Bankruptcy Court, to make an initial payment to the Senior
   Debtholders of accrued and unpaid Pre-Petition Interest and
   Post-Petition Interest through the last day of the calendar
   month immediately preceding the date on which the Settlement
   Agreement is approved, in arrears, no later than ten days
   after all conditions to effectiveness of the Settlement
   Agreement have been satisfied; and payments of Post-Petition
   Interest thereafter in quarterly installments, with the last
   such payment to occur on the Effective Date. Such interest
   payments are subject to recharacterization as a partial
   payment of principal in the unlikely event that the Debtor is
   determined by a final non-appealable order of the Bankruptcy
   Court to be insolvent on a balance sheet basis or the Chapter
   11 Case is converted to a case under chapter 7. The Debtor
   also has agreed to pay certain reasonable fees and expenses of
   the Senior Debtholders.

2.  Senior Debtholders' Plan Support.

   Subject to the incorporation of the Settlement Agreement into
   the Plan and Disclosure Statement, the Senior Debtholders have
   agreed fully support confirmation of the Plan, to vote in
   acceptance of the Plan, and not consent to, vote for, or
   otherwise support or encourage any plan of reorganization
   other than the Plan. Any additional Class 5 Claims acquired by
   the Senior Debtholders will be subject to the Settlement
   Agreement.

3.  Termination Events.

   The obligations of the Senior Debtholders may only be
   terminated upon the occurrence of: (a) a material breach of
   the Settlement Agreement by the Plan Proponents, (b) a re-
   characterization of Post-Petition Interest payments as partial
   payments of principal, (c) the failure of the Debtor to make
   timely interest payments, (d) a determination by the
   Bankruptcy Court that the Debtor is insolvent, (e) the failure
   of the Plan to become effective on or before June 1, 2003, (f)
   the voluntary withdrawal of the Plan by the Plan Proponents,
   or (g) the entry of an order by the Bankruptcy Court finding
   that the Plan is not confirmable.

   The obligations of the Plan Proponents may only be terminated
   upon the occurrence of (a) a determination by the Bankruptcy
   Court that the Debtor is insolvent, (b) the rejection of the
   Plan by holders of Allowed Class 5 Claims, (c) as to an
   individual Senior Debtholder, a breach by such Senior
   Debtholder of its obligation to support the Plan, and (d) as
   to all Senior Debtholders, if breaches by certain Senior
   Debtholders results in the remaining non-breaching holders of
   Allowed Class 5 Claims constituting less than the Required
   Holders.

4.  Survival of Certain Obligations.

   The Debtor is required to accrue interest at the rates set
   forth in the Settlement Agreement unless (i) an event occurs
   giving rise to the re-characterization of Post-Petition
   Interest payments as partial payments of principal; (ii) a
   Senior Debtholder breaches its support obligations prior to a
   Creditor Termination Event (in which case the Debtor may cease
   accruing interest at the agreed rates only with respect to the
   breaching Senior Debtholder), or (iii) as a result of breaches
   of support obligations, the Required Holders constitute less
   than $3 billion in Allowed Claims that currently are Class 5
   Claims (in which case the Debtor may cease accruing interest
   at the agreed rates for all Senior Debtholders), (iv) any
   other Plan Proponent Termination Event occurs, or (v) as to
   any Senior Debtholder, if such Senior Debtholder does not
   support a subsequent plan of reorganization filed by the Plan
   Proponents.

5.  Nomination of Underwriters.

   Subject to the right of the Debtor to exclude any underwriter
   that refuses to enter into an appropriate underwriting
   agreement, the Senior Debtholders, in consultation with the
   Committee, have the right to nominate 5 underwriters to
   participate in the marketing of the New Money Notes that
   correspond by issuer and maturity date or pnncipal payment
   dates with the Long-Term Notes.

The Settlement Agreement will become effective only if (a) the
Disclosure Statement is approved by the Court, (b) the
Settlement Agreement is approved by the Court and (c) holders of
Class 5 Claims, including each Senior Debtholder, holding at
least $3 billion in the aggregate in Allowed Class 5 Claims have
entered into the Settlement Agreement or substantially similar
agreements.

The Debtor submits that it has weighed carefully the benefits
afforded to the estate by the settlement against the expense,
risks and delays attendant to litigation over the interest rate
and QUIDS Claim subordination issues and, in the exercise of its
business judgment, has concluded that the settlement terms are
fair and reasonable and are in the best interests of the estate.

The Debtor further submits that the compromise memorialized in
the Settlement Agreement is the product of months of extensive
and difficult negotiations among the parties. The Debtor
believes that the Settlement Agreement now provides the
framework for additional settlements with other creditors.

Accordingly, the Debtor urges the Court to approve the
settlements embodied in the Settlement Agreement and grant the
related relief. (Pacific Gas Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Cashing-Out Convenience, Lien & Reclamation Claims
---------------------------------------------------------------
Pacific Gas and Electric Company received approval from the U.S.
Bankruptcy Court to pay certain valid pre-petition claims,
including claims for amounts of $5,000 or less (or claims
voluntarily reduced by the claimant to $5,000), mechanics' lien
claims and reclamation claims.  These payments will be made on
or before July 31, 2002.

In PG&E's bankruptcy case, more than 13,000 proofs of claims
have been filed.  The utility estimates over 4,000, or almost
one-third of the claims, are for $5,000 or less.  Many of the
creditors in this category are individuals or small businesses.
Claims filed for amounts under $5,000 total approximately $6.7
million.

There are approximately 50 mechanics' lien claims filed against
PG&E, totaling approximately $10.2 million.  A mechanics' lien
claim is a claim secured by a statutory lien against real
property on which the claimant has provided labor, services,
equipment or materials.

About 50 reclamation claims have been filed for a total of
approximately $5.5 million.  These claims are for the value of
goods delivered to the utility immediately prior to or shortly
after the filing of the Chapter 11 petition on April 6, 2001.

PG&E estimates it will pay no more than $22.4 million to pay in
full all valid claims in these three groups.

By paying these claims, PG&E reduces its ongoing liability for
post- petition interest related to these claims.   In addition,
this effort will streamline the claims resolution process and
allow the utility to focus its resources on the remaining
larger, more complex claims.

All undisputed claims of $5,000 or less, mechanics' lien claims
and reclamation claims will be paid on or before July 31, 2002,
with interest accrued at the Federal Judgment Rate in effect as
of the date of PG&E's bankruptcy petition, on the allowed amount
of the claim from April 6, 2001 through June 30, 2002.

For disputed claims, upon resolution of the claim by either a
Court order or settlement, PG&E will pay the allowed amount of
those claims plus interest accrued at the Federal Judgment Rate
from April 6, 2001, through the date of the payment.


