TCR_Public/020410.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 10, 2002, Vol. 6, No. 70     

                          Headlines

360NETWORKS: Lease Decision Time Extended Until Today's Hearing
ANC RENTAL: Has Until July 11 to File Chapter 11 Plan
ADELPHIA BUSINESS: Will Continue Use of Cash Management System
ADELPHIA COMMS: Intends to Pay Dividend on 5.5% Conv. Preferreds
ADELPHIA COMMS: Impact of Units' Co-Borrowings Concerns S&P

ADVANCED GAMING: Considering Dissolution as Capital Runs Dry
ALLIS-CHALMERS: Jens H. Mortensen Discloses 7.2% Equity Stake
AMERICAN CELLULAR: S&P Junks Rating over Likely Covenant Breach
AMERICAN COMMERCIAL: Net Loss for 2001 Narrows to $3.7 Million
AMRESCO: Will Pay Final Liquidating Distribution by Month-End

ARMSTRONG HOLDINGS: Trafelet Gains Okay to Hire Young Conaway
ARTHUR D. LITTLE: Charles River Pitches $7MM+ Bid for Assets
BCE TELEGLOBE: Undertakes Review of All Strategic Alternatives
BEAZER HOMES: S&P Ratchets Corporate Credit Rating Up a Notch
BETHLEHEM STEEL: Eramet Seeks Stay Relief to Enforce Alloys Pact

BOX USA: Weak Performance Spurs S&P to Affirm B Credit Rating
CALL-NET ENTERPRISES: Ontario Court Approves Plan of Arrangement
CARAUSTAR INDUSTRIES: S&P Cuts Corporate Credit Rating to BB
COMDISCO INC: Gets Approval to Form Joint Fee Review Committee
COMDISCO: Selling IT Leasing Assets in Australia and New Zealand

COVANTA ENERGY: Brings-In Loughlin Meghji as Business Advisors
DOBSON COMMS: S&P Affirms B+ Rating After Family Loan Resolution
EAGLE AUTOMOTIVE: Sells Certain Assets to Keystone Automotive
ENRON: Metals Debtor Seeks OK of Asset Purchase Pact with Sempra
EVERCOM INC: S&P Ratchets Junk Credit Rating Down Another Notch

EXODUS COMM: U.S. Trustee Says Alvarez' Retention as 'Overkill'
FEDERAL-MOGUL: Committee Questioning Bank Lenders' Liens
FOAMEX INT'L: Appoints Dennis Belcher to Board of Directors
FRUIT OF THE LOOM: BNY's Claims Allowed for Voting Purposes
GAINSCO INC: Expects to Commence Trading on OTCBB Soon

GALEY & LORD: Committee Retains Dewey Ballantine as Counsel
GLOBAL CROSSING: June 20 Set as Deadline for Submitting Bids
GRAHAM PACKAGING: Posts Improved Sales Performance for FY 2001
HAYES LEMMERZ: Court Fixes May 14 Bar Date for Proofs of Claim
ICG COMMS: Judge Walsh Approves 2nd Amended Disclosure Statement

JAMCO INTERNATIONAL: Case Summary & Largest Unsecured Creditors
JONES MEDIA NETWORKS: Explores Alternatives to Improve Liquidity
KAISER ALUMINUM: Wins Approval to Pay Center Employees' Claims
KASPER A.S.L: Expects Full-Year 2001 Net Loss to Top $77 Million
KMART CORP: Wants Approval of Surety-Related Claims Settlement

KMART CORP: Bankruptcy Filing Fuels US CMBS Downgrades, S&P Says
KMART: Agrees to an Orderly Shutdown of Penske Service Centers
LTV: Steel Unit Wants to Reimburse Almono Due Diligence Expenses
MARINER POST-ACUTE: Resolves Disputes with Kelett Entities
MCLEODUSA INC: Committee Gets OK to Hire Morris as Co-Counsel

NATIONAL STEEL: U.S. Trustee Balks At Lazard's Engagement Terms
NATIONSRENT: Gets OK to Continue Strategic Alliance with Lowe's
NEW WORLD RESTAURANT: S&P Places B- Credit Rating On Watch Neg.
NTEX INC: Completes Reorganization of Camtx Subsidiary
PACIFIC GAS: Gains Okay to Assume Main Line Extension Contracts

PELORUS: Signs-Up Jennings Capital to Review Refinancing Options
PENN SPECIALTY: Asks to Stretch Plan Exclusivity Through July 8
PENSKE AUTO: Ceases Service Ctr. Operations at 563 Kmart Stores
PRANDIUM: Soliciting Noteholders on Prepackaged Chapter 11 Plan
PRECISION SPECIALTY: Taps Collier Shannon as Litigation Counsel

PRIME GROUP: Shareholders' Group Seeks Ouster of Board Chairman
PRINTING ARTS: Delaware Court Sets May 15, 2002 Claims Bar Date
RELIANCE GROUP: PBGC Assumes RIC's Underfunded Pension Plan
SENSE TECHNOLOGIES: Hendrick Steps Down from Board of Directors
SERVICE MERCHANDISE: Graco Settles for 1/1,000th of What We Said

SPESCOM SOFTWARE: Initiates Plan to Achieve Break-Even Cash Flow
STARWOOD HOTELS: Names Ernst & Young to Replace Arthur Andersen
STARWOOD HOTELS: Plans $1BB Senior Debt Private Offering
STARWOOD HOTELS: Fitch Rates Proposed $1BB Senior Notes at BB+
TRI-NATIONAL: Wrangles with Senior Care Re Mexican Properties

USG CORP: PD Committee Taps Hilsoft Notifications as Consultants
VALLEY MEDIA: Court Approves Morris Nichols as Debtor's Counsel
VANGUARD AIRLINES: Dec. 31 Balance Sheet Upside-Down by $29MM
WARNACO GROUP: Pushing for Third Extension of Exclusive Periods
WHEELING-PITTSBURGH: Seeks Approval of Pittsburgh Logistics Pact

* Meetings, Conferences and Seminars

                          *********

360NETWORKS: Lease Decision Time Extended Until Today's Hearing
---------------------------------------------------------------
Judge Gropper grants 360networks inc., and its debtor-affiliates
a bridge extension of the time to assume or reject certain of
their unexpired nonresidential real property leases until the
hearing on April 10, 2002 at 10:00 a.m. (360 Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


ANC RENTAL: Has Until July 11 to File Chapter 11 Plan
-----------------------------------------------------
Judge Mary Walrath extends the period in which ANC Rental
Corporation, and its debtor-affiliates have the exclusive right
to file a Chapter 11 plan to and including July 11, 2002.

The deadline is extended without prejudice to the Debtors'
rights to seek further extension of the Exclusivity Period which
is subject to the right of the Lehman Brothers, Inc., to move
for termination of the Exclusivity Period prior to the
expiration of the 120 day extension.

Judge Walrath also moves the Debtors' exclusive period during
which to solicit acceptances of its plan to and including
September 9, 2002. (ANC Rental Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA BUSINESS: Will Continue Use of Cash Management System
--------------------------------------------------------------
Adelphia Business Solutions, Inc., and its debtor-affiliates
obtained authorization from the Court to continue using their
centralized cash management system.

According to Harvey R. Miller, Esq., at Weil Gotshal & Manges
LLP in New York, in the ordinary course of business and prior to
the Commencement Date, the Debtors used a centralized cash
management system similar to those utilized by other major
corporate enterprises. The Debtors' cash management system is
designed to efficiently collect, transfer, and disburse funds
generated through the Debtors' operations and to record
accurately the collections, transfers, and disbursements as they
are made.

