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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

             Tuesday, April 9, 2002, Vol. 6, No. 69     

                          Headlines

ANC RENTAL: Seeks Okay to Provide Lenders Adequate Protection
AAVID THERMAL: Will Delay Form 10-K Filing with SEC
ADELPHIA BUSINESS: Court Allows Continued Use of Bank Accounts
ADMIRAL CBO: S&P Further Downgrades Low-B and Junk Ratings
AMERICAN ENERGY: Inks Agreement for $10 Million Capital Infusion

AMERICAN GENERAL: Fitch Cuts Ratings of Class B-1 & B-2 Notes
ANN TAYLOR: Names Laurie David as Senior VP of Human Resources
ARCH WIRELESS: Court Okays Gordon Haley as Noteholders' Counsel
ARMSTRONG HOLDINGS: Trafelet Gains Approval to Hire Kaye Scholer
ARTHUR ANDERSEN: MidEast Partners Join PricewaterhouseCoopers

ASSOCIATED MATERIALS: Gets Requisite Consents to Amend Indenture
AVAYA: Completes $10MM Network to Link San Diego-Area Navy Bases
BCE TELEGLOBE: Moody's Slashes Senior Unsec. Debt Rating to Ba3
BCF 1997-R1: Fitch Drops Junk Securities Rating to Default Level
BETHLEHEM STEEL: Doesn't Want to Pay Utility Company Deposits

COMDISCO INC: Court Okays Proposed Claims Settlement Procedures
COVANTA ENERGY: Signs-Up Jenner & Block as Bankruptcy Co-Counsel
ETT NEVADA: Files for Chapter 11 Reorganization in Illinois
ETT NEVADA INC: Voluntary Chapter 11 Case Summary
ENRON: Debtors' Schedules & Statements Won't Be Ready Until June

EXODUS COMMS: MGE UPS Wants Prompt Decision on Various Contracts
FEDERAL-MOGUL: Has Until Oct. 1 to Make Lease-Related Decisions
FLOWSERVE CORP: Will Release Final Q1 2002 Results on April 23
FRUIT OF THE LOOM: Sells Sherman Warehouse to Dreyfus for $3.5MM
GALEY & LORD: Seeks Court Nod to Tap Garden City as Claims Agent

GLOBAL CROSSING: Court Okays Debevoise as Litigation Counsel
HAYES LEMMERZ: Court Extends Plan Filing Exclusivity to Sept. 3
ICG COMMS: Expects to File Form 10-K with SEC by April 15, 2002
IT GROUP: US Trustee Balks At UBS and Lehman's Engagement Fees
INTERSTATE BAKERIES: Ray Sandy Sutton Retires as Vice President

KAISER ALUMINUM: Seeks Open-Ended Lease Decision Time Extension
KMART CORP: Unveils Second Phase of Multicultural TV Advertising
KMART: Court Requires Penske to Continue Operations at Stores
LAND O'LAKES: Expects to Post a Net Loss for First Quarter 2002
LANDSTAR INCORPORATED: Can't Beat Form 10-K Filing Deadline

LERNOUT & HAUSPIE: Dictaphone's Final Supplement to Reorg. Plan
LOEWS CINEPLEX: Lawrence Ruisi Resigns as Chief Exec. Officer
MARINER POST-ACUTE: Wants Removal Period Stretched to July 31
METALS USA: Taps Poorman-Douglas Corp. as Claims & Notice Agents
METROMEDIA FIBER: Verizon & Genuity Bolt from Fiber Optic Pacts

MILLENIUM SEACARRIERS: Hires Delloitte & Touche as Accountants
MPOWER HOLDING: Files Prepack. Plan Under Chapter 11 in Delaware
MPOWER HOLDING: Case Summary & Largest Unsecured Creditors
NTL INC: Liberty Media Runs from Restructuring Talks
NATIONAL ENERGY: Dec. Balance Sheet Upside-Down by $82 Million

NATIONAL STEEL: Court Confirms Priority Status for Suppliers
NUEVO ENERGY: 2002 Capital Budget Cut May Range from $70 - $80MM
O2WIRELESS SOLUTIONS: Appoints Andrew Roscoe as New Pres. & CEO
OMEGA CABINETS: S&P Places Low-B Debt Ratings on Watch Positive
ONLINE GAMING: John Copelyn Replaces Gary Ramos as New CEO

OPEN PLAN SYSTEMS: Won't File Form 10-K on Time
PACIFIC GAS: Gains Okay to Hire Celerity as Claims Consultants
PHOENIX COLOR: S&P Hatchets Rating to B over Heavy Debt Burden
PLASTIC SURGERY: Case Summary & 20 Largest Unsecured Creditors
PROBEX CORP: Direc. Murray Sells 160K Shares to Private Parties

QUALITY STORES: Completes Sale of Valu-Bilt Div. to Alamo Group
RADIANT ENERGY: Total Shareholders' Equity Deficit Tops $6 Mill.
REGAL CINEMAS: S&P Rates $150MM Senior Subordinated Notes at B-
RELIANCE GROUP: Can't Make Form 10-K Filing on Time
RESORT AT SUMMERLIN: Asks Court to Extend Exclusivity to June 17

S.C. JOHNSON: S&P Assigns BB- Credit Rating with Stable Outlook
SALOMON BROS: Fitch Drops Class B4 Notes Rating to Default Level
SUPERIOR TELECOM: S&P Affirms Low-B's After Credit Pact Revision
TENNECO AUTOMOTIVE: Paul Schultz Named Sr. VP Effective April 15
TENNECO AUTOMOTIVE: S&P Cuts Rating to B Over Hefty Debt Burden

TRITON NETWORK: Completes Sale of Broadband Modem Operations
WARNACO GROUP: Selling Murfreesboro Assets to TIP for $2.1MM
WHEELING-PITTSBURGH: Expects $172.2MM Net Loss for Fiscal 2001
XEROX CORP: Canada Unit May Need to Restate Financial Reports

                          *********

ANC RENTAL: Seeks Okay to Provide Lenders Adequate Protection
-------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates ask the Court
to approve a grant adequate protection to their Secured Lenders,
in the form of dollar-for-dollar post-petition replacement
liens, to the extent that the Lenders' Cash Collateral is
actually used, on assets acquired after the Filing Date, and the
proceeds thereof.

This adequate protection package is in addition to the
protection the Secured Lenders derive from their increasing
equity cushion and the projected increase in the amount of Cash
Collateral from July through September, the Debtors' reporting
obligations, and the preservation of the going concern value of
the Collateral.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley LLP
in Wilmington, Delaware, tells the Court that the Replacement
Liens must be subject and subordinate, in all respects, only to
the unpaid fees of the United States Trustee pursuant to Section
1930(d) of the Bankruptcy Code and the accrued unpaid fees and
expenses of the professional persons retained pursuant to an
order of the Court by the Debtors or the Official Committee of
Unsecured Creditors. To the extent authorized by the Court, such
liens may be deemed duly perfected and recorded under all
applicable laws, without further action required of the Secured
Lenders.

Even if the Secured Lenders are deemed to have secured claims in
the full amount outstanding under their respective agreements,
Ms. Fatell submits, the obligations of Secured Lenders are
adequately protected based on:

A. the value of the Debtors' assets which offer more than enough
   Collateral to cover the secured obligations of the Secured
   Lenders even assuming that all of the Secured Lenders have
   valid security interests that are valued at their face
   amount;

B. the granting to each Secured Lender of replacement liens -
   having the same relative priority as their respective
   prepetition security interests - on all Collateral arising
   after the Filing Date, to the extent it possesses valid
   security interests and to the extent of any diminution in
   value of its Collateral after the Filing Date,

C. the Debtors' continued obligation to provide each Secured
   Lender with the Projections, which will provide the Secured
   Lenders with adequate notice of the diminution of Cash
   Collateral; and

D. the use of Cash Collateral to operate the Debtors' business
   in the ordinary course will result in the preservation and
   enhancement of the value of their business, and thus will
   preserve and protect the value of the Collateral.

Accordingly, Ms. Fatell believes that the Secured Lenders are,
and will be, fully and adequately protected in respect of their
security interests in the Collateral. (ANC Rental Bankruptcy
News, Issue No. 11; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


AAVID THERMAL: Will Delay Form 10-K Filing with SEC
---------------------------------------------------
Aavid Thermal Technologies, Inc. has advised the Securities &
Exchange Commission that it will be late in filing its most
current financial information because "the Company requires
additional time to file its Form 10-K in order to assess its
relationship with its current Auditor, Arthur Andersen, LLP."

Aavid Thermal Technologies, Inc. is a leading provider of
thermal management solutions for dissipating potentially
damaging heat from digital and industrial electronics, and
computational fluid dynamics (CFD) software, which permits
computer modeling and flow analysis of products and processes
that would otherwise require time-consuming and expensive
physical models and the facilities to test them.

As previously reported, at September 29, 2001, Aavid's current
liabilities exceeded current assets by $41 million.


ADELPHIA BUSINESS: Court Allows Continued Use of Bank Accounts
--------------------------------------------------------------
Adelphia Business Solutions, Inc., and its debtor-affiliates
obtained authority to maintain their prepetition Bank Accounts
in the ordinary course of business and to pay any ordinary bank
fees that might be incurred following the commencement of these
cases.

Judy G.Z. Liu, Esq., at Weil Gotshal & Manges LLP in New York,
relates that prior to the Commencement Date and in the ordinary
course of their businesses, the Debtors maintained 7 bank
accounts with their financial institutions. The Debtors
routinely deposited and withdrew funds from the Bank Accounts by
check, wire transfer, and automated clearing house transfers.

Ms. Liu states that the Office of the United States Trustee
mandates, as of the Commencement Date, closing all pre-petition
bank accounts, opening of new accounts, and the immediate
printing of new checks with a "Debtor in Possession" designation
printed on them.

The Debtors believe, however, that their transition into Chapter
11 will be smoother and less harmful to their operations if the
Bank Accounts are continued after the commencement of these
cases with the same account numbers, provided, however, that
Checks issued or dated prior to the Commencement Date are not
honored absent a prior order of the Court.

By preserving business continuity and avoiding the monumental
disruption and delay to the Debtors' payroll activity and daily
business operations that would necessarily result from closing
the Bank Accounts and opening new accounts, Ms. Liu believes
that all parties in interest, including the Debtors' employees,
vendors, and customers, will be best served. The benefit to the
Debtors, their business operations, and all parties in interest
will be considerable. In other large Chapter 11 cases,
bankruptcy courts have recognized that strict enforcement of the
requirement that a Debtor In Possession close its bank accounts
does not serve the rehabilitative process of Chapter 11.
Accordingly, these courts have waived such requirements and
replaced them with alternative procedures such as those proposed
here.

In order to minimize expenses to the Debtors' estates, the
Debtors are authorized by the Court to continue use of their
current correspondence and other business forms.  These include
invoices, purchase orders and related vendor communications and
documents, letterhead, envelopes, promotional materials, order
forms, and other business forms.  However, as soon as is
practicable, the Debtors must manually imprint the legend
"Debtor In Possession" on existing checks. Further, if the check
stock or the business forms stock is depleted, then the Debtors
must obtain new check stock and other business forms reflecting
their status as Debtors In Possession. (Adelphia Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


ADMIRAL CBO: S&P Further Downgrades Low-B and Junk Ratings
----------------------------------------------------------
Standard & Poor's lowered its ratings on the class B-1, B-2, and
C notes issued by Admiral CBO (Cayman) Ltd. and co-issued by
Admiral CBO (Delaware) Inc., and removed them from CreditWatch
with negative implications, where they were placed on March 15,
2002. In addition, the rating on the class A-2 notes is removed
from CreditWatch with negative implications, where it was placed
on March 15, 2002. Concurrently, ratings are affirmed on the
class A-1 and A-2 notes.

The lowered ratings on the class B-1, B-2, and C notes reflect
the continuing deterioration in the collateral pool's credit
quality and an increase in its' pool default rate since the
rating on the class C notes was lowered to triple-'C'-plus from
double-'B'-minus on Aug. 20, 2001.

Since the closing of the transaction, $49.8 million of defaulted
assets (or approximately 16.5% of the closing collateral pool)
have been sold at a weighted average recovery rate of 17.2%. The
transaction also experienced additional par loss due to the sale
of several credit risk securities at distressed recovery levels.
Furthermore, according to the March 1, 2002 trustee report, a
total of $11.25 million (or approximately 4.3% of the total
collateral pool) is in default. In addition, the issuer credit
ratings on three bonds ($7 million), listed as performing assets
on the March 2002 trustee report, were lowered to 'D' or 'SD' on
Oct. 31, 2001, March 18, 2002, and April 2, 2002.

As of March 1, 2002, the performing pool, including the
principal cash, has an aggregate par value of $244.2 million,
compared to the effective date portfolio of $301.2 million. In
contrast, only $12.15 million of the principal amount of the
liability has been paid down since the transaction's inception.

The obligors, with ratings in the triple-'C' and double-'C'
range, comprise more than 12.6% of the performing collateral
portfolio. Furthermore, approximately 24% of the obligors in the
performing collateral pool are currently on CreditWatch with
negative implications, of which 7.5% are rated in the triple-'C'
and double-'C' range.

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

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

As part of its analysis, Standard & Poor's reviewed the results
of recent cash flow model runs. These runs stressed various
parameters that are instrumental in the performance of the
transaction, and are used to determine the transaction's ability
to withstand various levels of default. The stressed performance
of the transaction was then compared to the projected default
performance of the current collateral pool. Standard & Poor's
found that the projected performances of the class B-1, B-2, and
C notes, given the current quality of the collateral pool, were
not consistent with their prior ratings. Consequently, Standard
& Poor's has lowered its ratings on these notes to the new
levels. On the other hand, the projected performances of the
class A-1 and A-2 notes were still consistent with their
original ratings.

     Ratings Lowered And Removed From Creditwatch Negative

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

              Class                Rating

                              To           From

               B-1     B-       BBB/Watch Neg

               B-2     B-       BBB/Watch Neg

               C       CCC-    CCC+/Watch Neg

      Rating Removed From Creditwatch Negative And Affirmed

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

              Class                Rating

                              To           From

              A-2             AA       AA/Watch Neg

                      Rating Affirmed

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

                    Class     Rating

                    A-1       AAA


AMERICAN ENERGY: Inks Agreement for $10 Million Capital Infusion
----------------------------------------------------------------
The American Energy Group Ltd. (OTCBB:AMEL) announced that it
has signed an agreement with a Hamburg, Germany, investor
providing for a loan to the Company and the purchase by the
investor of Common and Preferred Stock for a total capital
infusion to the Company of ten million dollars ($10 million),
excluding commissions and expenses related to the transaction.
The agreement is conditioned upon the final approval of the
investor's board of directors after a due diligence period
scheduled to be completed this month. The transaction is further
conditioned upon the approval of a majority of the Company's
shareholders to an amendment to the articles of incorporation
increasing the authorized Common Stock by fifty million shares
to a total of one hundred thirty million shares in order to
ensure the availability of sufficient Common Stock for the
Company's current and future needs. The proceeds from the
transaction, if consummated, will be used by the Company in its
Pakistan and United States operations for development and debt
reduction.

The Company also announced that it is in negotiations with the
holder of a one and one half million dollar ($1.5 million) note
which matured March 17 and which is secured by a first lien on
the Texas oil and gas leases. If the transaction announced above
is consummated, the Company expects to pay this note in full
from the proceeds of the transaction.

The Company also announced that it has reached a tentative
settlement agreement with Georg von Canal in the pending
litigation initiated by Mr. von Canal to contest the attempted
removal of Mr. von Canal from the board of directors by certain
shareholders pursuant to a provision in the Company's bylaws. In
the litigation, Mr. von Canal is seeking injunctive relief from
the Court against the Company and William Aber based, in part,
upon a Nevada statutory provision which requires a two-thirds
majority vote for removal of any director. Under the tentative
agreement, the terms of which were not disclosed, the Court
hearing has been postponed indefinitely to permit the parties to
address certain settlement contingencies. During the period of
such negotiations, Mr. von Canal and Mr. Aber are working
closely together with the investor's representatives in an
effort to consummate the transaction.

The American Energy Group Ltd. is an independent oil and gas
exploration, drilling and production company based in Houston,
engaged in international exploration projects.

At May 31, 2001, the company's total current liabilities
exceeded its total current assets by almost $1.1 million.


AMERICAN GENERAL: Fitch Cuts Ratings of Class B-1 & B-2 Notes
-------------------------------------------------------------
Fitch Ratings has downgraded its ratings on two tranches issued
by American General CBO 1998-1, Ltd., a collateralized bond
obligation (CBO) backed predominantly by high yield bonds.

The following securities have been downgraded and removed from
Rating Watch Negative:

    * $50,000,000 class B-1 notes to 'BB+' from 'BBB-';

    * $25,000,000 class B-2 notes to 'B+' from 'BB-'.

The following securities have been affirmed and removed from
Rating Watch Negative:

    * $4,000,000 class A-3A notes rated 'A-',

    * $15,000,000 class A-3B notes rated 'A-'.

According to its March 2, 2002 trustee report, American General
CBO 1998-1, Ltd.'s collateral includes a par amount of $29.7
million (7.77%) defaulted assets. The deal also contains 13.13%
assets rated 'CCC+' or below excluding defaults. The class A
overcollateralization test is passing at 124.3% with a trigger
of 116%. The class B overcollateralization test is failing at
98.5% with a trigger of 104%.

In reaching its rating actions, Fitch reviewed the results of
its cash flow model runs after running several different stress
scenarios. Also, Fitch had conversations with American General
Investment Management, L.P., the collateral manager, regarding
the portfolio.


ANN TAYLOR: Names Laurie David as Senior VP of Human Resources
--------------------------------------------------------------
Ann Taylor Stores Corporation (NYSE: ANN) announced an executive
appointment. Laurie David will be joining the Company as Senior
Vice President of Human Resources, effective April 8, 2002.  In
this position, Ms. David will report to Ann Taylor Chairman
and Chief Executive Officer, J. Patrick Spainhour.

Ms. David most recently served as Chief Human Resources Officer
of Transora, an e-marketplace for the consumer goods industry.  
Prior to joining Transora, Ms. David served in a variety of
positions at Sara Lee Corporation, most recently as Executive
Director, Organizational Development.

Ann Taylor's Chairman and Chief Executive Officer, J. Patrick
Spainhour, said, "Ms. David's extensive background in human
resources will make her a key member of our management team". As
Senior Vice President of Human Resources at Ann Taylor, Ms.
David's responsibilities will include performance management,
leadership development, compensation and benefits, and associate
recruitment, retention and education.

Ann Taylor is one of the country's leading women's specialty
retailers, operating 544 stores in 42 states, the District of
Columbia and Puerto Rico, and also an Online Store at
http://www.anntaylor.com

                         *   *   *

As reported in the January 28, 2002 edition of Troubled Company
Reporter, Standard & Poor's affirmed its double-'B'-minus
corporate credit rating on Ann Taylor Inc. and its single-'B'
subordinated debt rating on Ann Taylor Stores Corp., which is
guaranteed by Ann Taylor Inc. All ratings were removed from
CreditWatch, where they had been placed October 11, 2001. The
outlook is stable.

The ratings continue to reflect the company's high business
risk, given its participation in the highly competitive and
volatile specialty apparel industry, inconsistent operating
performance, and rapid store growth. These factors are
mitigated, somewhat, by the company's improved merchandising
strategy, inventory management, and financial performance.


ARCH WIRELESS: Court Okays Gordon Haley as Noteholders' Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
gives its authority to the Unsecured Noteholders Subcommittee of
Official Committee of Unsecured Creditors appointed in the
chapter 11 case involving Arch Wireless, Inc., to employ Stephen
F. Gordon, Esq., and the firm of Gordon Haley LLP as its
counsel.

The Noteholders Subcommittee point out that they are only
permitted to concentrate on a small pool of assets for their
recovery. The rights of Unsecured Noteholders are substantially
different from other unsecured creditors and they feel that
their voice needs to be heard.

Mr. Gordon has been selected as the Subcommittee's counsel
because of his experience in bankruptcy law and bankruptcy
matters. Mr. Gordon has also been involved in these chapter 11
cases since the first of these cases by Involuntary Petition on
November 8, 2001. Mr. Gordon represented the interests of
creditors on the First Day Orders and pursuing an effective
voice for the Unsecured Noteholders, the Subcommittee relates.

The Subcommittee assures the Court that their proposed counsel
intends to minimize any duplication of effort with the Creditors
Committee's counsel. Mr. Gordon will separately represent the
Unsecured Noteholders where their interests diverge from those
of other unsecured creditors, the subcommittee explains.

The Unsecured Noteholders Subcommittee has no arrangement for
compensation of its counsel, other that this request for
retention under a general retainer with terms and amount of
compensation to be determined by this Court.

Arch Wireless, Inc. through its subsidiaries, is a leading
provider of wireless messaging and information services in the
United States. The Company filed for chapter 11 protection on
December 6, 2001 in the U.S. Bankruptcy Court for the District
of Massachusetts. Mark N. Polebaum, Esq. at Hale & Dorr LLP
represents the Debtors in their restructuring effort. When the
company filed for protection from its creditors, it listed
$696,449,000 in assets and $2,163,053,000 in debt.

DebtTraders reports that Arch Communications Inc.'s 12.750%
bonds due 2007 (ARCH07USR1) (with Arch Wireless as underlying
issuer) are trading between 0 and 0.25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ARCH07USR1
for real-time bond pricing.


ARMSTRONG HOLDINGS: Trafelet Gains Approval to Hire Kaye Scholer
----------------------------------------------------------------
Dean M. Trafelet, serving as the legal representative for future
claimants in the chapter 11 cases of Armstrong Holdings, Inc.,
and its debtor-affiliates, obtained from Judge Newsome the
authority and approval to employ the law firm of Kaye Scholer
LLP nunc pro tunc to December 20, 2001, as his lead counsel.

Kaye Scholer will assist Mr. Trafelet by:

       (a) Providing legal advice with respect to the Future
Representative's powers and duties as Future Representative for
the Future Claimants;

       (b) Taking any and all action necessary to protect and
maximize the value of the Debtors' estates for the purpose of
making distributions to Future Claimants and to represent Future
Claimants in connection with negotiating, formulating, drafting,
confirming and implementing a plan of reorganization and
performing such other functions as are set out in Code section
1103(c) or as are reasonably necessary to effectively represent
the interests of Future Claimants;

       (c) Preparing, on behalf of the Future Representative,
necessary applications, motions, objections, answers, orders,
reports and other legal papers in connection with the
administration of these estates in bankruptcy; and

       (d) Performing any other legal services and other support
requested by the Future Representative in connection with these
chapter 11 cases.

The attorneys presently designated to represent the  Future
Representative and their current standard hourly rate are:
                                                             
                                                  Hourly
Name                            Position          Rate
----                            --------          -------
Michael J. Crames               Partner           $690
Andrew A. Kress                 Partner           $605
Benjamin Mintz                  Associate         $415
Scott I. Davidson               Associate         $395
Nicholas J. Cremona             Associate         $335

Other Kaye Scholer attorneys and paraprofessionals will, from
time to time, serve the Future Representative in connection with
the services described in the Application.  The hourly rate for
Kaye Scholer attorneys and paraprofessionals are:

              Partners           $425 to $690
              Counsel            $385 to $475
              Associates         $215 to $430
              Paraprofessionals  $100 to $175

(Armstrong Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


ARTHUR ANDERSEN: MidEast Partners Join PricewaterhouseCoopers
-------------------------------------------------------------
The Partners in Arthur Andersen Middle East have agreed
to combine their practices with PricewaterhouseCoopers.

Fouad Alaeddin, Managing Partner, Arthur Andersen Middle East,
said, "My partners and I are tremendously excited by the
prospects of joining with PricewaterhouseCoopers.  We are
already one of the largest and best-regarded providers of
accounting, auditing, tax, consulting and advisory services in
the Middle East, and in combination with PricewaterhouseCoopers
we will be able to develop a truly leading position.  We have no
doubt that joining PricewaterhouseCoopers offers great
opportunities and benefits for our firm, our people and -- above
all -- our clients."