PANTHER TELECOMMS: Shareholders Register 3.3 Million Shares
-----------------------------------------------------------
Panther Telecommunications Corporation has filed a prospectus
with the SEC relating to the re-offer and resale by certain
selling stockholders of 3,350,000 shares of common stock, $0.001
par value per share of Panther Telecommunications Corporation, a
Florida corporation. The selling stockholders have advised
Panther that they propose to offer such shares, from time to
time, through brokers in brokerage transactions with members of
the National Association of Securities Dealers in the Over-the-
Counter Market, to underwriters or dealers in negotiated
transactions or in a combination of such methods of sale, at
fixed prices which may be changed, at market prices prevailing
at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. Panther will not receive any
part of the proceeds from the sale of the shares by the selling
stockholders.

Prior to this offering, no public market has existed for
Panther's shares of common stock, and a public market may not
develop, or, if any market does develop, it may not be
sustained. The Company may not now or ever qualify for listing
of its common stock on the OTC Bulletin Board.

Panther Telecommunications Corporation began active operations
in September 2000.  Effective May 31, 2001, New Century Capital
& Consulting  Corp., a public held "shell" corporation acquired
Panther Com Enterprises Inc.  Concurrent with the acquisition,
New Century, the legally surviving parent company, changed its
name to Panther Telecommunications Corporation.  For accounting
purposes, the acquisition has been treated as a reverse
acquisition with Panther Com as the accounting acquirer.
Accordingly, the Company's consolidated financial information
includes the accounts of Panther Telecommunications Corporation
and its wholly-owned subsidiary Panther Com except for the
result of operations and cash flows prior to May 31, 2001, which
are those of Panther Com. In its initial year ended August 31,
2001, the Company had a net loss of $161,087.

As of August 31, 2001, Panther Telecommunications had current
assets of approximately  $345,000, current liabilities of
approximately $459,000 and net working capital deficiency of
approximately $114,000.

The independent auditors' report on the Company's audited
financial statements as of and for its initial year ended August
31, 2001 included an explanatory paragraph stating that its
deficiencies in working capital and stockholders' equity raise
substantial doubt about its ability to continue as a going
concern.  The Company has retained the services of Venture Fund
Management LLC of Palm Beach, Florida to act as a nonexclusive
placement agent to assist it in securing debt or and/or equity
financing to provide it with liquidity to meet its current and
future needs. Venture Fund Management LLC is entitled to a
finder's fee of up to 10% of funding. There can be no assurance
that the Company will be able to obtain such financing on
reasonably commercial terms, or otherwise, or that it will be
able to otherwise satisfy its short-term needs from other
sources in the future.


PILLOWTEX CORP: Taps Russell Reynolds as CEO Search Consultant
--------------------------------------------------------------
Pillowtex Corporation, and its debtor-affiliates seek the
Court's authority to retain and employ Russell Reynolds
Associates as their search consultant, nunc pro tunc to January
25, 2002, to assist them in hiring a Chief Executive Officer.
Russell Reynolds will also assist the Debtors in identifying
candidates for director positions on the Board of Directors of
the Reorganized Debtors.

Donna L. Harris, Esq., at Morris, Nichols, Arsht & Tunnell, in
Wilmington, Delaware, relates that the Debtors are now in the
position to emerge from bankruptcy.  The Debtors believe that
their search for a new Chief Executive Officer should be
renewed.

Ms. Harris explains that the Debtors require a respected and
qualified executive search consultant to assist in recruiting
for a Chief Executive Officer and director candidates.  Russell
Reynolds is one of the world's leading providers of executive
recruiting services, with more than 275 recruiting professionals
working in 32 offices throughout the world.  "Russell Reynolds's
professionals provide expertise in more than 40 industry,
functional and geographical specialties," Ms. Harris adds.  On
average, Russell Reynolds annually conducts more than 2,500
recruiting assignments worldwide, at levels ranging from chief
executive and outside directors to senior managers in all
management functions.  "As a result, Russell Reynolds is
familiar with both the Debtors' industry and the appropriate
qualifications for the Debtors' Chief Executive Officer and
director positions," Ms. Harris states.

Russell Reynolds will be compensated for their services for:

   (i) the Chief Executive Officer search, a fee to be determined
       by the Board and the Secured Lenders participating in the
       selection process that is no less than $300,000 nor more
       than $500,000; and

  (ii) the director candidates search, a fee of $75,000 for the
       first director candidate recruited and $50,000 for each
       subsequent director candidate recruited.

Bobbie Lenga, a partner in Russell Reynolds Associates, reports
that with respect to certain potential director candidates that
the Debtors or certain of the Secured Lenders have already
identified, Russell Reynolds will:

   (i) solicit these individuals;

  (ii) provide the Debtors and Secured Lenders with a brief of
       the credentials and background for each of these potential
       candidates; and

(iii) do selected confidential referencing on them where
       appropriate for a flat fee of $7,500 each and
       reimbursement of expenses.

Mr. Lenga further relates that with respect to expenses for the
Chief Executive Officer and director searches, the Debtors will
reimburse Russell Reynolds for normal out-of-pocket recruiting-
related expenses such as travel and meals.  The Debtors will pay
a fixed amount for telephone, facsimile, messenger, duplication
and other communications costs of $5,400 for the Chief Executive
Officer search, $5,400 for the first director candidate search
and $2,700 for each additional director search.

In addition, Mr. Lenga states that for the Chief Executive
Officer search, the Debtors are to pay Russell Reynolds a
$300,000 retainer, all of which will be invoiced once the Court
enters an order authorizing Russell Reynolds's retention.  "For
the director candidate search, $75,000 would be billed in three
equal monthly installments beginning at the initiation of the
project," Mr. Lenga adds.

Furthermore, Mr. Lenga explains that the Chief Executive Officer
search fee is not contingent on the retention of a Chief
Executive Officer.  If a Chief Executive Officer is retained and
for any non-job related reason, the Chief Executive Officer
resigns within one year, Russell Reynolds would reconduct a
search for out-of-pocket expenses only.  "If the resignation is
due to a material change in responsibilities however, Russell
Reynolds will charge a new fee to perform the search for a
replacement," Mr. Lenga says.

Mr. Lenga assures the Court that neither Russell Reynolds nor
any professional staff member of the firm is related to the
Debtors, their creditors, the U.S. Trustee or any other party in
interest in these cases.  From time to time, Russell Reynolds
have provided services and will likely to provide services to
certain creditors of the Debtors and various parties adverse to
the Debtors in matters unrelated to these chapter 11 cases.

Mr. Lenga asserts that Russell Reynolds does not hold any
interest adverse to the Debtors, their estates or any other
parties in interest.  Therefore, Russell Reynolds is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code. (Pillowtex Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PINNACLE HOLDINGS: S&P Cuts Rating to D Following Missed Payment
----------------------------------------------------------------
On March 21, 2002, Standard & Poor's lowered its corporate
credit rating on tower operator Pinnacle Holdings Inc. to 'D'
following the company's recent announcement that it had missed
the payment of interest on its 5.5% convertible subordinated
notes due March 15, 2002.