Specifically, under the Debtors' cash management system, Mr.
Miller explains that funds received from customers are
transferred into a wholesale lock box at First Union Bank.
Thereafter, the funds are designated for the appropriate
business unit and are transferred to separate receipt accounts
corresponding to the appropriate business unit, each of which
maintains its own Receipt Account. None of the subsidiaries
under the PECO and York business units are Debtors in these
Chapter 11 cases. The Debtors, however, are able to allocate
accurately revenues and expenses to each business unit and,
therefore, no Debtor's revenues are used to fund the operations
or pay the expenses of any non-Debtor affiliate.

Mr. Miller adds that the Debtors also maintain a separate
disbursement account for each of their business units
corresponding to the Receipt Accounts. Disbursements to fund the
ongoing operations of the Debtors, including payroll,
contributions to employees' 401k plans, operating expenses, and
other expenses, are made from the Disbursement Accounts.

Mr. Miller tells the Court that the Debtors' cash management
system constitutes an ordinary course, essential business
practice. The cash management system provides significant
benefits to the Debtors including the ability to:

A. control corporate funds,

B. ensure the maximum availability of funds when necessary, and

C. reduce administrative expenses by facilitating the movement
   of funds and the development of timely and accurate account
   balance information. (Adelphia Bankruptcy News, Issue No. 2;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Intends to Pay Dividend on 5.5% Conv. Preferreds
----------------------------------------------------------------
Adelphia Communications Corporation (Nasdaq: ADLAC) announced
that it has declared a quarterly dividend on its 5-1/2% Series D
Convertible Preferred Stock (liquidation preference $200 per
share).  The dividend will be payable in cash on May 1, 2002, to
holders of record on April 15, 2002, at a quarterly rate of
1.375% ($2.75) for each share of outstanding Convertible
Preferred Stock.

Dividends on the Convertible Preferred Stock are payable
quarterly on each May 1, August 1, November 1 and February 1.  
Adelphia's Board of Directors has established the 15th of the
preceding month (April 15, July 15, October 15 and January 15)
as the record date for all subsequent dividend payments.  
Adelphia is the sixth largest cable television operator in the
United States.


ADELPHIA COMMS: Impact of Units' Co-Borrowings Concerns S&P
-----------------------------------------------------------
The ratings on cable television operator Adelphia Communications
Corp. and related entities were lowered on April 8, 2002.
Corporate credit rating was downgraded to 'B'. The CreditWatch
implications were also revised to developing at that time. These
actions were based on Standard & Poor's concerns regarding the
impact of co-borrowings by Adelphia subsidiaries and certain
companies owned by the Rigas Family (managed entities). The
developing CreditWatch indicates that the ratings may be raised
or lowered.

Coudersport, Pennsylvania-based Adelphia has disclosed that the
managed entities had outstanding borrowings of almost $2.3
billion at December 31, 2001. While guaranteed by Adelphia, this
debt is not consolidated on Adelphia's balance sheet.

The downgrade reflects Standard & Poor's assessment that the
off-balance-sheet debt issue has materially weakened the
company's overall financial profile. While analytical
consolidation of the off-balance-sheet debt would result in
limited weakening of financial parameters, given investor
reaction to the disclosures, Standard & Poor's views Adelphia's
financial flexibility to be severely impaired, at least for the
near term.

There have been a number of developments related to the
disclosure of the magnitude of the co-borrowings: Adelphia has
requested an extension in filing its 10K to allow it and its
auditors time to review certain accounting matters related to
the co-borrowings; the SEC commenced an informal inquiry into
the co-borrowing agreements; a number of lawsuits related to the
matter have been filed; and the company has retained investment
advisors to explore possible asset sales and other options to
reduce debt.

Adelphia has not yet publicly disclosed the current amount of
the off-balance-sheet debt. However, if the $2.3 billion balance
at year-end 2001 increases materially during 2002, Standard &
Poor's has concerns that a parent debt covenant limiting
indebtedness to no more than 8.75 times annualized pro forma
EBITDA, could be increasingly difficult to meet. Adelphia
management has indicated to Standard & Poor's that, at this
juncture, it expects the company to be in compliance with the
covenant for the first quarter of 2002.

Resolution of the CreditWatch listing will include clarification
of several issues, including how the off-balance-sheet debt and
assets will be reported. Ratings could be lowered further if
additional disclosure raises concern about covenants or if any
other material negative events occur as a result of the fallout
from the managed entities issue. Conversely, if Adelphia
provides satisfactory clarity on the off-balance-sheet issues
and firmer details regarding the magnitude, timing, and
commitment to asset sales to reduce debt, the ratings could be
raised.

If the ratings are raised, the corporate credit rating is
unlikely to be higher than a 'B+' for a number of reasons.
First, regardless of how the off-balance debt is eventually
reported, Standard & Poor's will still attribute some or all of
this obligation (and the managed entity assets) to Adelphia,
which would weaken its financial parameters. Second, Adelphia's
impaired access to capital markets would constrain any upgrade.
Finally, despite its announcement of potential asset sales, if
it becomes clear that much of Adelphia's recent deleveraging was
actually financed with debt for which the company is liable,
Standard & Poor's would question management's commitment to any
form of long-term debt reduction.

For Standard & Poor's to provide any rating, Adelphia will need
to provide adequate and credible financial information,
particularly in regard to its off-balance-sheet activities.

DebtTraders reports that Adelphia Communications' 9.875% bonds
due 2007 (ADEL11) are quoted at a price of 94. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL11for  
real-time bond pricing.


ADVANCED GAMING: Considering Dissolution as Capital Runs Dry
------------------------------------------------------------
Advanced Gaming Technology experienced operating losses of
$3,628,887 in 1998 and $9,575,512 in  1997.  During 1998
liabilities of the Company significantly exceeded assets.  The
Company was in default on debt obligations and was unable to
meet the cash flow needs in the ordinary course of business.  
The Company had exhausted additional financing sources.  The
Company brought in new management for the express purpose of
guiding it through a reorganization under Chapter 11 of the
U. S. Bankruptcy Code. A petition for reorganization was filed
with the Bankruptcy Court in the District of Las Vegas on August
26, 1998. The Company filed a Plan of Reorganization in December
1998. The bankruptcy plan was confirmed by the court on June 29,
1999. The plan became effective on August 19, 1999.

Completion of the Plan of Reorganization allowed Advanced Gaming
Technology to begin operations with an improved balance sheet.  
However, the extremely competitive market for electronic bingo
products  combined with relationships that were damaged as a
result of past practices have made it extremely  difficult to
develop a significant flow of revenue.

The Company experienced a loss of $411,670 for the year ended
December 31, 2001 compared to a loss of $564,441 in 2000.
Operating expenses decreased to $346,649 in 2001 from $430,531
in 2000.  Salaries  and wages of $225,000 were accrued during
2001 and included in the operating expenses. However, no
salaries were paid during 2001 as management elected to defer
payment.

Interest expense was $83,986 in 2001 and $93,708 in 2000 due to
a reduction in long term debt. The 2001 results include a loss
on the earnings of an affiliate of $78,178 compared to a loss of
$78,155 in 2000.