Michael Stevenson, Territory Senior Partner,
PricewaterhouseCoopers in the Middle East, said, "We have high
regard for the practice and professionalism of our new
colleagues and are delighted that they will be joining with us
to realise the enormous potential of a combined practice with
PricewaterhouseCoopers.  We look forward to working with them to
build upon and further enhance the combined firms' leading
position in the Middle East."


ASSOCIATED MATERIALS: Gets Requisite Consents to Amend Indenture
----------------------------------------------------------------
Associated Materials Incorporated (Nasdaq: SIDE) announced that
as of 5:00 p.m., New York City time, on April 4, 2002, it had
received consents and tenders from registered holders
representing more than 98% of the outstanding principal amount
of AMI's 9-1/4% Senior Subordinated Notes due March 1, 2008.

AMI intends promptly to cause the execution of a supplemental
indenture reflecting the proposed amendments to the indenture
governing the 9-1/4% Notes.  Those amendments substantially
modify or eliminate the restrictive covenants and specific
events of default in the Indenture.  The amendments to the
Indenture will become operative if and when AMI purchases at
least a majority of the outstanding principal amount of the 9-
1/4% Notes upon completion of the offer.  Holders of untendered
9-1/4% Notes will be bound by the amendments if and when the
amendments become operative.

AMI commenced the tender offer and consent solicitation pursuant
to the merger agreement executed on March 16, 2002 with
Associated Materials Holdings Inc. (formerly known as
Harvest/AMI Holdings Inc.) and Simon Acquisition Corp., a wholly
owned subsidiary of Associated Materials Holdings Inc.   Simon
Acquisition Corp. has commenced a tender offer for all
outstanding shares of AMI's common stock pursuant to the merger
agreement.

As previously announced, the tender offer and consent
solicitation are subject to the terms and conditions set forth
in AMI's Offer to Purchase and Consent Solicitation Statement
dated March 22, 2002.  The tender offer for the 9-1/4% Notes
will expire at 12:00 Midnight, New York City time, on Thursday,
April 18, 2002, unless extended.  Holders may tender their
9-1/4% Notes until the Expiration Date.  Noteholders must
consent to the proposed amendments in order to validly tender
their 9-1/4% Notes.

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

9 1/4% Notes is the purchase by Simon Acquisition Corp. of a
majority of AMI's common stock (on a fully diluted basis) in the
Share Tender.

A consent payment of $20 per $1,000 of principal amount of
9-1/4% Notes will be paid on the date the 9-1/4% Notes are
purchased to those holders who tendered their 9-1/4% Notes and
provided their consents to the proposed amendments to the
Indenture at or prior to 5:00 p.m., New York City time,
yesterday.  Notes tendered and consents given at or prior to
5:00 p.m. on April 4, 2002 may not be withdrawn.  Holders of
9-1/4% Notes tendered after 5:00 p.m. on April 4, 2002 will not
receive a consent payment.  AMI may amend, extend or terminate
the tender offer and consent solicitation in its sole
discretion.

The purchase price per $1,000 principal amount of 9-1/4% Notes
to be paid for each validly tendered 9-1/4% Note will be (1) an
amount based on a yield to March 1, 2003 (the first optional
redemption date with respect to the 9-1/4% Notes) that is equal
to the sum of (i) the yield on the 4.25% U.S. Treasury Note due
March 31, 2003, and (ii) a fixed spread of 50 basis points, less
(2) $20, the amount of the consent payment.  In addition,
accrued and unpaid interest will be paid on the tendered 9-1/4%
Notes up to but not including the payment date.  The purchase
price for each 9-1/4% Note will be set at 2:00 p.m., New York
City time, on April 16, 2002, unless the Expiration Date is
extended.

                         *   *   *

Standard & Poor's 'BB' ratings on Associated Materials Inc.
remain on CreditWatch with developing implications where they
were placed on December 20, 2001.

As previously reported, the company had entered into an
agreement to sell the company to an affiliate of Harvest
Partners, Inc., a private equity firm, for $50 per share in
cash. The total value of the transaction is about $436 million,
including $75 million of Associated Materials' outstanding 9-
1/4% senior subordinated notes, which will be refinanced. Total
debt outstanding, including capitalized operating leases, was
about $107 million at December 31, 2001.

Developing implications mean that the ratings could be raised,
lowered, or affirmed depending on the nature of the company's
capital structure following completion of the transaction.


AVAYA: Completes $10MM Network to Link San Diego-Area Navy Bases
----------------------------------------------------------------
Avaya Inc. (NYSE: AV), a leading global provider of voice and
data networks to businesses and government, successfully
completed a new $10 million ATM-based communications network to
link 12 San Diego-area U.S. Navy bases.

The new network supports 60,000 Navy users across the extended
San Diego region, consolidating and simplifying the
communications architecture for Navy facilities.  Included are:  
Naval Air Station North Island; San Diego Naval Station; Naval
Amphibious Base; Point Loma; Space and Naval Warfare Command
(SPAWAR); Naval Marines Corps Recruit Center; San Clemente
Island; Outlying Landing Field; Naval Medical Center San Diego
(Balboa Hospital); Anti-Submarine Warfare (ASW); Marine Corps
Recruit Depot (MCRD); and Consolidated Area Telephone Office.

"Based on the mission-critical nature of the Navy's
communications needs, Avaya's objective was to bring the network
online without interrupting service," said Robert Fortna, Avaya
vice president of Government Solutions. "With careful planning
we were able to do so -- while completing the project on time
and on budget."

Avaya DEFINITY(R) Enterprise Communications Servers (ECS)
provide the backbone for the new San Diego-area network.  Nine
Avaya DEFINITY servers replaced 17 existing switches, reducing
the number and complexity of the Navy's existing facilities
while improving redundancy and survivability. With the new
distributed communications network, should a portion of the
network be destroyed or compromised, the Navy would continue to
have access to critical communications services.  In addition,
to meet national security demands, the Avaya DEFINITY ECS has
been certified by the Department of Defense's Joint
Interoperability Test Center at Ft. Huachuca, Arizona, and
offers MultiLevel Precedence and Preemption-a feature that
allows key personnel to override other system traffic in times
of emergency.

The Navy's new network also supports new and emerging
communications features, including IP telephony capability that
will be used by the San Diego Medical Center, the premier naval
hospital on the West Coast.  With Avaya's IP-enabled
communications server, the hospital will be able to merge its
voice and data networks and route voice calls over the Internet-
simplifying network administration and reducing costs.
    
             Avaya also provided the Navy with:

    * Avaya call center/Customer Relationship Management
solutions to provide time-saving, state-of-the-art call
routing and contact management capabilities to the Navy's
administration and logistics organizations at each site.
    
    * Avaya MultiPoint Conferencing Units that can be used to
link multiple locations in a "virtual conference room" for
multimedia meetings.
    
    * Centralized, easy-to-use management tools for configuring
the network, managing traffic, identifying and resolving
problems and generating management reports.
    
    * Integrated Avaya Intuity(TM) Audix(R) Multimedia Message
Servers to boost productivity, increase responsiveness and
improve information exchange among Navy sites in the San Diego
region.
    
Avaya's global enterprise services team implemented the new
network across the 12 locations.
    
Avaya Inc., headquartered in Basking Ridge, New Jersey, is a
leading global provider of voice and data networks as well as
communications solutions and services that help businesses,
government agencies and other institutions - including more than
90 percent of the FORTUNE 500(R) -- excel in the customer
economy.  Avaya offers Customer Relationship Management
Solutions, Unified Communication Solutions, Service Provider
Solutions, MultiService Networking Infrastructure, and Converged
Voice and Data Networks -- including the company's no-compromise
Avaya Enterprise-Class IP Solutions (ECLIPS) -- all supported by
Avaya Services and Avaya Labs.  Avaya is the worldwide leader in
unified messaging, messaging systems, call centers and
structured cabling systems.  It is the U.S. leader in voice
communications systems and services. Avaya is an official
sponsor for the 2002 FIFA World Cup(TM), the FIFA Women's
World Cup 2003 and the 2006 FIFA World Cup(TM) tournaments.  For
more information about Avaya, visit its Web site at
http://www.avaya.com

As reported in the March 19, 2002 edition of Troubled Company
Reporter, Standard & Poor's assigned its BB- rating to the
company's proposed $300 million debt issues.


BCE TELEGLOBE: Moody's Slashes Senior Unsec. Debt Rating to Ba3
---------------------------------------------------------------
BCE Teleglobe announced that Moody's Investors Service
downgraded its senior unsecured debt from Baa3 to Ba3. BCE
Teleglobe will review the implications of the downgrade and BCE
Inc. will update investors on the affairs and operations of BCE
Teleglobe, on Wednesday, April 24th, when it releases its first
quarter results. The Companies will provide no further comment
until such time.

BCE Teleglobe, a leading provider of global communications and
Internet services, enables its customers to maximize the
potential of the Internet through its delivery of content
distribution and global connectivity. The company is deploying a
network utilizing state-of-the-art transmission equipment
capable of up to 1.6 terabits capacity per fiber when fully
deployed and providing a robust platform for a portfolio of
Internet and data services. With 160 POPS serving more than 110
cities, BCE Teleglobe operates one of the world's largest
international Internet backbones serving a broad base of
enterprise, Internet Content Provider (ICP), Internet Service
Provider (ISP) and carrier customers. BCE Teleglobe is owned by
BCE Inc., based in Montreal, Canada. For more information, visit
the company's Web site at http://www.bceteleglobe.com


BCF 1997-R1: Fitch Drops Junk Securities Rating to Default Level
----------------------------------------------------------------
Fitch Ratings takes ratings actions on the following residential
mortgage-backed securitizations:

     * BCF 1997-R1, Class B3 ($7,294,102 outstanding), rated
       'CCC' is downgraded to 'D'.

     * BCF 1997-R1, Class B2 ($5,307,868 outstanding), rated 'A'
       is downgraded to 'BBB+'.

     * BCF 1997-R3, Class B3 ($21,460,534 outstanding), rated
       'BB-' is downgraded to 'B' and is placed on rating watch
       negative.

     * BCF 1997-R3, Class B2 ($24,100,063 outstanding), rated
       'A' is downgraded to 'A-' and remains on rating watch
       negative.

The action is the result of a review of the level of losses
incurred to date and the current high delinquencies relative to
the applicable credit support levels. As of the March 25, 2002
distribution:

BCF 1997-R1 remittance information indicates that approximately
12.32% of the pool is over 90 days delinquent, and cumulative
losses are $22,022,011 or 12.46% of the initial pool. Class B3
currently has 0% of credit support. Class B2 currently has 9.75%
of credit support.

BCF 1997-R3 remittance information indicates that approximately
12.99% of the pool is over 90 days delinquent, and cumulative
losses are $62,587,193 or 10.87% of the initial pool. Class B3
currently has 1.31% of credit support. Class B2 currently has
9.12% of credit support.


BETHLEHEM STEEL: Doesn't Want to Pay Utility Company Deposits
-------------------------------------------------------------
Pursuant to Judge Lifland's Utility Order dated October 15,
2001, thirteen Utility Companies make requests for additional
adequate assurance, in the chapter 11 cases of Bethlehem Steel
Corporation, and its debtor-affiliates.  The Thirteen Utility
Companies have submitted requests for additional adequate
assurance, in a form of a Deposit, totaling about $15,000,000:

    Utility Company                       Requested Deposit
    ---------------                       -----------------
    Pennsylvania Power & Light             $2,827,779
    Niagara Mohawk Company                    806,630
    Northern Indiana Public Service Co.     3,245,755
    Philadelphia Electric Company           4,471,671
    Natural Fuel Gas Distribution Corp.     1,892,550
    Natural Gas Pipeline Co. of America       385,639
    Columbia Gas Transmission                 690,000
    Columbia Gas of Pennsylvania              150,000
    Columbia Gulf Transmission                370,000
    Duke Energy Corporation                     6,523
    Piedmont Natural Gas Company                2,280
    GPU Energy                                133,026
    Verizon Communications, Inc.               63,095

In response, the Debtors ask the Court to determine that the
Utility Companies are adequately assured of future payment
pursuant to these Payment Safeguards:

    (a) Any undisputed or ultimately allowed charge for Utility
        Services furnished by the Utility Company to the Debtors
        after the Commencement Date will constitute an
        administrative expense of the Debtors' Chapter 11 cases
        in accordance with Sections 503(b) and 507(a)(1) of the
        Bankruptcy Code;

    (b) The Debtors file monthly operating statements with
        the Court on the ECF System and deliver these to the
        United States Trustee for the Southern District of New
        York by the twentieth calendar day after the close of
        each calendar month, or the next business day in the
        event that the twentieth day of the month is not a
        business day;

    (c) In the event of a material adverse change to the
        Debtors' liquidity position, as indicated on such
        monthly operating statements, any Requesting Utility may
        request the Court to find that it no longer has adequate
        assurance of payment for future service or a finding
        that it would have such adequate assurance only if the
        Debtors provide a deposit or other security;

    (d) With respect to the Requesting Utilities,
        notwithstanding any longer time authorized under the
        applicable tariffs, the Debtors' time to pay their
        monthly bills for Utility Services will be fixed at the
        greater of:

        -- the number of days allowed under each such Requesting
           Utility's ordinary course billing cycle in effect
           prior to the Commencement Date, with any disputes as
           to such cycle to be resolved by this Court, and

        -- the last business day in the 14 calendar days after
           receipt of the post-petition invoice by the Debtors;

    (e) In the event of a post-petition payment default by the
        Debtors, the Requesting Utility may fax a notice to the
        Debtors demanding payment, and if the Debtors fail to
        make such payments within 5 business days of receipt of
        such notice, the Requesting Utility may move the Court,
        on an expedited basis, for leave to terminate the
        Utility Services.

George A. Davis, Esq., at Weil, Gotshal & Manges, LLP, in New
York, points out that Section 366 of the Bankruptcy Code sets
the statutory framework with respect to utility companies
providing services to the Debtors:

    (a) Except as provided in Subsection (b) of this title, a
        utility may not alter, refuse, or discontinue service to
        . . . the debtor solely on the basis of the commencement
        of a case under this title or that a debt owed by the
        Debtor to such utility for service rendered before the
        order for relief was not paid when due;

    (b) Such utility may alter, refuse or discontinue service if
        neither the trustee nor the Debtor, within 20 days after
        the date of the order for relief, furnishes adequate
        assurance of payment, in the form of a deposit or other
        security, for service after such date. On request of a
        party in interest and after notice and a hearing, the
        court may order reasonable modification of the amount of
        the deposit or other security necessary to provide
        adequate assurance of payment.

Thus, Mr. Davis argues that the Deposit Demands of the Utility
Companies are unreasonable and that the Requesting Utilities are
adequately assured of payment for future Utility Services
because:

    (1) The Debtors have an excellent payment history with the
        Requesting Utilities. A Debtor-In-Possession's agreement
        to pay its utilities as an administrative expense
        constitutes "adequate assurance" of its future
        performance within the meaning of Section 366. Also, the
        administrative expense priority provided in Sections
        503(b) and 507(a)(a) of the Bankruptcy Code constitutes
        adequate assurance of payment and no deposit or other
        security is required;

    (2) Adequate assurance also exists in these Chapter 11 cases
        by reason of the Debtors' present and projected future
        liquidity position. As of February 28, 2002, the Debtors
        had about $183,000,000 in unused borrowing capacity
        under the DIP Facility. The Debtors' current financial
        projections indicate that they will maintain adequate
        liquidity to pursue strategic restructuring and
        reorganization alternatives throughout 2002. As such,
        the Debtors have more than sufficient availability of
        funds with which to pay all undisputed post-petition
        utility charges and other administrative expense;

    (3) The Debtors have substantial unencumbered assets
        available for payment of administrative claims. As of
        February 28, 2002, the book value of the Debtors' assets
        was approximately $4,200,000,000 while the amount of its
        post-petition current liability, capital lease
        obligations and secured debt totaled only $923,000,000.
        Because the utility administrative expense claims for
        post-petition services have priority over general
        unsecured claims, there is substantial "cushion" in the
        way of asset value, which serves as further "adequate
        assurance of payment" with respect to any claims arising
        from post-petition utility services;

    (4) The proposed Payment Safeguards provide substantial
        adequate assurance of payment to the Requesting
        Utilities; and

    (5) Posting deposits reduces the Debtors' liquidity and
        potentially forces the Debtors to incur additional
        interest expense and triggers requests for additional
        utility deposits.

Further, Mr. Davis asserts that the Debtors' contention is
supported by the Second Circuit ruling that the utility
companies had adequate assurance of payment due to the existence
of these "safeguards":

    (a) administrative expense claim status for post-petition
        utility charges;

    (b) expedited procedures for relief in the event of a post-
        petition payment default by the debtor; and

    (c) the debtors' timely provision to the utility companies
        of copies of its monthly operating statements.
        (Bethlehem Bankruptcy News, Issue No. 13; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


COMDISCO INC: Court Okays Proposed Claims Settlement Procedures
---------------------------------------------------------------
Comdisco, Inc., and its debtor-affiliates obtained the Court's
authority to implement an informal claims reconciliation program
-- the Settlement Procedures -- to settle and allow certain
claims against their estates.

With the Court approval and as proposed:

  -- under the Settlement Procedures, the Debtors would
     communicate informally with the appropriate holders of
     claims in an attempt to reach a consensus on the amount and
     treatment of such claims.  The Debtors would solicit
     agreements to allow the affected claims in reduced amounts,
     representing a compromise between the amounts reflected on
     the Debtors' and the creditors' books.

  -- to assist in the implementation of an informal
     reconciliation program, the Debtors seek the Court's
     authority to settle the claims within these established
     parameters:

     (a) for claims where the allowed amount is under $100,000,
         the Debtors request authority to allow such claims in
         amounts that the Debtors determine in their business
         judgment to be in the best interests of their estates,
         without need for Court approval or further notice;

     (b) except as set forth in the next provision, for claims
         where the allowed amount is above $100,000, the Debtors
         request authority to allow such claims in amounts that
         the Debtors determine in their business judgment to be
         in the best interests of their estates, subject to the
         notice and approval procedures;

     (c) for claims where the discrepancy between the allowed
         amount and the claimed amount does not exceed 10%, the
         Debtors request authority to allow such claims in
         amounts that the Debtors determine in their business
         judgment to be in the best interests of their estates,
         provided, however, that where such 10% or less
         discrepancy exceeds $100,000, prior to making such a
         compromise, the Debtors will be subject to the notice
         and approval procedures in the next provision;

     (d) Notice and Approval Procedures.  The Debtors shall
         notify counsel to the Creditors' Committee, the Equity
         Committee, and the United States Trustee of the terms
         of all settlement agreements with respect to the claims
         described in the preceding two provisions.  If each of
         the Notice Parties indicates its approval in writing or
         none of the Notice Parties provide counsel for the
         Debtors with written notice of an objection to the
         respective settlement agreement within ten days after
         the date the notice is mailed, the Debtors shall be
         authorized to accept and consummate the settlement
         agreement and record an allowed claim in the settled
         amount.  If any of the Notice Parties object to the
         settlement, the Debtors will file a motion to approve
         the proposed compromise.  The Debtors will submit
         quarterly status reports to the Notice Parties
         indicating the claims settled.

The procedures for resolving the claims will not apply to
settlements that involve an "insider" as defined in section
101(31) of the Bankruptcy Code. (Comdisco Bankruptcy News, Issue
No. 23; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


COVANTA ENERGY: Signs-Up Jenner & Block as Bankruptcy Co-Counsel
----------------------------------------------------------------
Covanta Energy Corporation, and its debtor-affiliates ask Judge
Blackshear for the authority to employ Jenner & Block LLC as
their special financing and litigation counsel in the Chapter 11
cases, in connection with those aspects of their reorganization
cases, pursuant to Section 327 of the Bankruptcy Code.

Jenner & Block will be responsible for certain potential
litigation matters for the Debtors, which will not involve
Cleary, Gottlieb, as Debtors' counsel. Vincent E. Lazar, Esq.,
at Jenner & Block assures Judge Blackshear that the firms will
coordinate their efforts so as to avoid duplicate services and
expenses.

Mr. Jeffrey R. Horowitz, Covanta's Secretary and Senior Vice
President of Legal Affairs, believes that "Jenner & Block is
particularly well suited for the type of representation required
by the Debtors.  The firm has played significant roles in many
of the largest and most complex cases under the Bankruptcy Code
including the Chapter 11 cases of The Babcock & Wilcox Company;
Liberty House, Inc.; and JCC Holding Company."

The Debtors expect Jenner & Block to render, to the extent that
these matters are not handled by Cleary, Gottlieb, ordinary  and
necessary legal services such as:

      (a) advising Ogden New York Services, Inc. and its
          affiliates with respect to its prepetition credit
          facilities, loans and bond indebtedness;

      (b) assisting Ogden New York Services, Inc. and its
          affiliates in obtaining and negotiating the terms
          and conditions of debtor in possession financing and
          use of cash collateral, and in obtaining and necessary
          or appropriate orders of the Bankruptcy Court in
          connection with the foregoing;

      (c) appearing at meetings of creditors, as necessary;

      (d) representing Ogden New York Services, Inc. and its
          affiliates in litigation in the Bankruptcy Court
          and other such courts as may be appropriate; and

      (e) advising Ogden New York Services, Inc. and its
          affiliates regarding its legal rights and
          responsibilities as a debtor and debtor in possession
          under the Bankruptcy Code, the Federal Rules of
          Bankruptcy Procedure, and the United States Trustee
          Guidelines and Requirements.

Mr. Lazar explains that, subject to Court approval, Jenner &
Block intends to charge for its legal services on an hourly
basis, in accordance with the ordinary and customary hourly
rates in effect on the day that services are rendered, and to
seek reimbursement of actual and necessary out-of-pocket
expenses. He states that Jenner & Block's hourly attorney rates
have a range of:

          Members     $350-$625/hour
          Associates  $185-$350/hour
          Paralegals  $110-$150/hour

Mr. Lazar reveals that the Debtors paid Jenner & Block a
$250,000 retainer in January 2002, for services rendered or
anticipated. It has been replenished from time to time and is
still held by Jenner & Block. Covanta Energy Corporation, Ogden
NY's parent company supplied the retainer. On or about January
15, 2002, Covanta retained Jenner & Block's services on behalf
of the Debtors. The Debtors agreed to waive any conflicts of
interest or potential conflicts arising from Jenner & Block's
representation of creditors and other parties in interest in
matters unrelated to the Debtors or their chapter 11 cases.

To the best of the Debtors' knowledge, Jenner & Block has no
connection with any party with an actual or potential interest
in these Chapter 11 cases. Jenner & Block has researched its
client base and disclosed any possible conflicts of interest. If
any additional information requiring disclosure is discovered,
Jenner & Block will reveal it promptly.

Mr. Lazar concludes by asserting that Jenner & Block appears to
be a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code. (Covanta Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


ETT NEVADA: Files for Chapter 11 Reorganization in Illinois
-----------------------------------------------------------
ETT Nevada, Inc., an indirect subsidiary of Exelon Corporation
(NYSE: EXC), filed for protection under Chapter 11 of the
Bankruptcy Code on April 4, 2002.  This filing was necessary to
protect ETT Nevada's $9.3 million equity investment in Northwind
Aladdin, LLC from the risk of loss due to a possible lender
foreclosure and to avoid disruption to Northwind Aladdin's
business and operations.

Northwind Aladdin owns and operates an energy facility that
provides hot water, chilled water and back-up emergency
electrical generation to the Aladdin Hotel and Casino and an
adjoining shopping mall in Las Vegas, Nevada. The equity
investment in Northwind Aladdin is ETT Nevada's only material
asset, and represents a 75% ownership interest in Northwind
Aladdin.  The remaining 25% is owned by a subsidiary of Sierra
Pacific Resources, an unaffiliated third party.

The energy facility was financed through non-recourse project
financing and equity contributions by ETT Nevada and Sierra
Pacific's subsidiary.  ETT Nevada's equity investment is pledged
as collateral for Northwind Aladdin's $23 million non-recourse
project financing.  The financing is in default due to Aladdin
Gaming, LLC, the owner of the Aladdin Hotel and Casino, filing
for protection under Chapter 11 of the Bankruptcy Code in
September 2001.