Pinnacle has indicated that because of its forbearance agreement
with its bank lenders, which expires April 12, 2002, it was not
able to make its interest payment on the subordinated notes. The
senior unsecured debt rating on the company and the secured bank
loan rating on its subsidiary, Pinnacle Towers Inc., remain on
CreditWatch with negative implications, where they were placed
February 7, 2001. If the company declares bankruptcy, misses its
interest payment on these debt instruments, or restructures its
debt obligations through a distressed exchange, the ratings of
the affected debt will be lowered to 'D'.

DebtTraders reports that Pinnacle Holdings Inc.'s 10% bonds due
2008 (BIGT1) are quoted at a price of 26. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BIGT1fore
real-time bond pricing.


PSINET INC: Gets Okay to Sell GA Property to Coca-Cola for $17MM
----------------------------------------------------------------
At the hearing on March 13, 2002, Judge Gerber okayed the
transaction to sell its property in Georgia to Coca-Cola as
proposed by PSINet, Inc., and debtor-affiliates, specifying that
all objections and responses, to the extent they are not
otherwise withdrawn, waived or settled, are overruled and
denied.

The Debtors discovered that the Purchase incorrectly
characterized the Atlanta Hosting Center as being located in
Fulton County, Georgia.  Actually, it is located in DeKalb
County, Georgia. DeKalb and Fulton Counties are adjacent to each
other and both are within the Atlanta, Georgia metropolitan
area.

Accordingly, the Debtors and the Buyer intend to amend the
Purchase Agreement to reflect that the Atlanta Hosting Center is
located in DeKalb County.

The assets in the transaction include a Cisco GSR 12000 series
router with supporting cards which was acquired by PSINet
pursuant to a Master Lease and various Equipment Schedules.
Cisco and Coca-Cola agree that the fair market value of the
equipment will be allocated to the Cisco equipment from the
overall purchase price is $97,500.

The real property located at 40 Perimeter Center East in
Atlanta, Georgia, is sold to Coca-Cola Enterprises Inc. for
$17,000,000.

The Property consists of a building of approximately 88,105
square feet of rentable space improved with raised flooring,
suppplemental HVAC and redundant fiber network and power to make
it suitable for use as a hosting center, together with
approximately 12.759 acres of land, located at 40 Perimeter
Center East in Fulton County, Georgia. (PSINet Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SATX INC: Files for Protection Under U.S. Bankruptcy Code
---------------------------------------------------------
SATX, Inc. (OTCBB: SATX) announced that it filed a Petition for
Relief under the United States Bankruptcy Code on Friday,
March 22, 2002.

                          *    *    *

SATX, Inc., was originally incorporated in June 1972 as Growth,
Inc., a Utah corporation, engaged in the business of corporate
development. The Company later changed its name to Westland
Resources, Inc. and began functioning as a shell corporation
looking for acquisitions. Westland subsequently reincorporated
in Nevada, in September 1995, as PageStar, Inc. via a reverse
merger. In September 1996, PageStar acquired Satellite Control
Technologies, Inc., a privately held Delaware corporation, and
its wholly owned subsidiary, J.F.A. Tech, Inc., a California
corporation. As a part of this acquisition, JFA assigned to
PageStar all of its proprietary technology rights and patents
(including, at the time, a pending patent, now issued). As a
result of these acquisitions, the Company presently owns two
patents related to switching electrical devices remotely via
pager signals, and communicating the result back to the source
of the original action/signal. These patented devices underlie
the Company's AlphaTrak System, a GPS (Global Positioning
Satellite) tracking, locating and control device that can be
used to track and control automobiles, railcars and other
transportation vehicles and that can ultimately be used for
fleet management. In April 1997, PageStar changed its name to
Satellite Control Technologies, Inc.

The Company was engaged in the research and development of its
tracking systems until May 1998, at which time it ceased
operations due to lack of funds. At such time, the Company's
only assets consisted of the two patents relating to its
tracking systems. The Company was re-activated in May 1999 with
the acquisition of DebitFone International, Inc., a Florida
corporation, engaged in the prepaid cellular phone industry.
From its incorporation in October 1996 until May 1999, DebitFone
was a privately held research and development company with no
revenues. As a result of the acquisition, DebitFone is now a
wholly-owned subsidiary of the Company.

In May 1999, the Company changed its name to SATX, Inc. In
addition to the continuation of DebitFone's prepaid cellular
operations, new management made the decision to re-pursue
products and markets related to the Company's patents. From May
1999 until February 2001, the Company concentrated its efforts
on the continued development of the GPS-based tracking, locating
and control systems and the DebitFone prepaid software
management system. In March 2001, the Company decided to stop
the development of the DebitFone prepaid software management
system due to lack of sales and the costs to continue the
program.

The GPS-based tracking, locating and control prototypes and Beta
units have been completed and installed for over four (4) months
at the time of writing this 10-QSB. In addition to the GPS-based
tracking, locating and control systems, the Company began to
pursue the Inmate Telecommunications industry and subsequently
in September 2001 acquired Total Telephone Concepts, Inc., a
Texas corporation.

At September 30, 2001, the company reported a total
shareholders' equity deficit of $1.3 million.


S.C. JOHNSON COMM'L: Fitch Rates Proposed $500MM Sr. Notes at B+
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB' to S.C. Johnson
Commercial Markets, Inc.'s (JohnsonDiversey) new $1.2 billion
senior secured credit facility ($300 million revolver and $900
million in term loans), and a rating of 'B+' to the $500 million
in new JohnsonDiversey senior subordinated notes. The Rating
Outlook is Stable.

S.C. Johnson Commercial Markets, Inc. acquisition of Unilever's
$1.6 billion DiverseyLever business unit will create the second
largest Institutional and Industrial cleaning company in the
world. The new company is being called JohnsonDiversey. Unilever
will retain a 33% equity stake in the new entity and will also
receive a payment-in-kind seller note with an approximate value
of $252 million. The total purchase price will be approximately
$1.6 billion, or 8.4 times 2001 adjusted EBITDA.

The Institutional and Industrial (I&I) cleaning market is
characterized by relatively stable sales and operating income
margins for the largest market participants. The overall I&I
cleaning market is mixed between direct sales and distribution
sales. JohnsonDiversey will have an even mix of direct sales to
distribution sales.

The ratings reflect the cyclical stability of JohnsonDiversey's
predecessor company earnings, diversification across I&I
cleaning market segments, diversification geographically, and
the likelihood that the newly formed company will be able to
improve its cost structure to the point that free cash flow
improves strongly in two to three years. Rating concerns
surround the significant use of debt in the capital structure,
merger execution risk and the potential impact on the goal to
realize $150 million in mainly cost-related synergies over the
next two to three years. The ratings reflect the expectation
that a portion of the synergies are quite likely to be realized,
but that the full $150 million in incremental EBITDA benefit is
subject not only to execution risk, but to challenges imposed by
the current JohnsonDiversey sales mix.

