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

              Friday, April 5, 2002, Vol. 6, No. 67     

                          Headlines

ADELPHIA BUSINESS: Signs-Up Weil Gotshal as Chapter 11 Counsel
ADVANTICA: Must Refinance Revolver to Meet Cash Requirements
ALLIED HOLDINGS: Posts Improved Results for Fourth Quarter 2001
AMES DEPT: Fleet Seeks Stay Relief to Repossess Leased Equipment
ARMSTRONG HOLDINGS: Taps Reed Smith as Special Corporate Counsel

ARTHUR ANDERSEN: Hires Gleacher to Review Restructuring Options
BRILLIANT DIGITAL: Harris Toibb Discloses 79.42% Equity Stake
CAREMARK RX: Improved Finances Prompt S&P to Raise Low-B Ratings
COMDISCO INC: Has Until August 8 to Remove Prepetition Lawsuits
COMDISCO: Selling Healthcare Leasing Assets to a GE Capital Unit

CONTINENTAL AIRLINES: S&P Affirms BB- Rating over Weak Results
CONTINUCARE: Dr. Phillip Frost Resigns as Board's Vice Chairman
CORECOMM LTD: Posts Better EBITDA Results after Recapitalization
ENRON CORP: Gets Okay to Make Additional $5MM Severance Payments
FC CBO LTD: S&P Slashes 2nd Priority Senior Notes Rating to B  

FLOWSERVE CORP: Commences Public Offering of 8 Million Shares
GLOBAL CROSSING: Can't Beat Form 10-K Filing Deadline
GOLF TRUST: Posts Estimated Range of Liquidating Distributions
HQ GLOBAL: Hires Richards Layton as Local Bankruptcy Counsel
HARBORSIDE HEALTHCARE: Dec. Balance Sheet Upside-Down by $31MM

HEALTH RISK: Meeting of Creditors Will Convene on April 23, 2002
HIGHLAND INSURANCE: Short of Funds to Satisfy Maturing Facility
HOMESTORE: Working Capital Deficit Tops $40MM at Dec. 31, 2001
ICG COMM: SBC Entities Seek Stay Relief Again to Preserve Setoff
INNOVATIVE CLINICAL: Eric Moskow Resigns from Board of Directors

KAISER ALUMINUM: Committee Balks At Lazard's Engagement Fees
KINETEK INDUSTRIES: S&P Rates $50MM Bank Credit Facility at BB-
KMART CORP: Court OKs Abacus as Inventory Valuation Consultant
KMART: Taps DJM & ChainLinks to Assist in Disposition of Leases
LODGIAN: Hospitality Wants to Prosecute Lien Foreclosure Action

LUCILLE FARMS: Fails to Comply with Nasdaq Listing Requirements
MBC HOLDING: Creditors' Meeting Scheduled for April 9, 2002
MARINER POST-ACUTE: MHG Gets Final Okay of DIP Financing Pact
MARTIN INDUSTRIES: AmSouth Extends Loan Maturity to July 1, 2002
MCWATTERS: Sets April 8 as Record Date for Plan Implementation

MCWATTERS MINING: Net Loss Drops to $11 Million in FY 2001
METALS USA: Court Extends Exclusive Period to June 26, 2002
NATIONAL STEEL: U.S. Trustee Appoints Creditors' Committee
NEON COMMS: Will Delay Form 10-F Filing due to Debt Workout Deal
NETIA HOLDINGS: Agrees to Lower Acceptance Threshold to 90%

NETNATION: Eyeing External Financing to Fund Further Growth
NIAGARA MOHAWK: Working Capital Deficit Tops $388MM at Dec. 31
OXIS INT'L: Meridian Financial Discloses 63.07% Equity Stake
PACIFIC CONSOLIDATED: CDNX Delists Shares On Listing Violations
PANAVISION INC: S&P Junks Ratings Following Tender Offer

PENTACON: S&P Drops Ratings to SD After Missed Interest Payment
PLIANT CORP: S&P Assigns B- Rating to New $100M Senior Sub Notes
POLAROID CORP: Committee Has Until April 30 to Challenge Liens
POLYMER GROUP: Reaches Agreement to Dismiss Involuntary Petition
PRINCIPAL HEALTHCARE: Remains in Default in Debt Repayment

RESPONSE ONCOLOGY: Intends to Pursue Chapter 11 Liquidating Plan
SABENA SA: U.S. Bankr. Court Enters Permanent Injunction Order
SERVICE MERCHANDISE: Resolves Damage Complaint Against Graco
SHOP AT HOME: S&P Places Junk Credit Rating on Watch Negative
SPECIAL METALS: Nasdaq to Delist Shares Effective Today

STATIONS HOLDING: Signs-Up Shack Siegel as Special Corp. Counsel
SUN COUNTRY: Look for Schedules and Statements on Thursday
SUPERVALU: Will Acquire Deal$ - Nothing Over a Dollar for $75MM
SYRATECH: S&P Cuts Corporate Credit Rating Down to Junk Level
SYSTEMONE TECH: Total Shareholders' Equity Deficit Tops $41MM

TALK AMERICA: S&P Affirms Junk Rating on Proposed Exchange Offer
TEAM HEALTH: S&P Assigns Low-B Rating After Spectrum Acquisition
TENNECO AUTOMOTIVE: Fitch Affirms Debt Ratings at Lower-B Level
U.S. PLASTIC: Selling Clean Earth Assets to Improve Liquidity
VENTAS INC: S&P Concerned About Limited Financial Flexibility

VIEWCAST CORP: Commences Trading on OTCBB Effective April 4
VISKASE COMPANIES: Pursuing Restructuring Talks with Committee
W.R. GRACE: Gets Approval to Hire Carella for Honeywell Suits
WHEELING-PITTSBURGH: Exclusivity Extension Hearing on April 18
ZENITH INDUSTRIAL: Brings-In Bodman Longley as Corporate Counsel

*BOOK REVIEW: The Oil Business in Latin America: The Early Years

                          *********

ADELPHIA BUSINESS: Signs-Up Weil Gotshal as Chapter 11 Counsel
--------------------------------------------------------------
Adelphia Business Solutions, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York
for permission to employ Weil Gotshal & Manges LLP as their
attorneys in connection with the commencement and prosecution of
their Chapter 11 cases.

ABIZ Vice President John B. Glicksman tells the Court that the
Debtors selected Weil Gotshal as their attorneys because of that
firm's knowledge of the Debtors' businesses and financial
affairs.  "This firm has extensive general experience and
knowledge, and in particular, has recognized expertise in the
field of debtors' and creditors' rights, and business
reorganizations under Chapter 11 of the Bankruptcy Code," Mr.
Glicksman says.

Weil Gotshal is actively involved in a numerous major Chapter 11
cases.  These cases include representation of the debtor(s) in
Enron Corp., Global Crossing Ltd., Bethlehem Steel Corporation,
Rhythms NetConnections Inc., Armstrong Worldwide Industries,
Sunbeam Corporation, Ames Department Stores, Inc., Genesis
Health Services Corp., Carmike Cinemas, Inc., DIMAC Holdings,
Inc., Sun Healthcare Group, Inc., Bruno's, Inc., United
Companies Financial Corporation, Consolidated Hydro, Inc.,
Olympia & York Development Limited, Texaco, Inc., Edison
Brothers Stores, Inc. (I) and (II), F&M Distribution, Inc., G.
Heileman Brewing Company, Inc., R.H. Macy & Co., Inc., Weiner's
Stores, Best Products Co., Inc. (I) and (II), P.A. Bergner & Co.
Holding Company, Grand Union Corporation and the Drexel Burnham
Lambert Group, Inc., among others.

In connection with its pre-petition representation of the
Debtors and the commencement of these Chapter 11 cases, Mr.
Glicksman relates that Weil Gotshal has become familiar with the
Debtors' businesses, affairs, and capital structure.   
Accordingly, Weil Gotshal has the necessary background to deal
effectively with many of the potential legal issues and problems
that may arise in the Debtors' Chapter 11 cases.

The Debtors believe that Weil Gotshal is both well qualified and
uniquely able to represent them in their Chapter 11 cases. Were
the Debtors required to retain attorneys other than Weil
Gotshal, Mr. Glicksman tells the Court that the Debtors, their
estates, and all parties concerned  would be unduly prejudiced
by the time and expense necessarily attendant to such attorneys'
familiarization with the intricacies of the Debtors' affairs and
business operations.

Specifically, Weil Gotshal will:

A. take all necessary action to protect and preserve the estates
   of the Debtors, including the prosecution of actions on the
   Debtors' behalf, the defense of any actions commenced against
   the Debtors, the negotiation of disputes in which the Debtors
   are involved, and the preparation of objections to claims
   filed against the Debtors' estates;

B. prepare on behalf of the Debtors, as Debtors In Possession,
   all necessary motions, applications, answers, orders,
   reports, and other papers in connection with the
   administration of the Debtors' estates;

C. negotiate and prepare on behalf of the Debtors a plan of
   reorganization and all related documents thereto; and

D. perform all other necessary legal services in connection with
   the prosecution of these Chapter 11 cases.

Judy G.Z. Liu, Esq., at Weil Gotshal, assures the Court that the
members and associates of the firm do not have any connection
with or any interest adverse to the Debtors, their creditors, or
any other party in interest, or their respective attorneys and
accountants, except to the extent that it has represented, is
currently representing, or has in the past represented claimants
in matters unrelated to these cases.

A. Lessor: 2401 Locust Associates, Amherst Commerce Bank, Avaya
   Financial Services, Ck Three Tower Center LLC, Cushman &
   Wakefield, Fidelity Leasing, First Union National
   Bank/Wachovia Bank, FV Office Partners L.P., Guardian Life
   Insurance Company, Media One of Greater Florida Inc., Niagara
   Frontier Cable Television, Parkway Properties L.P., PNC Bank,
   Prudential Insurance Company of America, Trinet TrizecHahn
   Columbia IV, and Warburg - Storagemart Partners LP;

B. Shareholder: Alliance Capital Management LP, Capital Research
   & Management Company, Fidelity Management & Research Co., and
   JP Morgan Fleming Asset Mgmt.;

C. Bondholder: American Express Financial Advisors Inc., Bear
   Stearns Asset Management, Blue Cross & Blue Shield of
   Michigan, Boston Company, Brinson Partners, Canyon Value
   Realization, CIGNA, Compass Series Trust High Yield Variable
   Fund, Connecticut General Life Insurance S.A/ Connecticut
   General Life Insurance Co., Credit Suisse First Boston,
   Deutsche Asset Management, Fidelity Management & Research
   Co., First Investors Fund for Income Incorporated, Frank
   Russell Investment Co., GE High Yield Fund, Hartford Fire
   Insurance Co., Hartford Fire Insurance Co., IDS Life Series
   Fund, ING Pilgrim Group, Insurance Company of the West, J.P.
   Morgan Investment Management Inc., Loomis Sayles & Co. LP,
   Los Angeles County Employees Retirement, Lutheran
   Brotherhood, Metropolitan Life Insurance Co., MFS Fund,
   Morgan Stanley, MSDW High-Yield Fund, Northstar Yield Bond
   Fund, Northwestern Investment Management Co., OFFIT Bank,
   Oppenheimer Funds Inc., Partners Healthcare System, Provident
   Life & Accident Insurance Co., Putnam Asset Allocation, RBC
   Dominion Securities Corp., Redwood Master Fund Ltd., Sheet
   Metal Workers National Pension Fund, Teachers Insurance &
   Annuity Association, Templeton Global Bond Managers Inc., UBS
   Warburg LLC, Unibank, UNUM Life Insurance Co. Of America, and
   W.R. Huff Asset Management;

D. Underwriters: Bank of America Securities LLC, Bear Stearns &
   Co. Inc., Chase Securities Inc., CIBC Wood Gundy Securities
   Corp., CIBC World Markets, Credit Lyonnais Securities (USA)
   Inc., Credit Suisse First Boston Securities, Donaldson Lufkin
   & Jenrette Securities, First Union Capital Markets
   Securities, First Union Securities Inc., Goldman, Sachs & Co.
   Securities, NationsBanc Capital Markets Inc., Salomon Smith
   Barney Securities, and TD Securities;

E. Vendor: Bell South, Broadwing Communication, Fujitsu, Graybar
   Electric Co., Home Depot, ICG Telecommunication, Interconnect
   Service, Lanier Worldwide Inc., Mass. Mutual, Metromedia
   Fiber, Minolta Corporation, Pacific Gas & Electric, Pitney
   Bowes Credit, Samsung Telecom, Siemens, Tellabs, Tyco
   Electronics, United Parcel Service, and Worldcom.

Weil Gotshal will bill for legal services at its customary
hourly rates:

      Members                    $375-$700
      Associates                 $200-$400
      Paraprofessionals          $ 50-$175

Within the year prior to the commencement of the Debtor's
Chapter 11 case, Ms. Liu informs the Court that Weil Gotshal
received from the Debtor approximately $1,363,000 as
compensation for professional services rendered through March
26, 2002.  This sum also includes reimbursement for reasonable
and necessary expenses incurred in connection with the services.

Weil Gotshal is holding an additional retainer in the amount of
$895,695 for professional services rendered and to be rendered
in these Chapter 11 cases and an advance of $139,242 against
expenses incurred and to be incurred in connection therewith.

                        *  *  *

Judge Gerber grants the application on an interim basis.  The
application is subject to a final hearing on April 16, 2002 if
any objections are filed by April 10, 2002.  If no objections
are presented, Judge Gerber's interim order becomes a final
order. (Adelphia Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ADVANTICA: Must Refinance Revolver to Meet Cash Requirements
------------------------------------------------------------
Advantica Restaurant Group, Inc., or Advantica, is one of the
largest restaurant companies in the United States operating
moderately priced restaurants in the mid-scale dining segment.
Its core brand is Denny's, which operates 1,749 company-owned,
franchised and licensed restaurants. Advantica also owns and
operates the Coco's and Carrows restaurant chains through its
subsidiary FRD Acquisition Co., or FRD.

                       2001 VS. 2000

Denny's recorded 2.7% same-store sales growth for 2001 which was
driven by a 1.7% increase in guest check average and higher
guest traffic. However, company restaurant sales decreased
$131.5 million (12.2%) due to a net 115-unit decrease in
company-owned restaurants, partially offset by the increase in
same-store sales. The decrease in company-owned restaurants
resulted from the sale of restaurants to franchisees and store
closures.

Total costs of company restaurant sales decreased $111.1 million
(11.9%), driven by the decrease in company-owned restaurants. As
a percentage of company restaurant sales, product costs
decreased to 25.0% from 26.0% resulting from a higher guest
check average and reduced waste costs. Payroll and benefits
increased to 40.3% from 39.5% due to increased staffing levels
and wage rate increases.  Occupancy costs increased to 5.9% from
5.5%. The increase in occupancy costs as a percentage of
restaurant sales was primarily due to adjustments of $3.5
million that reduced general liability insurance expense in
2000. Other operating expenses decreased to 15.0% from 15.1%, as
the effects of higher utility rates and increased repair and
maintenance activities were offset by lower advertising
expenses.

Operating margins for company-owned restaurants were $130.4
million (13.7% of company restaurant sales) for 2001 compared
with $150.8 million (14.0% of company restaurant sales) for
2000.

Franchise and licensing revenue was $90.5 million for 2001,
comprised of royalties and fees of $56.1 million and occupancy
revenue of $34.4 million, compared with $74.6 million for 2000,
comprised of royalties and fees of $51.5 million and occupancy
revenue of $23.1 million. Franchise and licensing revenue
increased $15.9 million (21.4%) resulting from a net 42-unit
increase in franchised and licensed restaurants, partially
offset by a $3.3 million reduction in initial franchise fees due
to reduced refranchising activity in 2001.

Franchise costs were $39.0 million for 2001, comprised of
occupancy costs of $20.3 million and other direct expenses of
$18.7 million, compared with $38.0 million for 2000, comprised
of occupancy costs of $14.1 million and other direct expenses of
$23.9 million. Franchise restaurant costs increased $1.0 million
(2.6%), driven by the increase in the number of franchise and
licensed restaurants. As a percentage of franchise and licensing
revenues, these costs decreased to 43.1% in 2001 from 50.9% in
2000, resulting primarily from a $4.3 million decrease in bad
debt expense related to the collection of certain past due
accounts.

The Company's franchise operating margins were $51.5 million
(56.9% of franchise and licensing revenue) for 2001 compared
with $36.6 million (49.1% of franchise and licensing revenue)
for 2000.

Operating loss was $19.7 million for 2001 compared with $0.3
million for 2000.

Net loss was $88.5 million for 2001 compared with a net loss of
$98.0 million for 2000.

Historically, Advantica has met its liquidity requirements with
internally generated funds, external borrowings and in recent
years, proceeds from asset sales. Its ability to meet liquidity
requirements, debt service obligations and to maintain
continuity of operations will depend on a number of factors,
including the ability to refinance its current revolving credit
facility by the January 7, 2003 maturity date and the Company's
ability to meet targeted levels of operating cash flow.
Advantica is currently considering alternatives for refinancing
its revolving credit facility. The Company believes that it  
will be able to negotiate a replacement credit facility on or
prior to the January 2003 maturity date; however, no assurance
can be given that it will be successful in negotiating a
sufficient facility on commercially reasonable terms.
Additionally, there can be no assurance that targeted levels of
operating cash flow will actually be achieved.  Advantica's
ability to achieve operating cash flow targets will depend upon
consumer tastes, the success of marketing initiatives and other
efforts to increase customer traffic in its restaurants,
prevailing economic conditions and other matters, some of which
are beyond Company control. The Company believes that, together
with funds available under the revolving credit facility (or
replacement facility), it will have sufficient cash flow from
operations to meet working capital requirements, to pay interest
and scheduled amortization on all of its outstanding
indebtedness and to fund anticipated capital expenditures
through 2002.

At December 26, 2001, the working capital deficit, excluding net
liabilities of discontinued operations, was $147.5 million
compared to $170.6 million at December 27, 2000. The decrease in
the working capital deficit at December 26, 2001 is primarily
related to the use of cash on hand and borrowings under the
revolving credit facility to satisfy current liabilities, the
reduction in capital lease obligations resulting in the
extraordinary gain recorded in 2001 and the reduction of
company-owned units from refranchising activity and store
closures. Advantica is able to operate with a substantial
working capital deficit because (1) restaurant operations and
most food service operations are conducted primarily on a cash
(and cash equivalent) basis with a low level of accounts
receivable, (2) rapid turnover allows a limited investment in
inventories, and (3) accounts payable for food, beverages and
supplies usually become due after the receipt of cash from the
related sales.

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


ALLIED HOLDINGS: Posts Improved Results for Fourth Quarter 2001
---------------------------------------------------------------
Allied Holdings, Inc., founded in 1934, is a holding company
which operates through its wholly-owned subsidiaries. The
Company's principal operating subsidiaries are Allied Automotive
Group, Inc. and Axis Group, Inc. Allied Automotive Group is the
largest motor carrier in North America specializing in the
transportation of new and used automobiles and light trucks
utilizing specialized tractor trailers and serves and supports
all of the major domestic and foreign automotive manufacturers.
The Axis Group provides distribution services to the used and
new vehicle distribution market and other segments of the
automotive industry that complement the Automotive Group's
services.

Revenues were $896.8 million in 2001 compared to $1.07 billion
in 2000, a decrease of $172 million, or 16%. The Company posted
a net loss in 2001 of $39.5 million compared to net loss of $6.3
million in 2000. Basic and diluted loss per share for 2001 was
$4.86, versus basic and diluted loss per share of $0.79 in 2000.
The operating ratio (operating expenses as a percentage of
revenues) for 2001 was 104.5% compared to 98.8% in 2000.

The decrease in revenues was primarily the result of a decline
in the number of vehicles delivered due to a decrease in new
vehicle production and sales by the auto manufacturers. Total
vehicle deliveries dropped 17% in 2001 versus 2000 while new
vehicle production in the United States and Canada declined 11%.
Allied Automotive Group's vehicle deliveries declined more than
the production drop primarily due to the closing of unprofitable
terminal locations together with a drop in market share
primarily from increased non-unionized competition. Offsetting
the revenue decline from lower delivery volumes was an increase
in the revenue generated per vehicle delivered from $92.06 in
2000 to $93.12 in 2001, a 1.2% increase. This increase is
primarily the result of the implementation by the Company of a
new administrative processing fee. Included in the results for
2001 are $9.2 million of workforce reduction expenses related to
the elimination of positions at the Company's corporate office
as well as at unprofitable terminal locations.

During the fourth quarter of 2001, the Company posted
significantly improved results with net loss decreasing from
$7.5 million in the fourth quarter of 2000 to a net loss of $2.3
million in the fourth quarter of 2001. During the fourth quarter
of 2001, the Company benefited from the execution of turnaround
initiatives that raised prices, eliminated non-contributory
expenses and assets, closed non-performing locations, and better
managed cash. Results during the fourth quarter of 2001 included
unusual charges of $4.5 million related to these initiatives. In
addition, during the fourth quarter of 2001, the Company reduced
its total debt by $59.3 million. Results for the fourth quarter
of 2000 include a $1.5 million charge related to workforce
reduction expense.

The Company's sources of liquidity are funds provided by
operations and borrowings under its revolving credit facility
with a syndicate of lenders. The Company's primary liquidity
needs are for the acquisition and maintenance of Rigs and
terminal facilities, the payment of operating expenses and the
payment of interest and principal associated with long-term
debt.

On February 25, 2002, the Company refinanced its revolving
credit facility and $40 million Senior Subordinated Notes with a
new credit facility including certain term loans. Proceeds from
the term loans were used to repurchase the $40 million of Senior
Subordinated Notes for $37.25 million. The Credit Facility
includes a revolving credit facility that allows the Company to
borrow under a revolving line of credit up to the lesser of $120
million or a borrowing base amount as defined in the Credit
Facility agreement. The interest rate for the Revolver is based
upon the prime rate plus 1.5% or LIBOR plus 4.5% with a minimum
interest rate of 6.5%. Annual commitment fees are due on the
undrawn portion of the commitment. At February 25, 2002, $58.2
million was outstanding under the Revolver, and approximately
$18 million was committed under letters of credit. As of
February 25, 2002, the Company had approximately $23.8 million
available under the Revolver.

The Term Loans are comprised of four loans, $17.5 million Term
Loan A, $25 million Term Loan B, $11 million Term Loan C, and
$29.25 million Term Loan D. The Credit Facility (except Term
Loan D) matures on February 25, 2005. Term Loan D matures on
February 26, 2005.

Term Loan A is repayable in installments over three years, with
interest payable monthly based upon the prime rate plus 2.75%
with a minimum interest rate of 7.75%. Term Loan B is repayable
in installments over three years, with interest payable monthly
based upon the prime rate plus 6.50%. The interest rate on Term
Loan B includes interest paid in kind of 3.50% that will be
payable upon maturity. The minimum interest for Term Loan B is
11.50%. Term Loan C is payable in full at maturity with interest
payable monthly based upon the prime rate plus 9.00%. The
interest rate on Term Loan C also includes interest paid in kind
of 5.00% that will be payable upon maturity. The minimum
interest for Term Loan C is 14.00%. Term Loan D is payable in
full at maturity with interest payable quarterly based upon the
prime rate plus 3.50%. In addition, the Company currently has
outstanding indebtedness of $150 million under a series of 8-
5/8% Senior Notes maturing in 2007. Giving effect to the
scheduled maturities under the Credit Facility and the Senior
Notes, future maturities of long-term debt for the Company as of
December 31, 2001 (assuming the refinancing had taken place on
that date) are $2.6 million in 2002, $6 million in 2003, $13.5
million in 2004, $117 million in 2005, $0 in 2006 and $150
million in 2007.

The Credit Facility agreement sets forth a number of
affirmative, negative and financial covenants binding on the
Company. The negative covenants limit the ability of the Company
to, among other things, incur debt, incur liens, make
investments, or sell assets. The financial covenants require the
Company to maintain minimum consolidated earnings before
interest, taxes, depreciation and amortization and also includes
leverage and fixed charge coverage ratios. The Company
anticipates limiting capital expenditures to a range of $20 to
$30 million in 2002, which is within covenant limitations.

The Company does not anticipate any covenant violations during
2002. There can be no assurance, however, that the Company will
be able to comply with these or its other debt covenants or
that, if it fails to do so, it will be able to obtain amendments
to or waivers of such covenants. Failure of the Company to
comply with covenants contained in its debt instruments, if not
waived, or to adequately service debt obligations, could result
in a default under the Credit Facility. Any default under the
Company's debt instruments, particularly any default that
results in an acceleration of indebtedness or foreclosure on
collateral could have a material adverse effect on the Company.

Borrowings under the Credit Facility are secured by a first
priority security interest on assets of the Company and certain
of its subsidiaries, including a pledge of stock of certain
subsidiaries. In addition, certain subsidiaries of the Company
jointly and severally guarantee the obligations of
the Company under the Credit Facility.

In addition to its debt obligations, the Company leases
equipment, office space, computer equipment, and certain
terminal facilities under non-cancelable operating lease
agreements which expire in various years through 2007, and
leases certain terminal facilities under month-to-month leases.
The Company's minimal rental commitments, net of sub-lease
income, for 2002 total approximately $10.7 million dollars.


AMES DEPT: Fleet Seeks Stay Relief to Repossess Leased Equipment
----------------------------------------------------------------
Fleet Capital Leasing, successor in interest to BancBoston
Leasing Inc., asks the Court for an Order modifying the
automatic stay to permit Fleet to exercise all of its rights and
remedies with respect to its collateral for the indebtedness of
Ames Department Stores, Inc., and its debtor-affiliates to
Fleet, including the repossession and sale thereof, and to apply
the proceeds to such indebtedness.

Marc L. Hamroff, Esq., at Moritt Hock Hamroff & Horowitz LLP in
Garden City, New York, relates that on April 28, 1999, Fleet
Capital Leasing, Successor in Interest to BancBoston Leasing
Inc. and the Debtors, entered into a Master Agreement providing
conditions for the lease of certain equipment that would later
be identified in subsequent schedules.

Thereafter, on August 25, 1999 and November 29, 1999, Fleet and
the Debtor entered into 2 schedules identified as Lease Purchase
Schedule No. 1 - 46 and Lease Purchase Schedule No. 47 - 56 for
certain equipment. Pursuant to the Schedules, the Debtors are
obligated to make 60 consecutive monthly payments of $107,701.23
commencing September 1, 1999 and December 1, 1999 respectively,
and payable on the 1st day of each and every consecutive month
thereafter, for a total obligation of $5,393,746.80 plus
$1,068,327.00 totaling $6,462,073.80.