Only Northwind Aladdin, and no other Exelon company, is liable
on this financing, which is with an unaffiliated financial
institution.  Northwind Aladdin's energy facility continues to
operate and provide services to the Aladdin Hotel and Casino.

Exelon Corporation is one of the nation's largest electric
utilities with approximately 5 million customers and more than
$15 billion in annual revenues.  The company has one of the
industry's largest portfolios of electricity generation
capacity, with a nationwide reach and strong positions in the
Midwest and Mid-Atlantic.  Exelon distributes electricity to
approximately 5 million customers in Illinois and Pennsylvania
and gas to more than 440,000 customers in the Philadelphia area.  
The company also has holdings in such competitive businesses as
energy, infrastructure services, energy services and
telecommunications.  Exelon is headquartered in Chicago and
trades on the NYSE under the ticker EXC.


ETT NEVADA INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: ETT Nevada Inc.
        30 West Monroe Street Suite 500
        Chicago, Illinois 60603

Bankruptcy Case No.: 02-13225

Type of Business: The Debtor owns an equity investment in
                  Northwind Aladdin, LLC which represents a 75%
                  ownership interest in the said company.

Chapter 11 Petition Date: April 4, 2002

Court: Northern District of Illinois

Judge: Ronald Barliant

Debtors' Counsel: Matthew A. Clemente, Esq.
                  Sidley Austin Brown and Wood
                  10 South Dearborn Street
                  Chicago, Illinois 60603
                  312-853-7000


ENRON: Debtors' Schedules & Statements Won't Be Ready Until June
----------------------------------------------------------------
Enron Corporation, and its debtor-affiliates ask the Court to
extend the deadline by which they must prepare and file
comprehensive schedules of assets and liabilities and statements
of financial affairs to June 17, 2002.

Since the Petition Date, the majority of the Debtors' time and
efforts have been devoted to stabilizing their business
operations and completing the transition to operating as chapter
11 debtors in possession.

Albert Togut, Esq., at Togut, Segal & Segal LLP, in New York,
tells Judge Gonzalez that while preparing schedules of assets
and liabilities and statements of financial affairs may sound
reasonably simple, it is a significant task -- particularly in
these cases, unprecedented in their size and complexity.

Mr. Togut reminds the Court that the Debtors have been working
hard to undertake these tasks through various means, including:

  (i) the implementation of various forms of "first day" Orders
      granted by the Court to allow the Debtors to operate to
      the fullest extent possible;

(ii) the procurement of interim court approval, over
      objections, of a financing facility up to $1,500,000,000;

(iii) the retention of professionals, over objections, necessary
      to the Debtors' reorganization efforts;

(iv) the analysis of various issues relating to executory
      contracts, critical vendors, and the sale of certain
      assets;

  (v) the analysis of the business operations of hundreds of the
      Debtors' affiliates to determine whether additional
      chapter 11 cases should be filed;

(vi) the negotiation and consummation of approximately
      $3,000,000,000 of sales of non--core assets, including the
      wholesale trading business, Enron Oil & Gas India, Ltd.,
      NewPower, and Enron Wind Corp.; and

(vii) the retention of a Chief Restructuring Officer.

In only three and a half months, Mr. Togut relates that more
than 2,100 motions, notices, applications, petitions, and orders
have been filed in the Debtors' chapter 11 cases on behalf of
the Debtors and in many instances against the Debtors, the vast
majority of which have required the Debtors' attention.  These
pleadings include:

     -- various motions for relief from the automatic stay;

     -- motions for Rule 2004 examinations;

     -- motions for orders compelling decisions to assume or
          reject executory contracts, including requests for
          performance or adequate protection;

     -- motions to transfer venue to the Southern District of
          Texas;

     -- motions to restrict Enron North America Corp.'s ability
          to participate in the Debtors' centralized cash
          management system;

     -- motions for the appointment of separate committees,
          trustees, and examiners;

     -- objections to the Debtors' request for approval of DIP
          financing;

     -- objections to retention of the Debtors' professionals;

     -- adversary proceedings seeking a range of relief,
          including the action against Dynegy, Inc. and Dynegy
          Holdings, Inc.; and

     -- commencement of additional chapter 11 cases by Debtors'
          affiliates, which are being jointly administered with
          these cases and which will continue to be filed.

Mr. Togut notes that the Court has conducted more than 60
hearings and has devoted a significant amount of its own
resources to manage the enormous demands of these cases.

Furthermore, Mr. Togut continues, substantial time has been
devoted to issues involving the active investigations and
hearings, which are being conducted by various Congressional
committees, federal agencies, and federal departments, including
the Pension Benefit Guaranty Corporation, the Department of
Justice, the Department of Labor, the Internal Revenue Service,
and the Securities and Exchange Commission.  "The Debtors are
also expending time defending class-action lawsuits filed on
behalf of employees regarding the Enron Corp. Savings Plan," Mr.
Togut adds. Moreover, Mr. Togut points out that the Debtors are
faced with challenges relating to thousands of foreign
affiliates, including the commencement of voluntary and
involuntary international insolvency proceedings.

In addition, Mr. Togut reports that the Debtors have worked
diligently to prepare their lists of equity security holders,
schedules of assets and liabilities, statement of financial
affairs and schedules of executory contracts and unexpired
leases.

Mr. Togut clarifies that the current deadline for the Debtors to
file their schedules is on April 18, 2002.  Mr. Togut explains
that first motion sought a six-month extension.  At the request
of the United States Trustee, Mr. Togut says, the Debtors
restricted the requested extension to four months.  "But the
December 3 Order inadvertently provides that June 18, 2002 is
four months from December 18, 2001, when it should have said
April 18, 2002," Mr. Togut says.

According to Mr. Togut, the Debtors have mobilized between 75
and 100 employees who, in addition to their other duties, are
working in the Schedules preparation process.  Mr. Togut reminds
Judge Gonzalez that the Debtors have also retained
PricewaterhouseCoopers, LLP to assist in preparing the
Schedules. "PwC has had a team on site in the Debtors' Houston
offices since mid-January working on this project, together with
the Debtors' legal counsel, as needed," Mr. Togut relates.

Mr. Togut reports that the Debtors' "Schedules" team and
professionals have met frequently and many sub-groups have been
formed to gather the requisite information, and to address
questions and issues related to preparing the Schedules.  "As a
new affiliated entity files a chapter 11 petition, personnel
familiar with that entity's financial affairs are brought into
the Schedules preparation process," Mr. Togut tells the Court.

Although much progress has been made, particularly for the
original Debtors that filed their chapter 11 cases on or before
March 1, 2002, Mr. Togut says, the Debtors still require
additional time to complete the Schedules beyond the current
April 18 deadline.

By this motion, the Debtors seek entry of an order, pursuant to
Bankruptcy Rules 1007(a)(4) and 1007(c), extending the deadline
to file their Schedules for an additional 60 days, through and
including June 17, 2002.

For any affiliate that commences a Chapter 11 case on or after
March 1, 2002, the Debtors ask Judge Gonzalez to grant them a
120-day extension of the 15-day period within which that New
Debtor must file its Schedules. (Enron Bankruptcy News, Issue
No. 19; Bankruptcy Creditors' Service, Inc., 609/392-0900)


EXODUS COMMS: MGE UPS Wants Prompt Decision on Various Contracts
----------------------------------------------------------------
MGE UPS Systems Inc. wants Exodus Communications, Inc., and its
debtor-affiliates to immediately assume or reject various
Services Agreements.  Noel C. Burnham, Esq., at Montgomery
McCracken Walker & Rhoads LLP in Wilmington, Delaware, relates
that MGE maintains and services a variety of equipment in the
Debtors' data centers.  MGE sold a variety of specialized
equipment - including Uninterruptable Power Supplies and Power
Management Modules - to the Debtors, which are used in the
Debtors' Internet Data Centers. MGE also entered into a variety
of service and purchase agreements with the Debtors where MGE
services and maintains the said equipment.

In connection with the sale of the Debtor's assets to Cable &
Wireless, the Debtors informed MGE that these Service agreements
will be assigned to the Purchaser and a cure amount of
$1,062,525 will be paid to MGE. However, Mr. Burnham states that
at the closing of the sale, the Service Agreements were
withdrawn from the list of contracts assigned to the Purchaser,
but that the Debtor nonetheless agreed to provide the Purchaser
the benefit of the said Service Agreements. This arrangement set
by the Debtors serves no purpose other than to postpone the cure
payment that the Debtor previously admitted to owing to MGE and
is also inconsistent with what is actually happening in the
post-sale relationship between MGE and the Purchaser. The
equipment and the data centers where the equipment is located
are now owned by the Purchaser.

When the equipment needs to be serviced, Mr. Burnham points out
that it is the Purchaser, not the Debtors, that requests the
service. The Purchaser has gone as far as proposing new terms
and conditions under the Agreements. There is nothing in the
Bankruptcy Code that provides that the Debtors may, instead of
assuming and assigning a contract to a Purchaser, require MGE to
provide services under the contract for the Purchaser. He adds
that the Debtor's arrangement puts MGE in a legally
uncomfortable position because it is unclear what the parties'
rights are vis-a-vis one another.

Mr. Burnham argues that it is unfair for the Debtors to seek,
through a legal fiction that has no basis in reality, to evade
its responsibilities under the Bankruptcy Code and deprive MGE
of a cure payment.

                      Debtors Object

David R. Hurst, Esq., at Skadden Arps Slate Meagher & Flom LLP
in Wilmington, Delaware, states that that MGE's arguments in its
motion were raised previously by other parties-in-interest and
were rejected by the Court. Meanwhile, MGE's circumstances are
no different from the other parties that are subject to the
Court-approved transition services arrangements.

Mr. Hurst makes it clear that at this point, the parties have
not determined whether it is appropriate for the Purchaser to
take an assignment of the Debtors' contractual relationships
with MGE. Under an amendment to the Asset Purchase Agreement, it
is possible that MGE's contract with the Debtors will be assumed
or assigned to the Purchaser should the Purchaser not make
alternative arrangements to the services provided by MGE. During
this transition period, MGE will continue to be paid for the
services it renders for the benefit of the estates.

Mr. Hurst asks the Court to deny MGE's motion since MGE failed
to prove any particularized harm or special circumstances that
would warrant a deviation from the transition agreements
previously approved by the Court and applicable to all other
parties-in-interest. MGE does not allege that it is not being
compensated for its post-petition services by the Debtors and
thus is not suffering any economic hardship. (Exodus Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


FEDERAL-MOGUL: Has Until Oct. 1 to Make Lease-Related Decisions
---------------------------------------------------------------
Judge Newsome extends Federal-Mogul Corporation's time to elect
to assume or reject the Real Property Leases for a period of 6
months through and including October 1, 2002. (Federal-Mogul
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FLOWSERVE CORP: Will Release Final Q1 2002 Results on April 23
--------------------------------------------------------------
Flowserve Corp. (NYSE:FLS) said that, based on preliminary
quarterly financial information, it expects to report first
quarter 2002 earnings per share in the range of 27 to 29 cents,
in line with the company's earlier guidance.

In the first quarter of the previous year, the company reported
a net loss of 22 cents a share. Before integration expenses,
earnings per share were 10 cents in the first quarter of 2001.
Under current accounting rules, including the new treatment of
goodwill amortization, earnings per share before integration
expenses would have been 19 cents a share in the first quarter
of 2001.

The company said it expects first quarter 2002 sales to be flat
to slightly up compared with $444.0 million in the first quarter
of 2001.

Sequentially, first quarter 2002 bookings are expected to be up
around 5 percent compared with $452.9 million in the fourth
quarter of 2001. First quarter 2002 bookings are expected to be
down modestly primarily due to currency translation, compared
with $496.3 million in the year ago quarter.

The company also said it paid down $36.4 million of debt in the
first quarter of 2002, primarily as a result of improvements in
cash flow and working capital utilization.

"Preliminary information for the first quarter of 2002 supports
our earlier view that activity is improving in several of
Flowserve's businesses," said Chairman, President and Chief
Executive Officer C. Scott Greer.

The company plans to release its final first quarter 2002
financial results on April 23.

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 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.


FRUIT OF THE LOOM: Sells Sherman Warehouse to Dreyfus for $3.5MM
----------------------------------------------------------------
Fruit of the Loom Ltd. owns Sherman Warehouse Corporation, a
distribution facility.  It is located at 4350 Industrial Drive,
Jackson, Mississippi. Since the Petition Date, Fruit of the Loom
has conducted an ongoing review of its manufacturing and
distribution infrastructure. In connection with its operational
improvements, Sherman Warehouse ceased its distribution
operations in 2000.  Fruit of the Loom now wants Judge Walsh's
permission to sell the facility.

Louis Dreyfus Corporation and its division, Allenberg Cotton
Company, have agreed to buy Sherman Warehouse.  The purchase of
Sherman Warehouse includes any easements, rights, privileges,
appurtenances, improvements, and fixtures.  The premises
include, among other things, installed racking equipment.
Sherman Warehouse estimates the fair market value of the
equipment at approximately $200,000.

Part of the Premises were leased, at the Dreyfus' request, to
Sysco Food Services of Jackson, a division of Sysco Corporation,
for one month, beginning January 7, 2002 and ending on February
7, 2002. The lease automatically renewed upon the same terms and
conditions for successive one (1) month terms until either party
decides to notify the other in writing of its intention to
terminate the lease.  The notice shall be effective 15 days
after the mailing date of or on a later date specified. Sysco
pays Sherman $3,000 monthly rent on or before the 15th business
day after the commencement of the lease term and each additional
term, as may be applicable. Sysco may assign or sublease the
Sherman's consent, but Sherman may assign the Lease without
Sysco's consent. Sherman has not entered into any agreements to
terminate the lease before selling the Premises.

The Premises have been idle for distribution purposes since
2000. Since that time, Sherman Warehouse has actively marketed
the Premises through its asset management consultant, Corporate
Asset Advisors, and Sherman Warehouse's network of potential
purchasers.  A real estate broker or agent was not engaged.
Sherman Warehouse received several inquiries regarding the
Premises and negotiated possible sales with several potential
purchasers, receiving two contingent offers in 2001. However,
Sherman Warehouse did not receive any non-contingent written
offers to purchase the Premises until it received Dreyfus'
offer.

Fruit of the Loom will sell Sherman for an aggregate purchase
price of $3,500,000. Dreyfus paid $100,000 of the purchase price
to Sherman Warehouse at the time the agreement was executed. At
the closing of the sale, Dreyfus is obligated to pay the balance
of the purchase price, subject to adjustment based on the
apportionment of certain charges and taxes.

It is Sherman Warehouse's business judgment that the sale of the
Premises is in the best interests of creditors and the estates.
For these reasons, Sherman Warehouse submits that consummating
the transactions contemplated by the Agreement represents a
sound and reasonable exercise of its business judgment. Sherman
Warehouse therefore submits that the Court should approve the
sale of the Premises in accordance with the Agreement.

Judge Walsh agrees and, since no higher and better offers were
received, allows the sale to close with Louis Dreyfus
Corporation for the disclosed amount. (Fruit of the Loom
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


GALEY & LORD: Seeks Court Nod to Tap Garden City as Claims Agent
----------------------------------------------------------------
Galey & Lord, Inc. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of New York
to retain and employ The Garden City Group, Inc., as their
claims agent.

The Debtors point out that they have approximately 25,800
potential creditors.  The Debtors contend that the Office of the
Clerk of the Bankruptcy Court is not equipped to process all of
the proofs of claim filed by a creditor of this size.  The
Debtors believe that the most effective and efficient manner by
which to process such proofs of claim and perform related
administrative tasks is to engage an independent third party to
act as an agent of the Court.

The Debtors anticipate that as claims agent, Garden City will:

     a) if requested, handle the docketing of claims filed with
        the Court and/or coordinate the receipt of filed claims;

     b) prepare a register of claims;

     c) provide assistance, as requested, to compare the
        schedules of liabilities and the claims register and      
        reconcile discrepancies;

     d) prepare periodic updates of the register of claims to
        reflect claim amendments, stipulations, and rulings;

     e) prepare any exhibits to objections to claims, as
        requested;

     f) testify at hearings on claims objections regarding
        administrative matters, as required; and

     g) respond to creditors' non-legal questions about their
        claims or the claims process.

Garden City is aware that the Debtors have already retained the
Altman Group as their noticing and balloting agent. The Debtors
assure the Court that Garden City will work efficiently and
effectively with Altman to avoid task duplication.

As set forth in the Agreement, the Consulting and General
Project Management fees to be charged by GCG are:

     Project Supervisor               $95 per hour
     Senior Project Manager           $125 per hour
     Senior VP Systems and
       Managing Director              $250 per hour

G&L, a leading global manufacturer of textiles for sportswear,
including cotton casuals, denim, and corduroy, and is a major
international manufacturer of workwear fabrics, filed for
chapter 11 protection on February 19, 2002 together with its
affiliates. When the Company filed for protection from its
creditors, it listed $694,362,000 in total assets and
$715,093,000 in total debts.

DebtTraders reports that Galey & Lord Inc.'s 9.125% bonds due
2008 (GNL1) are quoted at a price of 13.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GNL1for  
real-time bond pricing.


GLOBAL CROSSING: Court Okays Debevoise as Litigation Counsel
------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates obtained Court
authority and approval to employ and retain the law firm of
Debevoise & Plimpton their as special litigation counsel, to
advise them and certain of their directors and officers with
regard to certain litigation and regulatory matters, pursuant to
sections 327(e) and 328(a) of the Bankruptcy Code, nunc pro tunc
to February 12, 2002.  

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

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

B. any criminal investigations,

C. any securities class actions or shareholder derivative
   actions,

D. any ERISA litigation, and

E. other specific matters as they arise.

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

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

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

     Ralph C. Ferrara          $732.00 per hour
     Steven R. Gross           $732.00 per hour
     John B. Missing           $726.00 per hour
     Bruce E. Yannett          $715.00 per hour
     Colby A. Smith            $688.00 per hour
     Mark Goodman              $660.00 per hour
     Jonathan E. Richman       $550.00 per hour
     Robert D. Goodman         $550.00 per hour
     Jeffrey S. Jacobson       $468.00 per hour
(Global Crossing Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HAYES LEMMERZ: Court Extends Plan Filing Exclusivity to Sept. 3
---------------------------------------------------------------
Reigning-in Hayes Lemmerz International, Inc. and its debtor-
affiliates' request, Judge Walrath grants Hayes Lemmerz an
extension of its exclusive period within which to propose and
file a plan or reorganization to September 3, 2002 and an
extension of the exclusive period within which to solicit
acceptances of that plan to November 2, 2002. (Hayes Lemmerz
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ICG COMMS: Expects to File Form 10-K with SEC by April 15, 2002
---------------------------------------------------------------
On December 19, 2001, ICG Communications, Inc. and its debtor
subsidiaries filed a proposed Plan of Reorganization and a
Disclosure Statement in the Bankruptcy Court. The Company
subsequently filed a First Amended Disclosure Statement on
March 1, 2002 and a Second Amended Disclosure Statement on
March 26, 2002.

Over the course of the last year, management for the Company, as
well as the Company's outside  financial advisors and attorneys,
have been working on restructuring the Company's balance sheet  
and emerging from bankruptcy. Management and its advisors have
also been pursuing new, post-bankruptcy financing.  The Company
has recently received non-binding term sheets for new financing  
which, if consummated, will position the Company to emerge from
bankruptcy with a competitive capital structure.  (The exit
financing, however, is subject to a number of closing conditions
and there is no guarantee that the Company will be able to meet
these conditions.)

Because management has been focused on securing the Company's
exit from bankruptcy and obtaining new  financing, until
recently it has not been able to devote appropriate resources to
preparing its Form 10K without incurring unreasonable effort and
expense.  Now that the disclosure statement has been filed with
the Bankruptcy Court and the Company has received proposals with
respect to new financing, management has focused its efforts on
completing the Form 10K.  Management believes that it will be
able to finish the 10K within the time permitted by Rule 12b-25
and the Company will file its 10K on or before April 15, 2002.

DebtTraders reports that ICG Services Inc.'s 13.50% bonds due
2005 (ICG5) (with ICG Communications as underlying issuer) are
quoted at a price of 6. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=ICG5


IT GROUP: US Trustee Balks At UBS and Lehman's Engagement Fees
--------------------------------------------------------------
Acting U.S. Trustee Donald F. Walton wants the Court to deny The
IT Group, Inc., and its debtor-affiliates' application to employ
Lehman Brothers and UBS Warburg, LLC as Financial Advisors.

Mark S. Kenney, Esq., trial attorney for the U.S. Trustee,
argues that while the potential for payment under a tail
provision is not out of the question, payment of the agreed Sale
and Restructuring Transaction Fees should not be made if a post-
termination transaction is caused or procured by a professional
other than the Advisors -- especially if the other professional
is or may be entitled to compensation in connection with the
transaction.  The Debtors' estate should not be exposed to the
risk of having to pay multiple transaction fees for the same
transaction.

In addition, Mr. Kenney believes that the Advisors' requests for
indemnification appear inconsistent with each Advisor's
obligation to be and to remain disinterested and to hold no
interests adverse to those of the estate. Even the threat of a
claim against the Advisor for which the Advisor might seek
indemnity pits the interests of the Advisor against the
interests of the estate. Mr. Kenney contends that even if the
concept of indemnification were not repugnant to the Court, the
applications and annexed engagement letters as presently
structured do not provide for review by the Court of any request
for indemnification or the circumstances surrounding any such
request. Any indemnification, if permitted at all, should be
permitted only after application to the Court therefore, with
notice to all parties in interest, and opportunity for the Court
and parties interest to examine the specific circumstances
giving rise to the request for indemnification. Furthermore, the
engagement letters purport to authorize the Advisors to, among
other things, trade in the securities of the Debtors for the
Advisors' own accounts, which is inconsistent with the
requirement that the Advisors hold or represent no interest
adverse to the estate and that they be and remain disinterested
persons.

                      Committee Objects

Anthony M. Saccullo, Esq., at The Bayard Firm, P.A., in
Wilmington, Delaware, advises the Court that the Committee
has four principal objections to the Debtors' Application:

A. it is clear from the sale Motion that the Debtors are
     pursuing a sale of substantially all of their assets to
     Shaw , yet the Debtors seek to retain UBS and Lehman to
     provide them "restructuring" advice

B. The Debtors seek to retain not one, but three financial
     advisors in these cases, which is a waste of the estate's
     resources, without offering justification of requiring the
     services of yet another sets of professionals;

C. the proposed terms of the firms retention directly violate
     section 504 of the Bankruptcy Code, which prohibits fee
     sharing by professional persons; and

D. the proposed contingent fees, in addition to the $125,000
     monthly fee, are exorbitant.

In addition, Mr. Saccullo charges that Lehman is not
disinterested and therefore cannot give unbiased opinions
because:

A. Shaw is a significant client of Lehman;

B. Lehman has recently represented Shaw in connection with a
       similar transaction with one of the Debtors' competitors;

C. Lehman is presently providing services to an un-named
       competitor of the Debtors in similar transaction; and,

D. Lehman and its professionals previously advised the Debtors
       in connection with a potential fraudulent conveyance.

Mr. Saccullo also points-out that, ironically, if the
application is approved, UBS and Lehman may be entitled to a fee
up to 5% of the DIP financing already approved by Shaw in these
cases. (IT Group Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


INTERSTATE BAKERIES: Ray Sandy Sutton Retires as Vice President
---------------------------------------------------------------
Ray Sandy Sutton, vice president, corporate secretary and
general counsel of Interstate Bakeries Corporation, will retire
from IBC effective June 2, 2002, Company Chairman and CEO
Charles A Sullivan announced.

Mr. Sutton's career with IBC has spanned more than three
decades. During his watch as a corporate officer, IBC emerged
from its position as a modest regional player in the U.S. baking
industry to that of the nation's largest wholesale baker and
distributor of fresh bread and snack cakes with annual sales
greater than $3.5 billion.

"It has been the good fortune of all of us at IBC to have worked
alongside Sandy," Mr. Sullivan said. "His insight and business
acumen have been immensely important to our development as a
major food company. His counsel will be missed."