Fitch has assigned an equity credit to the PIK seller note of
39% based on the six year deferral of cash interest and limits
on leverage required for cash interest to accrue. Including 61%
of PIK debt in total debt/EBITDA, JohnsonDiversey 2002 leverage
should be approximately 4.8x. Without PIK debt, leverage should
be approximately 4.3x.

In 2002 free cash flow before asset sales for bank debt
principal payments of $56.5 million could be tight as a result
of heavy capital spending related to a new ERP system that will
elevate capital spending to $160 million in 2002 and $145
million in 2003. JohnsonDiversey has identified cash conserving
contingencies to improve liquidity and has identified asset
sales to accelerate debt reduction. Apart from contingency
actions and asset sales, the modestly drawn $300 million
revolver should provide a significant amount of short-term
liquidity. In 2003 and beyond, free cash flow is expected to
improve significantly as synergies are realized and capital
spending returns to levels closer to $100 million. If no
synergies are realized in 2003, debt reduction could stall
because of the accrual of PIK interest.

The acquisition of Unilever's DiverseyLever business will
transform SC Johnson Commercial Markets Inc. into a truly global
player in the Institutional and Industrial cleaning market and
allow the new company, JohnsonDiversey, to benefit from a more
balanced geographic and product category sales mix. Pro forma
2001 sales are approximately $2.6 billion.


SAFETY-KLEEN: Proposed Clean Harbors' Break-Up Fee Drawing Fire
---------------------------------------------------------------
As purported compensation for serving as a "stalking horse," the
Sale Agreement between Safety-Kleen Corp., and its debtor-
affiliates and Clean Harbors affords Clean Harbors a
"Termination Fee" in the event SK Services sells all or a
material portion of the Blue Business to an entity other than
Clean Harbors, which will be paid by SK Services upon the
consummation of the alternative transaction, consisting of:

        (a) $3.5 million, if the termination occurs prior to
Clean Harbors obtaining the Refinancing Commitment (as defined
in the Sale Agreement) and the Financial Assurance Commitment
(as defined in the Sale Agreement); and

        (b) $7 million, if the termination occurs after Clean
Harbors obtains the Refinancing Commitment and the Financial
Assurance Commitment.

Indeed, Donna L. Harris of the Wilmington firm of Morris
Nichols, representing the Official Committee of Unsecured
Creditors says, neither the Termination Fee nor the Expense
Reimbursement is necessary to preserve the value of the Debtors'
estates. Instead they adversely affect the estates by affording
Clean Harbors the ability to walk away from the transaction with
a windfall, even before it completes due diligence or obtains a
financial commitment, and by discouraging competitive bidding.
There is neither a reasonable nor material relationship between
(a) the Termination Fee and the Expense Reimbursement and (b)
the value these payments confer on the estates.

Clean Harbors has not obtained committed financing that would
enable it to consummate the purchase of the Blue Business.
Nevertheless, SK Services seeks authority pay Clean Harbors a
$3.5 million Termination Fee if SK Services sells all or a
material portion of the Blue Business to another entity before
Clean Harbors has obtained both the Refinancing Commitment and
the Financial Assurance Commitment, i.e., before Clean Harbors
itself may be ready, willing, and able to close.

Alternatively, Clean Harbors may receive the Expense
Reimbursement of up to $1.5 million if Clean Harbors terminates
prior to the completion of its due diligence review because it
is not satisfied with what that inspection reveals. This
guarantees Clean Harbors the costs of its due diligence review,
irrespective of the result of the transaction, and provides
Clean Harbors with the ability to unilaterally terminate the
transaction without penalty (and with compensation), even in the
absence of a breach by SK Systems.

Moreover, Clean Harbors may be entitled to the Expense
Reimbursement of up to $3.5 million before it obtains the
Refinancing Commitment and the Financial Assurance Commitment,
that is, before it may have the means to close the transaction.

Both the Termination Fee and the Expense Reimbursement
impermissibly provide Clean Harbors with a potential windfall,
at the expense of the Debtors' estates, in return for submitting
what essentially amounts to a non-binding indication of interest
-- albeit in the form of an intricate agreement.

Above all, if Clean Harbors terminates the Sale Agreement,
especially prior to obtaining the Refinancing Commitment and the
Financial Assurance Commitment -- when it technically has not
offered anything more than a non-binding expression of interest
-- it should be entitled to nothing.

            Both Termination Fee And Expense Reimbursement
               Serve to Hamper, Not Encourage Bidding

Putting aside the questionable triggers for payment of the
Termination Fee and the Expense Reimbursement, the size of these
fees far exceed what typically is permitted, i.e., approximately
3% of the cash purchase price.  The Committee submits initially
that paying the Termination Fee of $3.5 million prior to Clean
Harbors obtaining any financial commitment is not consistent
with current market practices. Moreover, the maximum Termination
Fee is $7 million, which is nearly 15.1% of the cash portion of
the purchase price. The maximum Expense Reimbursement, $5.25
million, is 11.6% of the cash portion of the purchase price.

Presumably, these large fees will need to be added into the
purchase price paid by the alternative purchaser should the
transaction with Clean Harbors fall through. The size of these
fees surely would discourage competitive bids for the Blue
Business. Indeed, the Committee has been contacted by at least
one interested purchaser who stated the Termination Fee might
preclude it from submitting a bid for the Blue Business. While
in certain circumstances, bidding procedures with break-up fees
may actually encourage competitive bidding, when the fees exceed
reasonable levels, as they do here, they serve to chill bidding
because they inhibit the ability of the Debtors to attract other
buyers. Accordingly, these fees cannot constitute necessary
expenses of the estate.

                      Waste Management Balks at
                      Excessive Termination Fee

In addition to its lack of any binding, commitment to buy the
CSD assets, Clean Harbors has negotiated for itself it a hefty
termination fee.  If the assets are sold to one or more parties
other than Clean Harbors in a transaction described as an
"Alternative Transaction," the Debtors must pay Clean Harbors a
termination fee of either $3.5 million (if Clean Harbors has not
yet received a refinancing commitment and a financial assurance
commitment), or $7 million (if it has).

The purchase price is $311,270,000; however, all but $46,270,000
of that consists of Clean Harbors' assumption of liabilities.
As an aside, Ms. Loftin points out that the Debtors will receive
even less than the cash payment of $46.27 million because the
Debtors must pay 50% of all prepetition cure costs up to $2
million relating to the assumption and assignment of executory
contracts and unexpired leases, and 25% of the next $2 million
of cure costs.  No estimate of potential cure costs was included
in the Motion.  However, this provision makes the Debtors liable
for $1.5 million of the first $4 million in cure costs.