To date, Mr. Hamroff submits that the Debtors have failed to
make any adequate protection payments to Fleet despite requests
by counsel. Despite numerous requests for the Debtor to confirm
equipment locations, Fleet believes that Debtor has or may be
moving some of the Equipment. For these reasons, it is requested
that the Court grant the relief sought herein.

Mr. Hamroff contends that cause exists to modify the automatic
stay as Section 362(d)(1) of the Code provides that upon a
showing of cause, the stay can be modified. Clearly, with
respect to that portion of the Equipment, that is now stored in
a warehouse as because of store closings, the Debtor has no use
therefor, and the lack of use of the Equipment jeopardizes its
future value. Moreover, with respect to other portions of the
Equipment that have been moved in violation of Section 5.2 of
the Master Agreement, the stay should be modified due to Fleet's
interest and ability to protect and inspect its Equipment are
being compromised.

Mr. Harmoff adds that grounds to modify the stay as to all the
Equipment also exists. The facts of this case clearly provide
grounds, as to the "in place" Equipment, for modifying the
automatic stay to allow Fleet to pursue its rights regarding the
Equipment, including its repossession and sale.

At the present time, Mr. Hamroff explains that the in-place
value of the Equipment is approximately $2,269,120.002 which
continues to depreciate while Fleet maintains a claim of
approximately $3,011,933.39 plus $642,366.35 totaling
$3,654,299.75 on a present value basis as of September 1, 2001.
Thus, the Debtors maintain no equity in the Equipment and as
such, Section 362(d)(2)(A) is clearly satisfied.

Fleet submits that the equipment is not necessary for an
effective reorganization as it consists of certain point of sale
equipment. Mr. Hamroff argues that the Debtors' inability to
replace the Equipment or to obtain new financing for substitute
equipment, while not making post-petition payments to Fleet,
cannot be used as a good faith basis to assert compliance with
Section 362(d)(2)(B).

Mr. Hamroff informs the Court that the Debtors have failed to
make any payments for this Equipment since August 1, 2001, and
currently owe $753,908.61 representing monthly installments due
Fleet since August 1, 2001. Nor have the Debtors tendered
payment for these open amounts or made any offer to pay any
amounts whatsoever. As such, it is not reasonable to believe
that adequate protection payments in the form of post-petition
installments are likely to occur.

At a minimum, the Debtors must commence making adequate
protection payments in the amount of $89,895.78 per month on
Schedule 1 - 46 and $17,805.45 per month on Schedule 47 - 56 to
provide Fleet with adequate protection. Finally, as cause is not
limited to a lack of adequate protection, Mr. Hamroff asserts
that failure of the Debtors to take any action with respect to
this Equipment, as well as the lack of any harm to the Debtors
if Fleet is to recover its Equipment, constitutes cause to lift
the stay. (AMES Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ARMSTRONG HOLDINGS: Taps Reed Smith as Special Corporate Counsel
----------------------------------------------------------------
Nitram Liquidators, Inc., Armstrong World Industries, Inc., and
Desseaux Corporation of North America ask Judge Newsome to
approve their employment of Reed Smith LLP as special corporate
and Pennsylvania counsel to the Debtors, nunc pro tunc to
February 8, 2002.

The employment of JoEllen Lyons Dillon, Esq., now at Reed Smith,
was first described in the Debtors' application to employ
Buchanan Ingersoll in December 2000.  Ms. Dillon has represented
the Debtors for 14 years with respect to corporate and
securities matters, including strategic advice, legal analyses,
representation in negotiations, alternative dispute resolution
proceedings, litigation, and other general corporate work,
including the majority of the Debtors' acquisition, merger and
divestiture work.  The Debtors now ask Judge Newsome to approve
her continued employment through her new firm, Reed Smith, for
the same services.

The Debtors assure Judge Newsome that Reed Smith; Weil Gotshal &
Manges; Richards Layton & Finger; and Buchanan Ingersoll will
not provide duplicative services.  Rather, the firms will work
together to ensure the most economic and effective means for the
Debtors to be represented during these chapter 11 cases while
continuing to operate their businesses.

The Debtors list as examples of the professionals and
paraprofessionals who will be employed in these cases as:

              Name                          Hourly Rate
              ----                          -----------
       James Restivo                         $475
       Leo Hitt                              $455
       Paul Singer                           $425
       Frank Guadagnino                      $420
       Stephen Johnson                       $390
       Arlie Nogay                           $375
       James Barnes                          $360
       Hannah Thompson                       $290
       JoEllen Dillon                        $275
       Dave Franklin                         $270
       John Chapas                           $240
       Jonathan Lushko                       $160
       Linda Patten                          $120

Ms. Dillon states that her normal billing rate is $335; however,
she has discounted her rate to $275 for all professional
services provided to the Debtors.  Reed Smith's normal billing
rates for attorneys ranges from $160 to $545 per hour, and
paralegal rates range from $110 to $240 per hour, based on
experience.

The Debtors have not paid Reed Smith any monies during the year
prior to the Petition Date, nor is the firm owed any payments
with respect to prepetition fees or expenses.

Ms. Dillon avers to Judge Newsome that, as of February 8, 2002,
she left Buchanan Ingersoll to join Reed Smith as a partner.  
Upon approval of this application, Reed Smith will be
representing the Debtors in connection with the Henry/Ardex
motions.  Ms. Dillon had represented the Debtors in connection
with the divestiture of AWI's products installation division,
W.W. Henry Company, to Ardex, Inc. and Ardex America LLP, and is
therefore familiar with the facts and issues in dispute in those
motions.

Ms. Dillon discloses that Mellon Bank is a "significant client"
of Reed Smith; however, the Bank functions only as a trustee for
the Debtors' ESOP in these chapter 11 cases.  Further, Mellon
does not determine the manner in which the trustee is to act.  
Reed Smith has not and will not represent Mellon in relation to
these chapter 11 cases, or have any relationship with Mellon
that will be adverse to the Debtors  or these estates in
bankruptcy.  

Ms. Dillon concludes that as Reed Smith will not be representing
any former or present client in any matter adverse to these
estates or the Debtors, the firm meets the Bankruptcy Code's
standard for disinterestedness. (Armstrong Bankruptcy News,
Issue No. 19; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


ARTHUR ANDERSEN: Hires Gleacher to Review Restructuring Options
---------------------------------------------------------------
Larry J. Gorrell, Managing Partner-US, announced that Arthur
Andersen LLP had retained the investment bank Gleacher Partners
as its financial advisor.  Gleacher Partners will be advising
Arthur Andersen LLP on its strategic and restructuring
alternatives as it begins the process of implementing the many
structural and operational changes associated with the adoption
of the "Volcker Plan".

"We are pleased to have Gleacher by our side as our financial
advisor to assist us in conducting an orderly and thorough
evaluation of all our options for maximizing value for all of
our stakeholders, and we will move ahead with this initiative as
expeditiously as possible," said Mr. Gorrell.

Gleacher Partners is an internationally recognized investment
bank with offices in New York and London, and specializing in
strategic advice and transaction execution services principally
related to mergers and acquisitions, and corporate
restructurings. Since its inception in 1990, Gleacher Partners
has advised on over $250 billion of M&A and restructuring
transactions.


BRILLIANT DIGITAL: Harris Toibb Discloses 79.42% Equity Stake
-------------------------------------------------------------
As of March 8, 2002, Mr. Harris Toibb beneficially owned
59,537,257 shares of the common stock of Brilliant Digital
Entertainment, Inc., which consists of 3,866,451 shares of
common stock issued and held by Mr. Toibb.  Also included within
the 59,537,257 shares of common stock beneficially owned by Mr.
Toibb are (a) 31,601,950 shares that may be acquired upon the
exercise of the 2001 Warrants held by Mr. Toibb, (b) 19,025,992
shares that may be acquired upon the conversion of all interest    
and principal amount presently outstanding under the Notes and
(c) 5,042,864 shares that may be acquired by Mr. Toibb upon
exercise of the 2002 Warrants. Mr. Toibb's ownership will
represent 79.42% of common stock that will be issued and
outstanding upon conversion of the Notes, and the exercise of
the 2001 Warrants and the 2002 Warrants as of March 8, 2002.  
Mr. Toibb has sole voting and dispositive power over the shares.  
His principal occupation is real estate development and personal
investments.

Mr. Toibb entered into a common stock and Warrant Purchase
Agreement between himself and Brilliant Digital Entertainment
dated March 7, 2002 pursuant to which Mr. Toibb purchased
2,836,611 shares of common stock at a price of $0.1322 per share
and acquired warrants to purchase 5,042,864 shares of common
stock at an exercise price of $0.1487 per share. The March 2002
Warrants are exercisable any time after June 7, 2002 until May
23, 2004.

Harris Toibb utilized personal funds for the purchase of the
common stock and will utilize personal funds to exercise the
March 2002 Warrants. The common stock and March 2002 Warrants
were purchased directly from the Company in a transaction not
involving a public offering.

Previously, Mr. Toibb entered into a Note and Warrant Purchase
Agreement between Brilliant Digital Entertainment and himself,
as purchaser, dated April 19, 2001, as amended on May 23, 2001
and December 19, 2001, which contemplated the purchase of a
secured convertible promissory note in the amount of $2,000,000
convertible, at any time, initially into 2,832,861 shares of
common stock, due November 10, 2002 bearing interest at the rate
of 10% per annum together with warrants initially to purchase
2,522,068 shares of common stock at an aggregate exercise price
of approximately $2,000,000 which warrants were immediately
exercisable for a term of three (3) years.

The April 2001 Purchase Agreement required funding of the
Secured Convertible Promissory Note as follows: 5% of the
principal amount on May 23, 2001, 10% of the principal amount on
June 12, 2001, and 85% of the principal amount on June 29, 2001.
Mr. Toibb utilized personal funds for such purchases. Pursuant
to the April 2001 Purchase Agreement, the April 2001 Secured
Convertible Promissory Note and the April 2001 Warrants were
purchased directly from the Company in a transaction not
involving a public offering.

The April 2001 Purchase Agreement and the April 2001 Warrants
were amended on December 19, 2001. The parties agreed to amend
certain terms of the April 2001 Purchase Agreement and the April
2001 Warrants, including the conversion and exercise price.
Pursuant to the terms of the Amendments, the investment amount
would be convertible at a price per share equal to the lesser of
(i) $0.20 and (ii) the volume weighted average price of a share
over any 5 consecutive trading days during the term and the
April 2001 Warrants would be exercisable at a price equal to the
Conversion Price multiplied by 112.5%.

Also, previously, Mr. Toibb entered into a Note and Warrant
Purchase Agreement between Brilliant Digital Entertainment and
himself, as purchaser, dated December 19, 2001, which
contemplated the purchase of a secured convertible promissory
note in the amount of $350,000 convertible, at any time,
initially into 1,750,000 shares of common stock, due November
10, 2002 bearing interest at the rate of 10% per annum together
with warrants initially to purchase 3,111,111 shares of common
stock which are exercisable beginning in March, 2002 for a term
of approximately two (2) years. The conversion price for the
December 2001 Secured Convertible Promissory Note is the
Conversion Price and the exercise price for the December 2001
Warrants is 112.5% multiplied by the Conversion Price.

The December 2001 Purchase Agreement required funding of the
December 2001 Secured Convertible Promissory Note as follows:
$166,333.33 on or about December 20, 2001, $93,333.33 on or
about January 2, 2002 and $93,333.34 on or about February 1,
2002. Mr. Toibb has funded such amounts and utilized personal
funds in connection therewith. Pursuant to the December 2001
Purchase Agreement, the December 2001 Secured Convertible
Promissory Note and the December 2001 Warrants were purchased
directly from the Company in a transaction not involving a
public offering.

As of December 19, 2001, the total number of shares of common
stock issuable to Mr. Toibb upon the conversion of the April
2001 Secured Convertible Promissory Note and the December 2001
Secured Convertible Promissory Note and the exercise of the
April 2001 Warrants and December 2001 Warrants  was 33,128,889.
As of March 8, 2002, because of changes in the Conversion Price
resulting from changes in the weighted average share price of
Brilliant Digital Entertainment's common stock and the
accumulation of interest on the Notes, the total number of
shares of common stock issuable to Mr. Toibb upon the conversion
of the Notes and the exercise of the 2001 Warrants was
50,627,942.

Mr. Toibb purchased the common stock and March 2002 Warrants for
investment purposes and if the March 2002 Warrants are exercised
in whole or in part, Mr. Toibb presently intends the common
stock acquired thereby to be for investment purposes.  He also
purchased the Notes and the 2001 Warrants for investment
purposes and, if the Notes are converted into common stock, in
whole or in part, and/or if the 2001 Warrants are exercised in
whole or in part, Mr. Toibb presently intends the common stock
acquired thereby to be for investment purposes.

The April 2001 Purchase Agreement and the December 2001 Purchase
Agreement provide that under certain circumstances arising upon
the occurrence of certain events of default described therein,
remedies include Mr. Toibb having the opportunity to acquire all
or substantially all of the assets of Brilliant Digital
Entertainment on terms described therein.

The exercise price on the 2001 Warrants and conversion price on
the Notes fluctuate based upon the five day weighted average
share price of Brilliant Digital Entertainment's common stock.
Thus, the amount of shares that Mr. Toibb may ultimately be
entitled to own will increase to the extent the share price
decreases. The figures herein are based upon share price
information as of March 8, 2002.

Brilliant Digital Entertainment, Inc. (Amex: BDE) is a leading
developer of real-time 3D technology for rich media content
creation, distribution and ad serving for the Internet.
At September 30, 2001, the company had a total shareholders'
equity deficit of about $4.4 million.


CAREMARK RX: Improved Finances Prompt S&P to Raise Low-B Ratings
----------------------------------------------------------------
On April 2, 2002, Standard & Poor's raised its corporate credit
on pharmacy benefit manager Caremark Rx Inc. to 'BB+' from 'BB';
at the same time, Standard & Poor's raised its other ratings on
the company's bank loan, long-term debt and convertible
preferred securities. Rating outlook is positive.

The near-investment grade ratings reflect the Birmingham,
Alabama-based pharmacy benefit manager's (PBM) solid financial
performance, improving financial flexibility, and strong
position in the growing PBM sector, partially offset by the
continued fierce competition in the industry.

Caremark is the fourth largest independent PBM (counting the
planned future spin-off of Merck-Medco by Merck), based on lives
covered, drug-spend managed, and prescriptions processed. Its
large size enables Caremark to negotiate favorable drug
discounts with pharmaceutical companies and offer those savings
to its clients.

More importantly, Caremark has one of the largest and most
efficient mail-order pharmacy services in the industry. Its
mail-order prescription penetration rate at 22% is much higher
than that of its rivals, Express Scripts at 8%, and AdvancePCS
at 2%. Mail-order prescriptions yield a higher margin than
retail-network prescriptions and enable Caremark to have more
influence on the market share of drugs, which, in turn,
increases Caremark's leverage in negotiating rebates with
pharmaceutical manufacturers. Furthermore, Caremark's margins
are also enhanced by its CTS unit, which is one of the largest
specialty pharmaceutical handling businesses in the U.S. Indeed,
Caremark's net margin percentage is more than twice as much as
that of other major PBMs.

Caremark's growing funds from operations has given the company
an increased level of financial flexibility. The company has
cash on hand of nearly $160 million, as well as $288 million
available under its senior secured credit facility due 2005.
Funds from operations to debt is a healthy 30%.

Nevertheless, Caremark must continue to compete against much
larger companies, such as AdvancePCS and an independent Merck-
Medco. Caremark also is slightly more levered than its peers.
Caremark's total debt to EBITDA is nearly 2.7 times, versus 2x
to 2.4x for to its peer group.

                         Outlook

Given the company's solid prospects for continued strong
earnings and cash flows, Caremark has increased financial
flexibility to conduct a limited acquisition program. Management
has publicly stated that it expects to be acquisitive in further
building its specialty pharmaceutical distribution business.
However, Standard & Poor's expects that such acquisitions will
be relatively limited in size, given the fragmented specialty
pharmaceutical distribution market, and conservatively financed.
Continued growth of Caremark's cash flows and significant debt
reduction may lead to a ratings upgrade within the next couple
of years.


COMDISCO INC: Has Until August 8 to Remove Prepetition Lawsuits
---------------------------------------------------------------
Comdisco, Inc., and its debtor-affiliates obtained the Court's
approval of a third extension of their time to remove
prepetition lawsuits against the Company to the Northern
District of Illinois for continued litigation.

Specifically, the Debtors' the removal period has been extended
to and including:

  (a) August 8, 2002, or

  (b) 30 days after entry of an order terminating the automatic
      stay with respect to any particular action sought to be
      removed. (Comdisco Bankruptcy News, Issue No. 23;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)   


COMDISCO: Selling Healthcare Leasing Assets to a GE Capital Unit
----------------------------------------------------------------
Comdisco, Inc. (NYSE: CDO) announced that it has agreed to sell
certain of its healthcare leasing assets in the United States to
GE Capital's Healthcare Financial Services unit. GE Capital is
the financial services unit of the General Electric Company
(NYSE:GE). The agreement is subject to approval by the U.S.
Bankruptcy Court for the Northern District of Illinois at a
hearing scheduled for April 18, 2002. The Court approval process
is subject to higher or otherwise better offers.

Under the terms of the agreement, GE Capital Healthcare
Financial Services will pay Comdisco approximately $165 million
for the purchased assets, including the assumption of
approximately $45 million in related secured debt. If approved,
the sale is expected to close by May 31, 2002.

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

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

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

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


CONTINENTAL AIRLINES: S&P Affirms BB- Rating over Weak Results
--------------------------------------------------------------
Standard & Poor's affirmed its 'BB-' corporate credit rating on
Continental Airlines Inc. and places it on CreditWatch Negative.

The rating on Continental Airlines reflects continued risks
relating to the adverse airline industry environment, a heavy
burden of debt and leases, and still limited financial
flexibility, which outweigh the advantages of the company's
better-than-average operating performance and its modern fleet
of aircraft. Continental, the fifth-largest U.S. airline, serves
markets mainly in the southern and eastern U.S. from hubs at
Houston, Texas; Newark, New Jersey; and Cleveland, Ohio.
International routes serve the central Pacific, Japan, Mexico
and Latin America, and Europe. Continental's domestic code-
sharing and frequent flyer program alliance with Northwest
Airlines Inc. forms a domestic route network the size of which
approaches those of the three largest U.S. airlines (American
Airlines Inc., United Air Lines Inc., and Delta Air Lines Inc.)

Continental reported a 2001 net loss of $266 million before
special items ($95 million as reported), smaller losses than
those of other major airlines, excepting Southwest Airlines Co.
Continental ended the year with $1.1 billion of cash. Management
is targeting year-end cash of about $1.5 billion as a result of
forecast positive operating cash flow starting in the second
quarter of 2002 and the fact that remaining 2002 aircraft
deliveries have financing arranged. Accordingly, Continental's
financial flexibility, while still constrained, has improved
materially since mid-September 2001.

Continental faces contract negotiations with its mechanics,
whose contracts are amendable, and pilots, whose contracts
become amendable in October 2002. Despite the weak airline
environment, labor costs will likely rise over time as
Continental follows through on its stated policy of paying
"industry standard" wages while maintaining a relative advantage
in work rules and productivity. The risk of operational
disruption during labor negotiations is considered less than at
other airlines, given the company's positive labor relations and
the adverse economy.

                         Outlook

Earnings and cash flow are expected to recover steadily through
2002, but a renewal of terrorist attacks or recession would pose
a serious setback for U.S. airlines and would likely prompt a
downgrade of Continental.

DebtTraders reports that Continental Airlines' 8.00% bonds due
2005 (CAL05USR1) are last quoted at a price of 90.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CAL05USR1for  
real-time bond pricing.


CONTINUCARE: Dr. Phillip Frost Resigns as Board's Vice Chairman
---------------------------------------------------------------
Continucare Corporation (AMEX:CNU), a leader in the fields of
third party management of medical risk and home healthcare
services in the Florida market, reported that Dr. Phillip Frost
has resigned his position as Vice Chairman of the Board of
Directors. "It is with the deepest gratitude and respect that we
accept Dr. Frost's resignation from the board," said Spencer J.
Angel, President and Chief Executive Officer of Continucare.
"Dr. Frost has been a guiding force behind the restructuring of
Continucare. He has single handedly provided Continucare with
the courage and vision to once again stand in the community as a
leader."

Additionally, Continucare announced that Neil Flanzraich, Vice
Chairman and President of IVAX had been elected to fill the
position of the board that had been vacated by Dr. Frost. "We
welcome Neil to the board and look forward to his counsel," said
Spencer J. Angel. "Neil is a sophisticated businessman and we
are honored to have him on the Board of Directors of
Continucare."

Mr. Flanzraich has served as Vice Chairman and President of IVAX
since 1998 and as a Director of IVAX since 1997. He was a
shareholder and served as Chairman of the Life Sciences Legal
Practices Group of Heller Ehrman White & McAuliffe from 1995 to
1998. From 1981 to 1994, he served as Senior Vice President and
member of the corporate Operating Committee at Syntex
Corporation.

Continucare Corporation, headquartered in Miami, Florida, is a
holding company with subsidiaries engaged in the business of
third party management of medical risk by providing outpatient
healthcare services through managed care arrangements and home
healthcare services.

At December 31, 2001, Continucare's total current liabilities
eclipsed its total current assets by about $5 million.


CORECOMM LTD: Posts Better EBITDA Results after Recapitalization
----------------------------------------------------------------
CoreComm Limited (NASDAQ: COMM) announced its operating results
for the year ended 2001.

In 2001, the Company responded successfully to the challenges in
the telecommunications industry and financial markets and had
many significant achievements, both operationally and
financially. Operationally, the Company embarked in early 2001
on a significantly revised business plan, designed to increase
profitability and focus on its most efficient and profitable
businesses. By the end of the year, $140 million in annualized
expenses were eliminated and the Company reached EBITDA positive
in the fourth quarter. Financially, the Company commenced a
recapitalization effort in 2001, designed to reduce debt and
other cash obligations. By the end of 2001, the Company had
successfully recapitalized approximately $600 million of debt
and preferred stock, and had eliminated more than $100 million
of other liabilities and future obligations. Throughout the year
and concurrent with these achievements, the Company continued to
expand its product lines, to add new customers and to improve
the overall quality of the service. CoreComm ended the year with
approximately 400,000 total customers.

Thomas Gravina, Chief Executive Officer of CoreComm said, "2001
was a remarkable year for the Company. We began the year by
raising $90 million in an extremely difficult financing
environment and announced our revised business model. This
business model focuses the Company on its most profitable voice
and data products, with a strong regional presence in the Mid-
Atlantic and Mid-West, where our customers are densely
concentrated. Through our focused execution of the revised
business plan throughout the year, we successfully achieved
substantial cost savings, while growing revenues in targeted
areas and continuing to implement initiatives to enhance the
quality of our customers' experience.

"As a result, we are pleased to announce that the Company
reached EBITDA positive in the fourth quarter. This represents
the fourth consecutive quarter of improved EBITDA results. In
the fourth quarter, our EBITDA (before corporate expenses) was
$1.9 million, compared to losses of $1.3 million in the third
quarter, $7.8 million in the second quarter and $22.2 million in
the first quarter. We are now focused on maintaining the current
positive trend in our results and believe that the Company is in
a position to continue to generate additional positive EBITDA
growth and become cash flow positive by the end of 2002.

"In addition to our successful operating results, we also
completed a substantial recapitalization of the Company's
financial liabilities. We successfully reached agreement with
note and preferred stock holders to recapitalize approximately
$600 million of debt and preferred stock. We also successfully
negotiated with existing vendors and improved the terms of
existing payables, eliminating more than $100 million of
liabilities and future obligations while at the same time
expanding our network and product capabilities. These were
tremendous wins for the Company. These transactions have allowed
us to create a more efficient and appropriate capital structure,
which will not only enable us to compete more effectively in our
growing industry, but will also put us in a position to be
involved in future strategic developments in our sector. We
continue to believe that the long-term fundamentals of our
businesses are strong, and that the Company is now poised to
exploit the many opportunities before us.

"We look forward to building on the significant progress the
Company made during 2001. With a revised capital structure and
continued execution of our business model, we plan to take
advantage of the strong demand for our voice and data services
offerings in both the commercial and residential markets. We
remain confident in our ability to continue to drive
profitability, and look forward to another successful year in
2002. Many thanks to our customers and vendors for their
support, and to our senior management team and associates for
their highly effective leadership and tremendous results in
2001."

The components of EBITDA as defined by the Company are set forth
in the results summarized under the heading "Full Year Financial
Results." This definition is consistent across the periods
referred to in this release.

                    Recapitalization Overview

On December 31, 2001, the Company announced that it had
completed the first phase of the previously announced program to
recapitalize a significant portion of its debt. During the first
phase of the recapitalization, the following securities were
exchanged for approximately 87% of the equity in the
recapitalized company: 100% of the Company's $105.7 million of
Senior Notes; 97% ($160 million) of the Company's $164.75
million of 6% Convertible Subordinated Notes; 64% ($28 million)
of the Company's $43.7 million in Senior Convertible Notes; and
100% of the Company's approximately $300 million in Preferred
Stock.

The only remaining debt obligations of the recapitalized company
are its $156.1 million credit facility, $16.2 million in Senior
Convertible Notes, and approximately $9.9 million in capital
leases; there is no preferred stock outstanding. CoreComm
Limited also has $4.75 million principal amount of its 6%
Convertible Subordinated Notes held by third parties
outstanding.

As a result of the completion of the first phase of the
recapitalization, CoreComm Limited now owns approximately 13% of
CoreComm Holdco, the recapitalized company. As part of the
second phase of the recapitalization, on February 8, 2002,
CoreComm Holdco launched registered public exchange offers
whereby it is offering to exchange shares of CoreComm Holdco
common stock to all holders of CoreComm Limited common stock and
to all remaining holders of 6% Convertible Subordinated Notes
for their common stock and notes, respectively.

In conjunction with Financial Accounting Standard No. 121 and
the completion of the first phase of the recapitalization, the
Company recorded preliminary asset impairment charges of
approximately $201 million in the fourth quarter of 2001. The
Company is in the process of reviewing the recoverability of its
goodwill and long-lived assets. This review indicates that the
carrying value of certain assets will not be recoverable. During
1999 and 2000, acquisitions were made against a background of
increasing consolidation and record valuations in the
telecommunications industry. The declining value of assets in
the telecommunications sector is reflected in these write-downs.
This analysis has not been completed and these write-downs may
be adjusted prior to filing the CoreComm Limited Form 10-K for
2001.