Mr. Sutton joined Interstate Brands Corporation, a New York
Stock Exchange company, as Assistant Legal Director in 1971 and
became its Legal Director in 1976. He became Vice President and
General Counsel the following year. In 1985, the IBC Board of
Directors elected him to the additional post of Corporate
Secretary.

During his long career, Mr. Sutton witnessed some dramatic
changes at IBC, including its shift from a stand-alone company
to ownership by a variety of corporate owners, and then again to
that of a stand-alone, independent baking company. In 1991, the
Company again became publicly held with the common stock trading
on the New York Stock Exchange. Then in 1995, IBC purchased
Continental Baking Company, which more than doubled the
Company's size and provided IBC the well-known Wonder, Home
Pride and Hostess brands.

"The thing that most surprised and delighted me about our
company in recent years is how we have relentlessly made strides
toward becoming a national, branded food company, fully
adaptable to meet every competitive challenge," Mr. Sutton said.
"I don't believe I could have predicted that in 1971. It has
been quite a ride."

A native of Springfield, Missouri, Mr. Sutton attended Southwest
Missouri State University and received a Bachelor of Arts degree
in 1959. He attended the University of Missouri Law School at
Columbia from 1959-60, before serving on active duty with the
U.S. Army until 1962. In 1966, he graduated with a Doctor of
Jurisprudence degree from the Washburn University School of Law
in Topeka, Kan., and was admitted to both the Kansas and
Missouri bar the same year. He retired as a Colonel in the U.S.
Army Reserve.

Prior to joining IBC, Mr. Sutton served with a number of Kansas
City-based law firms, including Ross, Wells, & Barnett; Brenner,
Lockwood & O'Neal and the J.F. Pritchard Company, an
engineering, design and construction firm.

His professional memberships include the Kansas City
Metropolitan Bar Association, American Bar Association, Missouri
Bar, the Lawyers Association of Kansas City, American Corporate
Counsel Association and the American Society of Corporate
Secretaries. He has held various positions within those
organizations.

                         *   *   *

As reported in yesterday's edition of Troubled Company Reporter,
Moody's Investors Service confirmed the senior secured and
senior implied ratings for Interstate Bakeries Corporation and
its guaranteed subsidiaries. Outlook remains negative.

Rating Confirmations:

   Interstate Bakeries Corporation:

        * Senior implied rating -                Ba1

        * Senior unsecured issuer rating -       Ba2

        * Preferred Shelf at -                   (P)B1


   Interstate Brands Corporation and Interstate Brands West
      Corporation as Co-borrowers:

        * $300 million senior secured revolving
                credit facility -                    Ba1

        * $375 million senior secured
                Term Loan A facility -               Ba1

        * $125 million senior secured
                Term Loan B facility -               Ba1

   Interstate Bakeries Corporation, Interstate Brands
      Corporation, Interstate Brands West Corporation as joint
      and several obligors:

        * Senior unsecured shelf -                (P)Ba2

        * Subordinated shelf -                    (P)Ba3


KAISER ALUMINUM: Seeks Open-Ended Lease Decision Time Extension
---------------------------------------------------------------
Kaiser Aluminum Corporation, and its debtor-affiliates ask the
Court to extend the deadline by which they must decide to
assume, assume and assign, or reject 16 nonresidential real
property leases.  The Debtors ask that the deadline be extended
through confirmation of a plan of reorganization.  The Leases
relate to operating facilities, administrative office space and
distribution and warehousing facilities under which the Debtors
are lessees or sublessees.

According to Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger in Wilmington, Delaware, the Debtors currently are
formulating their business plan, and, in connection with that
process, have undertaken an active review of the Leases. The
Debtors have not completed this review, however, and seek more
time to evaluate how each of the Leases will factor into the
implementation of the business plan once it has been completed.

Without an extension of the 60-day period specified in Section
365(d)(4), the Debtors are at risk of prematurely and
improvidently assuming Leases that the Debtors may later
discover are burdensome. This might create administrative
claims. Alternatively, the Debtors could be forced to
prematurely reject Leases that they later discover are critical
to their reorganization efforts.

If the relief requested is granted, Mr. DeFranceschi assures the
Court that the Debtors will continue as expeditiously as
practicable to complete all evaluations and determinations
necessary to assume, assume and assign or reject the leases.
Pending the Debtors election to assume, assume and assign or
reject the lease, they will continue to perform all of their
obligations under each of the leases from and after the petition
date in a timely fashion.  This will include payment of post-
petition rent.  The requested extension of time does not
prejudice the Lessors under the leases

In addition, the Debtors request that any order granting the
relief requested in this motion be entered without prejudice to
the right of any lessor that desires an order requiring the
Debtors to elect to assume, assume and assign, or reject a
particular lease prior to the petition date. (Kaiser Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-
0900)   


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

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

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

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

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

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

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

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

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

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

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

The firm will bill at its customary hourly rates:

         Partner                     $325 - 525
         Associate                    175 - 290
         Paralegal Legal Assistant    105 - 130
(Kmart Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


KMART CORP: Unveils Second Phase of Multicultural TV Advertising
----------------------------------------------------------------
Kmart Corporation (NYSE: KM) unveiled the second stage of its
new multicultural marketing campaign on Sunday, April 7 with
television advertising on network, cable and local outlets
nationwide.  The spots, which target African-American and
Hispanic shoppers, included original music by Grammy-award
winners Chaka Khan, BeBe Winans and Jose Feliciano.

The launch of the television commercials follows the first phase
of Kmart's multicultural marketing campaign, which consists of
African-American radio advertising unveiled on March 25.  
Created by Kmart's multicultural advertising agency of record,
Don Coleman Advertising, the new commercials were developed
using the same strategy as Kmart's recently launched corporate
brand positioning campaign, which focuses on establishing Kmart
as "The Store That Understands What Really Matters in Life."

The 30- and 15-second commercials target African-American and
Hispanic shoppers, which make up 32 percent of the nearly 30
million people who shop at Kmart each week.  Utilizing the same
tagline as the general market campaign, "Kmart. The Stuff of
Life" or "Kmart. Las Cosas para La Vida," the commercials will
portray real people dramatizing their wisdom on, insights into,
and cherished moments in the everyday family life of the
African-American and Hispanic consumer.

"Kmart has a unique competitive advantage among retailers based
on the large number of multicultural customers who shop our
stores every week," said Steven Feuling, SVP of marketing,
Kmart.  "We have done the research and due diligence to
understand this audience and have developed a marketing campaign
that will build an emotional bond with these incredibly loyal
consumers."

Kmart's new commercials will be seen on broadcast and cable
outlets nationwide which directly reach an African-American and
Hispanic audience. The African-American spots, which feature
original music by award-winners Chaka Khan and BeBe Winans, will
run on such networks as BET, WB, UPN, NBC, CBS and ABC.  The
Spanish-language Hispanic ads will be seen on outlets such as
Univision, Telemundo and TeleFutura will include music from
acclaimed Latin artist Jose Feliciano.

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


KMART: Court Requires Penske to Continue Operations at Stores
-------------------------------------------------------------
Kmart Corporation (NYSE: KM) said that the United States
Bankruptcy Court for the Northern District of Illinois has
issued a temporary restraining order against Penske Auto
Centers, Inc., and Penske Auto Centers, LLC requiring them to
continue operating auto service centers at more than 550 Kmart
stores across the United States.

The order, signed Saturday by Chief Judge Susan Pierson
Sonderby, enjoins Penske from taking any action to close or
liquidate the Penske Auto Centers owned and operated by Penske
Auto Centers, LLC, including any action to refrain from opening
or continuing to operate the auto centers for business as usual.
Penske informed Kmart on April 5, 2002, that it intended to
immediately shut down the operations of the auto centers as of
the start of business on Saturday, April 6, 2002.

Kmart had been in discussions with Penske for several weeks
regarding a mutually acceptable plan for the future of the auto
centers that would protect the interests of the centers'
customers. Kmart regrets the precipitous action taken earlier
today by Penske and is pleased that the court has issued a
temporary restraining order to keep the centers open.

Kmart noted that all of its stores across the nation, including
those with auto centers, are open and conducting business as
usual today. As today's action by Penske may have caused
disruptions at some auto service centers, customers should
contact their local Kmart store for more information.

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

DebtTraders reports that KMart Corp.'s 9.875% bonds due 2008
(KMART18) (an issue in default) are quoted at a price of 49.5.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=KMART18
for real-time bond pricing.


LAND O'LAKES: Expects to Post a Net Loss for First Quarter 2002
---------------------------------------------------------------
Land O'Lakes expects to report a net loss for the first quarter
ending March 31, 2002 compared with net earnings of $15.2
million for the first quarter ended March 31, 2001. First
quarter comparisons will be impacted primarily by reduced
earnings in its dairy foods segment, as well as in its animal
feed and crop seed segments. Results in its dairy foods segment
will be affected mainly by softness in demand for its consumer
dairy products, increases in investment spending on brand and
lower returns for cheese products produced in the Upper Midwest
due to competitive pricing pressures on milk inputs. In its
animal feed segment, results will be affected largely by one-
time integration and restructuring costs associated with the
Purina Mills acquisition, as well as by the effects of reduced
sales volume due to warmer weather conditions. Crop seed segment
results will be impacted by the effects of lower volume as
favorable weather conditions and marketing programs in late 2001
contributed to an appreciable amount of seed product sales in
the fourth quarter of 2001 that typically would have occurred in
the first quarter of 2002. The Company also expects that its
results from investments in joint ventures will be lower than a
year ago. The major portion of the variance is expected to be
reflected in its agronomy segment and attributable to weakness
in crop nutrient margins due to soft demand and oversupply in
the U.S. market.

                   Year Ended December 31, 2001

Net sales in 2001 increased $204.6 million, or 3.5%, to $5,973.4
million, compared to net sales of $5,768.8 million in 2000.
Excluding the effects of the contribution of certain of its
agronomy assets to the Agriliance joint venture on July 28,
2000, the formation of the Advanced Food Products joint venture
in March 2001 and the divestiture of its fluid dairy assets in
July 2000, net sales in 2001 increased $1,296.7 million, or
27.8%, from $4,663.0 million in 2000 to $5,959.8 million in
2001. The increase was primarily attributed to the full-year
effect of the Land O'Lakes Farmland Feed joint venture, which
began operations in October 2000, increased average commodity
dairy prices and the acquisition of Purina Mills in October
2001.

Net sales in dairy foods in 2001 increased $378.2 million, or
11.8%, to $3,572.4 million, compared to net sales of $3,194.2
million in 2000. Excluding the effect of the fluid dairy
divestiture and the Advanced Food Products joint venture, net
sales increased $613.3 million, or 20.8%, from $2,945.4 million
to $3,558.7 million. Average butter and cheese prices increased
$0.49 per pound and $0.29 per pound, respectively, a significant
increase compared to depressed prices which existed throughout
2000. The increase was driven by decreased milk supply as a
result of the shrinking United States cow herds due to depressed
prices in prior years. In general, Land O'Lakes is able to pass
through these higher prices. Consequently, favorable pricing
increased net sales by $147.3 million for butter and $67.3
million for cheese. However, higher sales prices resulted in
declines in dairy volumes as consumers shifted to substitute
products or reduced consumption. Cheese volumes decreased 12.1
million pounds, representing a decrease in net sales of $22.0
million from the same period last year. Butter volumes were down
5.3 million pounds, representing a decrease in net sales of $8.8
million. In addition, the Gustine, CA cheese facility, acquired
in July 2000, contributed $76.9 million in incremental sales to
Company dairy operations, and the Melrose, MN cheese joint
venture in March 2001 resulted in $69.2 million of incremental
sales. Sales of bulk cheese to co-packers and other
manufacturers added $78.8 million in incremental sales. A
combination of pricing and volume changes in other product
categories accounted for the remaining increase of $120.0
million. Finally, sales in 2001 under its wholesale milk
marketing program increased $84.6 million, or 11.8%, to $801.4
million, compared to $716.8 million in 2000. This increase was
due to increases in the sale of milk to Dean Foods under an
agreement established in July 2000 subsequent to Dean Foods'
purchase of its fluid dairy assets.

Net sales of animal feed in 2001 increased $681.8 million, or
57.7%, to $1,864.0 million, compared to net sales of $1,182.2
million in 2000. Most of the increase was a result of the full-
year impact of the addition of Farmland Industries' feed assets
to form the Land O'Lakes Farmland Feed joint venture, which
accounted for $453.0 million of the growth in net sales from the
prior period. The growth in sales in ingredient merchandising of
$207.0 million, or 65.3%, from $316.8 million in 2000 to $523.8
million in 2001 was also driven by the consolidation of Farmland
Industries' ingredient merchandising results (and is included in
the $453.0 million increase in net sales). The Purina Mills
acquisition in October 2001 contributed $195.4 million in
incremental feed sales. Additionally, in July 2000, the Company
increased its ownership from 50% to 100% in Nutra-Blend, L.L.C.
(a Midwestern premix production company); and as a result,
consolidated their financial results into its own. Prior to July
1, 2000, the Company recorded its share of income from Nutra-
Blend as equity income. This change in ownership and the
subsequent consolidation of results added $37.9 million of net
sales. Sales reductions with some of its large poultry
integrator customers amounted to $6.1 million and offset some of
the above increases.

Net sales of crop seed in 2001 increased $48.1 million, or
13.2%, to $413.6 million, compared to net sales of $365.5
million in 2000. Strong volume growth resulted in increased
sales of soybeans of $40.3 million, or 35.3%, increased sales of
corn of $9.7 million, or 10.5%, and increased sales of alfalfa
of $7.6 million, or 24.0%. Other seed categories grew by $16.4
million, or 29.5%. Land O'Lakes shipped $42.0 million in sales
in the fourth quarter of 2001 that historically would have
occurred in the first quarter of 2002. These $42.0 million
shipments reflected 87.3% of total sales growth and included
$28.5 million for soybeans and $11.0 million for corn. An early
fall harvest and mild winter allowed the Company to ship product
early in the season, and third-party suppliers also provided
incentives to customers to take seed product early. In addition,
prior-year seed acquisitions, which were integrated into its
existing seed business, contributed incremental volume growth.
Some offsetting volume decline occurred in other seed
categories, primarily cotton, resulting in a decline in sales of
$26.0 million. The decline in cotton sales reflects the decision
to direct bill from its vendor to its major cotton customer in
2001; consequently, the Company recorded only a sales support
fee on such shipments as an offset to its selling expense.

Swine net sales in 2001 increased $7.9 million, or 7.8%, to
$109.9 million, compared to $102.0 million in 2000. The increase
was due mainly to higher unit sales and improvements in market
prices for hogs. While the number of market hogs sold increased
by 36,537 with a corresponding sales increase of $4.2 million,
the total number of feeder pigs sold decreased by 3,601 with a
corresponding sales decrease of $0.2 million, resulting in a net
increase in sales of $4.0 million. Strong consumer demand
coupled with reduced hog production in the United States as a
result of depressed hog prices in prior years increased the
average market price in 2001 to about $46.52 per
hundredweight versus an average market price of approximately
$45.35 in 2000. The increase in average market hog prices of
$1.17 per hundredweight increased sales by $2.1 million. The
average price per feeder pig increased $0.41 from $47.63 in 2000
to $48.04 in 2001, which increased sales by $1.8 million. This
increase was due primarily to the fact that Land O'Lakes added
more swine aligned contracts with a higher base price. In
addition, it was reimbursed for higher feed costs in 2001, which
also contributed to the increase in its average feeder pig sales
price that year. The Company signed a packer agreement with a
major United States pork processor effective September 25, 2000,
which ties the price it receives for market hogs to the price
that the packer receives for pork products.  In 2001, this
agreement reduced Company sales by $0.7 million, since the
agreement limits its upside as well as downside potential from
market price swings.

No agronomy segment sales were reported by Land O'Lakes for
2001, due to the contribution of its agronomy business to the
Agriliance joint venture in 2000. Net sales for the period of
January through July of 2000 were $857.0 million.

Net earnings decreased $31.4 million to $71.5 million in 2001,
compared to $102.9 million in 2000.

                           Liquidity

The Company's principal liquidity requirements are to service
debt and meet working capital and capital expenditure needs.
Following the Purina Mills acquisition, the Company has
significantly increased its leverage. As of December 31, 2001 it
had $1,147.5 million outstanding in long-term debt, including
$190.7 million of Capital Securities, and $53.5 million
outstanding in short-term debt. In addition, as of December 31,
2001, $228.3 million was available under a $250 million
revolving credit facility for working capital and general
corporate purposes, after giving effect to $21.7 million of
outstanding letters of credit, which reduce availability. Total
equity as of December 31, 2001 was $836.5 million. On a pro
forma basis, for 2001, Company interest expense would have been
$73.3 million, including dividends on Capital Securities.

The principal term loans consist of a $325.0 million syndicated
Term Loan A Facility with a final maturity of five years and a
$250.0 million syndicated Term Loan B Facility with a final
maturity of seven years. Each of these facilities was fully
drawn at closing of the Purina Mills acquisition on October 11,
2001. The $250.0 million revolving credit facility terminates on
June 28, 2004.

Borrowings under the term loans and the revolving credit
facility bear interest at variable rates (either LIBOR or an
Alternative Base Rate) plus applicable margins. The margins are
dependent upon Land O'Lakes credit ratings.

The Term Loan A Facility is prepayable at any time without
penalty. The Term Loan B Facility is prepayable with a penalty
of 3% during the first year, 2% during the second year, 1%
during the third year, and no penalty thereafter. The term loans
will be subject to mandatory prepayments, subject to certain
limited exceptions, in an amount equal to (1) 50% of excess cash
flow of Land O'Lakes and the subsidiaries restricted pursuant to
the credit agreement, (2) 100% of the net cash proceeds of asset
sales and dispositions of property of Land O'Lakes and the
restricted subsidiaries, if not reinvested, (3) 100% of any
casualty or condemnation receipts by Land O'Lakes and the
restricted subsidiaries, if not used to repair or replace
assets, (4) 100% of joint venture dividends or distributions
received by Land O'Lakes or the restricted subsidiaries, to the
extent that they relate to the sale of property, casualty or
condemnation receipts, or the issuance of any equity interest in
the joint venture, (5) 100% of net cash proceeds from the sale
of inventory or accounts receivable in a securitization
transaction to the extent cumulative proceeds from such
transactions exceed $100.0 million and (6) 100% of net cash
proceeds from the issuance of unsecured senior or subordinated
indebtedness issued by Land O'Lakes. In February 2002, Land
O'Lakes made a $33.8 million prepayment on Term Loan A Facility
and a $16.2 million prepayment on Term Loan B Facility, of which
75% was mandatory and 25% was optional.

The amortization schedules for the Term Loan A and Term Loan B
Facilities are provided below. (Schedules reflect the impact of
the February 2002 prepayment.)

                              TERM LOAN A     TERM LOAN B
                              -----------     -----------
                                        
2002 (paid 2/22/02)...        $33,782,609     $ 16,217,391
2003..................         54,337,200        2,116,744
2004..................         71,064,057        2,822,325
2005..................         94,752,077        2,822,325
2006..................         71,064,057        2,822,325
2007..................                 --        2,822,325
2008..................                 --      220,376,564
                              -----------     ------------
     Total............        $325,000,000    $250,000,000
                              ============    ============

In November 2001, the Company issued $350 million of senior
notes. These notes bear interest at a fixed rate of 8-3/4% and
mature on November 15, 2011. The notes are callable beginning in
year six at a redemption price of 104.375%. In years seven and
eight, the redemption price is 102.917% and 101.458%,
respectively. The notes are callable at par beginning in year
nine.

In 1998, Capital Securities in an amount of $200 million were
issued by a trust subsidiary of the Company's, and the net
proceeds were used to acquire a Land O'Lakes junior subordinated
note. The holders of these securities are entitled to receive
dividends at an annual rate of 7.45% until the securities mature
in 2028 and correspond to the payment terms of the junior
subordinated debentures which are the sole asset of the trust
subsidiary. Interest payments on the debentures can be deferred
for up to five years, and the obligations under the debentures
are junior to all of Company debt. As of December 31, 2001, the
outstanding balance of Capital Securities was $190.7 million.

The credit agreements relating to the term loans and revolving
credit facility and the indenture relating to the 8 3/4% senior
notes impose certain restrictions on Land O'Lakes, including
restrictions on its ability to incur indebtedness, make payments
to members, make investments, grant liens, sell its assets and
engage in certain other activities. In addition, the credit
agreements relating to the term loans and revolving credit
facility require it to maintain certain financial ratios.
Indebtedness under the term loans and revolving credit facility
is secured by substantially all of the material assets of Land
O'Lakes, Inc. and its wholly-owned domestic subsidiaries (other
than LOL Finance Co. and LOLFC, LLC) and Land O'Lakes Farmland
Feed and its wholly-owned domestic subsidiaries (other than LOL
Farmland Feed SPV, LLC), including real and personal property,
inventory, accounts receivable, intellectual property and other
intangibles, other than those receivables which have been sold
in connection with its receivables securitization. Indebtedness
under the term loans and revolving credit facility is also
guaranteed by its wholly-owned domestic subsidiaries (other than
LOL Finance Co. and LOLFC, LLC) and Land O'Lakes Farmland Feed
and its wholly-owned domestic subsidiaries (other than LOL
Farmland Feed SPV, LLC). The 8-3/4% senior notes are unsecured
but are guaranteed by the same entities which guaranty the
obligations under the term loans and revolving credit facility.

Land O'Lakes, Inc. was formed as a Minnesota dairy cooperative
corporation in 1921 and entered the animal feed business in
1928. Since its formation, it has expanded its business through
acquisitions and joint ventures. In 1997, it merged with
Atlantic Dairy Cooperative, a Pennsylvania-based cooperative,
providing it with increased butter production and access to raw
milk near the Company's largest butter markets. In 1998, it
merged with Dairyman's Cooperative Creamery Association of
Tulare, California, which increased its access to milk
production in the western United States. Also in 1998, it
acquired many of the agricultural service assets of Countrymark
Cooperative, expanding its presence to the eastern Corn Belt in
feed, seed and agronomy. In 2000, Land O'Lakes formed
Agriliance, a joint venture for the distribution of crop
nutrient and crop protection products. It has also rationalized
its business lines in order to concentrate on its core
businesses. In 2000, for example, Land O'Lakes sold its fluid
dairy business to Dean Foods, and in 2001, it contributed its
aseptic dairy products business to its Advanced Food Products
joint venture. In October, 2000, the Company formed Land O'Lakes
Farmland Feed, an animal feed joint venture with Farmland
Industries. Land O'Lakes and Farmland Industries each
contributed substantially all of the assets of each of their
North American animal feed businesses to form the joint venture.
On October 11, 2001, Land O'Lakes acquired Purina Mills and
subsequently contributed Purina Mills to Land O'Lakes Farmland
Feed.

The company is a leading producer of dairy products, animal feed
and crop seed in the United States. It markes its dairy products
under the LAND O LAKES, Alpine Lace, Lake to Lake and New Yorker
brands and the Indian Maiden logo. It markets its animal feed,
other than dog and cat food, under the Purina and Chow brands
and the "Checkerboard" Nine-Square Logo. It also markets its
animal feed products under the Land O'Lakes Farmland Feed label.
Its crop seed products are sold under the CROPLAN GENETICS
brand. In addition to these three segments, it also has swine
and agronomy segments and various unconsolidated joint ventures
and investments.

                         *   *   *

As reported in the November 6, 2001 edition of Troubled Company
Reporter, Standard & Poor's assigned its double-'B' rating to
Land O'Lakes Inc.'s $300 million senior notes due 2011.

At the same time, Standard & Poor's affirmed its double-'B'-plus
corporate credit rating and its triple-'B'-minus senior secured
debt rating on Land O'Lakes as well as its single-'B'-plus
preferred stock rating on Land O'Lakes Capital Trust I
(guaranteed by Land O'Lakes Inc.).

The outlook is stable.

The senior unsecured notes are rated one notch below the
corporate credit rating reflecting the substantial amount of
senior secured debt outstanding. Upon the closing of the $300
million senior unsecured notes transaction, Standard & Poor's
will affirm and remove the senior secured debt rating from
CreditWatch where it was placed on Oct. 3, 2001. If this
transaction is not completed or the proceeds are less than $300
million, Standard & Poor's will lower the senior secured debt
rating to double-'B'-plus and reevaluate the outlook.