Thus, the termination fee represents either 7.5% (if the fee is
$3.5 million) or 15% (if the fee is $7 million) of the cash to
be paid by Clean Harbors to the Debtors. This amount is greatly
in excess of the termination fee typically approved by courts to
be paid to "stalking horse" buyers and is not reasonable in
proportion to the consideration to be received.

A breakup fee may discourage an auction process and preclude
further bidding when the fee is so large as to make competitive
bids too expensive.  Thus, when the fee is so large that it
chills the bidding process, courts have held that it will not be
protected by the business judgment rule.  The proposed break-up
fee in this case is not necessary to preserve the value of the
Debtors' estates.  The termination fee proposed to be paid to
Clean Harbors serves no permissible purpose, but will instead
only serve to chill the bidding process. Thus, this fee should
not be approved.

As an alternative to the termination fee, if the Agreement is
terminated and Clean Harbors is not in default of any provision
of the Agreement, Clean Harbors is entitled to reimbursement of
its reasonable, documented, out-of-pocket expenses and costs in
an amount ranging from $1.5 million to $5.25 million.  For
example, if Clean Harbors terminates the agreement because it is
not satisfied with its due diligence review, the Debtors will be
liable for up to $1.5 million in expense reimbursement. Clearly,
it would be better for the Debtors and their creditors to let
Clean Harbors (and other interested bidders) get further along
in the due diligence process before the Debtors have committed
themselves to any large fees. The Bidding Procedures in their
present form benefit only Clean Harbors to the detriment of the
Debtors' creditors. (Safety-Kleen Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SALIENT 3 COMMS: Posts Year-End Net Asset Value for Liquidation
---------------------------------------------------------------
Salient 3 Communications, Inc., (OTC Bulletin Board: STCIA)
announced that as of the end of its fiscal year and fourth
quarter, ended December 28, 2001, its estimated net assets in
liquidation per outstanding share were $1.45.  After giving
effect to the liquidating distribution of $2.00 per share paid
on December 14, 2001, the estimate has increased by $0.03 from
the estimated net assets in liquidation of $3.42 as of September
28, 2001, reported in the Company's third quarter Form 10-Q as
filed with the Securities and Exchange Commission.

The Company cautioned that under liquidation basis accounting,
all values of realizable assets and settlement amounts of
liabilities are estimates, subject to continual reassessment
based on changing circumstances.  Therefore, it is not presently
determinable whether the amounts realizable from the remaining
assets or the amounts due in settlement of obligations will
differ materially from the amounts shown on the statement of net
assets in liquidation as of December 28, 2001.

The Company expects to make further distributions as specific
events provide available cash at a level where the Board of
Directors can properly authorize a distribution, consistent with
its obligations under Delaware rules and regulations governing
companies in liquidation.

In accordance with recently implemented SEC Regulation FD (Fair
Disclosure), Salient 3 will not respond to individual investor
inquiries regarding the timing, process or ultimate outcome of
its liquidation process. The Company will, however, issue
announcements whenever material events occur in its liquidation
process that could have a potential impact on its net assets in
liquidation.

Formerly known as Gilbert Associates, Salient 3 Communications
dumped all non-communications units (such as real estate) to
furnish equipment and services for network operators.
Unsuccessful in its new strategy, Salient 3 is gradually
liquidating. The company has sold all of its three main
subsidiaries: Hubbell acquired industrial communications systems
supplier GAI-Tronics; Agilent Technologies bought SAFCO
Technologies, a provider of engineering services, measurement
and analysis tools, and wireless network planning software; and
XEL Communications, which designs network products, was sold to
a company owned by XEL's president.


SHEFFIELD STEEL: Says Weak Market Demand May Dampen Q1 Results
--------------------------------------------------------------
As previously reported on December 7, 2001, Sheffield Steel
Corporation and its subsidiaries filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy
Code. The Company has been engaged in providing substantial data
and support to its reorganization efforts, including negotiating
proposed debtor in possession financing. Sheffield Steel
Corporation has been unable to simultaneously compile the
information necessary to complete the filing of its current
financial information with the SEC within the prescribed time
period but intends to complete the filing as soon as possible.
As of March 11, 2002, the Company had not received court
authority to retain its public auditors or securities counsel.

Sheffield Steel expects to report in its Form 10-Q that its
fiscal quarter and year to date results were affected by several
significant factors including: (i) weaker demand for steel
products; (ii) pricing decreases and (iii) sales for the nine
months ended January 31, 2002 were $108.1 million in comparison
to the same period on the prior year of $120.7 million. Income
from operations for the nine months ended January 31, 2002 was
$(3.0) million in comparison to the same period last year of
$1.1 million. Shipments and income from operations decreased in
comparison to prior period due to weaker demand for steel
products and the continuing influx of steel prices.


SIMON WORLDWIDE: Allan Brown Steps Down as Chief Exec. Officer
--------------------------------------------------------------
Simon Worldwide, Inc. (Nasdaq: SWWI), announced that Allan I.
Brown has resigned from his position as Chief Executive Officer
of Simon Worldwide and Simon Marketing, Inc., a wholly-owned
subsidiary of Simon Worldwide, effective March 18, 2002.

In accordance with the terms of a Termination, Severance and
General Release Agreement, Mr. Brown will remain on the
Company's Board of Directors and will provide consulting
services to the Company for a period of six months.

Simon Worldwide will continue operations under the management of
an Executive Committee of the Board of Directors consisting of
J. Anthony Kouba and George G. Golleher, in consultation with
outside financial, accounting, legal and other advisors. The
Company noted that as a result of its agreement with Mr. Brown,
a pre-tax charge of $4.6 million has been recorded for the
fourth quarter of 2001. The charge relates principally to the
forgiveness of loans to Mr. Brown, a lump-sum severance payment
and the write-off of an asset associated with an insurance
policy that insured the life of Mr. Brown.


SOLECTRON: Weakening Credit Protection Measures Concern Fitch
-------------------------------------------------------------
Fitch Ratings has lowered Solectron Corporation's ratings as
follows: senior bank credit facility from 'BBB-' to 'BB', senior
unsecured debt from 'BBB-' to 'BB', and the Adjustable
Conversion Rate Equity Security Units from 'BB+' to 'B+'. The
Rating Outlook remains Negative.

The downgrades reflect the prolonged, significant reduction in
demand from Solectron's customers, which continues to weaken
operational performance and credit protection measures. In
addition, with the delay in new business as customers defer
ramping new projects in the face of continuing weak end-markets,
Fitch believes any sustainable recovery will not materialize in
2002. The ratings also consider Solectron's top-tier position in
the electronic manufacturing services (EMS) industry, diversity
of end-markets and geographies, recent improvements in its
capital structure, solid cash position, and recent working
capital improvements albeit in an industry downturn. The
Negative Rating Outlook indicates that if adverse market
conditions persist, outsourcing contracts do not materialize
from new customers, the company makes significant cash
acquisitions, or if it is unsuccessful in execution of planned
cost reductions the ratings may continue to be negatively
impacted.