Advanced Gaming Technology indicates that the competitive
environment continues to be a deterrent to building market share
in electronic  bingo.  The Company's bingo systems have not
found acceptance  among bingo players or operators.  Management
does not believe that the Company's products will  produce
revenue during  2002.   Management is considering all options
including sale, merger, reverse merger or dissolution of the
Company.  Any such transaction could have a significant impact
on current shareholders.

In January of 2000 the Company invested in TravelSwitch, LLC, an
Internet travel service provider.  Due to substantial operating
losses the Company's book value in this investment is zero at
December  31, 2001.  The estimated fair market value of this
investment is considered to be zero.

The liabilities of the company were reduced but not eliminated
by the terms of the Plan of Reorganization.  The Company emerged
with over $2.6 million in notes payable.  The current balance of
notes payable is approximately $1.4 million at December 31,
2001.

Advanced Gaming Technology will require additional capital to
continue operations. There is no assurance that capital will be
available.  This will restrict the growth of the Company.  As
mentioned, management is considering all options including sale,
merger, reverse merger or dissolution of the Company. And, as
mentioned, any such transaction could have a significant impact
on current shareholders.

Advanced Gaming Technology, Inc., a Wyoming corporation, is a
provider of technology to the casino and hospitality industry.  
The Company's principal product is an electronic bingo system.  
The Company's common stock is traded on the National Association
of Securities Dealers, Inc. OTC Bulletin Board Under the symbol
"ADVI."

The Company has the following wholly owned subsidiaries that are
currently inactive:  Executive  Video Systems, Inc., a Maryland
corporation, Palace Entertainment Limited, a company organized
under the laws of the British Virgin Islands, Prisms, Inc., a
North Carolina corporation, Pleasure World  Ltd., its subsidiary
Prisms (Bahamas) Ltd., both companies organized under the laws
of the Bahamas, and A.G.T. Acceptance Corp., a Nevada
Corporation.

The Company also owns twenty two percent of TravelSwitch, LLC, a
Nevada Limited Liability Company.  TravelSwitch, LLC is an
Internet travel service provider.

The Company liquidated the following subsidiaries pursuant to a
plan of reorganization confirmed by the U. S. Bankruptcy Court
in the District of Nevada on June 30, 1999:  Branson Signature
Resorts,  Inc., a  Nevada corporation, River Oaks Holdings,
Inc., a Missouri corporation, Branson Bluffs Resorts, Inc., a
Missouri corporation, Allied Resorts, Inc., a Missouri
corporation, River Oaks Resorts and Country Club, Inc., a Texas
corporation.

The principal office of the Company is located in Las Vegas,
Nevada.


ALLIS-CHALMERS: Jens H. Mortensen Discloses 7.2% Equity Stake
-------------------------------------------------------------
Jens H. Mortensen, President of Jens Oilfield Service, Inc., a
Texas corporation approximately 81% of the capital stock of
which is owned by Allis-Chalmers, is the beneficial owner of
1,397,849 shares of the common stock of Allis-Chalmers
Corporation, which constituted approximately 7.2 % of the shares
of the common stock outstanding on February 6, 2002, according
to information provided by the Company.  Mr. Mortensen has the
power to vote and to dispose of such shares of common stock. In
addition, at any time on or after February 1, 2003, in the event
Mr. Mortensen continues to own the Jens Oilfield Service shares
retained by him, Jens Mortensen has the option to convert such
shares into a number of shares of common stock of Allis-Chalmers
equal to a fraction, the numerator of which is 4.6 multiplied by
the trailing 12 month EBITDA of Jens Oilfield Service, less any
net intercompany loans to and third party investments in Jens
Oilfield Service, multiplied by 0.19, and the denominator of
which is the average closing bid price for the common stock
during the thirty days prior to the date of the exercise of the
option. For purposes of the foregoing calculation, EBITDA means
Jens Oilfield Services' earnings before interest, taxes,
depreciation and amortization and any payments made to Allis-
Chalmers in respect of Allis-Chalmer's overhead.

Mr. Mortensen has not purchased any shares of common stock in
open market transactions.  He acquired all of his common stock
of Allis-Chalmers in exchange for 81% of the capital stock of
Jens Oilfield Service.

Pursuant to the terms of the Stock Purchase Agreement and a
Shareholder Agreement, each dated February 1, 2002, between
Allis-Chalmers and Mr. Mortensen, which transactions were closed
on February 6, 2002, Mr. Mortensen sold 81% of his capital stock
in Jens Oilfield Service to Allis-Chalmers in exchange for (i)
$10,250,000 in cash, (ii) a $4,000,000 secured promissory note
payable with interest payable quarterly and the principal due in
four years, (iii) an additional payment, currently estimated at
$1,000,000 to $1,250,000, to be paid following the review of the
Company's results of operations for period ended January 31,
2002, which will be based upon the working capital of Jens
Oilfield Service at February 1, 2002 (iv) $1,000,000 for a non-
compete agreement payable monthly for five years, and (v)
1,397,849 shares of common stock of the Company.

Mr. Mortensen acquired the shares of common stock as an
investment.

At September 30, 2001, Allis-Chalmers Corp. recorded a total
shareholders' equity deficit of close to $5 million.


AMERICAN CELLULAR: S&P Junks Rating over Likely Covenant Breach
---------------------------------------------------------------
On April 5, 2002, Standard & Poor's lowered its long-term
corporate credit rating on American Cellular Corp to 'CCC+'. The
rating remains on CreditWatch, where it was placed March 6,
2002, but the implications were revised to developing from
negative.

The rating action reflects the company's likely violation of the
total debt leverage ratio bank covenant during 2002, as
indicated in American Cellular's 10-K filing. In addition,
according to management and the auditors, if this issue is not
resolved with the banks, it raises the issue of the company's
ability to continue as a going concern.

The CreditWatch with developing implications indicates that the
rating could be raised or lowered. The rating could be lowered
significantly if American Cellular does not obtain an amendment
to its secured bank facility. The rating could be raised if the
company obtains an amendment to its bank facility and provides
an updated business plan, which Standard & Poor's feels the
company can execute and demonstrate significant improvement in
its cash flow measures in the near term.

American Cellular Corp. is a joint venture between Dobson
Communications Corp. and AT&T Wireless Services Inc. For
analytical purposes, Standard & Poor's has decoupled the rating
on American Cellular from the one on Dobson Communications
because no material support is expected from its parents.

Previously, the CreditWatch listing with negative implications
referred to the Dobson family loan with Bank of America. The
conditions of the loan have been favorably resolved, and the
maturity of the loan has been extended to March 31, 2003, with
the ability to extend the maturity an additional year.


AMERICAN COMMERCIAL: Net Loss for 2001 Narrows to $3.7 Million
--------------------------------------------------------------
American Commercial Lines LLC, a Delaware limited liability
company, was formed in April 1998 in connection with the
conversion by merger of its predecessor American Commercial
Lines, Inc., a Delaware corporation, into a limited liability
company. ACL Inc. was formed in 1953 as the holding company for
a family of barge transportation and marine service companies
with an operating history beginning in 1915.

In 1998, ACL was recapitalized by its owners pursuant to a
Recapitalization Agreement, dated April 17, 1998, among CSX
Corporation, Vectura Group Inc., a Delaware corporation now
Vectura Group LLC, a Delaware limited liability company, ACL's
parent American Commercial Lines Holdings LLC, a Delaware
limited liability company, ACL and National Marine, Inc., a
Delaware corporation now National Marine LLC, a Delaware limited
liability company, whereby the Parent completed a
recapitalization in a series of transactions and combined the
barging operations of Vectura, National Marine and their
subsidiaries with that of ACL.