The ratings on Land O'Lakes reflect the firm's diverse product
line, geographic coverage and strong consumer brand franchise.
These factors are offset by an aggressive financial profile,
modest discretionary cash flow, and a sizable debt amortization
schedule.


LANDSTAR INCORPORATED: Can't Beat Form 10-K Filing Deadline
-----------------------------------------------------------
The Form 10-KSB for LandStar, Inc. has been accumulated and has
been sent to the Company's external auditors for their review.
The auditors do not feel that they have been given adequate time
to review the entire package. An acquisition has occurred
subsequent to the period being reported and a new credit
facility has been closed on. The auditors and the Company's
senior management and directors need additional time to review
the transactions to ensure they are properly disclosed in the
document.  For these reason LandStar's current financial
information will not be timely filed with the SEC.

The results of operations for the year ended December 31, 2001
will differ significantly from those  of the prior year. In
prior years, the Company was classified as a development stage
entity. Therefore, it had zero revenue, four employees and all
costs were research and development or general and
administrative. On January 8, 2001, the Company started managing
a company and has purchased that entity subsequent to the year
reported in the current report. The Company will report
management fee income of $1,320,000 for the current year and in
prior years had zero income. Total expenses for this year will
approximate $5,421,000 whereas in the prior year total expenses
were $2,434,396. The Company brought on additional personnel to
manage the company they have since acquired and had several
other expenses that need adequate explanation. The Company's
loss for the  year will approximate $4,031,000, whereas last
year's loss was $2,434,396.

At September 30, 2001, the company had a working capital deficit
of close to $18 million.


LERNOUT & HAUSPIE: Dictaphone's Final Supplement to Reorg. Plan
---------------------------------------------------------------
Dictaphone Corporation's Final Supplement to its Court-confirmed
Plan of Reorganization includes such items as the
Rejection/Assignment Schedule, the Amended and Restated Bylaws
and Articles, the Loan and Security Agreement between Dictaphone
and GMAC Business Credit LLC acting as Agent, and others. Most
of these documents are unchanged from prior reporting.  However,
additional details are provided for:

                     The "Tag-along" Agreement

On October 24, 2001, the Belgian Court (i) denied the New
Concordat Proceeding; (ii) declared L&H NV bankrupt and (iii)
appointed five curators -- Jean-Marc Vanstaen, Stefaan De Rouck,
Johan Houtman, Marnix Muylle and Frank Seys -- to oversee the
liquidating Belgian bankruptcy case of L&H NV. On October 29,
2001, the Curators sought and obtained from the judge-
commissaires appointed in the L&H NV Belgian Bankruptcy Case
approval to continue the Chapter 11 Case (including the Plan
confirmation process) subject to (i) obtaining a "tag-along"
right from certain of the Lenders, so that if the Lenders sell
the Dictaphone New Common Stock distributed to them under the
Plan, L&H NV (as holder of Allowed Class 8 Loan Agreement
Claims) would be entitled to sell the Dictaphone New Common
Stock distributed to it at the same time, on the same terms and
conditions, and in the same proportion as the Dictaphone New
Common Stock being sold by certain of the Lenders (as holders of
Allowed Class 5 Lenders' Guaranty Claims)) and (ii) attempting
to obtain a larger distribution of Dictaphone New Common Stock
from the Lenders. Other than the Chapter 11 Case, Dictaphone is
not the subject of any other bankruptcy or insolvency case.

The Tag-Along Agreement is between KBC Bank NV, a Belgian bank
organized as a company limited by shares represented by Edwin
Huyghe, General Manager of the Special Credit Division; Fortis
Bank nv-sa, a Belgian bank organized as a company limited by
shares represented by Guido Veksman, Senior Credit Manager
Corporate Risks; Artesia Banking Corporation NA/SA, a bank
organized as a company limited by shares represented by Jan
Vandensteen as Senior Credit Manager Corporate Risks; and
Lernout & Hauspie Speech Products NV represented by Messrs.
Marnix Muylle, Johan Hautman, Frank Seys, Stefaan De Rouck and
Jean-Marc Vanstaan, trustees in bankruptcy.

The salient terms of the Tag-Along Agreement are:

       (1) The Bank Group will own, together with Deutsche Bank
and Dresdner Bank Luxembourg NV, 63% of the issued and
outstanding capital stock of L&H NV, and L&H NV will own 10% of
the issued and outstanding stock.  Upon conversion, the issued
and outstanding capital stock of L&H NV will be represented by
10 million shares, par value $0.01, and the Debtor's
shareholders structure will be:

                       KBC           25.86%
                       Fortis        21.97%
                       Artesia        7.33%
                       Other banks    7.84%
                       L&H           10.00%
                       Others        27.00%

       (2) Each of the parties is afforded the right of first
refusal in the event of a potential transfer of the Dictaphone
New Common Stock by another party to the agreement; and L&H NV
is afforded the "tagalong" right in the event these Lenders sell
their shares of Dictaphone New Common Stock.  In the event of
any proposed transfer, a transfer notice is to be given which
includes:

             (i) the number of shares the shareholder intends to
transfer to the prospective transferee;

             (ii) the complete identity of the proposed
transferee;

             (iii) the bona fide price per share offered by the
prospective transferee, or if all or a portion of the
consideration does not consist of cash, the counter-value, per
share, in cash of such consideration; and

             (iv) all other terms and conditions of the proposed
transfer, including the anticipating closing date for the
proposed transfer of the offered shares.

This transfer notice constitutes an irrevocable offer by the
shareholder/transferor to sell to any or all of the notified
shareholders all of the offered shares at the terms and
conditions set out in the transfer notice, including, "for the
avoidance of doubt", at the same price.

       (3) Any notified shareholder wishing to exercise its
right to purchase all of the offered shares must send, within 30
days of the postmark of the transfer notice, a written notice of
acceptance to the shareholder/transferor as well as all of the
other notified shareholders indicating the shareholder's intent
to purchase all of the offered shares at the price set out in
the transfer notice.  Any notified shareholder not wishing to
purchase must send, within the 30-day period for acceptance, a
written notice of refusal on the same terms as the acceptance.

       (4) The Shareholders undertake not to transfer any shares
unless such transfer is effected in compliance with the terms
and conditions of this Agreement.  Any transfer not in
compliance is void ab initio.

       (5) In the event that the shareholder/purchase defaults
on its payment obligation, the sale will not take place and, if
only one notified shareholder has exercised its right of first
refusal, the shareholder/transferor will be entitled to freely
transfer the defaulted shares to the prospective transferee in
accord with the terms and conditions of the transfer notice.  In
the event that more than one shareholder exercises its right of
first refusal and only one defaults, the remaining
shareholder/purchaser shall be obligated to purchase the
defaulted shares at the purchase price.

             Initial Members of Board of Directors

In accord with the Plan, these persons (named by their
respective nominees) will serve as the initial members of
Reorganized Dictaphone's Board of Directors:

A.  Lenders' Appointments

     The Lenders proposed each of:

                       Ferdinand Verdonck
                       Bob Mancuso
                       John Benton
                       Jozef Asselberghs

B. Noteholders' Committee's Appointments

    The Dictaphone Noteholders' Committee proposed:

                       Allen A. Brown

C.  Dictaphone's Appointments

     Dictaphone named:

                       Robert Schwager
                       Tim Ledwick

         Initial Members of Litigation Monitoring Committee

In accord with the Plan, these three persons (named by their
respective nominees) will serve as the initial members of the
Litigation Monitoring Committee:

A.  Lenders' Appointments

     The Lenders proposed each of:

                       A. Edwin Matthews
                       Michael Curren

B.  The Creditors' Committee Appointments

     The Dictaphone Creditors' Committee nominated:

                       Allan A. Brown

             Mutual Release among Dictaphone, Reorganized
          Dictaphone, Lernout & Hauspie Speech Products, and
                     L&H Holdings USA, Inc.

The Mutual Release Agreement is among (1) Dictaphone Corporation
and Reorganized Dictaphone, (ii) Lernout & Hauspie Speech
Products NV and its affiliates, but excluding L&H Holdings USA,
Inc. and any former officers or directors of L&H NV, and (iii)
L&H Holdings USA, Inc.

In May 2000, Dictaphone signed a loan agreement in the amount of
$173 million between Dictaphone, as borrower, and L&H
Coordination Center C.V.B.A. as lender, which was amended in
November 2000.  As a consequence of this loan agreement, claims
were asserted against Dictaphone which included the $173 million
in principal amount, $7.3 million in interest, and (iii) other
claims not formally documented, but treated as being included
under the loan agreement, including (a) a claim of $9.3 million
for expenses of  L&H NV incurred as a result of the acquisition
of  Dictaphone, (b) $3 million advanced by L&H NV to Dictaphone
before the Petition Date, and (c) $2.6 million for allocation by
L&H NV to Dictaphone of overhead charges.  In addition, Light
Acquisition Corporation asserted a claim against Dictaphone in
its capacity as a holder of approximately $16 million of 11%
Senior Subordinated Notes issued by Dictaphone under an
Indenture from August 1995, between  Dictaphone and State Street
Bank & Trust Company acting as successor indenture trustee.  The
Debtors also asserted claims against Dictaphone arising from
Dictaphone's use of the Powerscribe technology postpetition, and
Holdings and Dictaphone asserted claims against one another
relating to transactions between and among the Dictaphone
parties and Holdings (other than outstanding claims for refunds
with respect to Blue Cross/Blue Shield, property insurance, and
casualty  insurance payments) in the period between the Petition
Date and March 13, 2002.

These claims are resolved by and included in this Mutual
Release, whereby the Dictaphone parties "unequivocally release
and forever discharge, to the fullest extent permitted by
applicable law", L&H NV and Holdings from all claims that were
or are property of or derivative from the bankruptcy estates,
including the postpetition claims against Holdings.

The L&H parties make a similar release in favor of the
Dictaphone parties, but they release the Dictaphone postpetition
claim only on the condition that Dictaphone makes a payment to
or for the benefit of L&H NV in the amount of $844,234 on or
before the Effective Date of the Plan.  The Light Acquisition
Claim is not affected by this release.

Holdings releases the Dictaphone parties from the Holdings
postpetition claims on the condition that Dictaphone makes a
payment to or for the benefit of Holdings in the amount of
$1,865,273 on or before the Effective Date. (L&H/Dictaphone
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


LOEWS CINEPLEX: Lawrence Ruisi Resigns as Chief Exec. Officer
-------------------------------------------------------------
Loews Cineplex Entertainment Corp. announced that its president
and chief executive officer, Lawrence J. Ruisi, resigned to
pursue other opportunities, reported The Wall Street Journal.  

Loews Cineplex recently emerged from bankruptcy proceedings
under the new ownership of Onex Corp. and Oaktree Capital
Management.  Travis Reid, a longtime company executive who most
recently was president of its North American operations, will
succeed Ruisi in both positions, the Journal reported. Loews
Cineplex filed for chapter 11 bankruptcy protection from its
creditors in February 2001. (ABI World, April 5, 2002)


MARINER POST-ACUTE: Wants Removal Period Stretched to July 31
-------------------------------------------------------------
The Mariner Post-Acute Network, Inc. and Mariner Health Group
Debtors ask the Court for a further extension of the time within
which they may file notices of removal of related proceedings
under Bankruptcy Rule 9027(a) to and including July 31, 2002.

The Debtors believe that the additional time requested is
reasonable, appropriate and necessary in light of the size of
their cases, the number of pending litigation matters, the
progress they have made, and the prospect that many of the
pending proceedings may be resolved by the Court-approved
Alternative Dispute Resolution (ADR) procedures.

The Debtors tell Judge Walrath that the ADR Procedures have
allowed them to resolve many of the Prepetition Actions, thus
obviating the need to determine whether or not removal of those
Prepetition Actions is appropriate. The Debtor represent that,
as a matter of efficient judicial administration, the issue of
the removal of large numbers of Prepetition Actions should be
addressed only after a comprehensive effort to resolve such
actions through the ADR Procedure, after which time the number
of actions will likely be significantly smaller. However,
considering the status of matters in the Debtors' chapter 11
cases, such effort will require a few more months to complete.
Until the Debtors have been able to fully implement the ADR
Procedures, they do not wish to waive their rights to review the
appropriateness of removing the remaining Postpetition Actions.

Judge Walrath will convene a hearing on April 17, 2002, at 11:30
a.m., to consider this Motion.  Pursuant to Local Rule 9006-2,
the filing of the motion automatically extends the Debtors'
exclusive period through the conclusion of that hearing.
(Mariner Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


METALS USA: Taps Poorman-Douglas Corp. as Claims & Notice Agents
----------------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates ask the Court for
permission to retain and employ Poorman-Douglas Corporation as
Claims, Noticing and Balloting agent to:

A. Serve as the Court's Notice Agent to mail notices to the
   estates' creditors and parties-in-interest;

B. Provide computerized claim, claim objection and balloting
   database services; and

C. Provide expertise and consultation and assistance in claim
   and ballot processing and with other administrative
   information with respect to the Debtors' bankruptcy cases.

Zack A. Clement, Esq., at Fulbright & Jaworski LLP in
Wilmington, Delaware, submits that the Poorman's services are
needed if only to unburden the Clerk of Court of such duties.
There are thousands of creditors and parties-in-interest in
these cases and the Clerk of Court is not sufficiently staffed
or equipped if it must provide necessary notices to such parties
and maintain the large number of proofs of claim that will
likely be filed. This, he said, is especially true because the
Court's staff is now preparing to implement its electronic
filing system. Simply put, the size of the Debtors' creditor
body makes it impractical for the Clerk's office to undertake
noticing and docketing tasks in the Debtors' cases. Mr. Clement
believes that the most effective and efficient manner to
accomplish the noticing, receiving, docketing, maintaining,
photocopying and transmitting proofs of claim in the Debtors'
cases is to engage an independent third party to act as agent
for the Court.

Poorman provides these services as agent for the Court:

A. Establish an address to which all proofs of clams are
   directed for filing.  This address is: Poorman-Douglas
   Corporation, Attn: Metals USA Claims, 10300 S.W. Allen Blvd.,
   Beaverton, Oregon 97005;

B. Maintain copies of all proofs of claims and proofs of
   interest filed in these cases;

C. Maintain official claims registers in these cases by
   docketing all proofs of claim and proofs of interest in a
   claims database that includes this information for each claim
   or interest asserted:

   a. the name and address of the claimant or interest holder
      and any agent thereof, if the proof of claim or proof of
      interest is filed by agent;

   b. The date the proof of claim or proof of interest is
      received by Poorman-Douglas and the Court;

   c. The claim number assigned to the proof of claim or proof
      of interest;

   d. The asserted amount and classification of the claim; and

   e. the Debtor-entity to which the claim is asserted.

D. Implement necessary security measures to ensure the
   completeness and integrity of the claims registers;

E. Transmit to the Clerk's Office a copy of the claims registers
   on a weekly basis unless requested by the Clerk's office on a
   more or less frequent basis;

F. Maintain a current mailing list for all entities that have
   filed proofs of claim or proofs of interest and make this
   list available on request to the Clerk's office or any party-
   in-interest;

G. Record all transfers of claims pursuant to the Bankruptcy
   Rule 3001 and provide notice of such transfers as required by
   Bankruptcy Rule;

H. Comply with applicable federal, state, municipal and local
   statutes, ordinances, rules, regulations orders and other
   requirements;

I. Promptly comply with any further conditions and requirements
   that the Clerk's Office or the Court may at any time
   prescribe; and

J. Such other claims processing, noticing and related
   administrative services that may be requested from time to
   time by the Debtors.

In addition, Mr. Clement informs the Court that Poorman will
assist the Debtors with the reconciliation and resolution of
claims and the preparation, mailing and tabulation of ballots
for the voting to accept or reject a Reorganization Plan. He
adds that the fees and expenses incurred by the Debtors will be
treated as an administrative expense of the Debtors' Chapter 11
cases and will be paid by the Debtors in the ordinary course of
business.

Poorman's Chief Executive Officer, Jeffrey B. Baker, assures the
Court that:

A. Neither Poorman nor any of its employees has any connection
   with the Debtors, their creditors or any other parties-in-
   interest therein and neither does Poorman represent any
   interest adverse to the Debtors' estates with respect to the
   matters which Poorman is to be engaged;

B. Poorman does not consider itself employed by the United
   States government and will not seek any compensation from the
   United States government in its capacity as the Claims,
   Noticing and Balloting agent in these Chapter 11 cases;

C. By accepting employment in these Chapter 11 cases, Poorman
   waives any rights to receive compensation from the United
   States government;

D. In its capacity as the Claims, Noticing and Balloting agent
   in these Chapter 11 cases, Poorman will not be agent for the
   United States and will not act on behalf of the United
   States; and

F. Poorman will not employ any past or present employees of the
   Debtors in connections with its works as the Claims, Noticing
   and Balloting agent in these Chapter 11 cases. (Metals USA
   Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)


METROMEDIA FIBER: Verizon & Genuity Bolt from Fiber Optic Pacts
---------------------------------------------------------------
Metromedia Fiber Network, Inc. (Nasdaq: MFNX), provider of
digital communications infrastructure, announced the receipt of
notices from Verizon Global Networks and Genuity Solutions
terminating their respective fiber optic agreements with MFN.  
These fiber optic agreements call for the Company to lease
capacity to Verizon and Genuity on the company's fiber optic
network and for Verizon and Genuity to make total payments to
the Company of $350 million and $200 million, respectively, of
which $235 million and $140 million, respectively, have already
been paid to MFN.  Verizon is continuing to engage in
discussions with MFN concerning their relationship.

The Company also expects to shortly commence negotiations with
the holders of its other indebtedness regarding a consensual
restructuring of its indebtedness.

There can be no assurances that MFN will reach agreements with
its creditors.  As previously announced, if the Company is
unable to successfully restructure its indebtedness, MFN may be
required to file for protection under Chapter 11 of the U.S.
Bankruptcy Code.  In addition, any potential restructuring of
MFN's indebtedness may result in substantial dilution to the
Company's existing stockholders.

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

For more information on MFN, visit the company's Web site at
http://www.mfn.com

DebtTraders reports that Metromedia Fiber Network's 10% bonds
due 2009 (MTFIB1) are quoted at a price of 8. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MTFIB1for  
real-time bond pricing.


MILLENIUM SEACARRIERS: Hires Delloitte & Touche as Accountants
--------------------------------------------------------------
Millenium Seacarriers, Inc. and its debtor-affiliates seeks
permission from the U.S. Bankruptcy Court for the Southern
District of New York to retain and employ Delloitte & Touche as
their Independent Accountants and Auditors, nunc pro tunc to
January 25, 2002.

The Debtors say that they need accounting assistance to prepare
the Schedules and Statements because they do not have the
experience in preparing the documents required and that they do
not have the unique personnel to prepare the documents.

Deloitte & Touche is expected to assist by:

     i) auditing and reporting on the annual financial
        statements of the Debtors;

    ii) performing unaudited reviews of interim financial
        statements;

   iii) providing accounting advice on           
        acquisitions/dispositions;

    iv) rendering accounting and other assistance in connection
        with reports requested by the Court, including monthly
        operating reports, schedules of assets and liabilities,
        statements of financial affairs, and such other reports
        that may be requested of the Debtors by the U.S. Trustee
        or any parties in interest;

     v) assisting with such matters as the Debtor, its
        attorneys, or financial advisors may from time to time
        request, including assisting with cash flow projections,
        assisting with the refinements of the Debtors' cash
        management and cash flow forecasting process and
        monitoring of actual cash flow versus projections,
        reviewing prepetition and postpetition payments,
        assisting with assessment of executory contracts
        including assumption versus rejection considerations,
        and assisting with evaluating and reconciling claims
        asserted including potential reclamation claims.

As proposed by the Debtors, Deloitte & Touche will be
compensated at its regular hourly rates as:

     a) Partners          $450 to $625
     b) Senior Managers   $400 to $530
     c) Managers          $340 to $460
     d) Staff             $240 to $340

Millenium Seacarriers, Inc. is a holding company of
international shipping company subsidiaries engaged in the
transportation of cargo around the world on vessels acquired and
operated through its subsidiaries. The Company filed for chapter
11 protection on January 15, 2002 in Southern District of New
York. Christopher F. Graham at Thacher Proffitt & Wood represent
the Debtors in their restructuring effort. When the Company
filed for protection from its creditors, it listed $85,078,831
in assets and $112,874,053 in liabilities.


MPOWER HOLDING: Files Prepack. Plan Under Chapter 11 in Delaware
----------------------------------------------------------------
Mpower Holding Corporation (OTC: MPWR) announced that it has
taken the next step in its proposed recapitalization plan to
retire $583.4 million in debt and preferred stock. Monday,
Mpower and its subsidiaries, Mpower Communications Corp. and
Mpower Lease Corporation, filed a voluntary, pre-negotiated plan
under Chapter 11 of the Federal bankruptcy code in the U.S.
Bankruptcy Court for the District of Delaware.

"By filing our plan with the court, we are advancing toward our
goal of substantially reducing our debt, while maintaining our
commitment to our nearly 120,000 customers. We fully expect to
operate business as usual as we move through this process,
continuing to invest in serving our customers and growing our
business," said Mpower Communications Chief Executive Officer
Rolla P. Huff. "With the support of a majority of our debt
holders and preferred stockholders already in place, we believe
we are now in a position to efficiently restructure our balance
sheet and hope to complete this process as quickly as possible."

As previously announced, Mpower has reached agreement with 99%
of its 2010 Senior Noteholders and more than two-thirds of its
preferred shareholders on its proposed recapitalization plan
which would eliminate $583.4 million in debt and preferred
stock, as well as $50 million in annual interest expense and $15
million in annual dividend payments in exchange for $19 million
in cash and additional shares of common stock. The $19 million
was distributed to the eligible 2010 Senior Noteholders on March
28, 2002.

"Upon court approval of our recapitalization plan, our
reorganized company will have less than $50 million in debt,"
added Huff. "This would position Mpower as one of the few
telecommunications companies in the industry with little or no
debt, which we believe will make us a financially stronger
partner for our customers, employees, shareholders and
suppliers."

As a result of this filing, Mpower's common and preferred stock
are expected to trade on the NASD OTC under the symbols MPWRQ
and MPWRPQ, respectively.

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


MPOWER HOLDING: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Mpower Holding Corporation
             175 Sully's Trail, Suite 300
             Pittsford, New York 14534   

Bankruptcy Case No.: 02-11046

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Mpower Communications Corp.                02-11047
     Mpower Lease Corporation                   02-11048

Type of Business: The Debtor and its affiliates are a
                  facilities-based communications company
                  offering local dial tone, long distance,
                  Internet access via dial-up or dedicated
                  Symmetrical Digital Subscriber Line ("SDSL")
                  technology, voice over SDSL, Trunk Level 1
                  ("T1"), and other voice and data services
                  primarily to small and medium size business
                  customers.