In connection with the recapitalization, Nasdaq has informed us
that it will treat CoreComm Holdco as a successor to CoreComm
Limited following the successful exchange offer and related
transactions. As a result, CoreComm Holdco will become the
Nasdaq listed entity and will be subject to the requirements of
the Nasdaq for maintaining its continued listing.

                      Operating Highlights

The Company commenced and successfully executed a revised
business plan in 2001. The Company focused on its most
profitable markets and products and implemented many operating
initiatives, which led to significant improvements to the
financial results. The successful operating initiatives included
facility consolidation, efficiency improvements, elimination of
less profitable products, network optimization, headcount
reduction, and vendor negotiations. The Company expects these
initiatives to continue to drive positive financial results as
the Company continuously monitors all areas of its business for
additional profitability and revenue growth going forward.

This plan culminated in the Company's first quarter of EBITDA
positive results in the fourth quarter of 2001. The fourth
quarter of 2001 marked the fourth consecutive quarter of
significantly improved profitability and operating efficiencies.

As part of this plan, during 2001, the Company also announced
new revenue initiatives centered around its two most promising
and successful product offerings: the first is integrated
communications products and other high bandwidth/data/web-
oriented services for the business market; the second is bundled
local telephony and Internet products efficiently sold, serviced
and provisioned via Internet-centric interfaces to the
residential market. The Company also plans to drive revenue
growth by capitalizing on efficient opportunities in additional
markets. For example, using existing facilities, the Company has
recently launched business communications service to several
markets in the Great Lakes region and residential service in the
East.

The Company has also continued its discussions with vendors
regarding the terms and conditions of its various vendor
arrangements. These discussions have been focused on improving
present and future contract terms, reducing or eliminating
current payable balances, expanding our network, and developing
new product lines. The Company has been successful in these
discussions to date, particularly with the many vendors that
wish to maintain an ongoing successful relationship with the
Company.

In conjunction with these initiatives, the Company has recorded
reorganization charges in 2001 of $37.4 million, which will be
detailed further in our annual report.

                         Other Initiatives

The Company has recently announced other advancements and
examples of the many successful customer relationships that it
has established:

     - The Company completed the construction of its
Presidential Command Center, a state-of-the-art facility
designed to help proactively monitor the Company's entire
network throughout its East Coast footprint. The Command Center
gives the Company vision into all parts of its voice and data
network supporting Internet, Web Hosting, Private Line, Frame
Relay and ATX CoreConnect(sm) Integrated Access customers by
monitoring their network and other services, as well as allowing
the Company to quickly respond to connectivity and CPE (Customer
Premise Equipment) device issues.

     - The Company has renewed its relationship with Apple
Vacations, continuing the strategic partnership that began in
1999. The Company will continue to provide Apple Vacations with
international long distance and wireless services, and will be
Apple Vacations' local and long distance provider for the
corporate headquarters in Newtown Square, Pennsylvania, and its
office in Elk Grove Village, Illinois. The Company will also be
providing inbound toll-free service for Apple Vacations' call
centers. Additionally, the Company will be offering its voice
and data services to Apple's network of over 7,000 travel
agencies throughout the country that market Apple Vacations.

     - The Company continued to be recognized by The Business
Journal of Milwaukee for its success as an Internet Service
Provider. CoreComm was recently named as the largest ISP in the
Greater Milwaukee area. The Company has held this same position
for the past two years (previously under the names of
Voyager.net and ExecPC).

     - The Company signed a two-year agreement with SP
Industries to provide Internet and interexchange and local
exchange carrier voice services. The Company will also be
connecting SP Industries' offices through a frame relay network.

     - The Company extended its relationship with Public
Financial Management ("PFM"), a customer since 1997, for the
third consecutive term. The Company is connecting 17 PFM
locations nationwide through a frame relay network.

     - The Company renewed its strategic partnership with the
New Jersey Technology Council (NJTC) for an additional two
years. The Company will continue as the NJTC-endorsed "Preferred
Provider" of voice and data solutions -- a distinction it has
held since 1999 -- to the association's approximately 1,300
member companies. The Company also continued its strategic
marketing alliance with the Eastern Technology Council, a
relationship that began in 1997; the Company currently has
hundreds of member companies as customers.

     - The Company renewed its relationship with Commonwealth
Bank, a customer since 1991. The Company is providing dedicated
and switched interexchange carrier services for 60 of
Commonwealth's locations in the Greater Philadelphia region,
including its headquarters in Norristown, Pennsylvania.
Additionally, multiple sites are supplied with broadband
Internet connectivity. The Company has also implemented a backup
network for Commonwealth for redundancy purposes and disaster
recovery.

     - The Company continued to deliver bandwidth and network
services to Harley-Davidson Motor Co. (NYSE: HDI) in the Great
Lakes region.

     - The Company launched its suite of Managed Services
products which includes Managed Security Solutions, Managed
WANs, Managed Web Hosting, and Hosted Microsoftr Exchange. The
solutions are bundled with traditional voice and data products
and are designed to increase network performance and
availability and reduce IT Staffing costs for customers. The
Company has already secured agreements with various customers
for Managed Services, ranging from regional IT organizations to
notable firms in local industries.

     - The Company expanded the integrated Internet, voice and
frame relay solution that it provides to National Paintball
Supply, the world's largest paintball products distributor and a
customer since 1996. The Company implemented a robust, broadband
solution for National Paintball Supply, enabling live video
streaming that allows web users to watch live coverage of
paintball tournaments around the globe.

                         Other Developments

Recapitalization Plan

By early December 2001, CoreComm Limited entered into agreements
with numerous holders of its 6% Convertible Subordinated Notes
due 2006, whereby the holders agreed, among other things, to
exchange their notes for the amount of the October 1, 2001
interest payment of approximately $4.8 million in the aggregate,
and shares of Holdco common stock as part of a restructuring
plan. The exchange was completed in December 2001, including the
payment of the approximately $4.8 million to such noteholders.

In December 2001, both CoreComm Holdco and CoreComm Limited
entered into an exchange agreement with:

     (1) Holders of 10.75% Unsecured Convertible PIK Notes due
2011 and 10.75% Senior Unsecured Convertible PIK Notes due 2010,
both of which were a joint obligation of CoreComm Limited and
CoreComm Holdco, in the initial principal amounts of $10 million
and $16.1 million, respectively;

     (2) Holders of Senior Unsecured Notes due 2003 of CoreComm
Limited in the principal amount of $105.7 million; and

     (3) Holders of all of the preferred stock of CoreComm, with
an aggregate liquidation value $300 million.

The exchange agreement provided for the security holders to
exchange their securities for shares of CoreComm Holdco common
stock as part of the recapitalization. In December 2001, the
credit agreement governing the senior secured facility was
amended to permit the recapitalization to occur.

By December 28, 2001, the first phase of the recapitalization
was completed. As a result, the only material asset of CoreComm
Limited is its current approximate 13% interest in CoreComm
Holdco. Following the completion of the second phase of the
recapitalization, CoreComm Limited will become a subsidiary of
CoreComm Holdco, and CoreComm Limited will have no material
assets.

                       Management Changes

The Company also recently announced that it had named Thomas
Gravina as President and Chief Executive Officer and named
Michael A. Peterson as Executive Vice President, Chief Operating
Officer and Chief Financial Officer. Barclay Knapp has become
Chairman of the Board and George Blumenthal has become Chairman
Emeritus. Gravina and Peterson have also joined CoreComm
Holdco's Board of Directors. In addition, the Board of Directors
of CoreComm Holdco has elected as a director Ralph H. Booth II,
who is the Chairman and Chief Executive Officer of Booth
American Company. Booth American Company made investments in the
Company in 2000 and 2001. Gregg N. Gorelick has been promoted to
Senior Vice President - Controller and Treasurer. Alan Patricof
and Warren Potash will continue to serve on the Board of
Directors.

                         Year End Audit

As a result of the completion of the first phase of the
recapitalization as described above, currently the only material
asset of CoreComm Limited is its approximate 13% interest in
CoreComm Holdco. Following the completion of the second phase of
the recapitalization, CoreComm Limited will become a subsidiary
of CoreComm Holdco, and CoreComm Limited will have no material
assets. Given these and other facts, the auditors of CoreComm
Limited will include a going concern explanatory paragraph in
their audit report for CoreComm Limited for the year ended
December 31, 2001.

CoreComm Holdco expects to receive a "clean" opinion from its
outside auditors and thus the audit report of CoreComm Holdco
will not contain such a going concern paragraph as it is
anticipated that CoreComm Holdco will be able to meet its
obligations as they become due with cash on hand and funds from
operations during 2002.

Under the exchange offers, those shareholders and noteholders
who exchange their current shares and notes of CoreComm Limited,
respectively, will receive shares of CoreComm Holdco, and would
no longer have securities of CoreComm Limited.

                         Nasdaq Listing

On February 14, 2002, CoreComm Limited received written
notification from Nasdaq indicating that CoreComm Limited failed
to comply with the minimum market value of publicly held shares
and minimum bid price requirements for continued listing on the
Nasdaq National Market and that it would have until May 15, 2002
to regain compliance. If the restructuring plan is not
successfully completed and the Company does not regain
compliance by this date, Nasdaq stated that it will then provide
the Company written notification that its common stock will be
delisted from the Nasdaq National Market. If CoreComm Limited
common stock is delisted from the Nasdaq National Market, shares
may trade in the Nasdaq Small Cap Market or the over-the-counter
market and price quotations may be reported by other sources.
The extent of the public market for the shares of CoreComm
Limited common stock and the availability of quotations for
shares of CoreComm Limited common stock would, however, depend
upon the number of holders of shares remaining at that time, the
interest in maintaining a market in shares of the common stock
on the part of securities firms, the possible termination of
registration of the shares under the Securities Exchange Act of
1934, and other factors.


ENRON CORP: Gets Okay to Make Additional $5MM Severance Payments
----------------------------------------------------------------
Judge Gonzalez authorizes Enron Corporation and its debtor-
affiliates to make additional severance payments in the
aggregate gross sum of $5,000,000 (less withheld employee
payroll taxes) in respect of former employees' claims.  The
Court emphasizes that the Additional Severance Payment must be
equally divided among those former employees who -- as of March
8, 2002 -- have been paid up to $4,500 pursuant to prior Court
orders.  The Court will convene a hearing on April 2, 2002 at
12:00 noon to consider other disputed issues between the former
Enron Employees and the Debtors. (Enron Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FC CBO LTD: S&P Slashes 2nd Priority Senior Notes Rating to B  
-------------------------------------------------------------
Standard & Poor's lowered its rating on the second priority
senior notes (current balance $92.5 million) issued by FC CBO
Ltd., an arbitrage CBO transaction originated in 1997, to
single-'B' from triple-'B'.  At the same time, the double-'A'
rating assigned to the senior notes (current balance $763.222
million) issued by FC CBO Ltd. is affirmed.

The lowered rating on the second priority senior notes reflects
factors that have negatively affected the credit enhancement
available to support the rated notes since the transaction was
originated in June of 1997, including par erosion of the
collateral pool securing the rated notes and deterioration in
the credit quality of the performing assets within the pool.

The rating affirmation on the senior notes was based on credit
enhancement afforded the senior notes by the
overcollateralization available to support the notes and the
overall credit quality of the assets within the collateral pool.

Standard & Poor's noted that $118.4 million (or 12.98%) of the
assets currently in the collateral pool come from obligors rated
'D' or 'SD', and that another $11.6 million (or 1.28%) come from
obligors rated double-'C', considered highly vulnerable to
default.  As a result of asset defaults, the
overcollateralization ratios for the transaction have
deteriorated in recent months.  As of the Feb. 10, 2002, monthly
report, both of the transaction's overcollateralization ratio
tests were failing: the senior par value test, with a ratio of
112.1% versus its minimum required ratio of 120%, and the second
priority senior notes par value test, with a ratio of 99.52%
versus its minimum required ratio of 109.5%.  Defaulted assets
within the portfolio are carried at zero value for purposes of
calculating the transaction's overcollateralization ratios.

The credit quality of the collateral pool has also deteriorated
since the transaction was originated.  Currently, $147.18
million (or 18.6%) of the performing assets in the collateral
pool come from obligors with ratings on CreditWatch with
negative implications, and $50.18 million (or approximately
5.5%) of the performing assets come from obligors with ratings
in the triple-'C' range.

Standard & Poor's has reviewed the results of current cash flow
runs generated for FC CBO Ltd. to determine the level of future
defaults the rated tranches can withstand under various stressed
default timing and interest rate scenarios, while still paying
all of the interest and principal due on the notes.  After
comparing the results of these cash flow runs with the projected
future default performance of the performing assets currently in
the collateral pool, Standard & Poor's determined that the
rating previously assigned to the second priority senior notes
was no longer consistent with the credit enhancement available,
resulting in the lowered rating.  Standard & Poor's will
continue to monitor the performance of the transaction to ensure
that the ratings assigned to the notes remain consistent with
the credit enhancement available.


FLOWSERVE CORP: Commences Public Offering of 8 Million Shares
-------------------------------------------------------------
Flowserve Corp. (NYSE:FLS) announced it has commenced a public
offering of common stock.

The company plans to issue 8.0 million shares of common stock,
or 9.2 million shares if the underwriters fully exercise the
over-allotment option granted to them by the company.

The company plans to use the net proceeds of the offering to
fund a portion of the purchase price associated with the
company's pending acquisition of Invensys plc's flow control
division, which was announced on March 22, 2002. In the event
the company does not complete this pending acquisition under the
definitive purchase agreement, the net proceeds of the offering
will be used to repay outstanding indebtedness under the
company's existing senior credit facilities.

The joint lead bookrunning managers of the offering are Credit
Suisse First Boston and Merrill Lynch & Co. The co-managers of
the offering are Banc of America Securities and Bear, Stearns &
Co.

A shelf registration statement with respect to these securities
has been declared effective by the Securities and Exchange
Commission. A preliminary prospectus supplement with respect to
the proposed offering has been filed with the SEC.

This news release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The offering may be
made only by means of a prospectus and related prospectus
supplement, copies of which may be obtained from Credit Suisse
First Boston Corporation, Eleven Madison Avenue, Prospectus
Department, New York, NY 10010-3629 (tel. 212/325-2580) and
Merrill Lynch & Co., 4 World Financial Center, New York, NY
10080.

More information about Flowserve Corp. can be obtained by
visiting the company's Web site at http://www.flowserve.com  

Flowserve Corp. is one of the world's leading providers of
industrial flow management services. Operating in 30 countries,
the company produces engineered and industrial pumps for the
process industries, precision mechanical seals, automated and
manual quarter-turn valves, control valves and valve actuators,
and provides a range of related flow management services.

As reported in the March 28, 2002 edition of Troubled Company
Reporter, Standard & Poor's revised its outlook on Flowserve
Corp. to stable from positive. At the same time, Standard &
Poor's affirmed its 'BB-' corporate credit rating on the
company.

The outlook revision is based on the company's announcement that
it reached an agreement to acquire the Flow Control Division
(IFC) from Invensys for $535 million. Although a significant
portion of the purchase price will be funded through public
issuance of equity, so that the company's leverage will remain
at about the same level as prior to the acquisition, and the
business position is improved, the pace of improvement in the
financial profile will likely be reduced from previous
expectations and there will be some integration costs and risks.

The ratings on Flowserve reflect elevated financial risk and
high debt levels (partly from the recently announced purchase,
but primarily due to the August 2000, $775 million acquisition
of Ingersoll-Dresser Pump Co.; IDP). These factors are somewhat
offset by substantial, defensible shares of competitive markets.
The IFC purchase adds a number of valve products and makes the
company the second largest valve producer worldwide.


GLOBAL CROSSING: Can't Beat Form 10-K Filing Deadline
-----------------------------------------------------
Global Crossing announced that the filing with the Securities
and Exchange Commission of its annual report on Form 10-K for
the fiscal year ended December 31, 2001 will be delayed.

In a filing Tuesday with the Securities and Exchange Commission,
Global Crossing stated that its independent public accountants,
Arthur Andersen, have informed Global Crossing that they will
not be able to deliver an audit report with respect to the
financial statements contained in the Form 10-K report until the
completion of an investigation by a special committee of its
board of directors into allegations made by a former employee
regarding Global Crossing's accounting and financial reporting
practices.  In recognition of this fact, and in light of the
demands of the bankruptcy process and ongoing governmental
investigations, Global Crossing has not yet completed its
preparation of the disclosures required in the annual report.  
Until the disclosures are completed and the audit report is
received, Global Crossing will be unable to file the Form 10-K
report.

On January 28, 2002, Global Crossing and certain of its
affiliates (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York and coordinated
proceedings in the Supreme Court of Bermuda.  Today Global
Crossing announced that it intends to make available to the
public the monthly reports of financial operations it is
required to file with the bankruptcy court on an ongoing basis.  
The first such report, covering the month of February 2002, is
expected to be filed the week of April 8, 2002.

Global Crossing continues to work with creditors and potential
investors to develop a plan of reorganization with the
bankruptcy court.  Global Crossing does not expect that any such
plan, if and when approved by the court, would include a capital
structure in which existing common or preferred equity would
retain any value.

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

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

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

DebtTraders reports that Global Crossing Holdings Ltd's 9.625%
bonds due 2008 (GBLX3) are last quoted at a price 2.125. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX3for  
real-time bond pricing.


GOLF TRUST: Posts Estimated Range of Liquidating Distributions
--------------------------------------------------------------
Golf Trust of America, Inc. (AMEX: GTA) announced that based on
an updated analysis by its financial advisors, Golf Trust
currently estimates that its common stockholders will ultimately
receive between $6.01 and $9.43 per share in liquidating
distributions.

Golf Trust currently expects that its first liquidating
distribution to common stockholders will be paid shortly after
Golf Trust liquidates its final asset, which will likely be at
least 12 months and possibly 24 months or more from now. These
projected payments are lower and later than Golf Trust's
original estimates from April 2001.

"All of our golf course dispositions to date, considered in the
aggregate, have been within our originally estimated sales price
range," explained Golf Trust's president W. Bradley Blair, II.
"However, we currently expect to fall short of the originally
projected distribution range as a result of the numerous lease
and mortgage payment defaults we have experienced over the past
12 months. We have also experienced falling revenues from direct
golf course operations, particularly during the latter half of
2001 as the economy worsened and travel and consumer leisure
spending declined following the September 11 attacks. Moreover,
in light of the 'buyer's market' which is developing for golf
course assets nationwide, we have reduced our estimates of the
proceeds we will receive from our remaining assets."

Golf Trust also announced that based on its current projections,
it does not expect to qualify as a REIT for its taxable year
ending December 31, 2002 and expects to be subject to federal
income tax in 2002 as a result. However, Golf Trust does not
expect to report any taxable income in 2002, particularly in
light of its net operating loss carryforwards from 2001, and
thus does not expect its loss of REIT status to have a material
effect on its liquidating distributions.

The above projections regarding the amount and timing of Golf
Trust's liquidating distributions, asset sales and tax
liabilities are forward-looking statements. They are based on
numerous estimates and assumptions which might be proven to be
incorrect. The actual amount and timing of Golf Trust's
liquidating distributions, asset sales and tax liabilities could
vary materially from the projections in this news release.
Important factors that could cause such a variance are discussed
in Item 7 of Golf Trust's annual report on Form 10-K under the
caption "Risks that might Delay or Reduce our Liquidating
Distributions," which was filed Monday with the Securities and
Exchange Commission and is available for free on the SEC's web
site. Stockholders of the company are encouraged to read the
entire Form 10-K carefully.

Golf Trust of America, Inc. is a real estate investment trust
engaged in a liquidation of its interests in golf courses in the
United States pursuant to a plan of liquidation approved by its
stockholders. The Company currently owns an interest in 21
(eighteen-hole equivalent) golf courses. Additional information,
including an archive of all corporate press releases, is
available over the Company's Web site at
http://www.golftrust.com


HQ GLOBAL: Hires Richards Layton as Local Bankruptcy Counsel
------------------------------------------------------------
HQ Global Holdings, Inc. and its affiliated debtors asks
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Richards, Layton & Finger PA as their Co-
Counsel in these chapter 11 cases.

Specifically, Richards Layton will:

     a) advise the Debtors of their right, powers and duties as
        debtors and debtor in possession;

     b) take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions
        on the Debtors' behalf, the defense of any actions
        commenced against the Debtors, the negotiation of
        disputes in which the Debtor are involved, and the
        preparation of objections to claims filed against the      
        Debtors' estates;

     c) prepare on behalf of the Debtors all necessary motions,
        applications, answers, orders, reports, and papers in
        connection with the administration of the Debtors'
        estates;

     d) negotiate and prepare on behalf of the Debtors a plan of
        reorganization and all related documents; and

     e) perform all other necessary legal services in connection
        with the Debtors' chapter 11 case.

The Debtors propose to pay Richards Layton its standard hourly
rates:

     a) Daniel J. DeFranceschi          $390 per hour
     b) Russel C. Silberglied           $310 per hour
     c) Marc T. Foster                  $200 per hour
     d) Etta R. Wolfe                   $180 per hour
     e) Amy Rude                        $115 per hour    

Richards Layton received prepetition payment of approximately
$130,000 for prepetition and postpetition services and expenses
that the firm has provided and intends to provide to the Debtors
prior to and after the Petition Date.

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


HARBORSIDE HEALTHCARE: Dec. Balance Sheet Upside-Down by $31MM
--------------------------------------------------------------
Harborside Healthcare Corporation announced operating results
for the quarter ended December 31, 2001. Net revenues for the
fourth quarter of 2001 totaled $90,315,000; a 2.4 percent
increase from the $88,210,000 recorded in the third quarter of
2001 and an 8.4 percent increase from the $83,355,000 recorded
in the fourth quarter of 2000. Total net revenues less facility
operating expenses were $15,505,000 for the fourth quarter of
2001, 8.8 percent lower than the $17,001,000 reported in the
third quarter of 2001 and 1.3 percent higher than the
$15,306,000 reported for the fourth quarter of 2000. Facility
operating expenses for the quarter and year ended December 31,
2000 included a non-recurring charge in the amount of $575,000.
The charge was incurred as the result of the termination of a
shared collateral program arranged in connection with the
Company's high deductible workers' compensation insurance
policy.

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

During the year ended December 31, 2001, the Company incurred a
charge of $9,045,000 in connection with a comprehensive
financial restructuring of its subordinated debt and preferred
stock which substantially improved the Company's financial
position. Also during 2001, the Company incurred a charge of
$1,080,000 in connection with its decision to revise the
marketing approach for facilities operated through subsidiaries
in Florida. The Company determined that a local community-based
marketing approach would better serve the needs of these
facilities. The new marketing approach stresses ties to the
local community and required renaming the facilities and
restructuring certain of the subsidiaries. In order to implement
this strategy, the Company incurred non-recurring marketing,
legal and other expenses.

For the three months ended December 31, 2001, Earnings Before
Interest, Taxes, Depreciation, Amortization and Rent ("EBITDAR")
(excluding the amortization of prepaid management fees and the
incurrence of facility reorganization costs) was $10,708,000 as
compared to $11,946,000 for the third quarter of 2001. For the
three months ended December 31, 2000, EBITDAR (excluding the
non-recurring charge and the amortization of prepaid management
fees) was $11,317,000. For the three months ended December 31,
2001, the Company reported a net loss of $2,277,000 compared to
a net loss of $455,000 during the third quarter of 2001 and a
net loss of $24,983,000 for the fourth quarter of 2000. The
Company's net loss for the fourth quarter of 2000 reflected an
increase in the tax valuation allowance of $23,461,000, which
had the effect of eliminating all of the Company's deferred tax
assets as of December 31, 2000.

The average occupancy rate was 88.5% during the fourth quarter
of 2001 as compared to 88.8% in the third quarter of 2001 and
89.8% in the fourth quarter of 2000. Quality mix of revenues was
52.8% during the fourth quarter of 2001 as compared to 53.3% in
the third quarter of 2001 and 50.5% in the fourth quarter of
2000.

Net revenues for the year ended December 31, 2001 totaled
$346,738,000; a 7.5 percent increase from the $322,672,000
recorded for the year ended December 31, 2000. Total net
revenues less facility operating expenses were $64,544,000 for
the year ended December 31, 2001, 2.6 percent higher than the
$62,892,000 reported for the year ended December 31, 2000.

For the year ended December 31, 2001, EBITDAR (excluding the
amortization of prepaid management fees and the incurrence of
financial restructuring costs and facility reorganization costs)
was $44,522,000 as compared to EBITDAR (excluding non-recurring
charges and the amortization of prepaid management fees) of
$43,816,000 for the year ended December 31, 2000. During the
year ended December 31, 2000, in addition to the charge to
terminate the shared collateral program, the Company incurred a
charge of $8,914,000 in connection with the termination of
capital leases for four of its facilities. Upon termination of
these capital leases, the Company entered into new operating
leases for these facilities. For the year ended December 31,
2001, the Company reported a net loss of $16,902,000 compared to
a net loss of $36,706,000 for the year ended December 31, 2000.

The average occupancy rate was 88.9% for the year ended December
31, 2001 versus 90.1% for the year ended December 31, 2000.
Quality mix of revenues was 53.3% for the year ended 2001 as
compared to 50.8% for the year ended December 31, 2000.
Primarily as the result of Medicare rate increases implemented
on April 1, 2001, the Company's average Medicare Part A rate
increased to $340 per Medicare patient day for the year ended
December 31, 2001 from $322 per Medicare patient for the year
ended December 31, 2000.

Harborside provides high quality long-term care, subacute and
other specialty medical services in four regions - the Midwest,
New England, the Mid-Atlantic and the Southeast. As of December
31, 2001, the Company operated 51 facilities with a total of
6,274 licensed beds. Effective March 1, 2002, the Company began
leasing four additional facilities with 487 licensed beds
located in Massachusetts.


HEALTH RISK: Meeting of Creditors Will Convene on April 23, 2002
----------------------------------------------------------------
The United States Trustee will convene a meeting of creditors of
Health Risk Management Inc. on April 23, 2002 at 9:00 a.m. at
the U.S. Courthouse, Room 1017, 300 S 4th Street, Minneapolis,
MN 55415.  This is the First Meeting of Creditors required in
all bankruptcy cases pursuant to 11 U.S.C. Sec. 341(a).

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Health Risk Management, Inc. and three subsidiaries filed for
Chapter 11 Bankruptcy on August 7, 2001 in the United States
Bankruptcy Court for the District of Minnesota. Through its HRM
Health Plans subsidiary, the company operates one Medicaid HMO
in Philadelphia and central Pennsylvania under the Oaktree and
HealthMate names; this accounts for more than three-quarters of
total sales. The company's 4YourCare unit offers claims
administration and acute care management services to some 85
clients, including employers, unions, insurance firms, managed
care companies, and government agencies.