To finance the Recapitalization, ACL incurred secured debt under
a Credit Agreement, dated June 30, 1998, with certain lenders
and J.P. Morgan Chase Bank (formerly, The Chase Manhattan Bank),
as administrative agent, consisting of a $200.0 million Tranche
B Term Loan due June, 2006, a $235.0 million Tranche C Term Loan
due June, 2007 and a revolving credit facility providing for
revolving loans and the issuance of letters of credit for the
account of ACL in an aggregate principal amount of up to $100.0
million due June, 2005. ACL also issued $300.0 million of
unsecured 10 1/4% Senior Notes due June 2008, pursuant to an
indenture with United States Trust Company of New York, as
trustee.

As previously reported, ACL has been pursuing strategic
financial restructuring alternatives. On March 15, 2002, ACL
entered into a definitive recapitalization agreement regarding
the acquisition and recapitalization of ACL by Danielson Holding
Corporation. Under the terms of the Danielson Recapitalization,
Danielson would acquire 100% of the membership interests of the
Parent. ACL's present indirect preferred equity holders would
receive approximately $7.0 million in cash. ACL's management
will receive approximately $1.7 million of restricted Danielson
common stock. In addition, Danielson will deliver $25.0 million
in cash and approximately $58.5 million of ACL's Senior Notes,
to ACL Holdings in connection with the transaction. Danielson
currently expects to fund the acquisition through a rights
offering to its existing security holders, upon terms and
conditions to be determined. However, consummation of the
Recapitalization Agreement is not conditioned on the successful
completion of the rights offering.

The Danielson Recapitalization will result in a reduction of
ACL's senior secured bank debt incurred under the Senior Credit
Facilities and the restructuring of the Senior Notes pursuant to
an exchange offer and consent solicitation in which $236.5
million of the existing Senior Notes (all notes held by parties
other than Danielson) would be exchanged for $120.0 million of
new 11 1/4% senior notes due January 1, 2008 and approximately
$116.5 million of new 12% pay-in-kind senior subordinated notes
due July 1, 2008. Senior Notes held by Danielson would be
retired in conjunction with the Danielson Recapitalization. ACL
would also issue additional New Senior Notes in an aggregate
principal amount equal to the accrued and unpaid interest on its
existing Senior Notes, other than those held by Danielson,
through the effective date of the transaction up to $20.0
million, and to the extent that such accrued and unpaid interest
exceeds $20.0 million, additional PIK Notes in an amount equal
to such excess would be issued.

The Recapitalization Agreement provides that the exchange offer
and consent solicitation will be made in reliance on a
registration exemption provided by Section 3(a)(9) under the
Securities Act of 1933, conditioned on the minimum participation
of 95% of the outstanding principal amount of ACL's outstanding
Senior Notes, as to which noteholders holding more than two-
thirds of the outstanding principal amount of such notes have
agreed to tender. In the event that the exchange offer and
consent solicitation is not consummated by June 15, 2002, the
Recapitalization Agreement provides for the implementation of
the Danielson Recapitalization through a voluntary prepackaged
bankruptcy plan under Chapter 11 of the Bankruptcy Code, as to
which noteholders holding more than two-thirds of the
outstanding principal amount of ACL's outstanding Senior Notes
have agreed to accept.

In order to assist in the consummation of the Danielson
Recapitalization, ACL has received forbearance agreements from
its senior secured lenders pending the negotiation and execution
of definitive documentation relating to the amendment of ACL's
Senior Credit Facilities satisfactory to the parties.

ACL follows a 52/53 week fiscal year ending on the last Friday
in December of each year.

Operating revenue for the year ended December 28, 2001 increased
2% to $788.5 million from $773.8 million for the year ended
December 29, 2000. The revenue increase was due to higher barge
freight volumes as a result of the operation of the Peavey
barges for the whole year 2001 as compared to seven months in
2000 and higher freight rates on certain domestic barging
commodities largely due to the effect of contract, fuel price
adjustment clauses. The increase was partially offset by the
impact of ice and flooding on the domestic barging operation in
the first half of the year, reduced volume at Jeffboat and the
sale of the ACT terminals.

Domestic barging revenue increased $44.2 million to $636.0
million primarily due to the addition of revenue from the Peavey
barges, improved barging freight rates for bulk and steel
commodities and higher contract freight rates from fuel price
adjustment clauses. The increase was partially offset by reduced
loads per barge due to severe ice conditions on the Mississippi
and Illinois Rivers in the first quarter of 2001 and the closure
of the upper Mississippi River due to flooding during the second
quarter of 2001.

International revenues fell $0.3 million to $39.7 million
primarily due to ACL's share of the net earnings from UABL being
reported, net of expenses, as an other income item in 2001
according to the equity method, compared to the consolidating of
revenue from the Argentine operation during the first ten months
of 2000. This decrease was partially offset by increased revenue
from equipment charters to the UABL venture. Increased revenue
from additional bauxite freight revenue in Venezuela, additional
revenue recognized in 2001 for settlement of minimum contract
tonnage in Venezuela, continuing revenue from a terminal
operation in Venezuela, that began in the fourth quarter of
2000, and the start of barging operations in the Dominican
Republic in 2001 also contributed to offset the fall in revenue.

Revenue at Jeffboat decreased $21.2 million to $102.9 million
primarily due to lower volume of hopper barge sales and an
increase in the number of hoppers completed for ACL's leasing
program on which the profit on sales is deferred. The profit on
sales of equipment that was subsequently leased to ACL's barge
operating division, ACBL, has been deferred and will be
recognized over the life of the leases. An absence of towboat
construction revenue in 2001 as compared to revenue from the
construction of one towboat in 2000 also contributed to the
decline. Tank barge construction volume at Jeffboat
improved in 2001 as increased revenue from large tank barge
(30,000 barrel tank barges) sales was partially offset by a
reduction in the sales of smaller tank barges (10,000 barrel
tank barges).

Net loss for 2001 was $3.7 million compared to net loss of $9.1
million in 2000.

As of December 28, 2001, ACL had outstanding indebtedness of
$692.5 million, including $313.3 million drawn under its two
Term Loans and $295.0 million aggregate principal amount of
Senior Notes. ACL had other notes outstanding of $0.2 million at
year end. In addition, ACL had $5.9 million in outstanding
capital lease obligations and had securitized $51.0 million of
the trade receivables of two subsidiaries.

ACL also has available borrowings of up to $100.0 million under
the Revolving Credit Facility. At the end of 2001, $15.4 million
of letters of credit had been issued under the facility and
$84.0 million revolving loans were outstanding. ACL had $47.3
million cash on deposit in bank accounts as of
December 28, 2001.

ACL expects capital expenditures in 2002 to be approximately $33
million and to be primarily for fleet maintenance. Additional
operating lease expense of approximately $4 million will be
incurred to provide fleet replacement equipment. This will be
partially offset by reductions in existing barge charter rates.

Management believes that cash generated from operations is
sufficient to fund its cash requirements, including capital
expenditures for fleet maintenance, working capital, interest
payments and scheduled principal payments. ACL may from time to
time, borrow under the Revolving Credit Facility. ACL currently
plans to use excess cash provided by operations to pay down the
Revolving Credit Facility and the Term Loans.