Chapter 11 Petition Date: April 8, 2002

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Young, Conaway, Stargatt & Taylor
                  Pauline K. Morgan, Esq.
                  M. Blake Cleary, Esq.
                  Timothy E. Lengkeek, Esq.
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, Delaware 19899-0391
                  Phone: 302 571-6600
                  Fax : 302-571-1253

                  and

                  Shearman & Sterling
                  Douglas P. Bartner, Esq.
                  Jonathan F. Linker, Esq.
                  599 Lexington Avenue
                  New York, New York 10022
                  Phone: (212) 848-4000    
                  Fax: (212) 848-7179

Total Assets:
     Mpower Holding Corporation - $490,000,000
     Mpower Communications Corp. - $831,000,000
     Mpower Lease Corporation - $242,000,000

Total Debts:
     Mpower Holding Corporation - $627,000,000
     Mpower Communications Corp. - $369,000,000
     Mpower Lease Corporation - $248,000,000

A. Debtor's 3 Largest Unsecured Creditors:

Entity                      Nature Of Claim      Claim Amount
------                      ---------------      ------------
HSBC Bank USA, as trustee     Bonds              $370,366,134
for holders of 13% Senior                       (face value of
Notes due 2010                                   bonds less
Frank J. Gondino                                  unamortized    
452 Fifth Avenue                                  discount at
New York, New York 10018                          2/28/02)   
Phone: 212-525-1316
Fax: 212-525-1300

HSBC Bank USA                 Accrued Interest   $12,367,652
Frank J. Gondino               on Bonds          (at 2/28/02)  
452 Fifth Avenue                                  
New York, New York 10018
Phone: 212-525-1316
Fax: 212-525-1300

Mpower Communications         Intercompany       $30,466,148
Corp.                         Payables
Michael J. Tschiderer
175 Sully's Trail
Pittsford, New York 14534
Phone: 585-218-6550
Fax: 585-218-0903

B. Mpower Communications' 20 Largest Unsecured Creditors

Entity                      Nature Of Claim      Claim Amount
------                      ---------------      ------------
Bell Atlantic (Verizon)       Trade               $5,100,000
Antonio Yanez
1095 Avenue of the Americas
Room 1423
New York, New York 10036
Phone: 212-395-0471
Fax: 212-395-7600

Bellsouth                     Trade                $2,660,000
Marcus B. Cathey
600 North 19th Street
Birmingham, AL 35203
Phone: 205-321-4979
Fax: 205-321-4334

Pacific Bell                  Trade                $2,253,000
David Kerr
Four Bell Plaza, Room 840
Dallas, Texas 75202
Phone: 214-858-0700
Fax: 214-464-2006

Sprint Communications        Trade                $1,548,000
William Check
Local Carrier Management
6480 Sprint Parkway
Overland Park, Kansas 66251
Phone: 913-315-8026
Fax: 913-315-0628

Verizon - California          Trade               $1,519,000
Antonio Yanez
1095 Avenue of the Americas
Room 1423
New York, New York
Phone: 212-395-0471
Fax: 212-395-7600

Ameritech                     Trade               $1,448,000
David Kerr
Four Bell Plaza, Room 840
Dallas, Texas 75202
Phone: 214-858-0700
Fax: 214-464-2006

Net2000 Cavalier              Trade                $1,350,000
Communications
Lee Weiner, Esq.
2180 Fox Mill Road
Herndon, Virginia 20171

MCI Worldcom                  Trade                $1,067,000
Sara Beardsley
500 Clinton Center Drive
Building 4, 4th Floor
Clinton, MS 39056
Phone: 312-470-5000
Fax: 312-470-4769

Sprint Communications         Trade                 $529,000
Carrier Account Management            
William Check
6480 Sprint Parkway
Overland Park, Kansas 66251
Phone: 913-315-8026
Fax: 913-315-0628

Time Warner Telecom           Trade                 $411,000
Holdings Inc.
George Bykowski
10475 Park Meadow Drive
Littleton, Colorado 80124
Phone: 303-566-1372
Fax: 303-566-1101

Verizon Florida               Trade                 $269,000
Antonio Yanez
1095 Avenue of the Americas
Room 1423
New York, New York
Phone: 212-395-0471
Fax: 212-395-7600

Southwestern Bell             Trade                 $257,000
David Kerr
Four Bell Plaza, Room 840
Dallas, Texas 75202
Phone: 214-858-0700
Fax: 214-464-2006

TSI Telecommunications        Trade                 $160,000

Southern California           Trade                 $107,000
Edison Co.

Qwest Communications Corp.    Trade                 $119,000   

XO Communications Inc.        Trade                  $81,000      

Allegiance Telecom, Inc.      Trade                 $111,000

ICG Telecom Group, Inc.       Trade                  $54,000

Lucent Network Care Inc.      Trade                  $50,000

Nelson's Engineering          Trade                  $47,000
Services

C. Mpower Lease's 20 Largest Unsecured Creditors

Entity                      Nature Of Claim      Claim Amount
------                      ---------------      ------------
ADC Software Solutions, Inc.  Trade                  $450,000
Brian Spence              
One van De Graff Drive
Burlington, MA 01803
Phone: 781-270-6500
Fax: 781-270-6501

Nortel Networks, Inc.         Trade                  $153,000

Business Edge Solutions, Inc. Trade                  $117,000

Anthem Technologies, Inc.     Trade                   $65,000

HCI Inc.                      Trade                   $21,000

International Fibercom Inc.   Trade                   $20,500

ADC Telecommunications        Trade                   $12,000

Cerne Consulting Group Inc.   Trade                   $11,000

Adtran Inc.                   Trade                   $10,000

Tollbridge Technologies, Inc. Trade                    $9,000

TAD Telecom Inc.              Trade                    $2,600

SS8 Networks, Inc.            Trade                    $3,100

Somera Communications, Inc.   Trade                    $3,500

Harris Communications, Inc.   Trade                    $4,600

ACI Communications, Inc.      Trade                    $3,200

Anixter Inc.                  Trade                    $3,800

Pomeroy Computer              Trade                    $1,700

Dell Marketing LP             Trade                    $1,800

J&M Schaefer Inc.             Trade                    $1,300

J-Tec Inc.                    Trade                    $1,300


NTL INC: Liberty Media Runs from Restructuring Talks
----------------------------------------------------
Liberty Media Corporation (NYSE: L, LMC.B) announced that it has
terminated discussions with NTL, Inc. regarding a possible
strategic role in NTL's restructuring.

Liberty Media Corporation (NYSE: L, LMC.B) owns interests in a
broad range of video programming, broadband distribution,
interactive technology services and communications businesses.  
Liberty Media and its affiliated companies operate in the United
States, Europe, South America and Asia with some of the world's
most recognized and respected brands, including Encore, STARZ!,
Discovery, USA, QVC, Court TV and Sprint PCS.

DebtTraders reports that NTL Incorporated Inc.'s 11.875% bonds
due 2010 (NLI4) are quoted at a price of 32. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NLI4for  
real-time bond pricing.


NATIONAL ENERGY: Dec. Balance Sheet Upside-Down by $82 Million
--------------------------------------------------------------
National Energy Group, Inc. (OTC Bulletin Board: NEGI) announces
results for the fourth quarter ended December 31, 2001.

                    Results of Operations

On September 12, 2001 as mandated under the Joint Plan of
Reorganization in the Company's Bankruptcy Proceeding, the
Company contributed all its operating assets and oil and gas
properties excluding cash of $4.3 million to NEG Holding LLC in
exchange for an initial 50% membership interest.  For tax and
valuation purposes, the effective date of the contribution was
May 1, 2001; however, for financial reporting purposes the
transaction was as of September 1, 2001.  Operations from
September 1, 2001 to September 12, 2001 were not significant.  
For the quarter ended December 31, 2001 the Company recorded
three months of accretion of the preferred investment and
management fees.  For the year ended December 31, 2001, the
Company recorded eight months of oil and gas operations and four
months of accretion of the preferred investment and management
fees. In the future, the Company will only recognize income from
accretion of the preferred investment and management fees.

At December 31, 2001, the company's balance sheet showed a total
shareholders' equity deficit of over $82 million.

         For the Three Months Ended December 31, 2001

Net income of $1.8 million was recognized for the three months
ended December 31, 2001 compared with net income of $4.5 million
for the comparable 2000 period.  The fourth quarter of 2001
includes $1.0 million in deferred income tax expense.  The
fourth quarter of 2000 includes a $.4 million extraordinary gain
in connection with the confirmation of the Plan of
Reorganization.  Excluding the effects of these amounts, net
income of $2.8 million would have been recognized for the three
months ended December 31, 2001 compared to net income of $4.1
million for the same period in 2000.

Total revenues decreased $4.5 million (31.9%) to $9.6 million
for the fourth quarter of 2001 from $14.1 million for the fourth
quarter of 2000.  The decrease in revenues was due to the LLC
Contribution.

The Company had no oil and natural gas production during the
fourth quarter of 2001 due to the LLC Contribution.  The Company
produced 159 Mbbls of oil and 1,612 Mmcf of natural gas during
the fourth quarter of 2000.

               For the Year Ended December 31, 2001

Net income of $37.3 million was recognized for the year ended
December 31, 2001 compared to a net loss of $14.4 million for
the comparable 2000 period.  Results for 2001 includes income of
$.2 million related to the Bankruptcy Proceeding and a $31.9
million benefit from income taxes as a result of the LLC
Contribution and $1.3 million deferred income tax expense.
Results for 2000 (i) includes expenses of $1.4 million relating
to the Bankruptcy Proceeding, (ii) includes $1.1 million in
interest income on cash accumulating during the Bankruptcy
Proceeding, and (iii) includes a $33.0 million extraordinary
loss in connection with the confirmation of the Plan of
Reorganization.  Excluding the effects of these amounts, net
income of $6.5 million would have been recognized for the year
ended December 31, 2001 compared to net income of $18.9 million
for the same period in 2000.

Total revenues decreased $5.3 million (10.4%) to $45.7 million
for the year ended December 31, 2001 from $51.0 million for the
same period of 2000. The decrease in revenues was due to the
decrease in oil and natural gas production during the first
eight months of 2001 and the LLC Contribution.

The Company recorded only eight months of oil and natural gas
production during the year ended December 31, 2001 compared to
twelve months for the year 2000 due to the LLC Contribution.  
Accordingly, any comparison between the two years must take into
consideration the eight months of the Company's oil and gas
production, together with the benefits derived from the
investment in Holding LLC.  The Company produced 428 Mbbls of
oil during the year ended December 31, 2001 and 799 Mbbls of oil
in the same period of 2000.  The Company produced 4,333 Mmcf of
natural gas during the year ended

December 31, 2001 and 7,081 Mmcf of natural gas during the same
period of 2000.

                   Oil and Gas Drilling Operations

Concurrently with the LLC Contribution and as provided in the
Plan of Reorganization, in exchange for its initial 50%
membership interest in NEG Holding LLC, Gascon Partners
contributed (i) its sole membership interest in Shana National
LLC, an oil and gas producing company; and (ii) cash in the
amount of $75 million, together with a note receivable to Arnos
Corp (an affiliate of Gascon Partners) evidencing borrowings
under the Company's revolving credit facility.  The Company
manages all of the oil and gas operations of the NEG Holding LLC
assets pursuant to a management agreement with NEG Operating
LLC, an affiliate of NEG Holding LLC.

National Energy Group, Inc. is a Dallas, Texas based holding
company.


NATIONAL STEEL: Court Confirms Priority Status for Suppliers
------------------------------------------------------------
National Steel Corporation, and its debtor-affiliates sought and
obtained the Court's confirmation that their suppliers and
vendors will have administrative expense priority claims.  These
claims are for undisputed obligations arising from pre-petition
purchase orders outstanding as of the Petition Date for products
and goods received and accepted by the Debtors.

David N. Missner, Esq., at Piper Marbury Rudnick & Wolfe, in
Chicago, Illinois, relates that the Debtors also obtained for
authority to pay their undisputed obligations arising from the
post-petition shipment of goods by the vendors.  In addition,
the Debtors obtained from the Court an order that provides that
vendors, who have made a valid and timely written reclamation
demand for goods, receive an administrative expense priority
claim.  Accordingly, the Debtors acquired an order from the
Court prohibiting vendors and other third parties from taking
steps to physically reclaim or prevent delivery of goods or
products to the Debtors.

Mr. Missner explains that in the ordinary course of the Debtors'
business, numerous vendors provide the Debtors with equipment,
products and related items every month.  As of the Petition
Date, certain of such goods may be in transit to the Debtors'
facilities.

As a result of these Chapter 11 cases, Mr. Missner states that
vendors may be concerned that delivery of goods after the
Petition Date will render such vendors unsecured creditors of
the Debtors' estates.  Accordingly, these vendors may decline to
ship, or may instruct their shippers not to deliver goods unless
the Debtors issue substitute purchase orders post-petition or
obtain an order from this Court confirming that all obligations
arising from outstanding orders are to be granted administrative
expense status.

Although the Debtors believe that they have the authority to
make payment for goods received post-petition, confirmation of
the authority is also highly desirable.  Mr. Missner asserts
that the Debtors relationships with their vendors are so
essential that it is important to give vendors the utmost
reassurance that their valid claims will be given administrative
expense priority status.  "Assurance must be given that the
vendors will be paid by the Debtors in the ordinary course of
business for goods delivered post-petition," Mr. Missner says.

The Debtors believe that certain vendors will attempt to assert
their right to reclaim goods delivered to the Debtors shortly
before or soon after the Petition Date.  To ensure the proper
categorization of reclamation demands, the Debtors intend to
establish an internal system to make sure that they
appropriately date and time stamp reclamation demands and are
able to identify the goods to which they apply.  Mr. Missner
reports that after the last timely reclamation is received, or
at least 20 days after the Petition Date, and after the Debtors
are able to quantify the aggregate amount of reclamation claims
believed to be valid, the Debtors intend to make a comprehensive
proposal for the treatment of such claims.  Accordingly, the
Debtors will inform all parties that serve reclamation demands
of their position whether and to what extent each party have
valid reclamation claims.

Furthermore, Mr. Missner tells the Court that the Debtors will
provide administrative expense treatment to the claims of any
vendor:

    (i) who timely demands in writing reclamation of goods;

   (ii) whose goods the Debtors have accepted for delivery; and

  (iii) who properly identifies the goods to be reclaimed.

To allay concerns of reclamation claimants, avoid unnecessary
disruption of the Debtors' business and to minimize needless
litigation, the Debtors will not take the position that an
otherwise valid reclamation demand is rendered invalid by:

    (i) the Debtors' use, sale or commingling of goods after the
        date and time that the Debtors receive a reclamation
        demand with respect to such goods;

   (ii) a reclamation claimant's failure to take any or all
        possible "self-help" measures with respect to such
        goods; or

  (iii) the failure of a reclamation claimant to institute an
        adversary proceeding against the Debtors seeking to
        enjoin them from using or selling such goods or any
        other similar relief.

Mr. Missner relates that a reclamation claimant needs only to
serve a timely and proper reclamation notice on the Debtors in
order to perfect its reclamation claim.  "The provision of
priority status will facilitate the continued operation of the
Debtors' business and should obviate any vendor's perceived need
to initiate legal action.  Accordingly, this will also minimize
potential costs to the Debtors' estates.  "The Debtors believe
that the provision will ensure the continuous supply of goods
that are vital to their operations and integral to their
successful reorganization," Mr. Missner says. (National Steel
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NUEVO ENERGY: 2002 Capital Budget Cut May Range from $70 - $80MM
----------------------------------------------------------------
Nuevo Energy Company (NYSE: NEV) revised its financial guidance
for the first quarter 2002 and the year ending December 31, 2002
primarily to incorporate a reduction in the 2002 capital budget
to a range of $70 - $80 million from $94 million.  Since the
majority of the capital reduction is in the second half of the
year and a portion of the capital is related to infrastructure
and facility expenditures which can be delayed, we continue to
estimate that production will be between 18.5 and 19.5 million
barrels of oil equivalent in 2002.

Based on forecasted average prices for 2002 of $20.00 per barrel
(WTI) and $3.00 per Mcf, Nuevo's $70 - $80 million capital
budget will be funded by cash flow.  After correcting an
internal forecast inconsistency, Nuevo will have a modest amount
of free cash flow at $20.00 per barrel (WTI) and $3.00 per Mcf
given this reduced capital budget.

Compared to the previous financial guidance issued on February
26, 2002, the main changes to this financial guidance are as
follows:

     -- A reduction in the 1Q02 and 2002 capital budget,

     -- A reduction in the 1Q02 and 2002 exploration costs, and

     -- The addition of incremental crude oil hedges in the
second, third and fourth quarters in 2002, and the first through
fourth quarters in 2003.

Nuevo Energy Company is a Houston, Texas-based Company primarily
engaged in the acquisition, exploitation, development,
production, and exploration of crude oil and natural gas.  
Nuevo's principal domestic properties are located onshore and
offshore California.  Nuevo is the largest independent producer
of oil and gas in California.  The Company's international
properties are located offshore the Republic of Congo in West
Africa and onshore the Republic of Tunisia in North Africa.  To
learn more about Nuevo, please refer to the Company's internet
site at http://www.nuevoenergy.com

At September 30, 2001, Nuevo Energy's total current liabilities
exceeded its total current assets by about $20 million.


O2WIRELESS SOLUTIONS: Appoints Andrew Roscoe as New Pres. & CEO
---------------------------------------------------------------
o2wireless Solutions, Inc. (Nasdaq/NM: OTWO) announced that the
board of directors has elected Andrew D. Roscoe as President and
Chief Executive Officer of the Company, succeeding Murray L.
Swanson.  Mr. Roscoe was elected Chairman of the Board of the
Company in December 2001, and will continue to serve as
Chairman.

Mr. Roscoe has served as a director of o2wireless since November
1997 and has over 17 years of experience in the
telecommunications industry.  In 1987, Mr. Roscoe founded
Economic and Management Consultants International, Inc., a
wireless consulting firm.  He is also the founder and a
principal of Force Nine, LLC, a telecommunications investment
firm that was formed in September 1999.  From 1992 to 1999, Mr.
Roscoe served in a variety of positions, including President and
Chief Executive Officer of The Strategis Group, a  
telecommunications research firm.  From 1994 to 1997, Mr. Roscoe
served as the Chairman of Integrated Site Development Company,
LLC, which was sold to o2wireless Solutions in 1997.

o2wireless Solutions provides outsourced telecommunications
services to wireless services providers, equipment vendors and
tower companies. o2wireless' full suite of services includes
planning, design, deployment and on-going support of wireless
voice and data telecommunications networks.  It has contributed
to the design and implementation of more than 50,000
communications facilities in all 50 US states and in 30
countries.  o2wireless offers expertise in all major
technologies, including 2.5G and 3G technologies.  The company
has 475 employees and is headquartered in Atlanta, Georgia.  For
more information, visit the company's Web  site
http://www.o2wireless.com

                         *   *   *

As reported in the February 28, 2002 edition of Troubled Company
Reporter, the Company has receivables aggregating $2.4 million
from a customer whose liquidity and financial condition have
deteriorated over the past year to the point where there is
concern regarding the customer's ability to pay its obligations
to the Company.  The Company is actively working with this
customer to effect payment, and management currently anticipates
a favorable resolution and collection of substantially all of
these receivables.  However, should the customer fail to pay
these obligations, the Company could recognize a loss in 4th
Quarter 2001 for these receivables.  In the absence of a waiver
from certain credit facility covenants, this loss could
precipitate a default under the Company's credit agreement.


OMEGA CABINETS: S&P Places Low-B Debt Ratings on Watch Positive
---------------------------------------------------------------
Standard & Poor's said that it affirmed its single-'A' corporate
credit rating on diversified consumer products company, Fortune
Brands Inc., after the company announced plans to acquire a
privately held kitchen and bathroom cabinet maker, Omega
Cabinets Ltd., for $538 million.

At the same time, Standard & Poor's placed its double-'B'-minus
corporate credit and long-term debt ratings, as well as its
double-'B' bank loan rating and single-'B' subordinated debt
rating for Omega Cabinets Ltd. on Creditwatch with positive
implications.

The outlook for Fortune Brands is stable. About $990 million of
total debt was outstanding at Fortune Brands at December 31,
2001; about $131 million of total debt was outstanding at Omega
as of December 29, 2001.

"The purchase is expected to be largely debt-financed. However,
the addition of Omega to Fortune Brands' existing kitchen and
bath cabinet business, MasterBrand Cabinets Inc., will increase
the company's sales in this business to over $1 billion
annually," noted Standard & Poor's credit analyst Nicole Delz
Lynch.

Although Fortune Brands has not disclosed its intentions
regarding Omega's outstanding debt, Standard & Poor's believes
the company would likely support or refinance Omega's
obligations because of its investment in and strategic
importance of Omega to future growth and profitability of the
company's home products business. Standard & Poor's will
evaluate this level of support and its impact on Omega's ratings
subsequent to the closing of the transaction.

The ratings on Fortune Brands Inc. are supported by the
company's leading brand names across diverse operating segments
and by its fairly stable cash flow characteristics. Diverse
business segments include distilled spirits and home, office,
and golf products.

Standard & Poor's also affirmed its single-'A' senior unsecured
rating, its triple-'B'-plus preferred stock rating, and its 'A-
1' commercial paper rating on Fortune Brands.


ONLINE GAMING: John Copelyn Replaces Gary Ramos as New CEO
----------------------------------------------------------
On March 22, 2002, Gary Ramos resigned as President and Chief
Executive Officer of Online Gaming Systems, Ltd. On the same day
the Board of Directors elected John Copelyn to serve as Chief
Executive Officer and Lawrence P. Tombari as President of the
Company.

Online Gaming Systems, Ltd. develops and markets Internet and
private network transaction based products that it only offers
to licensed gaming operators inregulated jurisdictions. These
products include Internet Casino Extension (ICE), a growing
suite of casino games, webSports, a sports wagering system,
Lotto Magic a lottery system for private, government and fund
raising purposes, and Bingo Blast a multi-player system for
charity and private organization use.The Company also offers
wireless and portable gaming devices through Excel Design. At
June 30, 2001, the company had a total shareholders' equity
deficit of about $57 million.


OPEN PLAN SYSTEMS: Won't File Form 10-K on Time
-----------------------------------------------
Open Plan Systems, Inc. is experiencing a delay in the
completion of its statements for the fiscal year ended December
31, 2001. Financial information with respect to the operations
of the Company's Mexican subsidiaries for the third and fourth
quarters of 2001 is being prepared for Company review in
connection with the preparation of Open Plan's financial
statements for the fiscal year ended  December 31, 2001.  The
Company and its Mexican joint venture partner are currently
engaged in the process of liquidating the Mexican subsidiaries
in accordance with Mexican law. As part of the liquidation
process, an independent accountant in Mexico has been selected
by the parties to act as the Liquidator.  Pursuant to the
liquidation process, the Liquidator will provide the Company
with financial information with respect to the Mexican
subsidiaries.  The Liquidator has advised the Company that
financial information relating to the Mexican subsidiaries for
the third and fourth quarters of 2001 will be available to the
Company on or about April 5, 2002. At the time such  information
is submitted to it, Open Plan can then review such information
and determine whether to include it in its financial statements
for the fiscal year ended December 31, 2001, as appropriate.  
Despite the Company's efforts to assist the Liquidator in Mexico
with respect to the preparation  of financial information for
the Mexican subsidiaries, the liquidation process and related
efforts to prepare financial information for the Mexican
subsidiaries could not be completed in time for the resulting
information to be delivered to Open Plan prior to the due date
for its Form 10-K. The Company intends to file its Form 10-K for
the fiscal year ended December 31, 2001 as soon as practicable
after receiving adequate financial information regarding the
Mexican subsidiaries from the Liquidator in Mexico.

It is anticipated that Open Plan's Form 10-K for the year ended
December 31, 2001 will report a net loss of approximately $9.9
million for the year ended December 31, 2001, excluding results
of the Mexico operations for the third and fourth quarters, as
compared to a net loss of $4.5 million  for the year ended
December 31, 2000. Significant components of the Company's net
loss for the year ended December 31, 2001 were previously
reported in the Company's filing of the Forms 10-Q for the first
three quarters of 2001.

Open Plan Systems, Inc. remanufactures and markets modular
office workstations through a network of Company-owned sales
offices and selected dealers. Workstations consist of movable
panels, work surfaces, storage units, lighting and electrical
distribution combined into a single integrated unit. The Company
has recycled over fifty million pounds of workstations. Under
its "As I" program, the Company also purchases and resells used
workstations. Additionally, the Company markets a wide variety
of other office-related products including chairs, desks and
other office furniture.


PACIFIC GAS: Gains Okay to Hire Celerity as Claims Consultants
--------------------------------------------------------------
Pacific Gas and Electric Company obtains approval from the Court
to employ Celerity Consulting Group, Inc., nunc pro tunc
September 18, 2001, to conduct various consulting services
including claims review, analysis, classification and resolution
including the MLX contract claims.

Celerity specializes in complex and voluminous data management.
Celerity's areas of expertise include complex information
retrieval systems, claims tracking systems and databases used to
evaluate liability. PG&E believes Celerity is able to
competently assist it in handling the claims management issues
at hourly rates that are substantially lower than those
typically charged by legal or accounting professionals. Although
Celerity will not be performing any legal functions, PG&E takes
the view that their services are a critical first step in the
claims management process for facilitating the efficient and
timely resolution of claims.