The deep downturn in the market for the electronic end-
products, especially for telecommunications and networking (over
50% of revenues) has continued to weaken the company's financial
performance. For 2002's 2nd fiscal quarter ending March 1,
Solectron's year to year revenues declined 45% despite the
addition of C-MAC Industries acquired December 3, 2001. The 6%
sequential revenue decline from the 1st quarter indicated that
the downturn in the company's end markets, while moderating,
continues, and Fitch believes revenues will to be challenged for
the remainder of the year. Solectron has taken $765 million in
restructuring charges over the past five quarters including $175
million in the recently completed quarter. Despite the weak
operating performance, the company generated $971 million of
cash, including $787 million from a reduction in inventory.
EBITDA in the quarter was approximately $72 million, and,
applying a portion of equity credit for the $1.1 billion of
recently issued ACES, Fitch calculates gross debt to trailing-
12-month EBITDA in excess of 9x. However the company currently
has in excess of $3 billion of cash on its balance sheet, and
Fitch expects that a portion of this cash will be used to
satisfy any put obligations associated with its LYONS
transactions.


SOTHEBY'S HOLDINGS: S&P Hatchets Corporate Credit Rating to B+
--------------------------------------------------------------
The credit rating on Sotheby's Holdings Inc. was lowered on
March 25, 2002 to 'B+'. The rating remained on CreditWatch,
however, the implications were revised to negative from
developing.

The downgrade was based on expectations that the worldwide art
auction market will experience difficulties in 2002, and that
Sotheby's will continue to be challenged by heightened
competition for consignments of significant collections and
valuable individual properties.

Sotheby's worldwide auction business was impacted in 2001 by a
slowing economy, loss of wealth due to stock market setbacks,
and by a substantially more competitive environment in part due
to the repercussions of domestic litigation stemming from price
fixing allegations. Art buyers and sellers were less aggressive
during 2001, and Sotheby's encountered difficulties in
attracting sellers of private collections. This culminated in a
15% drop in auction revenue to $286 million, from $336 million
in 2000. Although the company made substantial progress in
cutting costs, it also incurred nearly $20 million in expenses
to retain key employees. As a result, there was insufficient
EBITDA to cover interest expense for the year. Because Standard
& Poor's anticipates that the environment for art auctions will
remain difficult in 2002, an improvement in performance is very
problematic.

Following a March 13, 2002, adverse ruling by the U.S. Second
Circuit Court of Appeals, Standard & Poor's is also concerned
about Sotheby's renewed exposure to liabilities from additional
class action litigation. That court effectively overruled an
earlier decision by a trial judge that would have prevented
plaintiffs who purchased or sold art at overseas auctions from
filing price-fixing claims in U.S. courts against Sotheby's.
During 2001, the company reached an agreement to pay $256
million to domestic art buyers and sellers in settlement of
antitrust litigation following charges that Sotheby's had
colluded with Christie's International PLC to fix commission
prices. However, Sotheby's was left with only a minor cash
liability ($50 million) from the domestic settlement, because
its former chairman, Mr. A. Alfred Taubman, agreed to pay $156
million, while the remainder was in the form of discount
coupons.

The negative CreditWatch listing reflects the possibility that
additional adversities from the uncertain business outlook and
from the adverse court ruling could result in Sotheby's having
difficulty successfully negotiating a new bank credit facility.
Its current agreement expires in July and August 2002. Although
Sotheby's remains vulnerable to renewed litigation, it is not
likely that there will be any liabilities during 2002 and the
company is hopeful that its own legal position will prevail. The
previous developing CreditWatch listing incorporated some upside
potential for the rating, based on the possibility that the
company might have been sold to an entity with a stronger credit
profile. However, no transaction has been completed for about a
year, and Standard & Poor's believes the chances for a sale of
the company in the near term have diminished.


SOURCE MEDIA: Insight Interactive Discloses 24.4% Equity Stake
--------------------------------------------------------------
On March 14, 2002, Source Media, Inc.'s 50% interest in
SourceSuite LLC was sold to Insight  Interactive, LLC, which
owned the remaining 50% interest in SourceSuite.  SourceSuite is
a provider  of interactive digital cable TV applications.  The
sale was conducted by the Trustee for Source  Media's 12% Senior
Secured Notes due 2004, in a public foreclosure sale under the
New York Uniform  Commercial Code. As consideration for the
sale, Insight tendered $10.2 million principal amount of Source
Media's Senior Secured Notes.  No other bidders came forward.

Insight Interactive owns 842,105 shares of Source Media's common
stock and warrants to purchase 4,596,786 shares of Source
Media's common stock,  which, if exercised, would cause Insight
to own approximately 24.4% of the outstanding common stock.
Insight Interactive is a wholly owned  subsidiary of Insight
Communications Company, Inc. Kim Kelly, Sidney Knafel and
Michael Willner, who served as directors of Source Media until
March 7, 2002, also serve as directors and executive officers of
Insight Communications.  Insight Communications also owns the
single outstanding share of Source Media's Non-Participating
Preferred Stock.

On March 15, 2002, substantially all of Source Media's remaining
assets were sold to BlueStreak Media Inc. in a private
foreclosure sale under the New York Uniform Commercial Code.
BlueStreak made a cash payment of $245,000 and agreed to make
additional payments equal to 5% of the gross receipts it earned
over the next year under certain contracts it assumed from
Source Media.  The assets sold consisted of Source Media's IT
Network business.  IT Network is a creator of private-label
audio and text content.  This content is designed for universal
distribution and access across all platforms, including voice
portals, wireless and wireline telephone, Internet and digital
cable television. BlueStreak made its cash payment directly to
the Trustee for distribution to or for the benefit of the
holders of Source Media's Senior Secured Notes.  Future payments
will also be distributed to or for the benefit of the holders of
the Senior Secured Notes.

As a result of the foreclosure sales of substantially all of the
assets of Source Media, Source Media has effectively terminated
its operations.  Any remaining cash will be used to wind up
Source  Media's business and any excess will be distributed to
or for the benefit of the holders of the Senior Secured Notes.
The holders of the Senior Secured Notes have agreed to make
certain payments to Stephen W. Palley, Source Media's President
and Chief Executive Officer, and Benjamin J. Douek, its Chief
Financial Officer, pursuant to an agreement with Mr. Palley and
Mr. Douek, in connection with (a) remaining with Source Media to
manage the sale of Source Media's assets and its winding down of
operations, (b) their voluntary agreement to decline to
participate in the Retention Plan for Key  Executives instituted
in the second quarter of 2001 and (c) providing certain
monitoring services after completion of the IT Network sale.