Demand for freight moved by ACL barges is influenced by the
economic demand for the cargoes. A decrease in that demand could
adversely affect ACL's operating cash flows. Some cargoes are
more highly dependent upon general economic conditions, such as
certain liquid and steel cargoes which have experienced a recent
softening in demand.  Cash flows from ACL's barging and
manufacturing operations are also affected by weather and river
conditions. Extreme weather conditions can have a materially
adverse affect on ACL's operating cash flows.  ACL has various
environmental liabilities that could have an impact on its
financial condition and results of operations.

On January 2, 2002, the debt rating agency Standard & Poor's
lowered its rating on ACL's Senior Notes to 'D' from single-'B'-
minus and ACL's corporate credit rating to 'SD' from single-'B'-
plus and removed both items from CreditWatch, where they had
been placed with negative implications on May 7, 2001. Also on
January 2, 2002, the rating on ACL's Senior Credit Facilities
was lowered to single-'B'-plus from double-'B'-minus (on
CreditWatch with negative implications).

On March 1, 2002, following the announcement of the potential
Danielson Recapitalization, Standard & Poor's reaffirmed its
single-'B'-plus rating on ACL's Senior Credit Facilities and
that it remained on CreditWatch with negative implications.
Standard & Poor's also reaffirmed ACL's corporate credit rating
of 'SD' and the 'D' rating on the Senior Notes. These rating
changes could adversely affect ACL's liquidity.


AMRESCO: Will Pay Final Liquidating Distribution by Month-End
-------------------------------------------------------------
AMRESCO Capital Trust (OTC Bulletin Board: AMCT) announced that
its sixth and final liquidating distribution pursuant to the
company's plan of liquidation and dissolution will total $1.545
per share.  The distribution will be payable on April 30, 2002
to shareholders of record on April 18, 2002.  

As previously communicated, shareholders approved the
liquidation and dissolution of the company on September 26,
2000.  Including the final liquidating distribution to be paid
on April 30, 2002, total liquidating distributions made pursuant
to the company's plan of liquidation and dissolution will equal
$12.145 per share.  Shortly after the final distribution is
made, the company expects to file articles of dissolution.


ARMSTRONG HOLDINGS: Trafelet Gains Okay to Hire Young Conaway
-------------------------------------------------------------
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 Young Conaway
Stargatt & Taylor LLP, nunc pro tunc to December 20, 2001, as
his local
counsel to assist him on matters relating to local custom and
practice as well as general administration.

With the Court's Orders, Young Conaway will render the Future
Representative services as:

       (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
----                            --------          -------
James L. Patton, Jr.            Partner           $475
Edwin J. Harron                 Associate         $330
Sharon M. Zieg                  Associate         $240
Sandi Van Dyke                  Paralegal         $130
(Armstrong Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


ARTHUR D. LITTLE: Charles River Pitches $7MM+ Bid for Assets
------------------------------------------------------------
Charles River Associates Incorporated (Nasdaq:CRAI), an
internationally known leader in providing economic, financial,
and management consulting services, announced that it has bid $7
million, plus management incentives, in a Bankruptcy Court-
supervised auction for the Chemical & Energy practice of Arthur
D. Little, Inc. (ADL).

If the auction results are approved by the Court and the sale is
consummated, CRA will acquire the North American and U.K.
operations of ADL's Chemical & Energy practice, including staff
and all projects currently underway. The recent revenue run rate
of the practice has been in the range of $20 million per year.
CRA anticipates that this acquisition will close within 30 days.

"The acquisition of Arthur D. Little's Chemical & Energy
practice would allow us to expand greatly our global position in
practice areas that historically have been among CRA's
strongest," said James C. Burrows, CRA's president and CEO. "The
addition of ADL's highly regarded consulting professionals meets
our objective of becoming the premier provider of management
consulting services to both the Chemicals and Petroleum
industries. During 2001, our existing Chemicals and Petroleum
practice experienced robust growth. In furthering our strategy
of international growth, the addition of the ADL staff based in
London will more than double the size of CRA's U.K. office. This
acquisition will materially expand our services portfolio and
allow us to provide a more comprehensive offering spanning
shareholder value, strategy, organizational design, mergers and
acquisitions and performance improvement. With an expanded
global presence and the addition of ADL's existing strong client
base and services, we will be positioned to add more value to
our clients across business consulting."

Charles River Associates, an economics, finance, and business
consulting firm, works with businesses, law firms, accounting
firms, and governments in providing a wide range of services.
CRA combines economic and financial analysis with expertise in
litigation and regulation support, business strategy and
planning, market and demand forecasting, policy analysis, and
engineering and technology management. CRA is distinguished by a
corporate philosophy of providing responsive, top-quality
consulting; an interdisciplinary team approach; unsurpassed
economic, financial, and other analytic skills; and pragmatic
business insights. In addition to its corporate headquarters in
Boston and international offices in London, Melbourne, Mexico
City, Toronto, and Wellington, CRA also has U.S. offices in
Berkeley/Oakland, College Station, Los Angeles, Palo Alto, Salt
Lake City, and Washington, D.C. More information about the
Company can be found on its Web site at http://www.crai.com


BCE TELEGLOBE: Undertakes Review of All Strategic Alternatives
--------------------------------------------------------------
BCE Inc. announced that BCE Teleglobe's new management is
conducting a thorough review of Teleglobe's operations and
existing business plans and will provide BCE with an updated
outlook for the company.

In connection with the new management team's analysis, and in
light of the expected continued weakness in the global data and
long distance telecommunications sector for the foreseeable
future and the general turmoil in the industry as evidenced by
the restructuring of many of Teleglobe's competitors, BCE has
undertaken a full review of all of its strategic alternatives
regarding Teleglobe. This review will not affect Teleglobe's
customer servicing which will continue to operate as per normal
course.

BCE will update investors on Teleglobe, the strategic
alternatives it may be considering including, but not limited
to, a reassessment of its on-going funding under Teleglobe's
current business plan and the possibility of renegotiating or
restructuring Teleglobe's debt. BCE will also outline the
impact, if any, of the strategic alternatives on BCE's annual
financial guidance, on April 24th, 2002, when it releases its
first quarter results.

BCE re-confirmed its previously announced guidance for the
quarter. For the first quarter of 2002, BCE expects revenue
between C$5.1 billion and C$5.4 billion; EBITDA between C$1.75
billion and C$2.0 billion; and net earnings per share (excluding
non-recurring items) between C$0.34 and C$0.37.

BCE is Canada's largest communications company. It has 23
million customer connections through the wireline, wireless,
data/Internet and satellite services it provides, largely under
the Bell brand. BCE leverages those connections with extensive
content creation capabilities through Bell Globemedia which
features some of the strongest brands in the industry - CTV,
Canada's leading private broadcaster, The Globe and Mail,
Canada's National Newspaper and Sympatico-Lycos, the leading
Canadian Internet portal. As well, BCE has extensive e-commerce
capabilities provided under the BCE Emergis brand and serves
international customers through BCE Teleglobe, a global
connectivity, content distribution and Internet hosting company.
BCE shares are listed in Canada, the United States and Europe.


BEAZER HOMES: S&P Ratchets Corporate Credit Rating Up a Notch
-------------------------------------------------------------
Standard & Poor's raised its corporate credit rating for Beazer
Homes USA Inc. to double-'B' from double-'B'-minus' and also
raised its ratings to double-'B' from double-'B'-minus on
approximately $300 million of existing senior unsecured notes.

At the same time, Standard & Poor's assigned its double-'B'
rating to the company's proposed $350 million senior unsecured
notes (144a offering) due 2012. The outlook is revised to
stable.