HIGHLAND INSURANCE: Short of Funds to Satisfy Maturing Facility
---------------------------------------------------------------
Highlands Insurance Group, Inc. (OTC Bulletin Board: HIGP), a
property and casualty insurer, reported a net loss of $276.9
million for the fourth quarter of 2001, compared with a net loss
of $115.1 million in the fourth quarter of 2000.  The Company's
results for the fourth quarter of 2001 reflect loss reserve
strengthening for the Company's commercial multiple peril,
commercial automobile, general liability and workers'
compensation lines of business, mainly for business written in
2000 and 2001. The Company also strengthened reserves for
asbestos and environmental claims. The net loss for 2001 was
$341.9 million compared with a net loss of $106.6 million for
2000.  As of December 31, 2001, the Company's stockholders'
deficit was $163.3 million.

The Company's insurance subsidiaries incurred a combined net
loss on a statutory basis of $282.1 million for 2001.  On
February 22, 2002, the Texas Department of Insurance issued
supervisory orders covering the Texas insurance subsidiaries,
including the Company's largest subsidiary, Highlands Insurance
Company.  Previously, the Wisconsin Insurance Department issued
a protective order covering Wisconsin insurance subsidiaries,
including the Company's second largest insurance subsidiary,
Northwestern National Casualty Company. The Company previously
announced on December 7, 2001 that it was ceasing to write any
new business or any renewal business except in situations where
it is legally required to write such renewals.

The Company has been in default under its Senior Credit
Agreement for noncompliance with certain financial ratios since
December 31, 2001.  The Company's loans under the Senior Credit
Agreement totaling $47,500,000 are due and payable on April 30,
2002.  The Company does not have sufficient funds to satisfy
that obligation.  Representatives of the Company and the senior
lenders have been in discussions regarding the notes.

The primary source of funds for the holding company, Highlands
Insurance Group, Inc., is dividends from its subsidiaries.  As a
result of the losses incurred by the Company's insurance
subsidiaries and orders issued by state regulators, no further
dividends from the insurance subsidiaries are likely to be paid
to the holding company.  As a result, the Company has retained
counsel for the holding company to examine a reorganization of
the holding company. Such a reorganization would be expected to
have no direct effect on the insurance subsidiaries.


HOMESTORE: Working Capital Deficit Tops $40MM at Dec. 31, 2001
--------------------------------------------------------------
Homestore (Nasdaq: HOMSE) announced its full year 2001 financial
results, including restated results for the first three quarters
of 2001.  The full year audited financial results were filed
today with the Securities and Exchange Commission on Form 10-K.  
On March 29, 2002, the restated results were filed with the SEC
on Form 10-Q/A for each of the quarters ended March 31, 2001,
June 30, 2001 and September 30, 2001.

"We are pleased to have completed all restatements and brought
our historical financial results up to date," said Mike Long,
Homestore's Chief Executive Officer.  "We appreciate the
continued support and patience of our customers and investors
while our employees have completed an extraordinary effort to
correct two years of financial reporting in less than 90 days.  
We remain committed to being the reliable partner and service
provider the real estate industry deserves while generating
positive cash flow from operations by the end of 2002."

               Results For The Full Year 2001

For the full year ended December 31, 2001, Homestore reported
revenue of $325.1 million, a 79 percent increase from revenue of
$181.3 million for 2000. Excluding one-time charges of $975.6
million related to acquisitions, impairment of long-lived assets
and the company's restructuring, the net loss for 2001 was
$490.0 million compared to a net loss of $146.1 million in 2000.  
Including all charges, the net loss was $1,465.6 million.  
Details related to the impairment charge are included below in
the description of our fourth quarter results.

At December 31, 2001, Homestore had cash and cash equivalents
available to fund operations of approximately $52.5 million, in
addition to restricted cash of approximately $98.5 million.  The
company anticipates that cash and cash equivalents available to
fund operations at March 31, 2002 will be approximately $28
million, in addition to restricted cash of approximately $91
million.  Taking into account the proceeds from today's
announced sale of ConsumerInfo.com, these anticipated balances
would be approximately $85 million in unrestricted cash, and
$160 million in restricted cash.  Restricted cash will increase
as a result of customary escrow items and the constructive trust
associated with the sale of http://www.ConsumerInfo.com  

               Results For The Fourth Quarter Of 2001

For the fourth quarter of 2001, revenue increased to $97.2
million from $52.6 million for the fourth quarter of 2000.  Net
loss for the quarter, excluding one-time charges totaling $960.0
million related to acquisitions, impairment of long-lived assets
and the company's restructuring, was $146.6 million, compared to
a net loss of $53.6 million, or $0.65 per share, for the fourth
quarter of 2000.  Including all charges, the net loss was
$1,106.6 million.

The company's policy is to review its long-lived assets,
primarily goodwill and other acquired intangible assets, for
impairment whenever events or changes in circumstances indicate
the carrying amount of such assets may not be recoverable.  In
accordance with this policy, the company assessed the fair value
of its long-lived and intangible assets.  As a result of this
assessment, the company has reduced the carrying value of these
assets by $925.1 million to reflect their current fair market
value.

"These filings resolve our historical accounting issues," said
Lew Belote, Homestore's Chief Financial Officer.  "They involve
significant one-time charges that make comparative analysis
difficult.  These results are not indicative of current or
future trends."

        Impact Of Restatement On Nine Month Financials

The company has determined that in the first nine months of
2001, certain transactions resulting in the recognition of $81.6
million in revenue, had been improperly recorded as independent
cash transactions.  The company determined these transactions
were reciprocal exchanges that should have been evaluated as
barter transactions. The company determined that there was
insufficient basis to establish the fair value of these barter
exchanges and the related $81.6 million of revenue has been
reversed.

The company also determined that in the first nine months of
2001, revenue from software products and services of $37.4
million did not meet all revenue recognition requirements.  
Therefore the revenue has been recorded as deferred revenue at
September 30, 2001 and will be recognized as revenue over the
next one to two years as the services are delivered.

In addition, as previously announced, Homestore has elected
early adoption of FASB's EITF 01-9, which requires all companies
to report certain consideration given by a vendor to a customer
as a reduction in revenue.  For the first nine months of 2001,
the effect was to reduce the company's previously reported
revenue and expenses by $4.0 million, with no effect on net loss
or net loss per share.

As a result of the adjustments described above, reported revenue
for the nine months was reduced from $350.9 million to $227.9
million, the reported net loss increased from $245.8 million to
$359.0 million and the reported net loss per share increased
from $2.35 to $3.44.

At December 31, 2001, the company had a working capital deficit
of about $40 million.

Homestore (Nasdaq: HOMSE) is the leading supplier of online
media and technology to the real estate industry.  The company
operates the #1 network of home and real estate Web sites
including flagship site REALTOR.com(R), the official Web site of
the National Association of REALTORS(R); HomeBuilder.com(TM),
the official new homes site of the National Association of Home
Builders; Homestore.com(TM) Apartments & Rentals; and
Homestore.com(TM), a home information resource.


ICG COMM: SBC Entities Seek Stay Relief Again to Preserve Setoff
----------------------------------------------------------------
On behalf of Southwestern Bell Telephone L.P. d/b/a Southwestern
Bell Telephone Company, Ameritech (composed of Illinois Bell
Telephone Company d/b/a Ameritech Illinois, Indiana Bell
Telephone Company Incorporated d/b/a Ameritech Indiana, Michigan
Bell Telephone Company d/b/a Ameritech Michigan, The Ohio Bell
Telephone Company d/b/a Ameritech Ohio and Wisconsin Bell, Inc.,
d/b/a Ameritech Wisconsin) and Pacific Bell Telephone Company,
each an affiliate of SBC Communications Inc., Laurie Selber
Silverstein, Esq., at Potter Anderson & Corroon LLP, brings a
second Motion separate from their pending Motion against ICG
Services.

In this Motion, the SBC Affiliates ask Judge Walsh for an order
granting them relief from the automatic stay in order to effect
or preserve their setoff rights against ICG Communications,
Inc., and the other Debtors, and a judicial affirmation of their
ability to effect or preserve their rights to setoff their
prepetition claims against the Debtors against the prepetition
claims, if any, that the Debtors may ultimately succeed in
proving against the SBC Affiliates.  To the extent necessary,
the SBC Affiliates seek the same relief with respect to their
postpetition claims.

While the Debtors have not filed any lawsuit seeking recovery
from the SBC Affiliates on any alleged claims, the Debtors have
informally asserted, and recently raised in certain pleadings
filed with this court, that the SBC Affiliates are indebted to
the Debtors in connection with services rendered to the SBC
Affiliates both pre and post petition. Conversely, the SBC
Affiliates maintain substantial pre and post petition claims
against the Debtors, which the SBC Affiliates would apply
against the Debtors' claims, if the Debtors' claims ever result
in a judgment. Therefore, to prevent any argument that the SBC
Affiliates have waived their rights of setoff, the SBC
Affiliates bring this motion to ensure that they maintain their
ability to assert the setoff rights afforded to them under
section 553 of the Bankruptcy Code even after confirmation of
any plan of reorganization by this Court.

                        The Debts

In addition to their postpetition claims for services rendered,
the SBC Affiliates have timely filed proofs of claims (in some
cases, as amended) aggregating $11,820,334.19.  The SBC
Affiliates detail these claims as:

     * SBC/Ameritech $1,957,833.53 for local service provided by
Ameritech Ohio

     * SBC/Ameritech $34,180.90 for local service provided by
Ameritech Illinois

     * Ameritech/SBC $309,296.39 for collocation services
provided by Ameritech Ohio

     * Pacific Bell ($155,687.94) credit for various services
provided by Pacific Bell

     * Southwestern Bell $1,984,200.81 for local service
provided by SWBT Telephone/SBC

     * Southwestern Bell $654,131.70 for collocation provided by
SWBT Telephone/SBC

     * Southwestern Bell $124,515.74 for access services
provided by SWBT

     * Pacific Bell Telephone $2,139,983.72 for access services
provided by Pacific Bell Company

     * Ameritech $3,463,807.71 for access services provided by
Ameritech Ohio, Ameritech Illinois and Ameritech Indiana

     * Southwestern Bell $84,334.09 for Retail Services
$10,4902.40 for Retail Services; $970,000.70 for Retail
Services;

     * Pacific Bell $107,007.91 for Retail Services and

     * Ameritech $41,826.53 for Retail Services.

Substantially contemporaneously with this Motion, Ms.
Silverstein assures Judge Walsh that the SBC Affiliates have
amended (or will amend) each proof of claim to make clear that
they reserve all of their rights of setoff with respect to the
claims asserted.  The intent of the SBC Affiliates is to
encompass any and all proofs of claim that they have filed in
these cases, even if such proof of claim is inadvertently
omitted from the list in the Motion. Moreover, SWBT netted its
prepetition reciprocal compensation claims against reciprocal
compensation owed to ICG, paid ICG $215,676.09, and then "wrote-
off" $229,186.91 for which SWBT did not file a proof of claim.
To the extent that ICG attempts to collect any sums from SWBT,
by this Motion, SWBT reserves the right to assert $229,186.91
defensively, as a setoff.

                 No Promised Litigation To Date

On or about February 25, 2002, Debtors filed their First Amended
Joint Plan of Reorganization of ICG Communications Inc. and its
Affiliated Debtors and Debtors in Possession together with their
Amended Disclosure Statement. In the Notice attached to the
Plan, the Debtors state that these documents "replace and
supercede" the previous plan and disclosure statement filed in
the case, and that the Debtors "anticipate making additional
changes to the Plan and accompanying Disclosure Statement." To
date, counsel to the SBC Affiliates have not been served with a
further amended plan or disclosure statement. In an exhibit to
the Plan titled Schedule of Causes of Action to be Retained by
Reorganized ICG, Debtors state:

     Southwestern Bell Communications (SBC). SBC is the parent
     company for three of the regional Incumbent Local Exchange
     Carriers (ILECs), namely, Ameritech, Pacific Bell and
     Southwestern Bell Telephone. SBC owes ICG approximately
     $26.6 million in unpaid reciprocal compensation. SBC is
     obligated to pay reciprocal compensation to ICG as a result
     of a voluntary settlement agreement entered into in June,
     2000. The parties are currently in negotiations regarding
     disputes that SBC claims represents the unpaid amounts. In
     the event negotiations fail, litigation ma y become
     necessary.

To date, the Debtors have not instituted any litigation against
the SBC Affiliates with respect to the amounts allegedly due.  
While the SBC Affiliates deny that they collectively owe certain
of the Debtors $26.6 million in reciprocal compensation, the SBC
Affiliates do acknowledge that they have not paid certain
amounts that the Debtors have asserted are due from the SBC
Affiliates.  Prepetition, while having made payments to ICG on
all undisputed charges, Ameritech Ohio has not paid
approximately $3.2 million in disputed charges billed by the
Debtors. Similarly, Pacific Bell has not paid approximately
$356,000 in disputed prepetition billings. Postpetition, the SBC
Affiliates are withholding both disputed and undisputed amounts
billed by the Debtors in reciprocal compensation because the
Debtors are not timely paying their postpetition bills.

                  Preservation of Setoff Right
                  Before & After Confirmation

Ms. Silverstein argues that section 553 of the Bankruptcy Code
preserves a creditor's right of setoff despite confirmation of a
plan of reorganization especially where a debtor has not yet
initiated litigation to collect alleged claims against a debtor.  
While the Bankruptcy Code temporarily stays the creditors'
ability to exercise its right of setoff, the automatic stay
"'does not defeat the right of setoff; rather, setoff is merely
stayed pending an 'orderly examination of the debtor's and
creditor's rights.'" The Bankruptcy Code further protects a
creditor's right of setoff after confirmation. However, because
the Bankruptcy Code provides that the confirmation of a plan
"discharges the debtor from any debt that arose before the date
of such confirmation," the relief sought herein requests that
the right of setoff as to postpetition debts (which SBC is
already exercising) also be preserved post-confirmation.  As
many courts have concluded, the plain language of the statute
means that the right of setoff is not extinguished upon
confirmation of a plan of reorganization.

The Court of Appeals for the Third Circuit, however, in In re:
Continental Airlines, appears, at least on the facts of the case
before it, to come to a different conclusion. In Continental
Airlines, the Court recognized that setoff rights survive
discharge under a plan of reorganization as long as they are
timely asserted. The Third Circuit suggests that there are at
least three ways in which to preserve setoff rights:

       (i) by claiming a right of setoff in a proof of claim, or
an amended proof of claim (134 F.3d at 538, 541);

       (ii) by filing a motion for relief from stay seeking to
effect a right of setoff; or

       (iii) by objecting to confirmation of a plan of
reorganization.

The touchstone to a proper pursuit of one's right of setoff
appears to be whether "the plan of reorganization proceeded on
the justifiable assumption that the reorganized debtor faced no
set-off claim."  To ensure that the Debtors have no "justifiable
assumption" that they face no setoff claims from the SBC
Affiliates, the SBC Affiliates have taken or will take three
actions.

First, as set forth above, the SBC Affiliates have amended (or
will amend) their proofs of claim to assert a right of setoff.

Second, the SBC Affiliates will object to any plan of
reorganization that contains a provision that attempts to
extinguish setoff rights.

And, third, despite the fact that no litigation has been brought
against them (and thus no answer setting forth an affirmative
defense of setoff can be filed), the SBC Affiliates have brought
this motion for relief from stay for permission to exercise
their right of setoff when and if the Debtors sue them on the
$26 million in claims asserted (or any other claims), and if the
Debtors ever receive a judgment.

Actually, there is a fourth action the SBC Affiliates have
taken. On or about January 26, 2001, undersigned counsel filed
its Notice of Appearance and Request for Service of Papers. In
that notice, the SBC Affiliates specifically state "the
Companies [SBC Affiliates] intend that neither this Notice of
Appearance nor any later appearance, pleading, claim or suit
shall waive . . . (4) any other rights, claims actions,
defenses, setoffs, or recoupments to which the Companies are
or may be entitled under agreements, in law, in equity, or
otherwise, all of which rights, claims, actions, defenses,
setoffs, and recoupments the Companies expressly reserve."  
Setoff and recoupment are affirmative defenses and not "claims."

                      Cause for Stay Relief

"Cause" is not defined by the Code. Consequently, the Court must
decide on a case-by-case basis what constitutes cause to lift
the automatic stay.  Although the Movants have the initial
burden to establish a prima facie case that "cause" exists for
relief from the stay, under 362(g), a debtor "has the burden of
proof on all other issues" to show that relief from stay is no t
warranted. It appears beyond doubt - at least to the SBC
Affiliates and their counsel - that relief from stay should be
granted in the circumstances present here. As set forth above,
Section 553 provides that a creditors' right of setoff is
unaffected by other provisions of the Bankruptcy Code. However,
it is arguable that under Continental Airlines (though not
controlling here because the facts are distinguishable), the SBC
Affiliates must take steps other than amending its proofs of
claim and objecting to the plan of reorganization in order to
preserve this right. Because the Continental Airlines Court sets
forth no definitive guidelines, however, creditors are left to
guess what steps might be sufficient. Absent an order from the
Court preserving those rights, enterprising debtors can assert,
after confirmation, that the steps that the creditor did take
were not sufficient. Given the magnitude of the claims at stake
here, the SBC Affiliates do not want to take any risk that their
rights of setoff are not preserved.

                      Exercise of Setoff

The exercise of the right of setoff in a bankruptcy case
requires these elements: (1) a debt owed by the creditor to the
debtor which arose prior to the commencement of the bankruptcy
case, (2) a claim of the creditor against the debtor which arose
prior to the commencement of the bankruptcy case; and (3) the
debt and the claim must be mutual or reciprocal obligations."
Courts look to state law to determine the actual elements.  
Under Ohio law, these elements are 'generally required' to be
met in order to effect a setoff: a valid debtor/creditor
relationship must exist; mutuality between the parties; the debt
has matured (unless the debtor is insolvent) and the amount owed
must be liquidated.

The majority of the claims for which the SBC Affiliates are
asserting setoff rights are governed by the laws of Ohio, Texas
or California. Under Texas law, the debts must be mutual and
(except in the case of an insolvent debtor, mature. Under
California law, "[t]he right of setoff arises when two parties
are mutually debtor and creditor to each other," however, claims
need not always be reduced to judgments before they are allowed
as setoff.

Here, it does appear that if the Debtors ever do receive a
judgment for the alleged $26.6 million owed to them, the claims
will be subject to setoff. The Debtors have asserted that its
claims are against Southwestern Bell, Pacific Bell and
Ameritech. Each of those entities has filed proofs of claim.
Accordingly, the requisite mutuality will exist. Thus, if relief
from stay is granted as requested, the SBC Affiliates would
likely be successful in asserting such rights.

However, it is not necessary to determine whether the SBC
Affiliates have setoff rights under state law in order to grant
the Motion. The SBC Affiliates are not seeking a determination
from this Court that they have valid setoff rights, only that
the rights they have, if any, are preserved even after
confirmation of any plan of reorganization. The Debtors will be
free when such rights are asserted to challenge whether the SBC
Affiliates have met the requisites necessary to exercise such
rights.  Because even in the Third Circuit a creditor can
preserve a right of setoff, seeking relief from stay to do so
must constitute "cause" under Section 362(d). Accordingly, the
Motion must be granted.

                     The Debtors Respond

ICG Communications and its related Debtors, acting in this
instance through R. Karl Hill of the firm of Seitz, Van Ogtrop &
Green PA of Wilmington, and led by David M. Posner and Paul D.
Sarkozi of the New York firm of Hogan & Hartson LLP, respond to
this second Motion of SBC Affiliates, telling Judge Walsh that,
while the Motion is styled as a motion for relief from the
automatic stay in order to effect and/or preserve whatever
setoff rights the SBC Affiliates may have against the Debtors,
it is really nothing more than the SBC Affiliates' attempt to
obtain an advisory opinion from the Court with respect to how
the SBC Affiliates may best preserve their alleged setoff rights
against the Debtors. It also appears to be an attempt to seek
relief from the discharge language in the Debtors' Second
Amended Joint Plan of Reorganization dated March 26, 2002
without having filed an objection to the Plan.

Since the SBC Affiliates indicate in the Motion that they have
amended or will amend their proofs of claim to preserve their
alleged setoff rights, the Motion is unnecessary. As a result,
this Court should deny the Motion.

In addition, the Motion also is unnecessary because there is at
least one other way in which the SBC Affiliates can preserve any
alleged setoff rights that might exist. The SBC Affiliates can
object to confirmation of the Plan to the extent that the Plan
provides a discharge of such rights. Moreover, since the Court
has not yet approved the Debtors' disclosure statement and set a
date for a confirmation hearing together with an objection
deadline, the Motion is premature to the extent it is an
objection to the Plan or to any language in the Plan.

Finally as noted above, the Motion should be denied because it
is nothing more than the SBC Affiliates' attempt to obtain an
advisory opinion from this Court that it either does not have to
comply with one of the enumerated steps set forth in Continental
or that the steps outlined in the Motion that the SBC Affiliates
claim to have done and intend to do are sufficient to preserve
any setoff rights.  As the Third Circuit has acknowledged
"'[t]he oldest and most consistent thread in federal law of
justiciability is that federal courts will not give advisory
opinions.'" Thus, the Debtors submit that Judge Walsh should
deny the Motion because the true aim of the Motion is not relief
from the stay to preserve rights but really an attempt to obtain
an advisory opinion. (ICG Communications Bankruptcy News, Issue
No. 20; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


INNOVATIVE CLINICAL: Eric Moskow Resigns from Board of Directors
----------------------------------------------------------------
Effective March 12, 2002, Eric Moskow, M.D. resigned from the
Board of Directors of Innovative Clinical Solutions Ltd. in
order to focus on other business ventures.

Innovative Clinical Solutions, Ltd., headquartered in
Providence, Rhode Island, provides services that support the
needs of the pharmaceutical and managed care industries. *
Innovative Clinical Solutions is trying to reposition itself
after filing for Chapter 11 bankruptcy protection and
restructuring. The company has sold its physician practices and
medical service businesses; it also sold its clinical trial
support division, which served pharmaceutical and biotechnology
companies, to IMPATH. The company is now focused on its network
management services, which include managed care contracting and
disease management, although it may sell this division as well.
Investment firm EQSF Advisers owns almost half of the company.
At April 30, 2001, the company's total current liabilities
eclipsed its total current assets by about $6 million.


KAISER ALUMINUM: Committee Balks At Lazard's Engagement Fees
------------------------------------------------------------
Raphael X. Zahralddin-Aravena, Esq., at Ashby & Geddes, in
Wilmington, Delaware, tells Judge Fitzgerald that the Official
Committee of Unsecured Creditors, in the chapter 11 cases of
Kaiser Aluminum Corporation and its affiliated debtors, objects
to the Lazard Application on four bases:

A. the monthly fees of $225,000 are excessive, even for these
     large, complex chapter 11 cases. As reflected in the
     application, there will be little if any hourly timekeeping
     recorded by Lazard professionals, which makes the fee even
     more disturbing. The Committee believes that the said fee
     is beyond the top of the market for these type of advisory
     services;

B. The Committee believes that the $8,500,000 flat restructuring
     fee requested by Lazard is excessive. What is essentially a
     success fee will be paid as a flat fee regardless of the
     ultimate recoveries to unsecured creditors. Moreover, it is
     disturbing that only 12 months of the $225,000 monthly fee
     will be credited against this restructuring fee. The
     Committee believes that the restructuring fee must be
     significantly reduced, either by an outright reduction or
     by an agreement to credit significantly more of the monthly
     fees against the restructuring fee;

C. The definition of, "restructuring" must be modified to make
     clear that this restructuring fee would only be payable if
     a plan of reorganization is confirmed by which an on-going
     reorganized business emerges from bankruptcy. The Committee
     does not believe that Lazard intended that a restructuring
     fee would be payable upon conversion to chapter 7, or even
     upon confirmation of a liquidating plan of reorganization,
     however, the Application definition is broad, and should be
     restricted to avoid such result; and

D. Any indemnification or hold harmless provisions of the Lazard
     engagement letter should apply solely to post-petition
     conduct and should not in any way apply to or cover any
     prepetition conduct by Lazard.

                    U.S. Trustee Objects

Frank J. Perch, III, Esq., Trial Attorney for Office of the
United States Trustee in Wilmington, Delaware, complains that:

A. the Application defines "Restructuring," for purposes of
     Lazard's success fee, so broadly that it could include
     events that would constitute a failure rather than a
     success, such as the conversion of the case to Chapter 7.
     The U.S. Trustee objects to approval of a compensation
     scheme that would reward Lazard in the event of conversion
     or other forced liquidation;

B. Accordingly, the U.S. Trustee objects to the pre-approval of
     success fees under section 328(a) because there are or soon
     will be numerous other financial professionals representing
     various creditor constituencies that exist in this complex
     case which already has two creditor committees and most
     likely will have a legal representative for future asbestos
     claims. In that context, it is premature to determine which
     professional was materially instrumental in bringing about
     any given outcome;

C. The U.S. Trustee objects to the payment of all of Lazard's
     counsel fees relating to the retention including,
     apparently, counsel fees relating to the prosecution of the
     retention application itself; and

D. The UST objects to the indemnification and liability cap
     provisions of the engagement letter as being contrary to
     appropriate principles of bankruptcy professionalism and as
     unreasonably foregoing any ability to obtain redress
     against Lazard in the event its negligence causes harm to
     creditors or the estate.