As of the close of business on March 15, 2002, the aggregate
amount due under the outstanding Senior Secured Notes was
approximately $83.5 million and the aggregate amount owed to
other creditors was approximately $2.3 million.  As of that
date, Source Media's cash balance was approximately $275,000.

All directors of Source Media have resigned.  Source Media has
no remaining employees apart from Mr. Palley and Mr. Douek, who
will remain with Source Media solely to wind up its affairs.
Given the foregoing circumstances, Source Media has determined
not to prepare an annual report on Form  10-K,  inclusive of
audited financial statements for its 2001 fiscal year, and does
not intend to make any additional filings with the Securities
and Exchange Commission.

Through subsidiary IT Network, Source Media provides streaming
media content and ad sales services to customers in radio,
newspapers, publishing, Internet, and cable TV. Source Media's
Streaming Media Content (offered via the Internet, telephone,
digital cable TV, and wireless mediums) ranges from news to
consumer information to horoscopes. Joint venture SourceSuite
(50%, Insight Interactive owns the rest) offers digital two-way
TV systems that deliver interactive services. Source Media also
offers audio reports via satellite to newspaper publishers,
which are made available to readers over the phone. At September
30, 2001, the company reported a working capital deficit of
about $90 million, and a total shareholders' equity deficit of
about $94 million.


STARPOINT GOLDFIELDS: Fails to Meet CDNX Listing Requirements
-------------------------------------------------------------
Further to CDNX Bulletin dated March 18, 2002, the common shares
of Starpoint Goldfields Inc. was not delisted from CDNX at the
close of business on March 19, 2002 for failing to maintain
exchange listing requirements. The Company will remain
suspended.


STATIONS HOLDING: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Stations Holding, Inc.
         2895 Greenpoint Parkway
         Suite 250
         Hoffman Estates, Illinois 60195
         aka Benedek Communications Corporation

Bankruptcy Case No.: 02-10882

Chapter 11 Petition Date: March 22, 2002

Court: District of Delaware (Delaware)

Debtors' Counsel: Laura Davis Jones, Esq.
                   Pachulski, Stang, Ziehl Young & Jones
                   919 N. Market Street
                   16th Floor
                   Wilmington, Delaware 19899-8705
                   302 652-4100
                   Fax : 302-652-4400

                        and

                   James H.M. Sprayregen, Esq.
                   Kirkland & Ellis
                   200 East Randolph Street
                   Chicago, Illinois 60601
                   Phone: (312) 861-2000
                   Fax: (312) 861-2200

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 18 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Bear, Stearns Securities      Public Notes         $80,473,086
  Corp.
Vincent Marzelia
One Metrotech Center North,
4th Floor
Brooklyn, New York
  11201-3862
Phone: 212-272-0302

State Street Bank and         Public Notes         $24,054,600
  Trust Company
Joseph Callahan
1776 Heritage Drive
Global Corporate Action Unit
  JAB 5NW
North Quincy, Massachusetts
  02171
Phone: 617-985-6453

National Financial Services   Public Notes         $21,671,531
  Corp
Molly Carter
200 Liberty Street
New York, New York 10281
Pone: 212-335-5357

Citibank, N.A.                Public Notes         $17,088,788
David Leslie
3800 Citibank Center B3-15
Three Mellon Bank Center
Phone: 813-604-1193

JPM/Chase Bank of Texas,      Public Notes         $15,201,056
  N.A.
Paula J. Dabner
c/o JP Morgan Investor
  Services
14201 Dallas Parkway,
  12th Floor
Dallas, Texas 75240
Phone: 469-477-0081

Salomon Smith Barney, Inc.    Public Notes          $2,829,827
Pat Haller
333 W. 34th Street
New York, New York 10001
Phone: 212-615-9212

SSB - Trust Custody           Public Notes          $1,466,093
David Baldino
225 Franklin Street, M4
Boston, Massachusetts 02110
Phone: 617-654-4915

Bankers Trust Company         Public Notes            $890,318
John Lasher
648 Grassmere Park Road
Nashville, Tennessee 37211
Phone: 615-835-3419

Spear, Leeds & Kellogg        Public Notes            $394,512
Connie Kanellopoulos
120 Broadway
New York, New York 10271
Phone: 212-433-7531

The Northern Trust Company    Public Notes            $381,983
Jarvis McKee
801 S. canal Street, C-IN
Chicago, Illinois 60607
Phone: 312-630-1828

PNC Bank National             Public Notes            $122,145
  Association

Boston Safe Deposit and       Public Notes            $188,814
  Trust Company

Wells Fargo Investments       Public Notes            $111,041

JP Morgan Chase Bank/CCSG     Public Notes             $83,281

Brown Brothers Harriman & Co. Public Notes             $55,520

AIG/Sunamerica                Public Notes             Unknown

State of Delaware             2002 Franchise Tax       Unknown

Angelo Gordon                 Public Notes             Unknown


SUNRISE TECHNOLOGIES: Intends to Issue 1.9M Shares to Anesti
------------------------------------------------------------
To date, and not including the issuance of shares of common
stock in its latest prospectus supplement, Sunrise Technologies
International, Inc. has issued 4,278,157 shares of common stock
pursuant to its prospectus dated June 8, 2001.

The Company is offering a total of 1,950,000 shares of common
stock at a price of $0.06 per share to Anesti Management LLC as
consideration for amounts that it owes Anesti Management LLC for
services rendered.  No party is acting as an underwriter with
respect to this offering.

Sunrise's common stock is listed Over the Counter on the
Bulletin Board under the symbol "SNRS". On March 14, 2002 the
closing price of one share of common stock was $0.06. As of
March 14, 2002, there were 59,142,702 shares of common stock
outstanding.

Sunrise Technologies International, Inc. is a refractive surgery
company based in Fremont, California, that has developed
holmium: YAG laser-based systems that utilize a patented process
for shrinking collagen developed by Dr. Bruce Sand in correcting
ophthalmic refractive conditions. At September 30, 2001, the
company had a working capital deficiency of about $9 million,
and a total shareholders' equity deficit of over $5 million.


USG CORP: Seeks Second Extension of Rule 9027 Removal Period
------------------------------------------------------------
United States Gypsum Company has been named in tens of thousands
of asbestos-related products liability suits.  U.S. Gypsum's
liabilities, and the need to resolve them, are what prompted the
Debtors to file for chapter 11 protection.  The Debtors'
businesses were unsustainably burdened by the costs of
defending, administering and resolving asbestos claims.

John H. Knight, Esq., at Richards Layton & Finger, offers that,
within the constraints of the existing tort system and due to
the nature and scope of asbestos litigation, U.S. Gypsum's
efforts to determine and resolve legitimate asbestos liabilities
have been difficult at best. It is impossible to determine which
asbestos claims have merit and which do not.