Proceeds from the proposed offering will be used mainly to fund
the cash portion of Beazer's purchase of unrated Crossmann
Communities, repay Crossmann's outstanding debt, and reduce
borrowings under Beazer's bank credit facility.

The ratings acknowledge this Atlanta-based homebuilder's
improved profitability, sound financial position, and the good
strategic fit and relatively credit neutral structure of its
expected merger with Crossmann.

A public company since 1994, Beazer builds single-family homes
for first-time and first-time, move-up buyers in the Southeast,
Southwest, and mid-Atlantic regions of the U.S. Beazer recently
entered into a merger agreement with Indianapolis-based
Crossmann Communities Inc. Crossmann, which is also focused on
the entry-level buyer, has operated in various Midwest markets
since 1973 and is the leading builder in Indianapolis and among
the top five builders in Columbus, and Cincinnati. Crossmann
also has operations in Kentucky, Tennessee, and in Beazer's
existing markets of North Carolina and South Carolina.

The merger of the two companies results in a market
capitalization of approximately $1 billion and pro forma 2001
revenues of $2.7 billion from 15,506 deliveries, making it the
sixth largest homebuilder in the U.S. Crossmann also adds
significant scope to Beazer's operations as it expands to 40
markets in 16 states, from 35 markets in 14 states and provides
a sizable land supply (roughly six years) through a combination
of lots owned (58%) and optioned. Integration is expected to be
relatively smooth given the good strategic fit of the two
companies, the expected retention of key Crossmann personnel,
and Beazer's good track record of successfully integrating
previous, albeit much smaller, acquisitions.

Beazer's profitability measures have shown steady improvement
over the past three years, and leverage levels have become more
moderate, reflecting a more efficient use of the company's
capital. Beazer's strong revenue growth over the same period is
a result of both volume gains (19%) and higher average selling
prices (8%). While gross and operating margins of about 19% and
9%, respectively, are somewhat lower than the peer group
average, inventory turns are above average at about 2.0 times,
which has bolstered overall returns. EBIT interest coverage has
been very stable, averaging just over 3.5x for the past three
fiscal years and a solid 4.4x for fiscal year 2001. Usage of the
company's $250 million unsecured revolver (due 2004) has been
modest, and the company's inventory position appears to be
appropriately financed.

The merger transaction, which is expected to close this month,
has a total value of approximately $603 million and has been
structured with 50%-60% common stock to maintain Beazer's
balance sheet and credit statistics. Debt-to-tangible book
capitalization on a pro forma basis is expected to be about 63%,
which is net of a sizable level (approximately $200 million) of
goodwill for the transaction. However, coverage measures are
expected to remain strong with pro forma EBITDA interest
coverage of more than 4.0x and debt/EBITDA of 2.6x, both of
which are solid for the rating and consistent with Beazer's
historical levels.
    
                        Outlook: Stable

Beazer continues to post good operating results and management
has demonstrated its commitment to preserving its financial
position. The merger with highly profitable Crossmann provides
Beazer with potential for further efficiency gains and profit
opportunities. Furthermore, Beazer appears to have the systems
and personnel in place to facilitate a smooth integration of
Crossmann's operations. Standard & Poor's expects that
management will continue to focus on prudent inventory
management, particularly as the housing market softens, and
remain committed to a sound capital structure.

                         Ratings Raised

                                      To            From

Corporate credit rating               BB/Stable     BB-/Positive
$300 million senior unsecured notes   BB/Stable     BB-/Positive

                         Rating Assigned

$350 million senior unsecured notes   BB


BETHLEHEM STEEL: Eramet Seeks Stay Relief to Enforce Alloys Pact
----------------------------------------------------------------
Eramet Comilog North America, Inc. and Eramet Marietta, Inc. ask
the Court to:

    (a) lift the automatic stay to enforce the Amended Manganese
        Alloys Agreement;

    (b) compel Bethlehem Steel Corporation, and its debtor-     
        affiliates to assume or reject the lease immediately;

    (c) allow them to offset and recoup its claim against the
        Debtors' claim on coke supply;

    (d) claim administrative expense from the Debtors on all
        products subject to Eramet's reclamation demand; and

    (e) enforce the Critical Vendor Order and the Amended
        Agreement against the Debtors.

Peter A. Zisser, Esq., at Holland & Knight LLP, in New York,
relates that the Debtors entered into an agreement with Eramet
on October 25, 2000 where Eramet will supply manganese alloys to
the Debtors' three divisions -- Burns Harbor, Sparrows Point and
Pennsylvania Steel Technologies. With Eramet's financial
concerns on the Debtors' capability to pay, the parties amended
the Agreement on June 27, 2001 where the Debtors agree that:

    "The Debtors acknowledge that Eramet is a supplier of a
     necessary and critical commodity. In the event of a
     restructuring or financial reorganization of the Debtors,
     the Debtors will make a reasonable and good faith effort
     to seek relief for Eramet as a Critical Supplier. If the
     Debtors seeks protection under Chapter 11 of the
     Bankruptcy Act, a reasonable and good faith effort will
     be made to list Eramet as a Critical Supplier with a
     request for a full payment of pre-petition claims."

As of the Petition Date, Mr. Zisser reports that the Debtors
owed Eramet at least $914,959 for manganese alloys supplied
under the Amended Agreement. However, Eramet holds an offset
claim of $130,934 for pre-petition coke purchases under the
Amended Agreement. Thus, the net claim of Eramet is at least
$784,024 as of the Petition Date.

On October 16, 2001, the Court entered an order for the Debtors
to pay Critical Vendors' pre-petition claims, supposedly
including Eramet. However, Mr. Zisser complains that on December
20, 2001, the Debtors reversed their position and rescinded
their commitment to afford Eramet with critical vendor status.
Moreover, Mr. Zisser relates that the Debtors are not promptly
paying its post-petition invoices.

As such, Mr. Zisser contends that Eramet should be given relief
from the automatic stay because the Debtors:

    (a) continue to sustain millions of dollars in losses;

    (b) failed to provide Eramet with any adequate protection;

    (c) failed to honor the critical vendor language in the
        contract; and

    (d) repeatedly failed to timely and promptly pay all
        outstanding invoices rendered by Eramet.

Mr. Zisser also asserts that offset is appropriate since Section
553(a) of the Bankruptcy Code provides that "this title does not
affect any right of a creditor to offset a mutual debt owing by
such creditor to the Debtors that arose before the commencement
of a case against a claim of such creditor against the Debtors
that arose before the commencement of the case..." (Bethlehem
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


BOX USA: Weak Performance Spurs S&P to Affirm B Credit Rating
-------------------------------------------------------------
On April 5, 2002, Standard & Poor's affirmed its 'B' credit
ratings on Box USA Holdings Inc. and removed them from
CreditWatch where they were placed with negative implications on
July 25, 2001 due to concerns over weak performance amid soft
market conditions. Rating outlook is negative.

Northbrook, Illinois-based Box USA is a privately held,
independent converter of corrugated packaging materials. It
participates in a consolidating industry populated with larger,
vertically integrated, financially stronger competitors. The
company had about $205 million of total debt outstanding as of
December 31, 2001.

2001 saw the largest one-year drop in North American box
shipments since 1975, at more than 5%. In addition, Box USA and
others were hurt by high energy costs and declining prices. So
far this year, demand has continued to fall, albeit at a slower
rate, and prices remain under pressure. However, good production
discipline among leading containerboard manufacturers has
prevented prices from entering into the kind of freefall seen
during previous downturns, and demand and pricing should
stabilize as the economy strengthens. Good working capital
management and improved cost controls have permitted Box USA to
stabilize debt levels and remain in compliance with bank loan
covenants that were loosened in June 2001.