                       Debtors' Reply

The Debtors believe that, in opting to employ Lazard, they have
done their homework prior to bringing Lazard to ensure that the
Debtors received the best value for their money. Contrary to the
contentions of the Creditors' Committee and the U.S. Trustee,
the compensation and terms of Lazard's engagement are
reasonable, in keeping with market rates, and appropriate under
the circumstances.  Daniel J. DeFranceschi, Esq., at Richards,
Layton & Finger, in Wilmington, Delaware, argues that:

A. The Restructuring Fee and Fixed Monthly Fees Are Reasonable:
     Before retaining Lazard, the Debtors considered other
     financial advisory firms. The Debtors selected Lazard only
     after determining that its proposed fees were reasonable
     and competitive, and that Lazard has the ability and
     capacity to address the unique needs of the Debtors;

B. The Indemnification Provisions Are Reasonable: The need of
     Lazard and other financial advisors for indemnification for
     simple negligence is not born out of greed or desire to
     shirk their professional obligations. Rather,
     indemnification for negligence is imperative in the
     existing corporate climate. Bankruptcies by their very
     nature can be often litigious, given the circumstances
     which usually rise to large bankruptcies such as this, such
     as non-payment of significant numbers of creditors. In this
     environment, investment bankers like Lazard are sort of
     "deep pockets that make attractive litigation targets."
     The Engagement does not indemnify the firm for any gross
     negligence, willful misconduct, or bad faith, thus ensuring
     that Lazard remains responsible for damages from lawsuits
     based upon any such misconduct. Moreover, such
     indemnification permits Lazard to offer a more attractive
     fee structure for the benefit of the Debtors and their
     creditors. Finally, considering that the Debtors retained
     Lazard less than a month prior to the petition date, Lazard
     should be indemnified for its prepetition services provided
     to the Debtors since these services were provided solely in
     connection with the commencement of the Debtors' chapter 11
     cases, the same services that the firm will continue to
     expend postpetition;

C. Lazard Will Not Be Reimbursed for Counsel Fees Without
     Application to the Court: As agreed, in the event that
     Lazard seeks reimbursement for attorneys' fees during the
     pendency of these cases, the invoices and supporting time
     records from such attorneys shall be included in Lazard's
     own applications and shall be subject to the U.S. trustee's
     guidelines for compensation and reimbursement for expenses
     and the approval of the Bankruptcy Court without regard to
     whether such attorney has been retained  under section 327
     of the Bankruptcy Code and without regard to whether such
     attorneys' services satisfy section 330(a)(3)(C) of the
     Bankruptcy Code; and,

D. Definition of Restructuring: the Debtors and Lazard will
     clarify that the Restructuring Fee will not be paid if:

     a. the Debtors are liquidated under chapter 7; and,

     b. the Restructuring which would give rise to the payment
          of such Restructuring Fee occurs after such
          conversion. (Kaiser Bankruptcy News, Issue No. 4;
          Bankruptcy Creditors' Service, Inc., 609/392-0900)   


KINETEK INDUSTRIES: S&P Rates $50MM Bank Credit Facility at BB-
---------------------------------------------------------------
On April 1, 2002, Standard & Poor's assigned its 'BB-' rating to
Kinetek Industries Inc.'s (a wholly owned subsidiary of Kinetek
Inc.) new $50 million secured revolving bank credit facility due
2005. At the same time, Standard & Poor's lowered its rating on
Kinetek Inc.'s $270 million senior unsecured notes due 2006. The
long-term corporate credit rating at 'B+' on the company was
affirmed. Outlook is negative.

The downgrade on Kinetek's senior unsecured notes reflects
increased structural subordination following the completion of
the secured bank credit facility. The corporate credit rating on
Kinetek, a wholly owned non-restricted subsidiary of closely
held Jordan Industries Inc., reflects its solid positions in
small niche markets, and its very aggressive financial profile.

Kinetek is a leading manufacturer of specialty purpose electric
motors for the consumer, commercial, and industrial markets.
Although end markets are cyclical, sufficient product line and
customer diversity, along with a competitive cost structure and
modest capital intensity, enable the firm to enjoy consistently
good operating margins. However, as the company integrates
acquisitions, operating margins can temporarily fluctuate. Many
of Kinetek's key end markets, including the subfractional
refrigeration and appliance motor market, and the bottle and
vending can motor market, have declined significantly during the
past few quarters. As a result, sales declined more than 9% in
2001. Industry fundamentals are not expected to improve in the
next couple of quarters.

Financial risk is expected to remain high for an extended
period, reflecting the firm's heavy debt burden and thin cash
flow protection. As a result of end-market weakness, EBITDA to
interest declined to 1.6 times, while total debt to EBITDA was
rose to about 6.0x, at December 31, 2001. Although total debt to
EBITDA may remain elevated for the next couple of quarters,
leverage is expected to average in the 4x-5x range over the
business cycle. In the future, debt usage likely will remain
high, as Kinetek will likely use modest free cash flow
generation for "bolt-on" acquisitions that extend product
offerings and geographic diversity. Therefore, EBITDA to
interest coverage is expected to average in the limited 2.0x-
2.5x range. Financial flexibility benefits from ownership in a
number of discrete business units (which could be sold, if
necessary), limited debt amortization, cash on hand, and modest
room under the firm's bank credit facility.

The bank facility is rated one notch higher than the corporate
credit rating. The facility is secured by essentially all of
Kinetek Industries' assets and capital stock. Availability under
the bank loan is determined by a borrowing base, and the
facility has a fixed charge and interest coverage financial
covenants. The security interest in substantially all of the
company's assets offers reasonable prospects for full recovery
of principal. Kinetek's cash flows were severely discounted to
simulate a default scenario and capitalized by an EBITDA
multiple reflective of its peer group. Under this simulated
downside case, collateral value is sufficient to fully cover the
bank facility if a payment default were to occur.

                           Outlook

A number of operational and working capital initiatives should
partially offset declining profitability and result in a modest
amount of free cash flow generation. Failure to stabilize
financial flexibility could lead to a downgrade in the near
term.


KMART CORP: Court OKs Abacus as Inventory Valuation Consultant
--------------------------------------------------------------
Kmart Corporation and its debtor-affiliates obtained authority
from the Court to employ Abacus Advisory & Consulting Group, LLC
as its inventory valuation consultant to assist them in
maximizing the value of their estates as it conducts its store
closing sales and inventory liquidation.

As Kmart's Inventory Valuation Consultant, Abacus will:

    (a) advise the Debtors regarding the disposition of non-core
        business assets, including selected store locations,
        including:

        -- reviewing and advising with respect to issues
           associated with any planned store closures; and

        -- reviewing and advising with respect to the timing of
           any planned store closures;

    (b) provide an initial evaluation of any planned store
        closures, including a range of expected recoveries for
        inventory and other assets to be sold;

    (c) identify and contact proposed purchasers of select
        business operations or assets, including store closings,
        including:

        -- assisting the preparation of an appropriate
           information package for distribution to potential
           bidders;

        -- reviewing bid proposals and assisting in negotiations
           with the various parties to ensure recoveries are
           maximized;

        -- provide a "stalking horse" liquidation alternative to
           the Debtors should the party bids be deemed
           insufficient;

        -- observing, if necessary, physical inventories that
           may be taken; and

        -- monitoring the conduct and results of any third party
           selected to liquidate the inventory.

In return for these services, Abacus will charge the Debtors:

* A base fee at the beginning of each month, effective January
  22, 2002, and continuing throughout the term of the
  engagement, up to a maximum Base Fee of $1,200,000 in the
  aggregate;

* A value-added fee of 10% of all proceeds paid to or for the
  benefit of the Debtors, pursuant to any sharing agreement with
  an agent selected to dispose of inventory on the Debtors'
  behalf, not to exceed $725,000 in the aggregate.

* In addition, the Debtors will reimburse Abacus for reasonable
  out-of-pocket expenses incurred in connection with these
  services, including attorney's fees. (Kmart Bankruptcy News,
  Issue No. 10; Bankruptcy Creditors' Service, Inc., 609/392-
  0900)   


KMART: Taps DJM & ChainLinks to Assist in Disposition of Leases
---------------------------------------------------------------
Kmart Corporation (NYSE: KM) announced that it has reached an
agreement to retain DJM Asset Management, LLC, and its marketing
partner ChainLinks Retail Advisors, Inc., to assist in the
disposition of leases for the 283 Kmart locations in 40 states
and Puerto Rico that the Company is in the process of closing.  
The agreement is subject to the approval of the United States
Bankruptcy Court for the Northern District of Illinois.  A
motion seeking such approval is scheduled to be heard by Chief
Judge Susan Pierson Sonderby on April 23, 2002.

Under the agreement, DJM and ChainLinks will assist Kmart's
internal real estate staff in identifying retailers, investors
and landlords interested in obtaining the leases for the closing
stores.  The locations to be marketed range in size from 40,300
to 182,714 square feet and are located in free standing, strip
and mall locations.

"This disposition represents an unusual opportunity for
retailers, investors and landlords to obtain and control large
pieces of real estate throughout the country," said John Foster,
Kmart's Senior Vice President, Real Estate Management.  "We have
been advised by DJM and ChainLinks to expect a great deal of
interest for both retail and non-retail uses."

As previously announced, Kmart has received court approval to
close 283 stores across the country, including 270 Kmart
discount stores and 12 Kmart SuperCenter retail outlets in 40
states, and 1 Kmart store in Puerto Rico. The closure of these
stores is expected to significantly enhance the Company's
operational and financial performance.  Store closing sales are
underway and will continue, depending on the location, for
approximately two to three months.

Based in Melville, New York, DJM Asset Management, LLC, assists
retailers nationwide with the disposition of surplus real estate
and lease mitigation. During 2001, over 28 retailers have
retained DJM to dispose of 2200 locations and over 50 million
square feet of retail space.  DJM has disposed of "big box"
locations for several clients including Grand Union locations
for C&S Grocers, Levitz, Home Place, Homelife on behalf of
Sears, General Cinema on behalf of Harcourt General, Jumbo
Sports and Uptons.  The DJM Web site can be accessed at
http://www.djmasset.com  

ChainLinks Retail Advisors, Inc., based in Washington D.C., is
the largest retail-only real estate service provider in the
United States.  In the past two years, ChainLinks Retail
Advisors has completed more than 9,000 transactions, totaling
more than 70 million square feet and valued at more than $10
billion.  The ChainLinks Web site can be accessed at
http://www.chainlinks.com  

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


LODGIAN: Hospitality Wants to Prosecute Lien Foreclosure Action
---------------------------------------------------------------
Hospitality Restoration and Builders, Inc. moves the Court for
an order modifying the automatic stay in Lodgian Inc.'s
bankruptcy proceeding to permit it to file and prosecute a
Mechanic's Lien foreclosure action and obtain a judgment against
Safeco Insurance Company of America, the surety liable to
Hospitality by virtue of posting bonds discharging the
aforementioned mechanic's liens.

Michael L. Chartan, Esq., at Ross & Cohen LLP in New York, New
York, relates that the Debtors own four hotel properties in New
York, known as the Jamestown Holiday Inn, the Niagara Falls
Holiday Inn Select Hotel, the Grand Island Holiday Inn and the
Niagara Falls Sheraton Four Points. At the special insistence
and request of the Debtors, Hospitality performed work, labor
and services and furnished furniture, fixtures and equipment
materials for each of the Hotel Properties. When Hospitality was
not paid for the work it performed at the Hotel Properties,
Hospitality duly filed Notices of Mechanic's Liens against the
Hotel Properties in November 1998:

A. Notice of Mechanic's Lien in the sum of $1,137,006 on the
     property known as the Holiday Inn Jamestown;

B. Notice of Mechanic's Lien in the sum of $1,641,038 and an
     Amended Notice of Mechanic's Lien in the sum of $2,053,059
     on the property known as the Niagara Falls Holiday Inn
     Select;

C. Notice of Mechanic's Lien in the sum of $2,022,060 on the
     property known as the Niagara Falls Sheraton Four Points;
     and

D. Notice of Mechanic's Lien in the sum of $1,773,349 and an
     Amended Notice of Mechanic's Lien in the sum of $1,906,562
     on the property known as the Grand Island Holiday Inn.

On April 26, 1999, Mr. Chartan tells the Court that Safeco
issued bonds in connection with each of the Hotel Properties.
Each bond states in pertinent part as follows: "Lodgian . . . as
successor to Servico . . . as principal ("Principal"), and the
Safeco Insurance Company of America, a Washington Corporation
authorized under the laws of the state of New York, having its
principal office at Safeco Plaza, City of Seattle, WA, as
surety, are held and firmly bound unto the Clerk of the County
of Niagara . . . for which payment we bind ourselves, our heirs,
executors, administrators, successors and assigns, jointly and
severally firmly by these presents." Thereafter, the Courts in
each of the counties in which the hotels were located discharged
the Mechanic's Liens filed by Hospitality.

According to Mr. Chartan, in 1999, Hospitality  filed an action
against Lodgian, Servico, Impac and the Servico hotel
subsidiaries to recover damages for among other things, breach
of contract, originally filed in New York County was transferred
to Erie County and is now pending in Supreme Court, Erie County,
under Index No. I1999-2538. At the time the debtors filed for
bankruptcy, a note of issue and certificate of readiness for
trial had been filed with a limited number of depositions
remaining to complete. As a result of the bankruptcy filing,
that action has been stayed and any new action by Hospitality to
prosecute its Mechanic's Lien is presently stayed as well even
though Safeco would be liable, not the debtors.

Hospitality now seeks to foreclose the aforementioned Mechanic's
Liens and to recover from Safeco, the surety, based on the bonds
issued by Safeco. However, Hospitality asks the Court to modify
the automatic stay in effect pursuant to Sec. 362 of the
Bankruptcy Code so that the owners of the Hotel Properties can
be named as defendant parties.  Mr. Chartan explains that
joinder is necessary because the Lien Law mandates that even
where a lien has been discharged by a bond the owner of the real
property subject to the lien is still a necessary party to a
lien foreclosure action. Joinder of the debtor owners, however,
will not affect the assets of the debtors' estates or
reorganization because the judgment sought by Hospitality  will
only be against Safeco and the bonds it issued to secure
discharge of Hospitality's Mechanic's Liens.

Although the Hotel Properties were encumbered by Hospitality's
Mechanic's Liens when they were initially filed, Mr. Chartan
points out that Safeco's bonds now secure the Mechanic's Liens
in place of the property and will be liable if Hospitality can
prove the existence of valid liens in the foreclosure action.
Nevertheless, the filing of undertakings to discharge the liens
does not obviate the necessity of joining the owner of the real
property as a party to the action. Therefore, Hospitality makes
this application to modify the stay under 11 U.S.C. Sec. 362 to
permit it to file a lien foreclosure action to enforce its liens
in which the owners of the Hotel Properties will be party
defendants.

While Hospitality could present its entire claim in this Court,
Mr. Chartan believes that prosecution of a portion of its claim
against Safeco in a foreclosure action will benefit all
unsecured creditors by reducing the total amount of unsecured
claims to be paid from the debtors' estate. Based on the
foregoing, cause exists for lifting the automatic stay of 11
U.S.C. Sec. 362 to permit Hospitality to commence a lien
foreclosure action in the circumstances now presented. (Lodgian
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


LUCILLE FARMS: Fails to Comply with Nasdaq Listing Requirements
---------------------------------------------------------------
Lucille Farms, Inc. (NASDAQ:LUCY)(BSE:LUCY) reported that the
Company received a Nasdaq Staff Determination, dated March 28,
2002 which indicated that the Company was not in compliance with
the minimum $2,000,000 net tangible assets requirement or the
minimum $2,500,000 stockholders' equity requirement for
continued listing set forth in Marketplace Rule 4310(C)(2)(B),
and that its securities were, therefore, subject to delisting
from the Nasdaq SmallCap Market.

The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. There
can be no assurance that the Panel will grant the Company's
request for continued listing.

Lucille Farms, Inc. is engaged in the manufacture and marketing
of mozzarella cheese and, to a lesser extent, other Italian
variety cheeses. Currently, the Company's products are primarily
manufactured in the Company's USDA approved production facility
in Swanton, Vermont.


MBC HOLDING: Creditors' Meeting Scheduled for April 9, 2002
-----------------------------------------------------------
The United States Trustee will convene a meeting of MBC Holding
Company's creditors on April 9, 2002 at 9:30 a.m., U.S.
Courthouse, Room 1017, 300 S 4th Street, Minneapolis, MN 55415.  
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.  

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

MBC Holding Company which operates a full scale brewery in St.
Paul, Minnesota filed for chapter 11 bankruptcy protection on
February 21, 2002 in the U.S. Bankruptcy Court for the District
of Minnesota. Michael F. McGrath, Esq. at Ravich Meyer Kirkman
McGrath & Nauman PA represents the Debtor in its restructuring
efforts. When the Company filed for protection from its
creditors, it listed $16,154,876 in total assets and $17,230,642
in total debts.


MARINER POST-ACUTE: MHG Gets Final Okay of DIP Financing Pact
-------------------------------------------------------------
At Mariner Health Group Debtors' behest, the Court issued a
Final Order:

      (a) approving the Fourteenth Amendment to the DIP Credit
Agreement by and among the MHG Debtors and the Lenders, First
Union National Bank as Syndication Agent, PNC Capital Markets,
Inc. and First Union Securities, Inc. as Co-Arrangers, and PNC
Bank, National Association as Collateral Agent and
Administrative Agent, and as an issuing bank for Letters of
Credit under the DIP Agreement; and

      (b) extending the maturity of the DIP Agreement and the
consensual use of the cash collateral of the Prepetition Senior
Secured Lenders through May 31, 2001.

Among other things, the 14th Amendment to the DIP Agreement
provides for an amendment of the maturity date from April 1,
2002 to June 1, 2002.  The Fourteenth Amendment Effective Date
is March 25, 2002, provides, among other things, that the
Administrative Agent has received from Borrowers, for
distribution to the Lenders, an amendment fee equal to 0.167% of
the aggregate Tranche A Commitments of such Lenders after giving
effect to this Fourteenth Amendment.

The Court is convinced that the relief is necessary to avoid
immediate and irreparable harm to the MHG Debtors' estates.
(Mariner Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


MARTIN INDUSTRIES: AmSouth Extends Loan Maturity to July 1, 2002
----------------------------------------------------------------
Martin Industries, Inc. (OTCBB:MTIN), a manufacturer of gas
heating appliances, premium gas and wood-burning fireplaces and
gas logs, announced that its primary lender, AmSouth Bank,
agreed to an extension of its $7.5 million line of credit
through July 1, 2002. The amount of the loan available for
borrowing varies based on the value of the Company's  
receivables, inventory and equipment securing the line. At March
29, 2002, the outstanding balance on the line was $5.6 million.
Should the Company not be able to repay its primary lender in
full by July 1, 2002, the primary lender will receive a warrant
to purchase common stock in the Company equal to 10% of the
outstanding shares, at an exercise price to be determined.

Martin also announced that, in addition to receiving the
extension from its primary lender, three of its directors,
William D. Biggs, Sr., Jim D. Caudle, Sr. and John L. Duncan
have agreed to loan the Company $1.5 million for six months at
an annual interest rate of 12%, with a 5% placement fee due on
the funding of that loan and an additional 3% fee due on
repayment. The loan by these Directors will be secured by an
unencumbered first mortgage on all of the Company's real estate.

Jack Duncan, President and CEO, stated, "The extension of our
bank line of credit and the personal commitment to the Company
by two of my fellow Directors and me with a $1.5 million loan
should provide Martin with the liquidity and working capital
necessary to maintain our production operations in the near term
and thereby enable us to deliver top-of-the-line gas heating
appliances and premium fireplaces on time to our customers. I
believe, given this additional source of capital, that the
significant restructuring activities we have taken over the last
18 months combined with our strategy of focusing on being a
leading manufacturer of home heating appliances and fireplaces
makes it possible for us to reestablish Martin Industries as a
strong contender in this marketplace. During the next several
weeks, we will also be aggressively pursuing alternate permanent
financing to replace our current line of credit and provide
needed working capital to the Company over the long term. We
have received several non-binding indications of interest from
unrelated parties and, with the assistance of the Company's
investment bankers, McDonald Investments, are considering these
and other financing options."

                    Financial Results

Martin reported a net loss for 2001 of $15.9 million compared
with a net loss of $24.6 million in 2000. The results for 2001
are adjusted to reflect the transfer on February 20, 2002 of the
Company's Canadian subsidiary, which was the parent company of
Hunter Technology Inc, and the sale of the Company's Broilmaster
grill line on November 30, 2001. Of the net loss in 2001, $6.1
million is attributable to the transfer of the Canadian
subsidiary. The results for 2000 are adjusted to reflect only
the sale of Broilmaster.

Net sales for the year were $34.9 million down $12.5 million, or
26%, from $47.4 million in 2000. A significant portion of the
decline in sales is related to the transfer of the Canadian
subsidiary, the revenues of which are not included in the 2001
results but which amounted to $8.4 million in 2000.

At December 31, 2001, the company's total current liabilities
exceeded its total current assets by about $5.4 million.

Jack Duncan commented, "We have successfully disposed of our
non-core assets, significantly reduced our cost structure
through improved processes, product reengineering and major
reductions in our hourly and salaried employment, and developed
an exciting, highly competitive new line of products. With these
developments behind us, and given sufficient financing, we
believe we are well positioned to once again service our
customers on a timely basis with the high-quality, leading edge
products that they associate with the Martin brand, which is the
first step in rebuilding shareholder value."

Martin Industries designs, manufactures and sells high-end, pre-
engineered gas and wood-burning fireplaces, decorative gas logs,
fireplace inserts and gas heaters and appliances for commercial
and residential new construction and renovation markets.

Additional information on Martin Industries and its products can
be found at its Web site: http://www.martinindustries.com


MCWATTERS: Sets April 8 as Record Date for Plan Implementation
--------------------------------------------------------------
McWatters announced that all registrations necessary to
implement its plan of compromise and arrangement and
reorganization of indebtedness and liabilities and of share
capital have been received and that the record date
for implementation of the Plan and issuance of the new common
shares and rights is April 8, 2002.

All unsecured creditors and shareholders of McWatters on the
Record Date will receive New Common Shares and Rights of
McWatters in accordance with the terms of the Plan. The New
Common Shares and Rights will begin trading on The Toronto Stock
Exchange at the market opening on April 4, 2002 on a "when-
issued" basis under the symbols "MWA" and "MWA.RT",
respectively. The Rights will expire at 5:00 p.m. (Montreal
time) on May 3, 2002 at which time any unexercised Rights will
be void and of no further value.

The Corporation's old common shares (symbol "MCW") and preferred
shares (symbol "MCW.PR.A") will be exchanged for New Common
Shares on the Record Date and, following such exchange, will be
cancelled.

                Upon implementation of the Plan:

      * all unsecured creditors will be issued in aggregate, in
        full and final satisfaction of their claims, up to
        148,000,000 New Common Shares;

      * each holder of preferred shares will be issued 1.29388
        New Common Shares for each preferred share held;

      * each holder of common shares will be issued 0.28122 New
        Common Shares for each common share held; and

      * one Right will be issued for each New Common Share
        issued under the Plan.

                       Rights Offering:

A total of $12 million of a new class of convertible debentures
of McWatters will be offered by McWatters under the Rights
offering.  A payment of $1,000 and 16,416 Rights are required to
acquire $1,000 principal amount of Convertible Debentures. The
Convertible Debentures are convertible at any time at a price of
$0.13 per New Common Share and pay interest at rates ranging
from 8% to 15% based on the price of gold. Interest on the
Convertible Debentures is payable in New Common Shares or, under
certain circumstances, in cash. The Convertible Debentures will
mature on January 1, 2012.

On or about April 12, 2002, all unsecured creditors and common
and preferred shareholders participating in the Plan will be
sent a supplement to the information circular dated December 17,
2001 which will provide details regarding the final terms of the
Convertible Debentures and the Rights, as well as the process
for subscribing for Convertible Debentures on the exercise of
Rights.

Detailed information on McWatters' business plan and its
reorganization is contained in the circular and the supplement
mentioned above.

McWatters is an important Canadian gold producer involved in the
development of the Sigma-Lamaque Complex open pit mining
operation through a partnership with SOQUEM.  SOQUEM is a
division of SGF Mineral inc., part of the SGF organization. SGF
invests with private sector partners to promote industrial
expansion in Quebec on a profitable basis.  For additional
information, visit our Web site at http://www.mcwatters.com  


MCWATTERS MINING: Net Loss Drops to $11 Million in FY 2001
----------------------------------------------------------
For the year ended December 31, 2001, McWatters posted a mine
operating income of $3.2 million on total revenues of $40.2
million, compared to a mine operating income of $292,000 on
total revenues of $65.5 million in 2000.

On February 14, 2001, the Company obtained an order from the
Superior Court of Quebec granting to McWatters the protections
of the Companies' Creditors Arrangement Act. McWatters then
embarked upon a financial and operational restructuring process
which led to the filing of a plan of arrangement with its
creditors and its shareholders. Restructuring costs amounted to
$3.6 million as at December 31, 2001.

On the same date, McWatters ceased its mining operations at the
Sigma-Lamaque Complex for an undetermined period of time. Stand-
by and maintenance costs as well as expenses associated with the
preparation of a new mining plan totalling $2.8 million were
engaged during 2001.

The fiscal year ended with a net loss of $11.3 million, compared
to a net loss of $49.8 million in the previous year when a
devaluation of mining assets totaling $38.8 million was
recorded.

Funds generated from operations totaled $8.8 million in 2001,
compared with $6.2 million in 2000. Cash position as of December
31, 2001 stood at $2.4 million, compared to $573,000 at the end
of the previous year.

Despite a weaker price in American dollar per ounce of gold of
US$282 in 2001, compared to US$292 in 2000, the Company realized
a higher Canadian gold price per ounce of CA$437 in 2001,
compared to CA$434 in 2000.

Per share data for the year 2001 is based on the weighted
average number of common shares outstanding of 79,609,880 in
2001, compared to 74,106,241 shares outstanding in 2000.

For the fourth quarter of 2001, mine operating income totaled
$1.9 million, on total revenues of $9.3 million, compared with a
mine operating loss of $160,000 on total revenues of $17.7
million in the previous year. Net loss for the fourth quarter of
2001 was $4.8 million compared with a net loss of $31.8 million,
in the same period of 2000.

Funds generated from operations were negative at $1.6 million
for the last quarter of 2001, compared with $1.2 million for the
same period of 2000.

   Implementation of Plan and Closing of Necessary Financing

On December 11, 2001, McWatters filed a plan of compromise and
arrangement and reorganization of indebtedness and liabilities
and of share capital. The Plan was approved by secured and
unsecured creditors and shareholders on January 23, 2002. The
Superior Court of Quebec ratified the Plan on January 28, 2002
and implementation of the Plan was announced in a Press Release
dated April 2, 2002.

                   Fresh Start Accounting

The implementation of the Plan resulted into a change of
control. As of March 31, 2002, the Company will have to proceed
with a comprehensive revaluation of its assets and liabilities
on a basis generally referred to as a fresh start accounting. As
a result, all assets and liabilities of McWatters will be
reviewed and adjusted in accordance with their net market value
and the deficit as well as retained earnings will be brought
back to zero.

Financial statements as of December 31, 2001 also include a pro
forma balance sheet. This pro forma balance sheet reflects a
fresh start accounting which fairly represents the effect of the
Plan as if it had taken effect on December 31, 2001.

                       Operating Results

For the year 2001, McWatters produced 88,203 ounces of gold at
cash operating costs of US$217 per ounce. Gold production came
primarily from the Kiena Complex, following the closing of the
Sigma-Lamaque Complex in February, 2001. In 2000, total gold
production reached 150,033 ounces at cash operating costs of
US$245 per ounce. Fourth quarter gold production was 20,929
ounces at cash operating costs of US$182 per ounce in 2001,
compared to 41,275 ounces at cash operating costs of US$238 per
ounce for the same period of 2000.