Celerity's president, Christopher Yowell, will oversee all of
Celerity's projects for PG&E. PG&E is familiar with Mr. Yowell's
expertise through his prior work for PG&E while he was employed
by ZIA information Analysis Group, Inc.

                      Terms Of Employment

PG&E has entered into a Master Contract with Celerity dated
November 1, 2001. Subject to the Court's approval, Celerity has
been authorized to perform the following services under the
Master Contract:

1.   Bankruptcy Claims.

      Celerity performs information management services in
      connection with the management of the claims resolution
      process.

2.   Plan of Reorganization.

      Celerity performs information management services in
      connection with the Plan, including gathering and storing
      all data used in connection with preparation of the Plan,
      analysis and prosecution of the Plan, and implementation
      of the Plan.

3.   Data Repository.

      Celerity manages a repository of records obtained pursuant
      to Bankruptcy Rule 2004 requests by PG&E for market, data
      from the California Independent System Operator and the
      California Power Exchange, which records PG&E must retain
      pursuant to the terms of a protective order.

4.   Information Requests Related to the Energy Crisis.

      Celerity performs information management services and
      assists PG&E in responding to requests for information
      from third parties and governmental entities related to
      the energy crisis.

5.   2003 General Rate Case.

      Celerity performs information management services and
      assists in managing discovery requests for PG&E in
      connection with the General Rate Case for 2003.

6.   1999 General Rate Case.

      Celerity performs information management services and
      assists in managing discovery requests for PG&E in
      connection with the Distribution Engineering Practices
      Audit related to the 1999 General Rate Case, as directed
      by the Energy Division of the CPUC.

7.   Reconciliation and Reimbursement of MLX Contracts.

      Celerity is gathering all non-automated field data from
      throughout PG&E's service territory in connection with the
      MLX contracts and creating a computerized database for
      such information, in order to facilitate the process of
      calculating, managing and tracking the potential amounts
      due under the MLX contracts.

8.   MLX Contract Review and Claims Resolution.

      Celerity performs information management services for PG&E
      in connection with the assumption and cure of the MLX
      contracts, including: (i) the organization of the data
      gathered under Project 6 described above, along with other
      MLX-related data; (ii) the calculations of amounts due for
      refund payments, project deposits and reimbursements; and
      (iii) assistance with the claims resolution process.

9.   Base Annual Revenue Calculation.

      Celerity performs information management services and
      assists PG&E in connection with the base annual revenue
      calculations required by the MLX contracts. This project
      is governed by a separate consulting agreement between
      PG&E and Celerity.

10.  Additional Projects.

      PG&E contemplates that Celerity will perform additional
      information management-type services on other projects as
      the need arises, and requests that any suck additional
      projects be covered by this Application. For example, this
      additional work may include the development of a database
      of all permits associated with PG&E's business.

As set forth in the Master Contract and the Consulting
Agreement, PG&E has agreed to the following hourly billing
rates:

         $200           for Christopher Yowell (President),
         $150           for Rachelle Yowell (Principal),
         $125 to $140   for Project Managers,
         $90 to $105    for Senior Consultants,
         $85 to $105    for IT Consultants,
         $75 to $85     for Staff Consultants,
         $40 to $55     for Document Supervisors, and
         $35 to $40     for Case Clerks.

             Payment Of Fees And Expense Reimbursement

PG&E obtained authority to compensate Celerity according to the
following procedures for interim payment and final allowance.
PG&E believes these are appropriate in light of the nature of
Celerity's role in this case.

A. Interim Payments.

    Beginning with the fees and expenses incurred for the month
    of January 2002, PG&E requests authority to pay Celerity on
    a monthly basis on an interim basis, and subject to final
    allowance by the Court provided that neither the Committee
    nor the UST, on receiving the invoice, provides PG&E with a
    written objection within seven days of transmittal.

    In the event that the UST or the committee timely objects,
    and such objection is not resolved consensually, then
    counsel for PG&E shall obtain a hearing date on such
    objection as promptly as the Court's calendar may permit.

B. Fees and Expenses Incurred Through December 31, 2001.

    Celerity has incurred $1,629,789.50 in total fees and
    expenses through December 31, 2002 in connection with its
    services performed for PG&E since September 18, 2001. PG&E
    has paid $1,625,073.25 to Celerity in connection with fees
    and expenses incurred through December 31, 2001. PG&E
    acknowledge that such fees and expenses incurred or paid
    shall be subject to final allowance by the court as set
    forth below.

C. Final Allowance.

    All fees and expenses incurred by Celerity shall be subject
    to final allowance by order of the Court at the conclusion
    of the case, upon filing of an appropriate application for
    compensation and reimbursement of expenses in accordance
    with Section 330 of the Bankruptcy Code, the Court's
    Guidelines for Compensation and Expense Reimbursement of
    Professionals and any other applicable rules or orders,
    after notice and a hearing.

D. Variances from Guidelines.

    In light of contemporaneous time records maintained by
    Celebrity on a project by project basis, PG&E and Celerity
    request approval of variances from the Guidelines in the
    form of Celerity's time records such that the task
    descriptions are general (such as "claims analysis" and
    "project management") and lack the specificity ordinarily
    required by the Court. In addition, discreet tasks such as
    telephone calls or meetings are neither described nor
    divided into separate time entries on a single day. P&E
    believes that it is appropriate for a variance to be granted
    to Celerity based on the nature of the information
    management services, and given the relatively low
    billing rates charged by Celerity, with the majority of
    Celerity's consultants billing PG&E at rates under $100 per
    hour. (Pacific Gas Bankruptcy News, Issue No. 29; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)   


PHOENIX COLOR: S&P Hatchets Rating to B over Heavy Debt Burden
--------------------------------------------------------------
Standard & Poor's downgraded the corporate credit rating of
Phoenix Color Corp. to 'B'. The rating outlook is stable.

The ratings reflect Phoenix Color Corp.'s heavy debt burden,
small cash flow base, narrow business focus, competitive market
conditions, and weak credit measures. In addition, the company's
Maryland book manufacturing business continues to generate
EBITDA losses. These factors are tempered by the company's
leading niche market position in book component manufacturing
and its longstanding relationships with a diverse group of major
book publishers.

Phoenix Color, based in Hagerstown, Maryland, is the largest
North American independent printer of book components (mainly
book jackets, paperback covers, and preprinted case covers). The
company also manufactures finished juvenile and educational
books.

Performance during 2001 was hurt by the weak economy. A
contraction in the publishing industry led to a decline in
orders of book components. In particular, reprints of general
interest books decreased significantly. Given the competitive
environment in the printing industry and the continuing economic
slowdown, Standard and Poor's expects Phoenix Color's near-term
operating results to remain under pressure, and, as a result,
the company's credit measures will remain weak.

EBITDA for 2001 was $15.5 million, a 23% decrease from the prior
year, and a result of weak book components performance offset by
higher sales of complete books manufactured. EBITDA coverage of
interest expense is less than 1.5 times and total debt to EBITDA
over 7.5x. Financial flexibility and liquidity currently seem
adequate, with approximately $4 million in revolving credit
availability, and modest maintenance capital spending. In
addition, the company's bank revolving credit availability is
subject to a borrowing base, which includes interest on the
subordinated note issue.

                         Outlook

Ratings stability reflects the expectation that Phoenix Color
will maintain its leading market position and that the company's
overall financial profile will gradually improve from current
levels.


PLASTIC SURGERY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: The Plastic Surgery Company
             509 East Montecito Street 2nd Floor
             Santa Barbara, California 93103

Bankruptcy Case No.: 02-10980

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     The Personal Image Center of Connecticut   02-10981
     TPSC of North Carolina Inc                 02-10982
     Florida Center for Cosmetic Surgery, Inc   02-10983
     Florida Center for Cosmetic Surgery
      Of West Palm Beach, Inc.                  02-10984

Type of Business: The Plastic Surgery Company acquires,
                  develops, and manages elective cosmetic and
                  laser surgery centers.

Chapter 11 Petition Date: March 29, 2002

Court: Central District of California

Judge: Robin Riblet

Debtors' Counsel: Dean G. Rallis, Esq.
                  Sulmeyer, Kupetz, Baumann & Rothman
                  300 South Grand Avenue, 14th Floor
                  Los Angeles, California 90071
                  213-626-2311

Total Assets: $17,648,809

Total Debts: $11,689,602

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Beverly Refkin              Contract                  $750,000
Florida Center for Cosmetic
Surgery
915 Middle River Drive
Fort Lauderdale, Florida
33304

Harry V. Elsenberg, M.D.    Contract                  $452,734
451 North Maitland Avenue
Maitland, Florida 32751
(407) 647-5380

Ronald & Victoria            Contract                 $244,158
Tegtmeier, M.D.

Fabian Worthing III, M.D.    Contract                 $244,569

Isis Cosmetic Surgery        Contract                 $234,142
Partners, Inc.

Stephen A. Brown, M.D.       Contract                 $206,281

George Sarlo, General        Contract                 $200,000
Partner
Walden Ventures

Stradling Yocca Carlson &    Contact                  $192,336
Rauth

Alan C. Stormo, M.D.         Contract                 $188,174

Steven Refkin                Contract                 $170,000
Florida Center for Cosmetic
Surgery

Jay David Elleby, M.D.       Contract                 $166,367    

Robert Garces                Contract                 $147,500

Richard M. Nazareth, M.D.    Contract                 $144,102

Arthur Andersen LLP          Contract                 $138,706          

Santa Barbara Bank & Trust   Bank Loan                $118,954

Edward A. Shahid, M.D.       Contract                 $105,246

Sidney L. Eisenbaum, M.D.    Contract                  $84,123

Sherman Clay                 Contract                  $80,000
Florida Center for Cosmetic
Surgery

Smith Anderson Blount        Contract                  $38,690
Dorsett   

Stiles M. Jewett, M.D.       Contract                  $48,127


PROBEX CORP: Direc. Murray Sells 160K Shares to Private Parties
---------------------------------------------------------------
Probex Corp. (AMEX: PRB), an energy technology company, said
that Thomas G. Murray, a director, has worked with the Company
to arrange three sales totaling approximately 160,000 shares of
Probex common stock, or less than 10% of his Probex ownership
interest. The sales are to an existing major shareholder and two
current Probex directors.

Probex Chairman, President and Chief Executive Officer Charles
M. Rampacek explained that: "The sales arrangements were for
personal economic reasons and allowed Mr. Murray, who is one of
the original founders of the Company and a long time board
member, to liquidate a small portion of his Probex stock
position." Rampacek further explained that: "Mr. Murray's stock
ownership has been accumulated from stock based compensation he
has received as a founder, board member and former employee over
the past 8 years."

Probex is a Dallas-based energy technology company that
specializes in the production of high quality lubricating base
oils and associated products from collected spent lubricants.
The Company's patented, environmentally beneficial ProTerrar
technology has demonstrated unparalleled advantages in the
highly economic creation of premium quality base oils capable of
meeting new motor oil standards without creation of waste by-
products. The goal of Probex is to become a world leader in the
production of premium quality lubricating base oils and
associated products from collected spent lubricants through the
timely commercialization of its ProTerra technology. For more
information about Probex, visit the company's Web site at:
http://www.probex.com

At December 31, 2001, Probex recorded a total shareholders'
equity deficit of close to $2 million.


QUALITY STORES: Completes Sale of Valu-Bilt Div. to Alamo Group
---------------------------------------------------------------
Alamo Group Inc. (NYSE:ALG) announced that effective April 5,
2002, it has completed the acquisition of the assets of Valu-
Bilt Tractor Parts, a division of Quality Stores, Inc.

This concludes the purchase agreement announced on February 20,
2002. Valu-Bilt is a provider of new, used and rebuilt tractor
parts and other agricultural parts direct to customers through
its catalogue offerings and on a wholesale basis to dealers.
Valu-Bilt is located in Des Moines, Iowa and employs
approximately 80 people. Valu-Bilt's unaudited sales for the
year ending February 2, 2002 were approximately $14.1 million.
    
The purchase price was $7.5 million in cash and is subject to
certain contractual adjustments as well as the assumption of
certain liabilities of Valu-Bilt necessary for the continuation
of the business. The transaction will be treated as a purchase
for accounting purposes and is expected to be moderately
accretive to Alamo Group's earnings for fiscal 2002.

Ron Robinson, Chief Executive Officer of Alamo Group, commented,
"We are pleased to have Valu-Bilt become part of our Company. It
will be included in our North American Agricultural Division,
where it will expand our offering of after-market agricultural
parts and be a good compliment to our Herschel-Adams group which
already serves this market."

Alamo Group is a leader in the design, manufacture, distribution
and service of high quality equipment for right-of-way
maintenance and agriculture. Our products include tractor-
mounted mowing and other vegetation maintenance equipment,
street sweepers, agricultural implements and related after
market parts and services. The Company, founded in 1969, has
over 1,650 employees and operates twelve plants in North America
and Europe as of December 2001. The corporate offices of Alamo
Group Inc. are located in Seguin, Texas and the headquarters for
the Company's European operations are located in Salford Priors,
England.


RADIANT ENERGY: Total Shareholders' Equity Deficit Tops $6 Mill.
----------------------------------------------------------------
Radiant Energy Corporation (CDNX:YRD), developer and marketer of
InfraTek(R), the innovative, patented, infrared pre-flight
deicing system for use in the aviation industry, announced it
has filed its financial statements and related Management,
Discussion and Analysis for the year ended October 31, 2001 and
January 31, 2002. Radiant further announces the signing of a
comprehensive agreement with BCC Equipment Leasing Corporation
to resolve delinquent leases and other amounts due.

At October 31, 2001, Radiant Energy Corp. reported an upside-
down balance sheet, showing a total shareholders' equity deficit
of about $6 million.

As a result of the Lease Settlement Agreement with BCC Equipment
Corporation, the Corporation reflected a one time charge to
expenses equal to $3,672,606 and recorded a long-term secured
loan with BCC equal to $4,489,263.

Due to mild weather Radiant treated fewer aircraft in the first
quarter of 2002 than in the first quarter of 2001. During the
first quarter of 2001, approximately 25% of the aircraft deiced
by Continental Airlines, Inc. were treated in the InfraTek
system. During the first quarter of 2002, Continental estimated
that over 40% of the aircraft they deiced were treated in the
InfraTek system. Since commencement of operations in Newark in
January 2000, Continental has successfully treated over 650
aircraft in the facility. To date over 1,200 aircraft have been
treated in InfraTek systems.

                 Management Cease Trading Order

After the required financial statements are filed, the Ontario
Securities Commission will review the financial statements and
then review the termination of the Management Cease Trading
Order. Normally the Ontario Securities Commission terminates a
Management Cease Trading Order two business days after the
financial statements are filed.

                   Lease Settlement Agreement

On April 3, 2002, the Company signed a Lease Settlement
Agreement with BCC Equipment. Under the terms of the agreement
all delinquent lease payments, the Stipulated Loss Value of the
leases and other amounts due were settled through the issuance
of a long-term loan equal to $4,489,263. The loan carries a
variable rate of interest equal to the U.S. prime-lending rate,
reset annually on the anniversary of the establishment of the
loan. For the first year commencing April 3, 2002, the interest
rate will be 4.75%. Under the terms of the loan, MDFC will
undertake to sell or operate the deicing facilities. The net
income from operations or the proceeds of the sale of the
systems will be applied to the principle amount of the loan
outstanding. No fixed principle payments or interest payments
are required until maturity on April 3, 2007. Principal and
interest payments during the term of the loan will be made on a
quarterly basis and will equal the sum of

     (i) 60% of gross profit of any new installations of the
Radiant De-Icing System in North America,

    (ii) 60% of gross profit of ongoing revenues from all North
American sites (excluding the Newark Facility) and

   (iii) 100% of all revenues for the Newark Facility. Revenues
from the Newark Facility and the Kalamazoo Facility will be
credited against the principal and interest due on the Loan
(applied first towards expenses, then to accrued interest, then
principal).

The Company, MDFC and the holders of the Secured Short-term
Credit Facility have agreed to enter an inter-creditor and
subordination agreement which shall reflect a pro-rata sharing
of any income or proceeds of distribution of any interests in
any patents of the Company, up to the amount of each party's
loan. The holders of the Secured Short-term Credit Facility
shall maintain a first priority lien on all other assets of the
Company.

"This agreement resolves our open issues with Boeing and allows
the Company to focus on moving forward and developing new
installations", said Bruce R. Nobles, President and CEO of
Radiant.

               Resignation of Robert D. Maier

In other news, Radiant announced that Robert Maier, Vice
President of Marketing and Sales has resigned to pursue other
opportunities. Maier was responsible for worldwide sales and
marketing efforts for the Company. He will continue to be
available to the Company on a consulting basis as required.
John Giannone, Director of North American Sales and Marketing
will continue to handle sales and marketing issues in North
America. "We are sorry to lose Bob's considerable talent on a
full time basis but we wish him well in his new
responsibilities", said Nobles.

Through its wholly owned subsidiary, Radiant Aviation Services,
Inc., the Company markets a patented, infrared deicing product -
- the InfraTek Radiant Deicing System, the only FAA-approved for
use, non-glycol based alternative to the conventional pre-flight
ground deicing process. InfraTek offers substantial savings to
airports and airlines by reducing treatment costs and the
environmental impact of glycol. The InfraTek Deicing System is
now in use at Newark International Airport and Rhinelander-
Oneida County Airport, Wisconsin.

Securities of Radiant Energy Corporation trade on the Canadian
Venture Exchange (symbol YRD). There are 14,026,665 common
shares outstanding. Boeing Capital Services Corporation holds
approximately 20% of the outstanding common shares of the
Company.


REGAL CINEMAS: S&P Rates $150MM Senior Subordinated Notes at B-
---------------------------------------------------------------
On April 4, 2002, Standard & Poor's affirmed its 'B+' credit
rating on Regal Cinemas Inc. Outlook for the said rating is
stable. It also rated the company's proposed $150 million Rule
144A senior subordinated notes due 2012 at 'B-'. The notes will
help fund Regal Cinemas' acquisition of Edwards Theatres Inc.
Debt proceeds plus approximately $125 million of existing cash
will be used to completely repay all of Edwards' debt of about
$190 million and preferred stock of $76 million.

Knoxville, Tennessee-based Regal Cinemas is the largest movie
exhibitor in the U.S. and will have roughly $725 million in
outstanding debt after the proposed offering.

The acquisition does not materially change Regal Cinemas' credit
profile. The two companies already have common ownership and
were expected to be consolidated under a common parent--Regal
Entertainment Group--along with affiliate company United Artists
Theatres Inc. Ratings already incorporated the expected
advantages that should result from the closer integration of the
three movie circuits. Benefits are expected to include the
reduction of duplicated costs, the better coordination of group
assets and capital expenditures, and increased economies of
scale. Regal Cinemas and United Artists will still be
consolidated under Regal Entertainment in the next few months.
Furthermore, Regal Entertainment still plans to raise
approximately $280 million in common equity to repay United
Artists' debt of $250 million and provide cash for operating
needs. Standard & Poor's will reassess its view of these
companies, based on management's business and financial
strategies for the new Regal Entertainment entity.

The ratings on Regal Cinemas continue to reflect its modern
theater circuit and solid profit margins, offset by a still
aggressive financial profile and the constraints on
profitability resulting from the industry's lingering oversupply
of screens.

Regal Cinemas EBITDA plus rent margins are in the low-30% area
and compare favorably with its industry peers. Edwards' margins
are lower, in the mid-to-high 20% area, but should benefit from
cost reductions and efficiencies provided by the merger.
Favorable attendance trends continue to boost the industry's
profits, although attendance fluctuates based on film quality
and prior year comparisons will remain tough in the key summer
and holiday seasons. The use of cash to partially repay Edwards'
debt will leave Regal Cinemas' financial profile and key credit
measures largely unchanged. Pro forma EBITDA plus rent coverage
of interest expense plus rent for 2001 is about 1.9 times. Pro
forma leverage on a lease-adjusted basis remains high at about
4.5x, but compares favorably to industry peers. Regal Cinemas'
$100 million line of credit remains unused and the company
appears to have adequate covenant cushion to ensure access to
liquidity.
                     
                       Outlook

The ratings incorporate the assumption that Regal Cinemas will
be able to maintain and gradually improve its credit profile
over time. The ratings will be reassessed following the
consolidation of Regal Cinemas and United Artists under Regal
Entertainment.

DebtTraders reports that Regal Cinemas Inc.'s 9.500% bonds due
2008 (REGCIN2) are quoted at a price of 18. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=REGCIN2for  
real-time bond pricing.


RELIANCE GROUP: Can't Make Form 10-K Filing on Time
---------------------------------------------------
Reliance Group Holdings, Inc. President and CEO Paul Zeller
tells the Securities and Exchange Commission that, until its
audit is complete, it will not be possible to prepare a Form 10-
K for the year ended December 31, 2001.  Due to significant
changes in RGH's operational (underwriting, claims), corporate
(systems, actuarial, financial) and organizational structure and
staffing, which occurred within the last half of 2000 and early
2001 as a result of its decision to discontinue its ongoing
insurance business and commence run-off operations, Deloitte &
Touche LLP, has been unable to complete the work necessary to
complete their audit for fiscal year 2000, Mr. Zeller explains.

RGH discloses that it expects to report a loss for the year
2001. As previously reported, as of December 31, 2000, RGH
expects to write off its investment in Reliance Insurance.  
Consequently, RGH's losses in the fourth quarter of 2001 and for
the year ended December 31, 2001 are expected to be
approximately $2.4 to $2.7 million and $25.9 to $28.5 million
respectively, reflecting primarily accrued interest on its
outstanding indebtedness and corporate overhead and not results
at Reliance Insurance. Interest on RGH's outstanding
indebtedness of approximately $6 million per month ceased to
accrue as of June 12, 2001, the date of commencement of the
Chapter 11 cases.  As previously reported, RGH has defaulted in
the payment of interest and principal on its outstanding
indebtedness.  RGH's expected losses for the 2001 fourth quarter
and year ended December 31, 2001 are expected to be
significantly lower than the losses expected to be reported for
the corresponding periods for 2000, principally because of the
inclusion in the 2000 statements of the results of Reliance
Insurance and the write-off of goodwill related to the insurance
operations, as well as higher interest expenses prior to and
significantly lower operating expenses after the commencement of
the Chapter 11 cases. (Reliance Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


RESORT AT SUMMERLIN: Asks Court to Extend Exclusivity to June 17
----------------------------------------------------------------
The Resort at Summerlin, Ltd Partnership and its debtor-
affiliate moves an order from the U.S. Bankruptcy Court for the
District of Nevada to extend Plan Filing and Solicitation
Exclusivity Periods. The Debtors wants their exclusive right to
file a plan of reorganization to run through June 17, 2002 and
their exclusive right to solicit acceptances of the plan through
August 16, 2002. A hearing on the motion is currently scheduled
for April 16, 2002.

The Debtors believe that it is meaningless that other parties be
allowed to file competing plans, which do nothing than
distribute any remaining assets of the estates. The Debtor
points out that there is no need to rush to confirm a plan of
reorganization at this stage. The sale transaction, they add,
provides a distribution mechanic for all of the sale proceeds.

The Resort at Summerlin Limited Partnership owns and operates
the Regent Las Vegas, a Mediterranean-style luxury hotel, casino
and spa complex. The Company filed for chapter 11 protection on
November 21, 2000. Eric J. Schreiner, Esq. and Eve H. Karasik,
Esq. represent the Debtors in their restructuring efforts.


S.C. JOHNSON: S&P Assigns BB- Credit Rating with Stable Outlook
---------------------------------------------------------------
Standard & Poor's on April 3, 2002, assigned a 'BB-' corporate
credit rating to S.C. Johnson Commercial Markets Inc. (to be
renamed JohnsonDiversey Inc.). Outlook for the said rating is
stable. Standard & Poor's also rated the company's proposed $500
million senior subordinated notes due 2012 (to be sold under
Rule 144A with registration rights) and the company's $1.2
billion senior secured bank loan facilities.