Nevertheless, the company is highly leveraged, with debt to
EBITDA exceeding 6 times. EBITDA interest coverage and funds
from operations to debt are weak, about 1.4x and 5%. In order to
maintain the current rating, debt to EBITDA needs to decline to
about 5x, with EBITDA interest coverage averaging 1.5x to 2.0x
and funds from operations to debt about 10%.

Liquidity should be sufficient to meet cash needs, helped by
modest capital spending requirements and a light debt maturity
schedule the next few years.

                        Outlook

The ratings could be lowered if liquidity weakens or if the
company fails to strengthen its financial profile during the
next few quarters as a result of economic, market, or other
reasons.


CALL-NET ENTERPRISES: Ontario Court Approves Plan of Arrangement
----------------------------------------------------------------
Call-Net Enterprises Inc. (TSE: CN, CN.B) announced that it has
received a final order from the Ontario Superior Court of
Justice approving the plan of arrangement for the Company's
comprehensive recapitalization proposal.

The order follows the overwhelming approval by Call-Net
noteholders and shareholders on April 3 for the plan, which will
reduce the Company's debt by more than $2 billion. More than 97%
of the votes cast by noteholders, and 96% of votes cast by
shareholders supported the proposal at separate meetings.

"We are gratified by the Court's decision today. The earlier
support from securityholders is a significant endorsement of the
company and our business plan," said Bill Linton, President and
Chief Executive Officer of Call-Net Enterprises. "We set out to
create a comprehensive and fair solution that would give Call-
Net a stronger capital structure - a financial foundation to
support a competitive and successful company. By delivering on
that commitment, we have completed a vital step to Call-Net's
achieving its full, long-term potential."

Randy Benson, Call-Net's Chief Financial Officer said:
"Completing the recapitalization required the combined effort,
support and good will of our Board of Directors, management,
shareholders and noteholders. Working together we achieved a
solution that was best for Call-Net, both in the short and long
term. The elimination of more than $2 billion in debt greatly
increases our financial flexibility to the benefit of all our
stakeholders."

"An improved capital structure was one of Call-Net's strategic
initiatives to become a viable and valuable company," Mr. Linton
said. "In the past year, we have successfully implemented an
appropriate operating strategy and the financial disciplines to
support it. We have also made a strong case for progressive
changes to the regulatory environment. While a decision has
not yet been received on the price cap review, we believe the
regulator will move to encourage the sustainable competition and
access to technology that Canadians want in our industry."

In addition, Call-Net secured a new, 10-year branding and
technology services agreement with Sprint Communications Company
LP. This agreement gives Call-Net access to branding, technology
and know-how to offer the full suite of Sprint wireline services
in Canada. It also facilitates seamlessness and consistency in
the two companies' networks and services provided to North
American customers.

"We believe the Sprint agreement, combined with our recent,
operating, financial and regulatory initiatives, creates a solid
base for future growth and profitability at Call-Net," Mr.
Linton said.

With the Court's approval, the recapitalization transaction is
scheduled to close on April 10, 2002 subject to receipt of all
necessary regulatory and stock exchange approvals. The final
order on the plan of arrangement was issued under the Canada
Business Corporations Act.

After closing on April 10, Call-Net's equity will be
consolidated on a one for twenty basis, and begin trading on the
TSE under the new symbols FON and FON.B.

Call-Net Enterprises Inc. is a leading Canadian integrated
communications solutions provider of local and long distance
voice services as well as data, networking solutions and online
services to businesses and households primarily through its
wholly-owned subsidiary Sprint Canada Inc. Call-Net,
headquartered in Toronto, owns and operates an extensive
national fibre network and has over 100 co-locations in nine
Canadian metropolitan markets. For more information, visit the
Company's Web sites at http://www.callnet.caand
http://www.sprint.ca

DebtTraders reports that Call-Net Enterprises Inc.'s 9.375%
bonds due 2009 (CN09CAR1) are quoted at a price of 29. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CN09CAR1for  
real-time bond pricing.


CARAUSTAR INDUSTRIES: S&P Cuts Corporate Credit Rating to BB
------------------------------------------------------------
On April 8, 2002, Standard & Poor's lowered its corporate credit
ratings on recycled paperboard manufacturer Caraustar Industries
Inc to 'BB' and removed them from CreditWatch where they were
placed on December 20, 2001. Rating outlook is stable.

The rating action reflected expectations that weak market
conditions amid continuing overcapacity will prevent Caraustar
from improving credit measures to levels expected for the prior
rating. Although most of the company's operating issues have
been remedied, and new business volumes are starting to ramp up,
recycled paperboard demand is unlikely to rebound sufficiently
in the near term to significantly boost performance.

The ratings reflect Caraustar's slightly below-average business
profile, with leading positions in various segments of the
recycled paperboard market, limited product diversity, and a
somewhat aggressive financial policy.

Austell, Georgia-based Caraustar is a manufacturer of 100%
recycled paperboard, which is converted into folding cartons,
tubes and cores, gypsum wallboard facing paper, and specialty
items such as puzzle pieces. Industry overcapacity continues to
produce low operating rates and constant pricing pressure.
Demand for Caraustar's products is primarily driven by consumer
spending and industrial production, the latter recently being
one of the weakest segments of the economy. Meaningful volume
improvement is unlikely until the U.S. economy recovers.

Paperboard markets are mature, so Caraustar is developing value-
added products to combat sluggish growth prospects. Although
recycled paperboard is subject to product substitution from
flexible packaging and micro-fluted corrugated boxes, the
company has achieved some success in gaining share from higher
priced bleached board for certain applications.

Caraustar is less forward integrated than some competitors,
exposing the company to the volatility of paperboard selling
prices. However, the company is able to partially mitigate the
fluctuations in recovered fiber prices through its low cost
wastepaper collection and recycling facilities.

Operating margins (before depreciation and amortization) have
fallen steadily over the past few years to about 12% from almost
20%. This decline was due to a drop in operating rates following
a series of acquisitions, the inability to fully pass through
cost increases, the loss of gypsum facing paper volumes from
Georgia-Pacific, operating issues at the company's Sprague,
Conn. mill, and lowered demand stemming from the recession. With
the correction of the Sprague mill issues, the favorable impact
of the ramp up of new business volumes, and the anticipated
economic recovery, operating margins should modestly improve
over the next two years.

Until 2001, Caraustar had been an active acquirer within this
fragmented industry, leading to debt of $544 million at December
31, 2001. As a result, debt to EBITDA is elevated at about 5
times. However, the company is currently focused on shoring up
its financial profile and reducing debt, which should move
leverage to about 3.5x over the intermediate term. Funds from
operations to debt is somewhat weak for the revised rating at
15%, but should improve toward 20% as the economy picks up and
the company achieves modest debt reduction. EBITDA interest
coverage is unlikely to improve from the current mid 2x area
until the economy rebounds. On-going cash conservation measures
should permit the company to maintain sufficient financial
flexibility, with $65 million in cash and a fully available $75
million revolving credit facility. Although the company is
expected to maintain meaningful cash balances, net debt credit
measures are still weak for the revised rating.

                         Outlook

Gradually increasing volumes should drive earnings improvement
over the intermediate term and permit financial measures to
strengthen to levels appropriate for the current rating.