                     Sigma-Lamaque Complex

On February 14, 2001, the Sigma-Lamaque Complex was put on a
care and maintenance basis. McWatters' technical team formulated
a long term mining plan that would see daily production of 5000
tonnes of ore per day over a seven year period as offering a
maximum return on investment. The development of the Sigma-
Lamaque Complex into an open pit operation will be done under a
limited partnership with SOQUEM inc.

The Sigma-Lamaque Complex seven year open pit mining plan
includes the production of 856,000 ounces of gold at cash
operating costs of US$165 per ounce and at total costs,
including capital, of US$212 per ounce during the life of this
mining plan. Once maximum output is achieved, average annual
gold production of 150,000 ounces is expected throughout the
seven year plan. Gold production at the Sigma-Lamaque Complex is
scheduled to begin in the fourth quarter of 2002.

                      Kiena Complex

For the year 2001, the Kiena Complex produced 81,631 ounces of
gold at cash operating costs of US$202 per ounce, compared to
86,610 ounces of gold in 2000 at cash operating costs of US$227
per ounce. This strong performance is primarily the result of
better cost control and a reduction in current mine development.

For the fourth quarter of 2001, the Kiena Complex produced
20,929 ounces of gold at cash operating costs of US$182 per
ounce, compared to 21,539 ounces at cash operating costs of
US$220 per ounce in 2000.

With the forecast depletion of developed reserves at the Kiena
Complex, we anticipate that mining operations as this Complex
will end during the third quarter of 2002.

                          Outlook

Throughout 2002, the Company will focus on expanding its milling
capacity at the Sigma-Lamaque Complex, according to its new
mining plan. The restarting of the Sigma-Lamaque Complex open
pit operation is the result of constant efforts from the
McWatters team over the last 12 months. The beginning of
production is scheduled for the fourth quarter of this year
while full production level of 5000 tonnes per day should be
reached in the second half of 2003. At that time, sufficient
production levels should permit McWatters to record positive
cash flows and operate at profit. McWatters is confident that
the Sigma-Lamaque open pit project is restarting on a sound
financial basis and according to a mining plan that is in line
with the magnitude of this project.

McWatters is an important Canadian gold producer involved in the
development of the Sigma-Lamaque Complex open pit mining
operation through a partnership with SOQUEM.  SOQUEM is a
division of SGF Mineral inc., part of the SGF organization.  SGF
invests with private sector partners to promote industrial
expansion in Quebec on a profitable basis.  For additional
information, visit our Web site at http://www.mcwatters.com.


METALS USA: Court Extends Exclusive Period to June 26, 2002
-----------------------------------------------------------
H. Rey Stroube, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Wilmington, Delaware, acting in behalf of the Official Joint
Committee of Unsecured Bondholders and Creditors of Metals USA,
Inc., and its debtor-affiliates asks the Court to deny the
Debtors' motion to extend the Exclusivity Period by 163 days
because the Debtors have not shown good cause to be granted such
an extension.

Mr. Stroube relates that the Committee is not disputing what the
Debtors claim they have achieved, but that the Debtors fail to
show compelling reason why the Court should extend the
Exclusivity Period.  This, in essence, keeps the Creditors
hostage to the Debtors for an additional 163 days. Such an
extension rewards a debtor for delaying important deadlines and
punishes a punctual and efficient debtor that meets deadlines
under the Bankruptcy Code.

Mr. Stroube surmises that there is no correlation between the
Debtors continuing to have the exclusive right to file a Plan
and their ability to reject leases and executory contracts and
sell unprofitable business units. The fact that the Debtors have
not had disputes with the Committee does not entitle the Debtors
to delay the cases for an additional 163 days.

Mr. Stroube tells the Court that the Committee is willing to
support the Debtors' request for an extension of the Exclusivity
Period if the Debtors agree to:

A. Reduce the extension of the Debtors' exclusivity period to 60
    days;

B. Provide the Committee with a copy of its board-approved
    business plan . . . and in no event less than three weeks
    prior to the Debtors making it public;

C. Provide the Committee's professionals with the Debtors'
    acquisitions analyses so that the Committee can
    better judge the value received in certain upcoming asset
    sales, evaluate any potential avoidance actions relating to
    the Debtors' acquisitions and evaluate the Debtors' proposed
    business plan;

D. Provide the Committee with an accounting and other necessary
    information so that it may independently judge whether the
    companies should be substantively consolidated as proposed
    by the Debtors;

E. Make every effort to set a bar date for filing proofs of
    claim within 60 days of having filed their schedules; and

F. Provide the Committee with information relating to the
    Debtors' 5 to 10 key customers by location.

                            *   *   *

Judge Greendyke convened Court on March 22, 2002 to hear the
Debtors' and the Committee's arguments.   Now is not the time,
Judge Greendyke opines, to engage in litigation over this issue.
With the agreement of the Debtors and the Committee, Judge
Greendyke extends the Debtors exclusive periods to June 26,
2002. The Debtors and the Committee will return to Court on June
26, 2002 to continue their debate about whether exclusivity
should be further extended. (Metals USA Bankruptcy News, Issue
No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONAL STEEL: U.S. Trustee Appoints Creditors' Committee
----------------------------------------------------------
Ira Bodenstein, United States Trustee for the Northern District
of Illinois, appoints these unsecured creditors of National
Steel Corporation et. al, to serve on the Official Committee of
Unsecured Creditors:

            P.B.G.C.
            1200 K St. NW, Suite 340
            Washington, DC
            Attn: Nathaniel Rayle

            United Steelworkers
            Five Gateway Center
            Pittsburgh, Pennsylvania
            Attn: Kim Siegfried

            EES Coke Battery, LLC
            414 S. Main Street, Suite 600
            Ann Arbor, Michigan
            Attn: Gerald S. Endler

            HSBC
            452 Fifth Avenue
            New York
            Attn: Russ Paladino

            Jewell Coke Company, L.P.
            1111 Northshore Drive, Suite N600
            Knoxville, Tennessee
            Attn: Mark McCormick

            Tube City, Inc.
            1700 Grant Bldg.
            Pittsburgh, Pennsylvania
            Attn: Stanley Levine

            Praxair, Inc.
            300 Great Lakes Ave.
            Ecorse, Michigan
            Attn: Robert Cratin

            Bearing Headquarters Co.
            c/o Robert W. Singer
            1350 N. Northwest Highway
            Mt. Prospect, Illinois
            Attn: Michael J. Gaicus

            Noble Metal Processing, Inc.
            28213 Van Dyke Ave.
            Warren, Michigan
            Attn: Michael A. Azar

            Edward C. Levy Co.
            8800 Dix Ave.
            Detroit, Michigan
            Attn: Robert Flucker

            Eramet
            333 Rouser Road, Suite 300
            Coraopolis, Pennsylvania
            Attn: Bob Burdette
(National Steel Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NEON COMMS: Will Delay Form 10-F Filing due to Debt Workout Deal
----------------------------------------------------------------
NEON(R) Communications, Inc. (NASDAQ:NOPT) a leading provider of
advanced optical networking solutions and services in the
northeast and mid-Atlantic markets, announced that it has filed
a request on Form 12b-25 with the Securities and Exchange
Commission to extend the filing date for its Form 10-K Annual
Report. This extension should allow the Company to include more
information about the progress of its restructuring efforts in
the Annual Report. NEON is not making any changes to its
financial results for the fourth quarter and year ended 2001
which were reported on February 27, 2002.

Steve Courter, NEON Chairman and CEO, said: "As previously
reported, we are in discussions with a group representing
holders of more than two thirds of our Senior Notes and others
regarding a possible debt restructuring and related financing
alternatives. I believe we are making good progress in these
areas and should be nearing the final stages of this process. We
are requesting this extension so we can provide more information
about our restructuring efforts in the Annual Report."

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


NETIA HOLDINGS: Agrees to Lower Acceptance Threshold to 90%
-----------------------------------------------------------
Netia Holdings S.A. (Nasdaq: NTIAQ, WSE: NET), Poland's largest
alternative provider of fixed-line telecommunications services,
announced that, in connection with the consensual restructuring
of its debt, Netia and the Ad Hoc Committee of its bondholders
mutually agreed to lower the percentage of noteholders required
to consent to the restructuring from 95% of the total value of
all claims of the holders of the Notes, as required in the
Restructuring Agreement, to 90% of the total value of all claims
of the holders of the Notes.

As of March 31, 2002, the Ad Hoc Committee had received consents
from holders of over 90% of the Notes, approximately 7% of which
had been executed on a conditional basis. Accordingly, Netia
will continue the implementation of the restructuring.

DebtTraders reports that Netia Holdings SA's 13.50% 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.


NETNATION: Eyeing External Financing to Fund Further Growth
-----------------------------------------------------------
NetNation Communications Inc., NetNation.com, and
DomainPeople.com are trademarks or service marks of NetNation
Communications, Inc.  NetNation competes in the web hosting and
domain name registration  markets and is focused on meeting the
needs of small and medium-sized businesses and individuals  who
are establishing a commercial or informational presence on the
Internet.  NetNation was  incorporated under the laws of the
State of Delaware on May 7, 1998, under the name Collectibles
Entertainment Inc. for the purpose of operating an online sports
card and other tradeable memorabilia distribution business.  
Collectibles changed its name to NetNation Communications, Inc.
on April 14, 1999 in conjunction with the acquisition of a web-
site hosting business based in Vancouver, Canada.  The common
shares of NetNation currently trade on the Nasdaq Small
Capitalization Market under the ticker symbol "NNCI".

NetNation entered into the web hosting business through its
acquisition of the Canadian Subsidiary.  The Canadian Subsidiary
is a private company incorporated under the laws of the Province
of British Columbia, Canada on February 19, 1997. The Canadian
Subsidiary became a wholly owned subsidiary on April 7, 1999
pursuant to an agreement between the shareholders of the
Canadian Subsidiary and Collectibles .  Under the Share Purchase
Agreement, Collectibles acquired 9,000,000 Class A common shares
and 1,000,000 Class B preferred shares of the Canadian
Subsidiary, being all of the issued and outstanding shares of
the Canadian Subsidiary.  The purchase price for the shares of
the Canadian Subsidiary was $1,000,000 in Canadian currency,
which was paid by the issuance of 10,000,000 common  shares of
Collectibles.  Upon conclusion of the acquisition, Collectibles
changed its name to NetNation.

For the year ended December 31, 2001, NetNation achieved net
earnings of $757,917 as compared to a net loss of $3,971,597for
the same period in 2000.

                             Revenue

NetNation's 2001 revenues were derived from Web Hosting (68%) of
which 5% was from Server Co-Location, and Domain Name
Registration services (32%). At December 31, 2001, NetNation had  
registered approximately 300,000 Internet domain names and was
hosting more than 22,000 web sites. NetNation's products and
services are sold worldwide, directly to customers and through
resellers.

NetNation's 2001 revenue of $6,646,433 was an increase of
$1,634,574, or 33%, over 2000 revenue.  During 2001, the number
of sites hosted increased approximately 37%, from 16,000 to
22,000.  The increase in revenue was due to the increase in the
number of web sites hosted and a full year of growth in the
domain name registration segment of NetNation's business.

Domain name registration services are billed and collected in
advance of provision of the service  and are deferred and
recorded as revenue on a straight-line basis over the term of
registration. The unrecognized portion of the fees has been
recorded as deferred revenue. The deferred revenue amount on the
balance sheet at December 31, 2001 includes $1,708,233 related
to domain name registration.

At December 31, 2001, the Company had cash and cash equivalents
of $1,678,950 compared to $748,745 at December 31, 2000 and
$988,077 at December 31, 1999.  The increase reflects positive
cash flows from operations for 2001 less the investment in fixed
assets. Based on management's current projections, the Company
believes that it has adequate resources for continued very
moderate growth in revenues for the foreseeable future. The
Company's management may evaluate from time to time the
availability of external financing. The Company may seek
additional capital to accelerate growth but there is no
guarantee that capital will be available at acceptable terms or
at all. While there are no commitments, management may make
capital expenditures from time to time as the operations demand.

In August the company was subject to delisting from Nasdaq for
failure to comply with its continued listing requirements.


NIAGARA MOHAWK: Working Capital Deficit Tops $388MM at Dec. 31
--------------------------------------------------------------
On March 18, 1999, Niagara Mohawk Power Corporation was
reorganized into a holding company structure in accordance with
its Agreement and Plan of Exchange between Niagara Mohawk and
Niagara Mohawk Holdings, Inc. Niagara Mohawk's outstanding
common stock was exchanged on a share-for-share basis for
Holdings common stock. Niagara Mohawk's preferred stock and debt
were not exchanged as part of the share exchange and continue as
shares and debt of Niagara Mohawk. To complete the holding
company structure, Niagara Mohawk, on March 31, 1999,
distributed its ownership in the stock of Opinac North America,
Inc. as a dividend to Holdings. As a result, Holdings has two
subsidiaries, (1) Niagara Mohawk, which is primarily a regulated
electric and gas utility, and (2) Opinac, which is mainly
involved in unregulated activities in the energy business.

On January 31, 2002, Holdings became a wholly owned subsidiary
of National Grid. National Grid owns and operates the high
voltage transmission system in England and Wales. National Grid,
through another subsidiary, National Grid USA, also has
substantial transmission and distribution operations in the
United States following its acquisitions of New England Electric
System and Eastern Utilities Associates in early 2000. The
combination of Niagara Mohawk and National Grid more than
doubled the size of National Grid's U.S. operations, with an
electric customer base of approximately 3.3 million.

Electric revenues for 2001 were $3,401.9 million, and were
$3,207.4 million and $3,247.8 million in 2000 and 1999,
respectively.

The third quarter of 2001 includes a non-cash write-off of $123
million to reflect the disallowed nuclear investment costs as
part of a regulatory settlement agreement related to the sale of
the nuclear assets and previously deferred investment tax
credits related to the nuclear assets of $79.7 million.  In the
fourth quarter of 2000, Niagara Mohawk expensed $10.2 million
for adjustments based on the regulatory review of the deferred
costs related to the sale of the generation assets in 1999 and
2000.  In the third quarter of 2000, Niagara Mohawk recorded
earnings of $19.4 million of insurance proceeds and disaster
relief associated with the January 1998 ice storm restoration
effort.

At December 31, 2001, Niagara Mohawk's principal sources of
liquidity included cash and cash equivalents of $126.0 million
and accounts receivable of $390.3 million. Accounts receivable
are net of amounts sold. Niagara Mohawk has a negative working
capital balance of $387.8 million primarily due to long-term
debt due within one year of $546.9 million. Ordinarily,
construction related short-term borrowings are refunded with
long-term securities on a periodic basis. This approach
generally results in a working capital deficit. Working capital
deficits may also be a result of the seasonal nature of Niagara
Mohawk's operations as well as the timing of differences between
the collection of customer receivables and the payments of fuel
and purchased power costs.  Niagara Mohawk believes it has
sufficient cash flow and borrowing capacity to fund such
deficits as necessary in the near term.


OXIS INT'L: Meridian Financial Discloses 63.07% Equity Stake
------------------------------------------------------------
16,500,000 shares of common stock of Oxis International, Inc.,
constituting approximately 63.07% of the issued and outstanding
common stock of the Company is beneficially owned by Meridian
Financial Group, LLP, (a Nevada limited liability partnership)
and Triax Capital Management, Inc. (a Nevada corporation).  
Meridian and Triax have sole power to vote and/or dispose of the
16,500,000 shares.

Dr. Marvin Hausman, President and Director of Axonyx, Inc.,
Joseph R. Edington, President of Marycliff Investment
Corporation, and Rick Street, Certified Public Accountant, share
voting and dispositive power over the 16,500,000 shares.

Meridian Financial Group, LLP has obtained the shares
principally for investment and long term appreciation. Working
capital of Meridian was also used to purchase Oxis preferred
stock and upon the closing of acquisition of the shares of
preferred stock, two representatives of Meridian Financial
Group, LLP were added to the Board of Directors of Oxis
International, Inc. Oxis International, Inc. is currently
considering a number of changes to its current business
objectives.
             
Triax Capital Management, Inc., Dr. Marvin Hausman, Joseph R.
Edington, and Rick Street are all affiliates of Meridian
Investment Group, LLP.

The company specializes in diagnosing, treating, and preventing
oxidative stress-related diseases. The company earns most of its
revenues from subsidiary OXIS Health Products, which makes
medical instruments, diagnostic assays, and a cow enzyme to
treat humans and animals. Its OXIS Therapeutics unit develops
drugs: Its lead product, BXT-51072, is currently in clinical
trials to treat inflammatory bowel disease, which is believed to
be connected to oxidative stress. The company is also
researching drugs for cardiovascular and neurodegenerative
diseases, which may be related to oxidative stress as well.
Swiss investment bank Pictet & Cie owns 25% of the firm. At
September 30, 2001, the company had a working capital deficit of
about $200,000.


PACIFIC CONSOLIDATED: CDNX Delists Shares On Listing Violations
---------------------------------------------------------------
Effective at the close of business April 02, 2002, the common
shares of Pacific Consolidated Resources Corp. ("PCD") was
delisted from CDNX for failing to maintain Exchange Listing
Requirements.

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


PANAVISION INC: S&P Junks Ratings Following Tender Offer
--------------------------------------------------------
On April 1, 2002, Standard & Poor's lowered its ratings on
Panavision Inc. to 'CC' following the company's tender offer to
repurchase its publicly held subordinated debt at less than par
value. The tender offer is part of the company's plan to
completely restructure its existing debt. All existing and new
ratings were placed on CreditWatch with negative implications.
Panavision, headquartered in Woodland Hills, California, is the
leading designer and manufacturer of high-quality camera systems
that are rented to the motion picture and television industries.
The company also rents lighting equipment and sells lighting
filters in certain markets. Panavision had $472 million in total
debt at the end of 2001.

Standard & Poor's views the terms and nature of the tender offer
to be tantamount to a default. The offer price of 65% of the
face value of the notes is far below the par value. In addition,
while rejection of the offer would preserve the bondholders'
full claim, the secondary market liquidity is likely to be
impaired. This is because the amount of bonds outstanding will
shrink considerably to only $52 million, even if no bondholders
tender their notes, because Panavision has already reached
private agreements to retire the remaining 73% of the existing
bonds at a substantial discount. Furthermore, numerous
protective terms will be stripped from the bond indenture if
more than half of the public bondholders accept the tender
offer. If the tender offer is accepted by any of the
bondholders, Standard & Poor's would lower Panavision's
subordinated debt rating to 'D' and its corporate credit rating
to 'SD'.

At the same time, Standard & Poor's assigned ratings to
Panavision's proposed $180 million senior secured bank facility
and to the company's proposed $250 million Rule 144A senior
secured notes due in 2009. The proposed debt would be used to
fully refinance Panavision's existing debt.

The ratings reflect the assumption that Panavision's
recapitalization is successfully completed and reflect the
company's dominant market position in its core markets, balanced
by its very aggressive financial strategies, still high
financial risk, and limited business diversity.

Panavision cameras dominate the feature film and television
production industries, with a market share of about 75%, and
hold strong positions in the markets for independent films and
television commercials. The breadth and depth of Panavision's
inventory and its exclusive worldwide distribution network
provide it with a competitive advantage in meeting the
scheduling and location demands of high-budget feature film
productions. The company's digital camera joint venture with
Sony should help Panavision protect its market position while
lowering capital expenditure and research and development
expenses. Still, the company's cash flow potential is limited by
its heavy capital expenditures, vulnerability to fluctuating
production levels of key markets, and logistical impediments to
achieving higher equipment utilization.

EBITDA was up nominally in 2001 as the accelerated movie
production in the first half of the year that resulted from
industry concerns about a possible talent strike at midyear, was
offset by a second half slowdown. The production of television
commercials was low all year. EBITDA should drop in the first
half of 2002 because of lower feature film production levels
compared with 2001. Debt to EBITDA of 6.8 times at year-end is
high. The proposed refinancing would lower debt by 13% and lower
interest expenses accordingly. Still, financial risk would
remain high with pro forma debt to EBITDA of 5.7x and EBITDA
coverage of interest of 1.9x. Liquidity should remain modest and
access to capital is dependent upon the company's ability to
remain in compliance with the financial covenants on its
revolving credit facility.

All ratings will remain on CreditWatch with negative
implications until the tender offer and recapitalization are
complete.


PENTACON: S&P Drops Ratings to SD After Missed Interest Payment
---------------------------------------------------------------
Standard & Poor's on April 3, 2002, lowered its corporate
credit, to 'SD', and subordinated debt ratings on Houston,
Texas-based Pentacon Inc. and removed them from CreditWatch. The
senior secured (bank loan) rating was lowered and remains on
CreditWatch with negative implications, where it was placed on
November 1, 2001. The rating actions followed the company's
announcement that it did not make the scheduled interest payment
due April 1, 2002, on its $100 million 12.25% senior
subordinated notes due April 1, 2009; the indenture for the
notes provides a 30-day grace period.

Pentacon also announced its approval of a proposal to effect a
recapitalization. The contemplated transaction would result in
holders of the notes receiving 90% of the common stock of
Pentacon and $35 million principal amount of newly issued senior
notes due 2007, in exchange for all of the $100 million of
existing notes.

Pentacon is a leading distributor of a broad range of fasteners
and other small parts and provider of related inventory
management services from its nationwide distribution network.
The company serves the aerospace and industrial markets, each
representing about 50% of sales. The events of September 11 have
had a significantly adverse effect on the aerospace distribution
business.


PLIANT CORP: S&P Assigns B- Rating to New $100M Senior Sub Notes
----------------------------------------------------------------
On April 2, 2002, Standard & Poor's assigned its 'B-' rating to
Pliant Corp.'s proposed $100 million, 13% senior subordinated
notes due 2010, which will be guaranteed by certain
subsidiaries. Proceeds will be used to partially repay existing
bank debt and provide for potential acquisitions. The senior
subordinated notes are expected to be privately placed under
Rule 144A with registration rights.

At the same time, Standard & Poor's affirmed its long-term
corporate credit rating of 'B+' on the company. The outlook is
stable. Schaumburg, Illinois-based Pliant is a domestic producer
of value-added extruded film and flexible-packaging products for
food, personal care, medical, industrial, and agricultural
markets.

The ratings reflect Pliant's average business position, offset
by very aggressive debt leverage and limited financial
flexibility. Pliant benefits from a diverse product mix, leading
niche market shares, well established customer relationships,
and a solid technology base. Still, the industry is highly
fragmented and competition is heavy, stemming from direct
competitors, customer in-sourcing, and substitute products.
Customer concentration poses some credit risk, with the single
largest customer, Kimberly Clark, accounting for around 13% of
revenues. Pliant's operating margins (adjusted for non-recurring
items) have improved meaningfully through 2001 to the 16% area
due to ongoing cost-reduction efforts, including supply chain
initiatives, plant rationalization, and headcount reductions.

The company' s financial profile was significantly weakened
following a recapitalization in May 2000. Although the company
has not generated free cash flows in the past two years,
improved working capital management and lower capital spending
levels should aid modest free cash flow generation in the
future. In the intermediate term, funds from operations to total
debt (adjusted for capitalized operating leases) is expected to
improve to the 10%-15% range, from the high-single digit area.
Pliant benefits from sufficient availability under its $100
million revolving credit facility, however, financial
flexibility is constrained by an aggressive debt amortization
schedule. The company is expected to successfully amend its
credit agreement to permit the notes offering, and to modify
certain financial covenants.

Acquisitions remain an integral part of Pliant's growth
strategy, but the company is expected to approach potential
acquisitions in a measured fashion, while maintaining credit
quality.

                          Outlook

Leading positions in relatively stable markets and an improved
operating profile limit downside ratings risk. Conversely, the
firm's very aggressive financial policy, and a somewhat sub-par
credit profile at the current rating, restrain upside ratings
potential.


POLAROID CORP: Committee Has Until April 30 to Challenge Liens
--------------------------------------------------------------
In a second stipulation, the Pre-petition Agent of Polaroid
Corporation and the Official Committee of Unsecured Creditors
agree to further extend the time to file an adversary proceeding
or contested matter challenging the validity, enforceability,
priority or extent of the Pre-petition Agent's or the Pre-
petition Secured Lenders' liens until April 30, 2002. The
extension period is for the Debtors' real properties commonly
known as the Principal Properties in New Bedford and Waltham,
Massachusetts. (Polaroid Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


POLYMER GROUP: Reaches Agreement to Dismiss Involuntary Petition
----------------------------------------------------------------
Polymer Group, Inc. (NYSE: PGI) and the Petitioning Creditors
announced that they have reached an agreement that results in
the dismissal of the Involuntary Petition filed against Polymer
Group, Inc. on March 25, 2002 in the Federal Court, District of
South Carolina to permit the parties to discuss and negotiate
the terms of a potential restructuring of the Company.  The
Petitioning Creditors and other Creditors of Polymer Group, Inc.
have agreed to continue financial restructuring discussions
through May 12, 2002.  The Agent on behalf of the Company's
Senior Lenders supported the dismissal of the Petition.

As a result of this agreement, Polymer Group, Inc. will be
dismissed from the Involuntary Chapter 11 subject to applicable
notice requirements, and is permitted to continue business
operations as normal as if no Involuntary Petition had been
filed.

On March 15, 2002, PGI announced a comprehensive financial
restructuring that proposes to reduce the Company's debt by more
than $550 million.  In conjunction with the comprehensive
financial restructuring, the Company launched an exchange offer
for all of its Senior Subordinated Notes not held by CSFB Global
Opportunities Partners.  In order to accommodate the agreement
with the Petitioning Creditors, the Company has agreed to extend
the exchange offer to May 15, 2002.

Polymer Group, Inc., the world's third largest producer of
nonwovens, is a global, technology-driven developer, producer
and marketer of engineered materials.  With the broadest range
of process technologies in the nonwovens industry, PGI is a
global supplier to leading consumer and industrial product
manufacturers.  The Company employs approximately 4,000 people
and operates 25 manufacturing facilities throughout the world.  
Polymer Group, Inc. is the exclusive manufacturer of Miratec(R)
fabrics, produced using the Company's proprietary advanced
APEX(R) laser and fabric forming technologies.  The Company
believes that Miratec(R) has the potential to replace
traditionally woven and knit textiles in a wide range of
applications.  APEX(R) and Miratec(R) are registered trademarks
of Polymer Group, Inc.

DebtTraders reports that Polymer Group Inc.'s 9.00% bonds due
2007 (PGI1) are quoted at a price of 33. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=PGI1for  
real-time bond pricing.