Proceeds of the notes offering and bank facilities will be used
to fund the $1.6 billion acquisition of the DiverseyLever
business of Unilever PLC. Unilever will receive a one-third
equity stake in the combined business and will receive
approximately $262 million in payment-in-kind (PIK) senior
discount notes issued by the company's parent, Johnson
Professional Holdings Inc. Pro forma for the transaction, the
company will report about $1.4 billion in debt (excluding the
PIK notes).

The ratings on S.C. Johnson Commercial Markets recognize the
company's enhanced position with the acquisition of
DiverseyLever, relatively stable profitability and cash flow,
and management's commitment to reduce debt.

Sturtevant, Wisconsin-based S.C. Johnson Commercial Markets,
with pro forma revenues of nearly $2.6 billion, is a leading
global manufacturer and marketer of cleaning and hygiene
products and related services for the institutional and
industrial cleaning market.

S.C. Johnson Commercial Markets will become the second-largest
player in a still-fragmented market approaching $19 billion,
trailing only the industry leader, Ecolab Inc. The institutional
and industrial cleaning market is relatively stable, and
benefits from the trends toward greater government food/safety
regulations, operating efficiency, and customer demands for
cleanliness. Still, an economic slowdown presents business
challenges, especially in the food and lodging sectors.

The union between DiverseyLever and S.C. Johnson Commercial
Markets is complementary: DiverseyLever's broad capabilities
will add significant market presence to S.C. Johnson Commercial
Markets' strong position in floor care and janitorial services.
The firm will benefit from a significant international presence
with leading market shares in most geographic regions.
Importantly, the new entity should become a more formidable
competitor in the industry by offering a full range of products
and related services across most geographies, which appeals to
customers with multiple locations who value a consistent product
and service offering. A challenge for the company will be the
integration of DiverseyLever's distribution method, which is
weighted towards direct sales, with S.C. Johnson Commercial
Markets' strong relationship with independent distributors. The
opportunity to realize significant cost synergies should enable
the company to improve operating margins (before depreciation
and amortization) to at least 15% from about 12%.

Pro forma for the transaction, the firm will be highly
leveraged, with a debt to EBITDA ratio of about 5.3 times,
including PIK discount notes held by Unilever (4.5x excluding
PIK notes). Cash flow protection is weak for the ratings, with
EBITDA interest coverage near 2.2x (EBITDA cash interest
coverage is about 2.6x). Funds from operations (FFO) as a
percent of total debt is in the low teens percentage area.
Stable profitability should support good cash flow generation.
The firm's ability to internally fund moderate working capital
needs and elevated capital investment requirements in the early
years supports credit quality. Standard & Poor's expects
management to apply free cash flow to debt reduction, so that
FFO/debt improves to the mid teens percentage area and EBITDA
interest coverage exceeds 2.5x. Ample availability under the
revolving credit facility provides liquidity. The absence of
cash interest requirements on the PIK notes for the first five
years aids financial flexibility. Ratings recognize that the
company will have the right to purchase Unilever's equity stake
and to repay the PIK notes after a five-year holding period, but
that this would be accomplished in a manner that preserves
credit quality.

The secured bank loan facility rating is the same as the
corporate credit rating, based on preliminary terms and
conditions. The credit facilities consist of a $200 million
revolving credit facility maturing 2008; a $100 million
revolving credit facility available in Japanese yen maturing in
2008; a $250 million term loan A maturing 2008; and a $650
million term loan B maturing 2009. Borrowings under the
facilities are guaranteed by Johnson Professional Holdings and
substantially all U.S. subsidiaries. Borrowings by the company's
Japanese and European subsidiaries are additionally guaranteed
by the company and certain foreign subsidiaries. Borrowings by
S.C. Johnson Commercial Markets are secured by the stock and
substantially all assets of the company, and 65% of the stock of
first-tier foreign subsidiaries. This collateral should provide
some measure of protection to lenders, who benefit from a decent
subordinate cushion and can expect to recover more than a
typical unsecured creditor in the event of default or
bankruptcy, based on Standard & Poor's simulated default
scenario. However, it is not clear that a distressed enterprise
value would be sufficient to cover the entire loan facilities.

                           Outlook

Leading market shares and relatively stable profitability and
cash flow generation should enable management to improve cash
flow protection and leverage statistics during the next few
years. Standard & Poor's expects free cash flow to be dedicated
primarily to debt reduction.


SALOMON BROS: Fitch Drops Class B4 Notes Rating to Default Level
----------------------------------------------------------------
Fitch Ratings lowers its ratings of the following Salomon
Brothers Mortgage Securities VII, Inc.

Salomon Brothers 1997 Hud-2, class B3 ($16,129,896 outstanding),
rated 'BBB' remains on Rating Watch Negative.

Salomon Brothers 1997 Hud-2, class B4 ($10,642,934 outstanding),
rated 'CCC' is downgraded to 'D'.

The action is the result of a review of the level of losses
incurred to date and the current high delinquencies relative to
the applicable credit support levels. As of the March 25, 2002
distribution:

Salomon Brothers 1997 Hud-2 remittance information indicates
that 17.24% of the pool is over 90 days delinquent and
cumulative losses are over $35 million or more than 8% of the
initial pool. Class B3 currently has 5.94% of credit support,
and Class B4 currently has 0% of credit support remaining.


SUPERIOR TELECOM: S&P Affirms Low-B's After Credit Pact Revision
----------------------------------------------------------------
On April 4, 2002, Standard & Poor's affirmed its 'B-' corporate
credit rating on Superior Telecom Inc. The affirmation followed
the company's announcement that it had received amendments to
its existing credit agreements. Rating outlook is negative.

In December 2001, Superior Telecom received a deferral of the
2002 cash interest payments on its subordinated debt, which will
become pay-in-kind (PIK) for 2002, resuming cash payments in
2003. Also, in March 2002, Superior Telecom received a deferral
of the $20 million March 31, 2002, senior debt principal payment
until January 31, 2003. Neither case was viewed by Standard &
Poor's to be an event of default. The deferral and PIK of the
subordinated debt interest was in exchange for a higher interest
rate on the debt (which went from LIBOR-plus-5% to LIBOR- plus-
5% to 12%). In essence, the subordinated debt holders have
received fair value in exchange for the PIK. Also, the deferral
of the senior debt amortization was at the behest of the senior
lenders, not at Superior Telecom's request, which would have
been deemed coercive and thus an event of default. Furthermore,
in consideration of its affirmation, Standard & Poor's'
recognizes Superior Telecom's current liquidity situation was
sufficient to have met both payments if necessary.

Superior Telecom Inc.'s business position benefits from its
substantial market share in a broad line of copper wire and
cable products, and diversified manufacturing and distribution
facilities. However, the ratings also reflect the company's very
aggressive debt leverage, burdensome debt amortization schedules
and exposure to difficult industry conditions in its end
markets. The ratings also reflect consideration of potential
asset sales to improve the company's capital structure and
amortization schedule. Superior operates in the communication,
building (electrical) wire, and original equipment (magnet) wire
(OEM) businesses. Due to industry consolidation in some of these
business segments over the years, the top three or four
producers control the majority of production lending to supply
side stability. In addition, Superior benefits from numerous
manufacturing and distribution facilities, allowing the company
flexibility of operations while reducing the risk of
disruptions. Nevertheless, weak underlying conditions over the
last few years in its OEM and electrical wiring businesses, and
more recently its communications business, which has been
affected by reduced spending from the major telephone companies,
has resulted in poor financial performance. The recession has
been instrumental in the deterioration of Superior's OEM's
business, which is directly tied to various industrial markets
such as automotive, appliance/tools, and industrial equipment.
Also, despite relatively consistent demand from the commercial
building and residential construction market, the company's
electrical group, continues to be plagued by excess industry
supply that has affected wire prices.

Following its $936 million acquisition of Essex International
Inc. in October 1998, total debt of $1.2 billion, has remained
at very aggressive levels. Indeed, total debt to EBITDA for the
fiscal year ending December 31, 2001 was a lofty 7.3x with total
debt to total capital at 83%. EBITDA for fiscal year 2001, has
fallen precipitously to $165 million from $260 million during
the same period in 1999. Consequently, EBITDA to interest was a
weak 1.5x. In light of the expected continuation of weak market
conditions, Standard & Poor's expects the company's cash flow
measures to remain at or near at current levels for the medium
term. The recently amended bank covenant that stipulated
Superior complete an asset sale and make a $175 million payment
by January 2, 2003, has been waived. Nevertheless, without
improvement in industry fundamentals, the company's debt
amortization schedule will continue to absorb its cash flow and
available liquidity over the near to medium term. Absent asset
sales and a continuation of depressed industry conditions,
available liquidity and cash flow generation may be insufficient
to meet scheduled significant bank principal repayments in 2003,
possibly leading to a restructuring of these payments. Standard
& Poor's would deem an inability to meet such payments or a
restructuring of these payments as coercive and tantamount to a
default.

                            Outlook

The ratings could be lowered if business conditions remain weak
and there is further reduction in the company's financial
flexibility.


TENNECO AUTOMOTIVE: Paul Schultz Named Sr. VP Effective April 15
----------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) announced the appointment of Paul
Schultz as senior vice president, global supply chain
management, effective April 15, 2002.  Schultz will be
responsible for the company's worldwide purchasing, logistics
and material management functions and Tenneco Automotive's Six
Sigma program.

Schultz will serve on the company's senior management team and
report directly to Mark P. Frissora, chairman and CEO.

"I am very pleased to welcome Paul Schultz to the Tenneco
Automotive team and look forward to his leadership in
implementing world class practices for global supply chain
management," Frissora said.  "We are focused on leveraging
synergies throughout our supply chain to reduce our costs and
working capital as well as optimize our global distribution
footprint.  I am confident that Paul's outstanding supply chain
expertise will help move us toward our goals of long-term debt
reduction and profitable growth."

Mr. Schultz joins Tenneco Automotive from Ingersoll-Rand, where
he most recently served as a vice president, supply chain
management.  He previously served as vice-president,
manufacturing operations, having joined in 1998 as vice
president, strategic sourcing.  He also introduced and led Six
Sigma at Ingersoll-Rand.  Prior to joining Ingersoll-Rand, Paul
Schultz had a 25-year career with AlliedSignal, most recently
serving as corporate director, global commodity management.

Tenneco Automotive is a $3.4 billion manufacturing company with
headquarters in Lake Forest, Illinois and 21,600 employees
worldwide.  Tenneco Automotive is one of the world's largest
producers and marketers of ride control and exhaust systems and
products, which are sold under the Monroe(R) and Walker(R)
global brand names.  Among its products are Sensa-Trac(R) and
Monroe(R) Reflex(TM) shocks and struts, Rancho(R) shock
absorbers, Walker(R) Quiet-Flow(TM) mufflers and DynoMax(R)
performance exhaust products, and Monroe(R) Clevite(TM)
vibration control components.


TENNECO AUTOMOTIVE: S&P Cuts Rating to B Over Hefty Debt Burden
---------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on exhaust
systems and ride control products manufacturer Tenneco
Automotive Inc. to single-'B' from single-'B'-plus due to the
company's continuing poor operating performance and high debt
levels.

The outlook is negative. About $1.5 billion in debt is
outstanding at the Lake Forest, Illinois-based company.

"Despite extensive restructuring actions underway at the
company, intermediate term credit protection measures will
likely remain below levels factored into previous ratings, while
the debt burden will remain substantial," said Standard & Poor's
analyst Lisa Jenkins.

Tenneco has faced significant challenges in both original
equipment and aftermarket segments of the automotive industry in
recent years, and this has led to significant profit pressures
for the company. Onerous debt service requirements have
exacerbated earnings and cash flow pressures. Debt to EBITDA
(adjusted to exclude restructuring and special charges and to
include operating leases and accounts receivable sales) is
currently about 5.5 times, which is aggressive given the
challenging markets in which the company competes.

Tenneco has been restructuring operations for the past several
years to improve operating performance. While Tenneco is
expected to benefit over time from all of its restructuring
activities, near-term cash costs and significant operational
changes will be offsets.

Tenneco recently renegotiated its bank lines to ease covenants.
As a result, it is not expected to face liquidity pressures over
the near term. Over the intermediate term, adjusted debt to
EBITDA is expected to improve to the 4.5x-5.0x range.

Should industry pressures or operating challenges prevent the
expected improvement in credit protection measures or lead to
liquidity or covenant compliance issues, the ratings are likely
to be lowered.

DebtTraders reports that Tenneco Automotive Inc.'s 11.625% bonds
due 2009 (TENCO1) are quoted at a price of 78.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=TENCO1for  
real-time bond pricing.


TRITON NETWORK: Completes Sale of Broadband Modem Operations
------------------------------------------------------------
On March 15, 2002, Triton Network Systems, Inc. completed a sale
of its broadband modem operation located in Encinitas,
California to Carriercomm, Inc., a wholly-owned subsidiary of
Moseley Associates. Carriercomm acquired all the assets and
assumed certain liabilities of the broadband modem operation,
including facility and equipment leases and certain employment
severance obligations. The Company received $103,000 in cash and
may receive contingent consideration (up to approximately
$250,000) depending on future deliveries of modem chips under an
existing customer contract.

Additionally, the Company conditionally sold its radio
intellectual property and a number of radios to Carriercomm for
$100,000 in cash, payable in thirty days. Until June 15, 2002,
Carriercomm has a right to return the radio intellectual
property and radios and the Company would have to return the
related cash proceeds.

The consideration was negotiated in light of current market
conditions in the broadband telecommunications sector, previous
failed attempts to sell the assets of the Company and the
broadband modem operation, and the value to the Company of the
assumption of its liabilities by Carriercomm, including the
avoidance of the costs associated with the closing the broadband
modem operation and the Encinitas, California facility.

The sale of these assets has been conducted pursuant to the
Company's Plan of Complete Liquidation and Dissolution, as
amended, that was approved by the Company's stockholders on
October 29, 2001.


WARNACO GROUP: Selling Murfreesboro Assets to TIP for $2.1MM
------------------------------------------------------------
The Warnaco Group, Inc., and its debtor-affiliates seek the
Court's authority to sell certain real property located at 1203-
1209 Park Avenue in Murfreesboro, Tennessee, free and clear of
all liens, claims and encumbrances, to Tennessee Industrial
Properties, LLC for $2,150,000, subject to any higher or better
offers.

J. Ronald Trost, Esq., at Sidley, Austin, Brown & Wood, LLP, in
New York, relates that the property consists of 4 buildings with
a gross area of approximately 234,000 square feet, located on
about 17.3 acres of land.  Until February 2001, the Debtors
utilized the Property as a distribution facility for women's
intimate apparel.

Mr. Trost reports that Colliers Turley Martin Tucker and Keen
Realty, LLC have been marketing the Property to potential buyers
since December 2000.  About 15 parties physically inspected the
property, seven of which submitted offers to buy. After
evaluating the offers, the Debtors and Keen concluded that the
$2,150,000 offer of Tennessee Industrial is the highest and best
offer available.

Accordingly, on March 27, 2002, the Debtors and Tennessee
Industrial entered into a Purchase and Sale Agreement where
Tennessee Industrial agreed to pay $2,150,000 for the Property.
Tennessee Industrial has already deposited an Earnest Money
Deposit equal to $215,000 with the Escrow Agent while Tennessee
Industrial will pay the remaining balance of the purchase price
at the closing of the Sale Agreement.

To ensure that the Debtors obtain the maximum value of the
property, Mr. Trost says that interested parties are still
welcome to overbid the Tennessee Industrial offer as long as
they follow these procedures:

    (a) offers will be made in a form of a signed letter
        describing such offer by 12:00 noon of April 12, 2002,
        delivered to the Debtors' counsel, with copies to the:

        -- Pre-petition Debt Coordinators' counsel,

        -- counsel to the agent for the Post-petition Lenders,
           and

        -- counsel to Official Committee of Unsecured Creditors;

    (b) All Bids will be irrevocable until the earlier of:

        -- the consummation of the sale of the Property, and

        -- 11:59 p.m. on the 13th day after the entry of the
           Sale Order;

    (c) All Bids must:

        -- be on the same terms and conditions as set forth in
           the Sale Agreement except for the price;

        -- include such prospective bidder's certified financial
           statements for the preceding two years;

        -- be accompanied by a good faith deposit in the amount
           of at least 10% of the Bid in cash, or certified or
           cashier's check payable to the Escrow Agent, which
           Earnest Money Deposit is subject to the jurisdiction
           of the Bankruptcy Court, and if cash, will be
           maintained by the Escrow Agent in a segregated
           interest-bearing account, and will be delivered by
           the Escrow Agent to:

           (1) the Debtors in the event that the sale of the
               Property is consummated with such bidder,

           (2) the Debtors in the event the bidder submits the
               Accepted Offer as approved by the Court but fails
               to consummate the purchase as a result of such
               bidder's breach of the terms and conditions of
               such bidder's Bid, or

           (3) such bidder as soon as practicable after the
               earlier of the consummation of the sale of the
               Property to a bidder submitting a higher and
               better bid and 11:59 p.m. on the 13th day after
               the entry of the Sale order approving the sale of
               the Property to a party submitting a higher and
               better bid; and

        -- not be contingent on any due diligence, or
           satisfaction of any other condition precedent, which
           has not been completed or satisfied prior to the
           conclusion of the Auction. Upon receipt of any offer
           that satisfies, in the sole discretion of the Debtors
           and their counsel, the required terms and conditions
           set forth in the preceding subparagraphs, the Debtors
           in their discretion may communicate with such bidders
           before the auction, and such alternative bidders
           shall provide to the Debtors on the next business day
           after the Debtors' request therefore any information
           reasonably requested by the Debtors in connection
           with the Debtors' evaluation of such Qualifying
           Offer;

    (d) Upon receipt of any Bid that satisfies, in the sole
        opinion of the Debtors and their counsel, the required
        terms and conditions set forth in the preceding
        subparagraphs (a) (b) and (c), the Debtors in their
        discretion may communicate with such bidder before the
        Auction, and such alternative bidder will provide to the
        Debtors on the next business day after the Debtors'
        request for any information reasonably requested by the
        Debtors in connection with the Debtors' evaluation of
        such Qualifying Offer;

    (e) Upon receipt of one or more Qualifying Offers, the
        Auction will be held at the offices of the Debtors'
        counsel on Monday, April 15, 2002. Potential bidders
        that have submitted Qualifying Offers may also
        participate in the Auction by telephone. If no Qualified
        Offers are received, then Tennessee Industrial may be
        confirmed as the highest and best bidder for the
        Property in accordance with the Sale Agreement, and the
        Debtors will request that Tennessee Industrial's offer
        made pursuant to the Sale Agreement be confirmed as the
        highest and best offer and approved by the Court at the
        final hearing on April 18, 2002;

    (f) The opening Bid at the Auction will be deemed to be the
        Bid by Tennessee Industrial, and containing the
        identical terms and conditions upon which Tennessee
        Industrial has agreed to purchase the Property pursuant
        to the Sale Agreement, including without limitation, the
        initial Purchase Price of $2,150,000;

    (g) The first Bid after the Opening Bid will be at least
        $100,000 greater than the Opening Bid and all subsequent
        overbids shall be in increments of $25,000;

    (h) After the Sale Hearing, the Debtors will request that
        the Court enter an order confirming and approving the
        sale of the Property to the bidder submitting the
        highest and best bid for the Property. The Sale Order
        must set forth the terms and conditions of the highest
        and best offer of the property and shall approve the
        Accepted Offer and authorize the Debtors and the Escrow
        Agent to proceed to consummate the sale to the
        Successful Bidder in accordance with the Accepted Offer.
        The Escrow Agent will continue to hold the Earnest Money
        Deposit from the other bidders until the sale of the
        Property is consummated with the Successful Bidder. If
        the Successful Bidder does not consummate the sale, the
        Earnest Money Deposit will be deemed automatically
        forfeited, and the Debtors may consummate the sale of
        the Property to the next highest bidder, provided,
        however, that the Successful Bidder may extend such
        deadline by mutual agreement;

    (i) In the event that:

        -- the Auction is held,

        -- the execution of the Sale Agreement is approved by
           the Official Committee of Unsecured Creditors, the
           Debt Coordinators for the pre-petition banks, the
           Debtors' post-petition secured lenders, and approved
           by Order of the Bankrupt,

        -- the Successful Bidder at the Auction is not Tennessee
           Industrial,

        -- the Bankruptcy Court enters the Sale Order approving
           the sale of the property to such Successful Bidder,
           and

        -- such sale is consummated,

        then the Debtors pay, or cause to be paid, to
        Tennessee Industrial a termination fee of $60,000.
        Tennessee Industrial is be paid the Termination Fee at
        the time of consummation of the sale of the property to
        the Successful Bidder.

Mr. Trost asserts that the Sale should be approved under Section
363(b) of the Bankruptcy Code as the best offer received would
enable the Debtors to obtain the realizable value of the
Property and avoid the expense of further upkeep and
maintenance.

Also, Mr. Trost contends that the Sale of the Property to be
free and clear of any liens, claims and encumbrances is
permitted by Sections 363(f) of the Bankruptcy Code as provided:

         "The Trustee may sell property under subsection (b) or
         (c) of this section free and clear of any interest in
         such property of an entity other than the estate, only
         if:

         (1) applicable non-bankruptcy law permits sale of such
             property free and clear of such interest;

         (2) such entity consents;

         (3) such interest is a lien and the price at which such
             property is to be sold is greater than the
             aggregate value of all liens on the property;

         (4) such interest is in bona fide dispute; or

         (5) such entity could be compelled, in a legal or
             equitable proceeding, to accept a money
             satisfaction of such interest."

The Debtors anticipate that the requirement of Section 363(f)(2)
will be met when both the Post-petition Lenders and the Pre-
petition Lenders will consent to the sale of the property,
either on the terms negotiated with Tennessee Industrial or on
such superior terms as may be submitted and confirmed as a
higher and better offer at the Sale Hearing. (Warnaco Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
609/392-0900)  


WHEELING-PITTSBURGH: Expects $172.2MM Net Loss for Fiscal 2001
--------------------------------------------------------------
Wheeling-Pittsburgh Corporation's Executive Vice President & CFO
Paul J. Mooney tells the SEC that the Company can't submit its
annual report for fiscal 2001 on time "without unreasonable
effort or expense due to delays in gathering information for
inclusion in the report associated therewith."  WPC offers no
explanation or facts supporting that conclusion.

Mr. Mooney indicates that WPC anticipates reporting that its
operating loss increased from $86.5 million in 2000 to an
operating loss of $164.3 million in 2001.  The Company projects
a net loss of $172.2 million in 2001 -- less than the net loss
of $218.2 million in the year 2000.

WPC hasn't filed a quarterly or annual report with the SEC since
delivery of its Form 10-Q for the quarter ended September 30,
2000, on November 20, 2000. (Wheeling-Pittsburgh Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc.,
609/392-0900)  


XEROX CORP: Canada Unit May Need to Restate Financial Reports
-------------------------------------------------------------
Xerox Canada Inc. has begun a process to determine whether
restatements of its financial reports are required following
a previously announced agreement in principle reached by its
controlling shareholder, Xerox Corporation (NYSE: XRX), and the
Division of Enforcement of the U.S. Securities and Exchange
Commission.

The agreement in principle, subject to approval of the
Commission, calls for a restatement of Xerox Corporation's
financials for the years 1997 through 2000 as well as an
adjustment of previously announced 2001 results. Xerox said
that the restatement will primarily reflect adjustments in the
timing and allocation of lease revenue recognition and could
involve a reallocation of equipment sales revenue.

The resulting timing and allocation adjustments cannot be
estimated until the restatement process has been completed. In
any event, there will be no impact on the cash that has been
received or is contractually due to be received from these
leases. Furthermore, the monetary value of the leases does
not change.

Additional details related to the Xerox Corporation agreement in
principle are available at http://www.xerox.com/news.

For additional information about The Document Company Xerox,
please visit the company's Web site at
http://www.xerox.com/investor.

XEROX(R), The Document Company(R) and the digital X(R) are
trademarks of XEROX CORPORATION. Xerox Canada is a licensee of
the marks.

DebtTraders reports that Xerox Corporation's 8.00% bonds due
2027 (XEROX25X) are trading between 57 and 59. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEROX25Xfor  
real-time bond pricing.

                          *********

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

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

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

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

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

                          *********

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

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

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

This material is copyrighted and any commercial use, resale or
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