Mr. Knight states that U.S. Gypsum is unable to ensure that the
assets that it can be reasonably expected to devote to asbestos
claims resolution are sufficient to, and go to, legitimate
asbestos claimants to whom there is true liability. The
Bankruptcy Code provides some measure of help in determining
U.S. Gypsum's true asbestos liabilities and a rational procedure
for discharging those liabilities.

The Debtors may request the removal of some or all of the
pending asbestos liability cases from state court to federal
court and subsequently transfer some or all of these cases to
the District of Delaware for final resolution, if necessary. The
Debtors wish to retain flexibility to remove cases to federal
court as the chapter 11 cases progress.

To preserve the Company's right to use the removal tool
available under 28 U.S.C. Sec. 1452, the Debtors sought and
obtained an extension of their removal period afforded under
Rule 9027 of the Federal Rules of Bankruptcy Procedure through
September 30, 2002.

Mr. Knight reminds Judge Newsome that period extensions have
been routinely granted by courts in Delaware in other major
asbestos cases, including the Debtor's prior extension request
to March 31, 2002.

Due to the number and complexity of the Proceedings against the
Debtors, he states that the Debtors need more time to determine
which, if any of the Proceedings should be removed, and if
appropriate, transferred to this District.  An extension will
protect the Debtors' right to economically adjudicate lawsuits
under 28 U.S.C. Sec. 1452 if the circumstances warrant removal.
As the automatic stay is in place, the relief requested will not
prejudice the plaintiffs in the cases, as no action may be taken
without relief from the stay.

Unless the requested relief is granted, the potential
consolidation of the Debtors' affairs into one court may be
impeded and the Debtors would be forced to deal with the cases
in a piecemeal fashion, to the detriment of their creditors.
(USG Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


VANTAGEMED CORP: Fails to Meet Nasdaq Listing Requirements
----------------------------------------------------------
VantageMed Corporation (Nasdaq:VDMC) reported that it has
received a letter from Nasdaq notifying the Company that it is
not in compliance with Marketplace Rule 4450(a)(5) relating to
the minimum bid price per share ($1.00) requirement for
continued listing on The Nasdaq National Market System. The
letter does not delist the Company's securities, but rather
provides that the Company has 90 calendar days, or until June
19, 2002, to regain compliance with National Market System
continued listing requirements. VantageMed may demonstrate
compliance by maintaining a $1.00 minimum closing bid for a
minimum of 10 consecutive trading days by that date.

If the Company is unable to demonstrate compliance by June 19,
it may appeal a determination that it be delisted from the
National Market System, which would stay delisting until the
appeal is resolved. The Company also could decide to file an
application to transfer its securities to The Nasdaq SmallCap
Market, which also would stay delisting until the application is
considered. For that application, the Company would be required
to meet the SmallCap continued listing criteria other than the
minimum bid price requirement (which is also $1.00). If
accepted, the Company's securities would transfer to the
SmallCap Market, and the Company would have another 90 days, or
until September 17, 2002, to comply with the minimum bid price
requirement. If the Company had not regained compliance with the
minimum bid price requirement at the end of the 90 day period,
it may then be eligible for an additional 180 day period in
which to regain compliance if it satisfied certain initial
SmallCap listing standards under Marketplace Rule 4310c(2)(A).

VantageMed is a provider of healthcare information systems and
services distributed to over 11,000 customer sites through a
national network of regional offices. Our suite of software
products and services automates administrative, financial,
clinical and management functions for physicians, other
healthcare providers and provider organizations.


WESTERN INTEGRATED: Bad Paperwork Stalls Hiring Debtors' Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado denied a
motion by Western Integrated Networks, LLC and its affiliated
debtors to retain and employ the law firm of Jessop & Company,
P.C. as Counsel in their chapter 11 cases.  The Court states
that the Debtors failed to comply with the requirement of Rule
202 to serve a Notice together with the Motion under the
Bankruptcy Code.

The Court says it will not entertain any motion for
reconsideration.  If the Debtors want to renew their Motion,
they must re-file it, file and serve a Rule 202 Notice and pay
any required fees again.

Western Integrated Networks, LLC is a single source facilities
based provider of broadband services to residential and small
business customers in certain targeted markets. The Company
filed for chapter 11 protection on March 11, 2002. Douglas W.
Jessop, Esq. at Jessop & Company, P.C. assists the Debtors in
their restructuring efforts.


ZENITH INDUSTRIAL: Taps Young Conaway as Bankruptcy Co-Counsel
--------------------------------------------------------------
Zenith Industrial Corporation asks for authority from the U.S.
Bankruptcy Court for the District of Delaware to employ and
retain Young Conaway Stargatt & Taylor, LLP as their co-counsel.
A hearing on the company's application is scheduled for
April 2, 2002.

The Debtor relates to the Court that it is choosing Young
Conaway because of the Firm's extensive experience and knowledge
in this field plus their experience in practicing before the
Delaware Court.

Young Conaway's professionals will bill at their customary
hourly rates:

           Robert S. Brady          $400 per hour
           Edward J. Kosmowski      $280 per hour
           Joseph A. Malfitano      $260 per hour
           Steve Kirsch (paralegal) $110 per hour

The professional services that Young Conaway is expected to
render to the Debtors are:

      a) providing legal advice with respect to its powers and
         duties as a debtor in possession in the continued
         operation of its business and management of its
         properties;

      b) negotiating, prepare and pursue confirmation of a plan
         and approval of a disclosure statement, and all related
         reorganization agreements/documents;

      c) preparing on behalf of the Debtors necessary
         applications, motions, answers, orders, reports, and
         other legal papers;

      d) appearing in Court and to protect the interests of the
         Debtors before the Court; and

      e) performing all other legal services for the Debtors
         which may be necessary and proper in this proceeding.

By separate application, the Debtor is also seeking authority to
retain Sidley Austin Brown & Wood as their co-counsel. The
Debtor assures the Court that attorneys from the two firms have
conferred regarding the division of responsibilities in an
effort to avoid duplication of tasks.

Zenith Industrial Corporation, a leading worldwide, full-service
Tier 1 supplier of highly engineered metal-formed components,
complex modules and mechanical assemblies for automotive OEMs
filed for chapter 11 protection on March 12, 2002. Joseph A.
Malfitano, Esq., Edward J. Kosmowski, Esq., Robert S. Brady,
Esq. at Young Conaway Stargatt & Taylor, LLP and Larry S. Nyhan,
Esq., Matthew A. Clemente, Esq., Paul J. Stanukinas, Esq. at
Sidley Austin Brown & Wood represent the Debtor in its
restructuring efforts. When the Company filed for protection
from its creditors, it listed estimated debts and assets of more
than $100 million.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

                           *********

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

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

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

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

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

                           *********

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

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

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

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

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

                      *** End of Transmission ***