PRINCIPAL HEALTHCARE: Remains in Default in Debt Repayment
----------------------------------------------------------
Omega Worldwide, Inc. (Nasdaq:OWWI) has announced that it has
requisitioned the directors of Principal Healthcare Finance
Limited, the Jersey company in which Worldwide holds a 33.375%
equity stake, to call an Extraordinary General Meeting of PHFL's
shareholders for the passing of a PHFL shareholder resolution to
reconstitute the board of directors of PHFL with the intention
that the new board will more closely reflect the pro rata
interests of PHFL's shareholders, of which Worldwide is the
largest.

PHFL and Worldwide have received indications of interest for the
purchase of all of the ordinary shares and warrants and/or
assets of PHFL which, if consummated, would result in proceeds
sufficient to repay all outstanding indebtedness of PHFL,
including all indebtedness owed to the Company, as well as
provide a return to all PHFL shareholders. The board of PHFL has
failed to reach any agreement with any prospective bidder to
pursue such expressions of interest, notwithstanding that PHFL
remains in default in the repayment of its outstanding
indebtedness to creditors including the Company. The Company has
received strong indications of support from certain of PHFL's
non-director shareholders holding a majority of the shares in
PHFL to reconstitute the PHFL board at the EGM. The Company also
announced that, as of April 2nd, 2002, PHFL has defaulted in the
payment of interest on loans made by OWI in the amount of
$1,221,304 and in the payment of management fees under the
advisory agreement between PHFL and the Company in the amount of
$85,718.

As previously announced, Worldwide, with the assistance of its
financial advisor, UBS Warburg LLC, is exploring transactions to
maximize the value of its various equity and debt investments as
well as its investment advisory and management services
arrangements, including those related to PHFL.

Worldwide provides investment advisory and management services,
as well as equity and debt capital, to the healthcare industry,
principally in Europe and the Pacific Rim. It is an owner of and
provides management services to Principal Healthcare Finance
Limited, which owns and leases 231 properties in the United
Kingdom and Jersey and Idun Health Care Ltd., the operator of
127 nursing homes in England, Scotland and Northern Ireland.
Worldwide also has established, owns in part and provides
management services to Principal Healthcare Finance Trust in
Australia, a company that owns and leases 48 nursing home
facilities and 399 assisted living facilities in the
Commonwealths of Australia and New Zealand.


RESPONSE ONCOLOGY: Intends to Pursue Chapter 11 Liquidating Plan
----------------------------------------------------------------
Response Oncology, Inc., (OTC Bulletin Board: ROIX), announced
its intention to pursue a liquidating plan to be filed on or
before April 30, 2002.  Under the terms of the plan, the Company
does not expect that there will be any recovery for equity
holders.  Numerous sales transactions are currently pending
before the Bankruptcy Court that will result in the disposal of
substantially all of the operating assets of the Company.  The
Company currently has approximately $25 million in secured debt
and approximately $17.5 million in scheduled pre-petition
unsecured debt that requires satisfaction before any recovery
would be available for equity holders.  Based on the anticipated
proceeds from the pending sales transactions and the remaining
assets of the Company, there is no reasonable possibility of
recovery for the equity class.

As previously announced, the Company and its wholly owned
subsidiaries filed voluntary petitions for relief under Chapter
11 of the United States Bankruptcy Code in the United States
District Court for the Western District of Tennessee on March
29, 2001.

Response Oncology, Inc. is a comprehensive cancer management
company.  The Company provides advanced cancer treatment
services through outpatient facilities known as IMPACTr Centers
under the direction of practicing oncologists; owns the assets
of and manages the nonmedical aspects of oncology practices; and
compounds and dispenses pharmaceuticals to certain medical
oncology practices for a fee.


SABENA SA: U.S. Bankr. Court Enters Permanent Injunction Order
--------------------------------------------------------------
               UNITED STATES BANKRUPTCY COURT
               SOUTHERN DISTRICT OF NEW YORK

In re:                          :  In a Proceeding Under Section
PETITION OF THE BOARD OF        :  304 of the Bankruptcy Code
DIRECTORS OF SABENA SA,         :
  DEBTOR IN FOREIGN PROCEEDING  :  Case No. 01-B-15224 (ALG)

   NOTICE is hereby given that in connection with the Petition
filed on October 5, 2001 pursuant to Section 304 of the
Bankruptcy Code with respect to Sabena SA, the United States
Bankruptcy Court has entered a Permanent Injunction Order dated
February 27, 2002, the pertinent terms of which are summarized
below:

   Enjoining all persons and entities from: (a) seizing,
repossessing, attaching, transferring, relinquishing or
disposing of any property of the Company in the United States,
or the proceeds of such property, including without limitation,
airplanes and related property located in airports, air travel
slots, gates and receivables from airline ticket sales to third
parties; (b) commencing or continuing any action or legal
proceeding (including, without limitation, arbitration or any
judicial, quasi-judicial, administrative or regulatory action,
proceeding or process whatsoever), including by way of
counterclaim, against the Company, or any property in the United
States that is involved in the foreign proceeding, or any
proceeds thereof; (c) enforcing any judicial, quasi-judicial,
administrative or regulatory judgment, assessment or order of
arbitration awarded against the Company, and commencing or
continuing any act or action or other legal proceeding
(including without limitation, arbitration, or any judicial,
quasi-judicial, administrative or regulatory action, proceeding
or process whatsoever) or any counterclaim to create, perfect or
enforce any lien, attachment, garnishment or setoff or other
claim against the Company, or any property in the United States,
or any proceeds thereof; (d) drawing down any letter of credit
established by, on behalf or at the request of the Company in
excess of amounts expressly authorized by the terms of the
contract, or other Agreement or applicable law pursuant to which
such letter of credit has been established; (e) withdrawing
from, setting off against, or otherwise applying property that
is the subject of any trust or escrow agreement or similar
arrangement in which the Company has an interest in excess of
amounts expressly authorized by the terms of the trust, escrow
or similar arrangement or applicable law; and (f) taking any
discovery from the Company.

   Requiring that all persons and entities in possession,
custody or control of property of the Company in the United
States, or the proceeds thereof, shall turn over and account for
such property or its proceeds to the Petitioner.

   Requiring all persons and entities that are beneficiaries of
letters of credit established by, on behalf of or at the request
of, the Company or parties to any trust, escrow or similar
arrangement in which the company has an interest, including
without limitation any deposits and/or funds held by Airlines
Reporting Corporation in connection with its agreement with the
Company to: (a) provide notice to the Petitioner's United states
counsel of any drawdown on any letter of credit established by,
on or behalf or at the request of the Company, or any withdrawal
from, setoff against, or other application of property that is
the subject of any trust or escrow agreement or similar
arrangement in which the Company has an interest, together with
information sufficient to permit the Petitioner to assess the
propriety of such drawdown, withdrawal, setoff, or other
application, including, without limitation the date and amount
of such drawdown, withdrawal, setoff, or other application and a
copy of any contact, related trust or other agreement pursuant
to which any such drawdown, withdrawal, setoff or other
application, was made and provide such notice and other
information contemporaneously therewith; and (b) turn over and
account to the Petitioner for all funds resulting from such
drawdown, withdrawal, setoff or other application, in excess of
amounts expressly authorized by the terms of any contract, any
related trust or other agreement pursuant to which such letter
of credit, trust, escrow or similar arrangement has been
established.

   Requiring that every person and entity that is a party to a
contract with the Company shall continue performance under such
contract in accordance with its terms and shall not terminate,
or declare a default under any such contract based upon a breach
by the company of any contractual provision relating to: (a) the
insolvency or financial condition of the Company; (b) the
commencement of the judicial composition proceeding pending
before the Belgian Court or any proceeding ancillary to such
proceeding, including, without limitation, the above-captioned
proceeding commenced pursuant to section 304 of the Bankruptcy
Code; (c) the issuance of a moratorium by the Belgian Court; or
(d) the appointment of administrators by the Belgian Court; and

   Providing with respect to any claim action, arbitration or
other proceeding with may be commenced or become known to the
Petitioner in the future, or the entitlement or alleged
entitlement of any beneficiary of any letter of credit
established by, on behalf or at the request of, the Company, or
of any party to any trust or escrow agreement or similar
arrangement in which the Company has an interest that is
identified by the Petitioner in the future (each a "Subsequent
Claim"): (a) when informed of a Subsequent Claim, counsel for
the Petitioner shall serve upon the holder of such claim a copy
of the Summons, the Petition and the most recent injunction
order entered by the Court; (b) the holder of a Subsequent claim
will have twenty (20) days form service of the Summons in which
to file an answer or motion with respect to the Petition; and
(c) on not less than three (3) business days' notice to counsel
for the Petitioner, the holder of a Subsequent Claim may file a
motion seeking an order of the Court vacating or modifying with
respect to such Subsequent Claim the injunction entered in this
proceeding.  Such request shall be the subject matter of a
hearing as scheduled by the Court.  Otherwise, the holder of a
Subsequent Claim may file objections and be heard by the Court
in accordance with the terms of any order of the Court providing
for a hearing in the future on the relief sought by the
Petitioner in this proceeding.

                         PINKS, ARBEIT, BOYLE & NEMETH, ESQS.
                         Attorneys for Petitioner
                         140 Fell Court Suite 303
                         Hauppauge, New York 11788
                         (631) 234-4400
                         Attn:  Robert S. Arbeit, Esq.


SERVICE MERCHANDISE: Resolves Damage Complaint Against Graco
------------------------------------------------------------
Prior to March 14, 2001, Service Merchandise Company, Inc., and
its debtor-affiliates initiated an adversary proceeding by
filing their Complaint for Damages and Related Relief against
Newell Rubbermaid, Inc., doing business as Graco Children's
Products, Inc.

The Parties reached a settlement and agree to resolution of the
Complaint wherein Graco will pay the Debtors $16,650,000.

In consideration of Graco's payment, the Debtors agree to
dismiss the Complaint with prejudice, with each party to bear
its own costs.

Furthermore, the parties stipulate that:

   "Except as otherwise provided, Graco is released from any and
   all claims and causes of action arising from or related to
   the sale of the goods to the Debtors, which claims or causes
   of action arose on or before November 2000; provided that the
   foregoing release does not apply to any claims or causes
   arising out of any indemnity obligation, fraud,
   misrepresentation, negligence or other tortuous conduct,
   breach of any warranty, or arising under the Bankruptcy
   Code." (Service Merchandise Bankruptcy News, Issue No. 29;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


SHOP AT HOME: S&P Places Junk Credit Rating on Watch Negative
-------------------------------------------------------------
On April 1, 2002, Standard & Poor's placed its 'CCC+' corporate
credit rating on Shop At Home Inc. on CreditWatch with negative
implications. The CreditWatch listing was driven by the fact
that the company is no longer seeking a proposed high yield debt
offering, and continues to explore alternative financing
options.

The rating action reflects intensified concerns about Shop At
Home's difficulty accessing capital markets and its diminished
ability to meet immediate liquidity needs. Weak results in the
company's home shopping business that were a result of
unprofitable program distribution agreements and operating
inefficiencies have driven EBITDA losses. Losses, together with
high capital spending, have contributed to discretionary cash
flow deficits.

At December 31, 2001, the company had cash balances of $19.9
million. Total debt consists of $75 million of 11% senior
secured notes due 2005 and a fully drawn $17.5 million credit
facility due 2003. An amendment to the loan agreement
prospectively eliminates quarterly EBITDA requirements through
June 30, 2002.

Operating losses are expected to continue in 2002, and
additional financing, strategic partnerships, or asset sales are
likely to be required. Asset value could be realized from the
company's five owned UHF television stations, although in a
distressed scenario, market valuations could be dramatically
impaired. Standard & Poor's will continue to monitor the
company's ability to address immediate liquidity concerns and
turn its operations around.


SPECIAL METALS: Nasdaq to Delist Shares Effective Today
-------------------------------------------------------
Special Metals Corporation (Nasdaq:SMCXQ) announced that the
Company has been informed its stock will be delisted from the
Nasdaq National Market, effective as of the opening of markets
on Friday, April 5, 2002. According to its listing rules, Nasdaq
has the authority to delist securities of companies that file
for bankruptcy protection. Special Metals said that it would not
appeal Nasdaq's decision. The extent to which a trading market
for the Company's stock will remain will depend to a large
degree on market makers' interest in making a market for the
Company's shares. There is no assurance that any trading market
for the Company's common stock will remain following the
delisting.

Separately, the Company said that the U.S. Bankruptcy Court for
the Eastern District of Kentucky has approved an order allowing
the Company to use its cash collateral through April 15, 2002,
by which time the Company believes it will be able to obtain
debtor in possession financing.

"I'm pleased to report that the Company has access to cash to
continue operations and customer service as we continue towards
finalizing the documentation and structure for our longer term
financing," said Special Metals President T. Grant John.

"Special Metals is going through this reorganization process to
improve our short-term liquidity amid difficult economic and
market conditions," John said. "The Chapter 11 process keeps
cash in the Company and enables us to continue to run our
businesses while taking steps to improve our financial
condition. Our goal is to emerge from reorganization as a
stronger company."

Special Metals and its U.S. subsidiaries filed voluntary
petitions for reorganization under Chapter 11 on March 27, 2002.
The Company and its operations continue to manufacture products
and serve customers.

"Our facilities and our dedicated employees continue to
manufacture and market outstanding products and services for our
customers," John concluded. "Special Metals is open for business
and customers are expressing their support."

Special Metals is the world's largest and most-diversified
producer of high-performance nickel-based alloys. Its specialty
metals are used in some of the world's most technically
demanding industries and applications, including: aerospace,
power generation, chemical processing, and oil exploration.
Through its 10 U.S. and European production facilities and a
global distribution network, Special Metals supplies over 5,000
customers and every major world market for high-performance
nickel-based alloys. Special Metals and its subsidiaries have
about 3,200 employees worldwide.


STATIONS HOLDING: Signs-Up Shack Siegel as Special Corp. Counsel
----------------------------------------------------------------
Stations Holding Company, Inc. asks the U.S. Bankruptcy Court
for the District of Delaware for authority to engage Shack
Siegel Katz Flaherty & Goodman PC as Special Corporate Counsel
effective as of March 22, 2002.

Shack Seigel has represented the Debtor since its formation.
Shack Seigel is knowledgeable of the Debtor's business
operations, debt structure and corporate structure.

In its capacity as special corporate counsel, Shack Seigel is
expected to provide:

     a) General Corporate Services:

        1) contract review and drafting;

        2) corporate governance/board and stockholders meeting
           issues;

        3) maintenance of corporate organizations of
           subsidiaries and qualifications in various
           jurisdictions;

        4) corporate finance/credit facility negotiation and
           drafting;

        5) analysis and review of company rights and
           responsibilities in completed transactions;

        6) preparation and negotiation of contract and non-
           disclosure agreements;

        7) act as a link to other professionals, as needed;

        8) other corporate issues from time to time; and

     b) serve as SEC Counsel.

At the Debtor's request, Shack Seigel will provide additional
legal services that are appropriate and necessary for the
benefit of the estate.

The primary attorneys who will be handling the case and their
current standard hourly rates are:

a) Paul S. Goodman (corporate principal)          $425 per hour
b) Steven M. Lutt (corporate principal)           $350 per hour
c) Jennifer L. Miller (corporate associate)       $300 per hour
d) Kathleen A. Cunningham (corporate associate)   $180 per hour  
e) Timothy K. Wirch (corporate paralegal)         $145 per hour

Stations Holding Company, Inc. is a holding company with minimal
operations other that from its non-debtor, wholly-owned
subsidiary, Benedek Broadcasting Corporation. Benedek
Broadcasting owns and operates 23 television stations located
throughout the United States. The Company filed for chapter 11
protection on March 22, 2002. Laura Davis Jones, Esq. at
Pachulski, Stang, Ziehl Young & Jones and James H.M. Sprayregen,
Esq. at Kirkland & Ellis 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.


SUN COUNTRY: Look for Schedules and Statements on Thursday
----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Minnesota, Sun Country Airlines, Inc. obtained an extension of
the time period within which it must file its schedule of assets
and liabilities, statements of financial affairs and schedules
of executory contracts and unexpired leases, as required by the
Bankruptcy Code.  The Court gives the Debtor until April 11,
2002 to prepare and file these documents.

Sun Country converted its involuntary Chapter 7 bankruptcy case
to a voluntary Chapter 11 reorganization on March 12, 2002 in
order to attain the new financing and move forward with a
proposed asset sale.


SUPERVALU: Will Acquire Deal$ - Nothing Over a Dollar for $75MM
---------------------------------------------------------------
SUPERVALU Inc. (NYSE: SVU) announced it has reached an agreement
to acquire Deal$ - Nothing Over a Dollar, LLC, a 45-store
general merchandise retailer specializing in single price point
merchandise with current annualized revenues of approximately
$75 million.  The acquisition is expected to close in May.  The
acquisition comes as SUPERVALU celebrates Save-A-Lot's 1,000th
store opening.  Save-A-Lot, with systemwide sales in excess of
$4 billion and stores in 36 states, is the number one extreme
value grocery retailer in the United States.

Jeff Noddle, SUPERVALU president and chief executive officer
said, "[Wednes]day's announcement is the culmination of a year-
long effort to develop a general merchandise strategy to support
the next phase of expansion at Save-A-Lot.  By introducing
general merchandise product into Save-A-Lot, and following the
same disciplined approach that secured Save-A-Lot's leadership
position, we can positively influence the growth of our extreme
value retail business over the long term.  We are pleased to
find the right 'deal' to accelerate our Save-A-Lot growth
plans."

Bill Moran, chief executive officer of Save-A-Lot added, "As we
celebrate our 1,000th store opening in Waterbury, Conn., and the
acquisition of Deal$, we simultaneously recognize our past
accomplishment and mark an important strategic step forward.  
Deal$ is a young company that has effectively competed in the
dollar store marketplace.  The experienced retail management at
Deal$ will complement our team at Save-A-Lot.  Over the next few
months, we will finalize a new Save-A-Lot protoype that
represents a combination store of grocery and general
merchandise.  Save-A-Lot is well-positioned for its next phase
of growth as this nation's number one extreme value grocery
retailer."

Save-A-Lot's store expansion plans will be accelerated with the
acquisition of Deal$.  Network expansion will approximate 150
stores in Fiscal 2003 compared to approximately 100 in Fiscal
2002.  Over the course of the next few years, it is expected
that Save-A-Lot will retrofit its store network to include more
general merchandise.  The acquisition is expected to be earnings
neutral in Fiscal 2003.

Deal$ is a St. Louis-based extreme value general merchandise
retailer operating 45 stores in eight states, which are
supported by one primary distribution center in Illinois.  With
an average store footprint of approximately 9,000 square feet,
the company offers an assortment of highly consumable general
merchandise and food items.  Deal$ opened its first store in
1999 and opened 10 stores so far in calendar 2002.  The Deal$
management team, with retail experience spanning several
decades, developed its dollar price point format after
successfully running other retail operations in Missouri and
Illinois.  The Deal$ organization will be part of the Save-A-Lot
organization.

As of February 23, 2002, SUPERVALU's retail store network
consisted of 1,260 stores in 39 states, including 998 Save-A-Lot
extreme value food stores, of which 764 were licensed stores;
202 price superstores including Cub Foods, Shop 'n Save,
Shoppers Food Warehouse, Metro and bigg's stores; and 60
conventional supermarkets including Farm Fresh, Scott's Foods,
and Hornbacher's stores.

SUPERVALU is the one of the largest companies in the United
States grocery channel.  With annual revenues in excess of $20
billion, SUPERVALU holds leading market share positions with its
1,260 retail grocery locations, including licensed Save-A-Lot
locations.  Through its Save-A-Lot format, the Company holds the
number one market position in the extreme value grocery
retailing sector.  In addition, through SUPERVALU's
geographically diverse distribution centers, the Company
provides distribution and related logistics support services
across the nation's grocery channel.  SUPERVALU also serves as
primary supplier to approximately 2,750 supermarkets and 31 Cub
Foods franchised locations, while serving as secondary supplier
to approximately 1,500 stores.  At year-end, SUPERVALU had
approximately 57,800 employees. At the end of November 2001, the
company had a working capital deficit of about $100 million.


SYRATECH: S&P Cuts Corporate Credit Rating Down to Junk Level
-------------------------------------------------------------
On April 2, 2002, Standard & Poor's lowered its corporate credit
rating and other debt ratings on giftware manufacturer Syratech
Corp. to triple-'C'. In addition, these ratings were placed on
CreditWatch with negative implications.

The lowered ratings and CreditWatch listing follow Standard &
Poor's heightened concern relating to Syratech's weaker-than-
expected operating performance. Syratech reported financial
performance and cash flows for the year ended December 31, 2001
significantly below Standard & Poor's expectations.

Furthermore, although the company has recently extended its bank
revolving credit facility by one year, Standard & Poor's is
concerned whether Syratech will have adequate financial
flexibility, given the uncertainty and timing of operating
performance improvements.

Resolution of the CreditWatch listing will be based on a full
review of Syratech's prospects for improving its financial
performance, as well as a review of the company's future
operating strategies.

East Boston, Massachusetts-based Syratech is a leading domestic
manufacturer in the highly competitive and somewhat mature
tabletop and giftware markets, as well as the seasonal Christmas
products market.

DebtTraders reports that Syratech Corp.'s 11.00% bonds due 2007
(SYRA1) are trading between 43 and 46. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=SYRA1for  
real-time bond pricing.


SYSTEMONE TECH: Total Shareholders' Equity Deficit Tops $41MM
-------------------------------------------------------------
SystemOne Technologies Inc. (OTC Bulletin Board: STEK) reported
its 2002 operating results.

Revenues for the three months ended December 31, 2001 were
$4,459,000 compared to revenues of $3,692,000 in the
corresponding period of 2000.  The company generated an
operating profit for the three months ended December 31, 2001 of
$809,000 compared with an operating loss of $9,681,000 in the
corresponding period of 2000.  The company's net loss for the
three months ended December 31, 2001 was $328,000, compared with
a net loss of $10,945,000  in the corresponding period of 2000.  
The company's net loss to common stock after preferred dividends
for the three months ended December 31, 2001 was $1,050,000
compared with a net loss of $11,742,000 in the corresponding
period of 2000.

At December 31, 2001, the company had a working capital deficit
of about $4 million, and a total shareholders' equity deficit of
$41 million.

Revenues for the year ended December 31, 2001 were $17,045,000
compared to revenues of $17,524,000 in the corresponding period
of 2000.  The company generated an operating profit for the year
ended December 31, 2001 of $2,464,000 compared with an operating
loss of $17,463,000 in the corresponding period of 2000. The
company's net loss for the year ended December 31, 2001 was
$2,142,000, compared with a net loss of $20,378,000, in the
corresponding period of 2000. The company's net loss to common
stock after preferred dividends for the year ended December 31,
2001 was $4,195,000 compared with a net loss of $22,000,000 in
the corresponding period of 2000.

The fourth quarter and full year 2000 losses reflected the
impact of $5,331,000 in restructuring charges related to the
Company's strategic decision to enter into its exclusive
marketing agreement with Safety-Kleen.

Chief Executive Officer Paul I. Mansur stated, "We are pleased
to report that the company's fourth quarter operating results
reflected the fourth consecutive quarter of significant quarter
to quarter and year to year improvement.  The fourth quarter
operating profit increased 100% over the first quarter of this
year and operating profits for the year ended

December 31, 2001 reflect a substantial $19.9 million
improvement over the comparable period last year.  Our results
for 2001 reflect the effect of the exclusive marketing agreement
with Safety-Kleen which has allowed us to greatly reduce our
operating expenses while increasing our volume."

Founded in 1990, SystemOne Technologies designs, manufactures,
sells and supports a full range of self contained recycling
industrial parts washing products for use in the automotive,
aviation, marine and general industrial markets. The Company has
been awarded eleven patents for its products, which incorporate
environmentally friendly, proprietary resource recovery and
waste minimization technologies.  The Company is headquartered
in Miami, Florida.


TALK AMERICA: S&P Affirms Junk Rating on Proposed Exchange Offer
----------------------------------------------------------------
The ratings on competitive local exchange carrier (CLEC) Talk
America Holdings Inc. remained on CreditWatch with negative
implications on Feb. 22, 2002, following the company's offer to
exchange its outstanding 4.5% convertible subordinated notes due
September 2002 and 5.0% convertible subordinated notes due
December 2004 with either new debt or a combination of debt and
cash.

          Credit Rating:  CC  -  Watch Negative  

This would be a distressed exchange and, therefore, considered a
default when executed. Standard & Poor's will lower the
corporate credit rating and the ratings on the two issues to 'D'
when the exchange takes place.

Although holders of the outstanding notes have the option of
exchanging them on a dollar-for-dollar basis for new debt that
pays higher coupon and matures in August 2007, Standard & Poor's
views the exchange, when consummated, as a default because
recovery is deferred beyond the original maturity date.

Talk America had total debt outstanding of $166 million at year-
end 2001. The company provides bundled long distance, local, and
vertical services mainly to consumers. Its network is based
mostly on leased lines from interexchange carriers and unbundled
network element platform (UNE-P) from regional Bell operating
companies.


TEAM HEALTH: S&P Assigns Low-B Rating After Spectrum Acquisition
----------------------------------------------------------------
Standard & Poor's assigned its 'B+' rating on Team Health, Inc's
secured bank loan. Outlook on the said rating is positive. The
company's corporate credit rating is affirmed at 'B+'. Corporate
credit rating outlook is stable.

The speculative-grade ratings on Team Health Inc. reflect the
staffing firm's diversified base of customers for its emergency
room physicians, offset by its significant leverage, narrow
business niche, competition, and industry-wide pricing
pressures. The rating also incorporates the impact of the
recently announced acquisition of Spectrum Healthcare Resources,
a provider of permanent staffing to military treatment
facilities.

Team Health's revised outlook reflects the growing cash flows
and favorable industry trends that may contribute to an upgrade.

Based in Knoxville, Tennessee, Team Health is the largest
national provider of outsourced physician staffing and
administrative services to hospitals and other healthcare
providers. The company's main focus is providing physician and
administrative services to hospital emergency rooms. The
acquisition of Spectrum, however, slightly reduces the company's
dependence on the ER business. After the deal is complete, Team
Health's emergency room services will drop to about 70% from 85%
of total revenues.

Team Health's ratings are supported by several factors. One is
the fragmented nature of the hospital emergency room business.
Another is the benefit hospitals derive from using the company's
services. A third is that the number of emergency room visits is
growing across the nation. The company's continued
diversification into other areas, such as radiology and
anesthesiology, provide additional growth opportunities.

Nevertheless, Team Health will continue to be challenged by
certain industry pressures. Recent and expected future cuts in
Medicare reimbursement for physicians could have an adverse
impact on Team Health's revenues and margins. The company's cost
of professional liability insurance has risen significantly.
Though Team Health has been able to grow its same-contract
revenues, its lack of growth in the total number of contracts
may be indicative of the difficulties in gaining new contracts.

Although the company has been able to use strong cash flow to
reduce debt over the past three years, the issuance of new debt
for the Spectrum acquisition is indicative of its still-
aggressive business policies. Accordingly, credit protection
measures are expected to be thin, but could improve as debt is
repaid with internally generated funds.

                            Outlook

If Team Health aggressively reduces debt and effectively
diversifies its business profile, an upgrade is possible within
the next couple of years.


TENNECO AUTOMOTIVE: Fitch Affirms Debt Ratings at Lower-B Level
---------------------------------------------------------------
Fitch Ratings has affirmed Tenneco Automotive Inc.'s senior
secured bank debt at 'B+' and subordinated debt at 'B-'. The
Rating Outlook remains Negative.

In a difficult environment of lower vehicle build rates in the
core North American market and continuing softness in the after
market segment of its global business, Tenneco experienced top
line deterioration and overall margin compression in 2001.
However, due to its intent focus on managing for cash with
heightened working capital reduction efforts, restrained capital
expenditures, restructuring efforts starting to gain traction
and general cost saving and containment measures, Tenneco was
able to essentially stay net free cash flow neutral. In fact,
total balance sheet debt was reduced slightly while cash
increased $18 million to $53 million at Dec. 31, 2001. While
some nascent signs of a rebound in the general North American
economy are evident with attendant implications for vehicle
build rates, Tenneco remains exposed to continuing pricing
pressures from its OE customers and ongoing softness in after
market demand. Fitch expects that 2002 will be another
challenging year with top line and margin pressures limiting
much net free cash flow for any meaningful debt reduction.

Total balance sheet debt at Dec. 31, 2001 amounted to $1.515
billion, $12 million less than versus a year ago. More
significantly, Tenneco recently won approval for a reamendment
of its $899 million of term bank debt and $500 million revolver
with relaxed financial covenants extending through 2004. As a
part of the reamendment package, the revolver facility was
reduced 10% to $450 million. At Dec. 31, 2001, Tenneco had $68
million drawn under this facility and $61 million in L/C
outstanding, availing $371 million in undrawn revolver capacity
to augment $53 million of cash on hand for liquidity. In
addition to the bank debt, a $500 million senior subordinated
debt due in 2009 constitutes almost the entire debt structure.
One of the three tranches of the bank term debt with $361
million in principal at year-end 2001 has about $90 million of
principal amortizing annually over the next four years.

Tenneco Automotive Inc., headquartered in Lake Forest, Illinois,
is a leading global producer of ride control and
emissions/exhaust components, modules and systems for both the
OE and the aftermarket. About 72% of its revenues come from the
OE market and 28% is derived from the aftermarket.
Geographically, 53% of revenue is from North America, 38% in
Europe, and 9% from the rest of the world. Major product lines
on the ride control side are shock absorbers, struts, roll
control systems, and on the exhaust management side are
manifolds, catalytic converters, and mufflers.


U.S. PLASTIC: Selling Clean Earth Assets to Improve Liquidity
-------------------------------------------------------------
U.S. Plastic Lumber Corp. (Nasdaq:USPL) announced its operating
results for the fourth quarter and full year of 2001. USPL also
announced that it has made significant progress in improving
operating margins in its plastic lumber division's manufacturing
operations as a result of finalizing the year-long restructuring
of this division.

Revenues for the fourth quarter of 2001 were $37.8 million
compared with $49 million for the same quarter in 2000, a
decrease of 23%. Revenues from the plastic lumber division were
$10.3 million, compared with $13.9 million for the same quarter
in 2000, a decrease of $3.6 million. The plastic lumber
division's revenues were below last year's revenues primarily
due to the impact of exiting the resin trading business. The
fourth quarter of 2000 included $3 million of resin revenues
compared with $400,000 in the fourth quarter of 2001. Revenues
from the environmental recycling division during the fourth
quarter of 2001 were $27.5 million, compared with $35.1 for the
same quarter in 2000. The decrease in revenues from the
environmental recycling division were primarily due to the
timing of project work in the construction and remediation
services groups.

USPL reported an operating loss for the fourth quarter of 2001
of $21.6 million, compared with an operating loss of $8.3
million in the same quarter in 2000. The fourth quarter
operating results in 2001 include $18.0 million of one time
charges, consisting of a $13.5 million asset impairment charge
due to the proposed sale of the environmental recycling division
and the requirement to reduce the carrying value of the assets
of this division to fair value, an increase in the environmental
recycling division's allowance for doubtful accounts of $3.2
million related to work performed in 1999 and 2000 that is in
dispute with a governmental agency and a $1.3 million charge in
connection with a judgement against USPL related to a supply
contract entered into during 2000. The fourth quarter of 2000
includes a restructuring and asset impairment charge of $3.2
million in connection with the first stage of the plastic lumber
division's restructuring plan. The net loss for the fourth
quarter of 2001 was $26.8 million, compared with $10.2 million
in 2000.

Revenues for the year ended December 31, 2001 were $174.1
million compared to $173.7 million for 2000. Revenues for the
plastic lumber division for the year ended December 31, 2001
were $57.8 million compared with $73.2 million for 2000. The
plastic division's revenues were below last year's revenues
primarily due to the impact of exiting the resin trading
business. The year ended December 31, 2000 included $18.8
million of resin revenues compared with $5.2 million for the
year ended December 31, 2001. Revenues in the environmental
recycling division were $116.2 million for the year ended
December 31, 2001, compared with $100.5 million in 2000, an
increase of 15.6%. Revenues for the environmental recycling
division improved during 2001 primarily due to the completion of
larger projects in the construction and dredge recycling
operations.

USPL reported an operating loss for the year ended December 31,
2001 of $34.6 million, compared with an operating loss of $5.9
million in 2000. The operating loss was impacted by
restructuring and asset impairment charges of $25.0 million, of
which $1.5 million will require cash over the next year. The
charges consist of a $13.5 million asset impairment charge for
the environmental recycling division and an $11.5 million charge
recorded in the third quarter of 2001 in connection with the
final stage of the plastic lumber division's restructuring plan.
The net loss for the year ended December 31, 2001 was $48.2
million, compared with, $13.3 million in the year 2000.

Mark Alsentzer, Chairman, CEO and President of USPL said,
"During 2001, we have spent most of our time reducing costs in
the plastic lumber division by consolidating ten of our smaller
plants into three larger plants. This restructuring plan is near
completion. At the same time we have been working to reduce our
debt by entering into an agreement to sell our environmental
recycling division, Clean Earth Inc., which our shareholders
approved on March 19, 2002. We expect to close this transaction
during the second quarter of 2002."

Alsentzer added, "The results of the plant closings and
reductions in fixed manufacturing costs and selling, general and
administrative expenses are working. In the first quarter of
2002, we expect to show an operating profit in both divisions
for the first time since 2000. Our sales backlog, in both
divisions, is ahead of last year's numbers at this time, and we
expect to see continued improvements in revenues and operating
results in the quarters to come."

John Poling, USPL's Chief Financial Officer said, "Our biggest
challenge is to improve our short term liquidity and restructure
the Company's debt. In order to accomplish this, we need to
complete the sale of Clean Earth Inc. or restructure our
outstanding credit facilities, both of which we are pursuing."

Mike McCann, Chief Operating Officer of USPL, added, "At the end
of the year 2001 we completed the bulk of our plant closings.
While this was a tremendous undertaking, in and of itself, we
also began to benefit from the valuable marketing information we
developed for our building products division and create what we
believe to be a very powerful marketing program. Our "Portfolio
Blue" deck portfolio stands alone as the most complete
alternative deck offering in the industry. Our customers have
supported this in the first quarter with a substantial increase
in the backlog of orders for the upcoming deck season and every
indication is that this is going to continue, especially in
light of the U.S. EPA's recent ban on pressure treated lumber
containing arsenic."

U.S. Plastic Lumber Corp. has two main business lines: the
manufacture of plastic lumber, packaging and other value added
products from recycled plastic, and the operation of
interrelated environmental recycling services. U.S. Plastic
Lumber is the nation's largest producer of recycled plastic
lumber. Headquartered in Boca Raton, Florida, USPL is a highly
integrated, nationwide processor of a wide range of products
made from recycled plastic feedstocks. USPL creates high
quality, competitive building materials, furnishings, and
industrial supplies by processing plastic waste streams into
purified, consistent products. USPL's products are
environmentally responsible and are both aesthetically pleasing
and maintenance friendly. They include such brand names as
Carefree Decking(R), SmartDeck(R), RecycleDesign(TM), Trimax(R),
Earth Care(TM), and OEM products including Cyclewood(R). USPL
currently operates eight plastic manufacturing centers.

At December 31, 2001, the company had a working capital
deficiency of $60 million.


VENTAS INC: S&P Concerned About Limited Financial Flexibility
-------------------------------------------------------------
Standard & Poor's assigned its double-'B'-minus corporate credit
rating to Ventas Inc., and its operating partnership Ventas
Realty L.P. The outlook is stable.

The ratings acknowledge this health care REIT's large portfolio
of health care related assets, which is diversified by asset
type and geographic location.  The rating also reflects built-in
internal growth through rent step-ups that will benefit cash
flow.  These strengths are offset by the company's reliance on
one tenant for substantially all of its revenues, low coverage
measures, limited financial flexibility and the potential for
reductions in current government reimbursement rates.

Louisville, Ky.-based Ventas Inc. is a $1.3 billion
(undepreciated book assets) real estate investment trust that
owns 267 health care-related facilities spread across 36 states.  
These 267 facilities are comprised of 215 skilled nursing
facilities (SNFs), 44 long-term acute care facilities (LTACs)
and eight personal care facilities, substantially all of which
are leased to Kindred Healthcare Inc. Kindred (formerly Vencor
Inc.) was essentially spun off in 1998 from Ventas' predecessor
(also named Vencor) to operate the facilities owned by Ventas.

Ventas' portfolio is diversified by asset type with roughly 65%
of its revenues derived from SNFs and the remaining 35% from
LTACs.  The portfolio also exhibits good geographic
diversification with operations in 36 states, with only
California contributing more than 10% of revenues.  The top 10
states account for 64% of revenues.  Furthermore, Ventas' asset
quality is supported by the fact that roughly 66% of the
facilities are located in Certificate of Need states, and the
facilities are 100% equity owned (no mortgage investments),
which provides more leverage for landlords in the event of a
default.  Occupancy appears average for the SNF and LTAC
portfolios at 85% and over 60%, respectively.  Tenant
concentration, however, is considerable with nearly 99% of
annual revenues derived from unrated Kindred, which emerged from
bankruptcy in April 2001.  While Ventas managed through
Kindred's bankruptcy, this was accomplished in part because
Kindred was given rent relief to see it though its bankruptcy.  
In connection with Kindred's reorganization, Ventas provided
permanent rent concessions of roughly 20% of original rent.  In
return for its concessions, Ventas received 9.9% of Kindred
stock and will receive annual rental increases of 3.5%. Ventas'
portfolio exhibits strong property-level rent coverage,
averaging 1.7x (after management fees), reflecting higher
Medicare rates and more favorable rents.  However, this cushion
could come under pressure if Medicare and, to a lesser degree,
Medicaid reimbursement rates are reduced. Medicare and Medicaid
combined account for over 70% of Ventas' revenues.  Future
growth will be aimed at reducing the company's reliance on
Kindred, and to a lesser extent government reimbursement.  The
average facility has been owned for 12 years, resulting in a
very low book cost basis.  Standard & Poor's valuation of the
portfolio (assuming an 11% capitalization rate), results in an
estimated market value per bed for the SNFs and LTACs of $42,000
(40% above-average book) and $139,000 (60% above-average book)
respectively; however, specific facility values will depend on
quality, performance, and location.

Debt-to-total market capitalization is a moderate 53%, although
this is higher than its higher-rated peer group average.  On an
asset value basis (11% capitalization rate) leverage is also in
the low-50% range.  Following the proposed refinancing, the debt
tenor should increase to over six years, which compares to an
average lease term of eight years.  Ventas has swapped its
variable-rate debt for fixed, so it effectively has no variable-
rate exposure or subsidized cash flow.  Debt service and fixed
charge coverage at fiscal year-end 2001 were both 1.2x,
inclusive of roughly $50 million of term loan paydowns (1.7x
excluding these paydowns).  Cash flow is supported by long-term
leases of pooled assets, built-in internal growth, and lower
expected debt costs.  As a result, coverage measures in 2002 are
expected to improve to about 1.7x.  Financial flexibility is
limited due to the proportion of rents/assets encumbered by
secured debt.  Pro forma for the refinancing, encumbered rent
will be in the 40% area, and secured debt as a proportion of
assets (market value basis) should close to 30%.  Standard &
Poor's has determined that notching at this time is not
necessary; however, Ventas' encumbrance level will be monitored
closely.  If growth is pursued on a secured basis or currently
unencumbered assets are secured, the senior unsecured notes
could be notched down at least one rating level if they are
considered to be in a structurally subordinate position.  
Retained cash (after dividends) of $20-$25 million per year
(aided by a moderate payout ratio), over $100 million of
additional capacity under its $350 million secured revolver
(based on projections), and roughly $50 million of cash and
marketable securities provide some liquidity to pursue growth
and/or reduce debt levels.

                         Outlook: Stable

Ventas' ratings are supported by a revenue stream that is
diversified geographically and by asset type, and supported by a
service sector with favorable long-term demographics.  Stability
is also derived from long-term leases with contractual rent
bumps that will generate good internal growth. Ventas remains
highly reliant on the financial well-being of Kindred, which now
appears positioned to be a more stable operator following its
reorganization.  However, government reimbursement changes
present a risk that could weigh on the operator's stability.  
Standard & Poor's will monitor the company's
growth/diversification efforts and assumes they will be pursued
in a prudent manner.


VIEWCAST CORP: Commences Trading on OTCBB Effective April 4
-----------------------------------------------------------
ViewCast Corporation (NASDAQ:VCST) announced that it's
securities are no longer eligible to trade on the Nasdaq
SmallCap Market and will be eligible to trade on the Over-the-
Counter (OTC) Bulletin Board effective with the opening of
business on April 4, 2002.

The move to the OTCBB follows ViewCast's receipt of notification
from Nasdaq that the company's securities would no longer be
listed on the Nasdaq SmallCap Market as of the opening of
business on April 4, 2002.

"Although the company has a plan in place to improve equity,
reduce debt, and continue to look at strategic relationships, we
unfortunately could not meet timing issues of Nasdaq," stated
Laurie Latham, ViewCast's Chief Financial Officer. "We want to
encourage our shareholders, customers, and employees that this
will not impact our ability to provide the quality service that
customers require from ViewCast. As with all public companies,
we will continue to communicate with the public through our
website, press releases and required Securities and Exchange
Commission filings."

The OTCBB is a regulated quotation service that displays real-
time quotes, last-sale prices and volume information in over-
the-counter (OTC) equity securities. OTCBB securities are traded
by a community of market makers that enter quotes and trade
reports. Quotations and trading information can still be
accessed via websites such as Yahoo and other quotation services
or through a securities broker. ViewCast's ticker symbols (VCST
and VCSTW) will remain the same.

ViewCast develops products and services that provide video
networked solutions. ViewCast maximizes the value of video
through its core businesses: Osprey(R) Video provides the
streaming media industry's de facto standard capture cards and
ViewCast Systems integrates turnkey streaming and video
distribution systems and software. From streaming digital video
on the Internet to distribution of broadcast-quality video
throughout the corporate enterprise, plus comprehensive video
software applications, ViewCast provides the complete range of
video solutions.

Visit the company's Web site at http://www.viewcast.comfor more  
information.


VISKASE COMPANIES: Pursuing Restructuring Talks with Committee
--------------------------------------------------------------
Viskase Companies, Inc. (VCIC) announced its 2001 financial
results.

Net sales from continuing operations were $189.3 million for the
year ended December 31, 2001, a decrease of 5.4% from the year
2000 of $200.1 million.  The decline in sales reflects the
continuing effect of reduced selling prices in the worldwide
casings industry and lower sales volumes in Europe due to the
negative impact of both mad cow disease and foot- and-mouth
disease during the first half of the year.

The operating loss from continuing operations for the year ended
December 31, 2001 was $13.7 million.  The operating loss
includes a restructuring charge of $4.8 million and a $3.6
million write-down of inventories to its lower of cost or market
value.  The operating loss from continuing operations, excluding
the restructuring charge and lower of cost or market charge, was
$5.4 million.  This compares unfavorably to the 2000 operating
income from continuing operations of $1.2 million, excluding the
2000 restructuring charge of $94.9 million.  Reduced selling
prices in the worldwide casings industry continue to negatively
affect operating income.  The Company has previously implemented
facility realignment and other cost-cutting measures aimed at
offsetting the effect of lower prices.  The Company does not
expect to see an improvement in its operating income until
casing prices begin to increase.

Net loss for the year ended December 31, 2001 was $25.5 million
compared with the year 2000 of $17.8 million.  Net loss in 2001
includes a restructuring charge of $4.8 million; a $3.6 million
write-down of inventories to its lower of cost or market value;
a net gain on the final settlement from the sale of the Films
Business of $3.2 million; and an extraordinary gain, net of
taxes, on the early extinguishment of debt of $8.1 million.

The Company's cash flows from operations were insufficient to
pay the 10.25% Notes when they matured on December 1, 2001, and
accordingly the Company did not pay the $163.1 million principal
and $8.4 million interest that became due at that time.  In
September 2001, certain of the holders of the 10.25% Notes
formed a committee to participate in the development of a plan
to restructure the Company's capital structure and address its
future cash flow needs.  The Company and the Committee are
engaged in negotiations with respect to the Restructuring.  No
assurances can be given that an agreement will be reached with
the Committee or what the terms of any such agreement would be.

Viskase Companies, Inc. has its major interests in food
packaging. Principal products manufactured are cellulosic and
nylon casings used in the preparation and packaging of processed
meat products.


W.R. GRACE: Gets Approval to Hire Carella for Honeywell Suits
-------------------------------------------------------------
W. R. Grace & Co., and its debtor-affiliates obtained permission
from Judge Judith Fitzgerald to employ Carella Byrnes Bain
Gilfillan Cecchi Stewart & Olstein as their special litigation
and environmental counsel, nunc pro tunc to February 1, 2002.

In matters described as unrelated to these chapter 11 cases,
Carella Byrne, together with Wallace King Marraro & Branson
PLLC, represents the Debtors in connection with actions pending
in the United States District Court of New Jersey styled
"Interfaith Community Organization v. Honeywell International,
Inc. et al.," and "Hackensack Riverkeeper, Inc. v. Honeywell
International, Inc."   These two actions have been consolidated
by order of the Honorable Dennis M. Cavanaugh, United States
District Judge.

These two litigation actions concern claims regarding costs and
damages incurred in connection with a valuable 32-acre
waterfront parcel owned by ECARG, Inc., in Jersey City, New
Jersey.  W.R. Grace & Co., W.R. Grace, Ltd., and ECARG, Inc.
intend to pursue their cross-claims against Honeywell
International, Inc., postpetition in order to obtain injunctive
relief and recover substantial costs and damages arising out of
environmental contamination of the property that the Debtors
allege is the responsibility of Honeywell.  The Debtors and
Honeywell have entered into a stipulation that provides for the
lifting of the automatic stay in connection with these actions,
which has been approved by prior order in November 2001.

At the onset of these cases, Carella Byrnes was employed as an
ordinary-course professional for the services in connection with
this litigation.  However, in light of the work necessary to
prepare the pre-trial order and conduct the trial of these
actions, it is clear that the legal services to be rendered by
Carella Byrnes will exceed $50,000 per month, or more than
$300,000 per year, so that the Debtors now seek to retain
Carella Byrnes by separate application and order.  Any
interruption of Carella Byrnes' services by delay in approval of
their employment, or by its denial, would be "extremely harmful"
to the Debtors' position in the litigation.

The Debtors disclose that Carella Byrnes is owed $43,443.05 for
prepetition services.

Carella Byrnes' hourly rates are $75 for paralegals, $150 to
$240 for associates, $235 to $300 for counsel, and $220 to $400
for partners.

John M. Agnello, Esq., is the principal attorney at Carella
Byrnes responsible for the Honeywell litigation.  His current
hourly rate is $325.  Other attorneys or paralegals may from
time to time provide services to the Debtors in connection with
the Honeywell litigation. (W.R. Grace Bankruptcy News, Issue No.
21; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Exclusivity Extension Hearing on April 18
--------------------------------------------------------------
Pittsburgh-Canfield Corporation, through Scott N. Opincar, Esq.,
at Calfee Halter & Griswold LLP; the Official Committee of
Unsecured Noteholders represented by Jean R. Robertson, Esq., at
Hahn Loeser & Parks LLP; and the Official Committee of Unsecured
Trade Creditors represented by Marc E. Richards, Esq., at Blank
Rome Tenzer & Greenblatt, present an Agreed Order extending the
periods within which the Debtors may exclusively file a plan of
reorganization to and including Thursday, April 25, 2002, and
further extending the time in which the Debtors may solicit
acceptances of that plan to and including Monday, June 24, 2002.

By agreement the time period for the Official Committees to file
any objection or other response to the Motion is continued to
and including 4:00 p.m. on Monday, April 15, 2002.

By agreement the hearing on this Motion is continued to
Thursday, April 18, 2002, or as soon after that as counsel may
be heard.

Judge Bodoh signs this Agreed Order. (Wheeling-Pittsburgh
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


ZENITH INDUSTRIAL: Brings-In Bodman Longley as Corporate Counsel
----------------------------------------------------------------
Zenith Industrial Corporation seeks permission from the U.S.
Bankruptcy Court for the District of Delaware to employ the firm
of Bodman Longley & Dahling, LLP as its special corporate
counsel.  Bodman Longley will take primarily responsibility for
negotiating and preparing the Asset Purchase Agreement in the
Debtor's intention to sell substantially all of its assets.

The Debtor is confident of Bodman Longley's expertise in the
areas of corporate, tax and securities law. Bodman Longley has
been familiar with the Debtor's business through representing it
in corporate, tax, securities and related matters for many
years.

The Debtor specifies these special purposes for which they seek
to employ Bodman Longley:

     a) in connection with negotiation of and preparation of the
        asset purchase agreement and related documents in
        connection with a potential sale of substantially all of
        the Debtor's assets;

     b) to assist the Debtor in general corporate and corporate
        governance matters;

     c) to assist the Debtor to the extent necessary, in the      
        corporate and securities aspects of preparation of the
        plan of reorganization and the related disclosure
        statement;

     d) to assist the Debtor in connection with any public
        securities filings or notices;

     e) to assist the Debtor in connection with prospective
        asset disposition transactions, including, without
        limitation any sale of the stock or assets of the
        Debtor;

     f) to assist the Debtor in connection with ERISA,
        employment and environmental matters; and

     g) to assist the Debtor in connection with the Debtor's
        satisfaction of closing obligations under the asset
        purchase agreement, including but not limited to Hart-
        Scott-Rodino filings and continued pursuit of the quiet
        title action contemplated by the asset purchase
        agreement.

The Debtors do not disclose the Firm's hourly rates or how the
Firm will be compensated.

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.


*BOOK REVIEW: The Oil Business in Latin America: The Early Years
----------------------------------------------------------------
Author:  John D. Wirth Ed.
Publisher:  Beard Books
Softcover:  282 pages
List price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://amazon.com/exec/obidos/ASIN/1893122832/internetbankrupt

This book grew out of a 1981 meeting of the American Historical
Society. It highlights the origin and evolution of the state-
owned petroleum companies in Argentina, Mexico, Brazil, and
Venezuela.

Argentina was the first country ever to nationalize its
petroleum industry, and soon it was the norm worldwide, with the
notable exception of the United States. John Wirth calls this
phenomenon "perhaps in our century the oldest and most
celebrated of confrontations between powerful private entities
and the state."

The book consists of five case studies and a conclusion, as
follows:

     * Jersey Standard and the Politics of Latin American Oil
          Production, 1911-30 (Jonathan C. Brown)

     * YPF: The Formative Years of Latin America's Pioneer State
          Oil Company, 1922-39 (Carl E. Solberg)

     * Setting the Brazilian Agenda, 1936-39 (John Wirth)

     * Pemex: The Trajectory of National Oil Policy (Esperanza
          Duran)

     * The Politics of Energy in Venezuela (Edwin Lieuwen)

     * The State Companies: A Public Policy Perspective (Alfred
          H. Saulniers)

The authors assess the conditions at the time they were writing,
and relate them back to the critical formative years for each of
the companies under review. They also examine the four
interconnecting roles of a state-run oil industry and
distinguish them from those of a private company. First, is the
entrepreneurial role of control, management, and exploitation of
a nation's oil resources. Second, is production for the private
industrial sector at attractive prices. Third, is the
integration of plans for military, financial, and development
programs into the overall industrial policy planning process.
Finally, in some countries is the promotion of social
development by subsidizing energy for consumers and by promoting
the government's ideas of social and labor policy and labor
relations.

The author's approach is "conceptual and policy oriented rather
than narrative," but they provide a fascinating look at the
politics and development of the region. Mr. Brown provides a
concise history of the early years of the Standard Oil group and
the effects of its 1911 dissolution on its Latin American
operations, as well as power struggles with competitors and
governments that eventually nationalized most of its activities.
Mr. Solberg covers the many years of internal conflict over oil
policy in Argentina and YPF's lack of monopoly control over all
sectors of the oil industry. Mr. Wirth describes the politics
and individuals behind the privatization of Brazil's oil
industry leading to the creation of Petrobras in 1953. Mr. Duran
notes the wrangling between provinces and central government in
the evolution of Pemex, and in other Latin American countries.
Mr. Lieuwin discusses the mixed blessing that oil has proven for
Venezuela., creating a lopsided economy dependent on the ups and
downs of international markets. Mr. Saunders concludes that many
of the then-current problems of the state oil companies were
rooted in their early and checkered histories." Indeed, he says,
"the problems of the past have endured not because the public
petroleum companies behaved like the public enterprises they
are; they have endured because governments, as public owners,
have abdicated their responsibilities to the companies."

Jonh D. Wirth is Gildred Professor of Latin American Studies at
Standford University.

                          *********

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

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

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

                          *********

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

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

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

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without
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contained herein is obtained from sources believed to be
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                     *** End of Transmission ***