COMDISCO INC: Gets Approval to Form Joint Fee Review Committee
--------------------------------------------------------------
Comdisco, Inc., and its debtor-affiliates obtained Court's
approval to form a Joint Fee Review Committee.  George N.
Panagakis, Esq., at Skadden, Arps, Slate, Meagher & Flom, in
Chicago, Illinois, explains that the Joint Fee Review Committee
will be tasked to:

    (i) review compensation and expense reimbursement requests;
        and,

   (ii) establish a process that will assist the Debtors in
        budgeting for such anticipated fees.

As proposed by the Debtors, this Joint Fee Review Committee
consist of:

    (i) a representative of the Office of the United States
        Trustee for this district;

   (ii) two representatives of the Debtors;

  (iii) one chairperson designated by the Official Committee of
        the Unsecured Creditors; and,

   (iv) one chairperson designated by the Official Equity
        Committee.

Furthermore, these parties serve as ex oficio, without voting
rights, on the Joint Fee Review Committee:

    (i) one representative of lead counsel to the Debtors;

   (ii) one representative of lead counsel to the Official
        Committee of the Unsecured Creditors; and,

  (iii) one representative of lead counsel to the Official
        Equity Committee.(Comdisco Bankruptcy News, Issue No.
        23; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


COMDISCO: Selling IT Leasing Assets in Australia and New Zealand
----------------------------------------------------------------
Comdisco, Inc. (NYSE: CDO) announced that it has agreed to sell
its information technology leasing assets in Australia and New
Zealand to Allco, an Australian company specializing in
equipment and infrastructure finance and leasing. The agreement
is subject to approval by the U.S. Bankruptcy Court for the
Northern District of Illinois at a hearing scheduled for April
18, 2002. The Court approval process is subject to higher or
otherwise better offers.

Under the terms of the agreement, Allco will pay Comdisco
approximately US$44 million for the purchase of most of its
assets in Australia and New Zealand. If approved, the sale is
expected to close on or before June 18, 2002. Allco intends to
offer employment to all of Comdisco's employees in Australia and
New Zealand.

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

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

On February 14, 2002, the U.S. Bankruptcy Court for the Northern
District of Illinois approved the company's request for an
extension of the exclusive periods during which only Comdisco
may file a plan of reorganization and solicit acceptances for
that plan. These periods, which had been scheduled to expire on
March 15, 2002, and May 15, 2002, have now been extended to
April 18, 2002 and June 15, 2002, respectively. The company has
targeted emergence from Chapter 11 during late summer of 2002.

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


COVANTA ENERGY: Brings-In Loughlin Meghji as Business Advisors
--------------------------------------------------------------
Covanta Energy Corporation, and its debtor-affiliates ask Judge
Blackshear for permission to retain Loughlin Meghji + Company as
their business adviser in the Chapter 11 cases, pursuant to 11
U.S.C. Sec. 327(a).

Jeffrey R. Horowitz, Senior Vice President-Legal Affairs for
Covanta, relates that the Debtors have determined that it is
necessary to engage business advisers with knowledge and
experience in the area of Chapter 11 reorganization cases and
workouts.  James Loughlin, Mohsin Y. Meghji and their colleagues
have that experience. They have advised and assisted debtors,
creditors and other constituencies in numerous Chapter 11 cases.

Prior to the 2002 founding of LM, Messers. Loughlin and Meghji
were partners in Arthur Andersen LLP's restructuring practice.
It was in that capacity that they advised the Debtors.

The Debtors initially retained LM in February 2002, for the
provision of business advice, including, but not limited to pre-
bankruptcy planning, discussions and negotiations with the
Debtors' lenders and assistance in the preparation of financial
and cash flow forecasts. Mr. Horowitz explains that the Debtors
have paid LM $350,000, including a retainer of approximately
$100,000. The pre-petition retainer balance held by LM, if any,
will be supplied in LM's interim fee application for its post-
petition services and expenses rendered or incurred on the
Debtors' behalf.

LM will be:

      (a) assisting the Debtors in preparing, reviewing, and
          evaluating business and financial forecasts, including
          short-term cashflow projections;

      (b) advising and assisting the Debtors in negotiations
          with existing and potential new lenders;

      (c) assisting the Debtors with the implementation and
          management of non-core asset divestiture program;

      (d) assisting the Debtors with the refinancing and/or
          restructuring of debt obligations;

      (e) advising the Debtors in developing potential solutions
          for any financial and operational issues;

      (f) advising the Debtors in explaining and evaluating
          various business and financial restructuring
          alternatives;

      (g) such other, valuation, and/or financial advisory as
          may be mutually agreed upon by the Debtors and LM;

      (h) testifying in connection with court proceedings as
          reasonably requested by the Debtors; and

      (i) assisting the Debtors with implementation of an over-
          head reduction program.

Mr. Horowitz relates that LM's rates are:

         Principals         $550/hour
         Managing Directors $450/hour
         Directors          $350/hour
         Associates         $250/hour
         Paraprofessionals  $100/hour

LM will also charge the Debtors for its out-of-pocket expenses
incurred in connection with their services, including phone,
copier, mail and express mail charges, photocopying, travel
expenses, computerized research and the like.

LM, subject to Court approval, will also add a "Value Added
Adjustment" related to a qualitative assessment based on: the
complexity of the services provided, the quality of the advice,
the value added to the engagement of LM, and the current market
compensation for such services.

The members and other professionals of LM do not have any
connection with the Debtors, their creditors, equity security
holders or any other parties in interest in any matters relating
to the Debtors or their estates. Though LM currently provides
business advisory services to certain of those entities, it
pertains to matters wholly unrelated to the Debtors Chapter 11
proceedings. Mr. Horowitz asserts that LM is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code,
and LM's employment and retention is "in the best interests of
the Debtors and their estates. (Covanta Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


DOBSON COMMS: S&P Affirms B+ Rating After Family Loan Resolution
----------------------------------------------------------------
On April 5, 2002, Standard & Poor's affirmed its 'B+' long-term
corporate credit rating on Dobson Communications Corp. and its
senior secured bank loan rating on the company's unit, Dobson
Operating Co. LLC, following the favorable resolution of the
Dobson family loan with Bank of America. The ratings were
removed from CreditWatch, where they were placed March 6, 2002.
Outlook is stable.

Dobson Communications provides cellular services to more than
600,000 subscribers in rural and suburban areas in the U.S.
The Dobson family loan with Bank of America has now been
extended to March 31, 2003, and under certain conditions may be
extended by an additional year. The default provisions of the
revised loan are no longer linked to the market price of Dobson
Communications' common stock, which previously could have
triggered a change of control and possible acceleration of debt
payment under Dobson Communications' indentures. Instead, the
default provisions are now linked to the existing financial
ratios in Dobson Communications' primary credit agreements.

The rating on Dobson Communications reflects the heightened
business risk profile of the rural cellular industry due to
increased competition from national carriers and decelerating
roaming revenue growth. In addition, the company's cash flow
measures are weaker than previously expected by Standard &
Poor's. These factors are partially offset by the company's
strategic relationship with AT&T Wireless Services, including a
preferred roaming agreement that is in effect until 2004. Also,
Dobson Communications recently signed a 10-year roaming
agreement with Cingular Wireless and committed to upgrading its
TDMA network with 2.5 generation GSM/GPRS technology.

Dobson Communications and AT&T Wireless jointly own American
Cellular Corp. (CCC+/Watch Dev/--), which provides cellular
services to more than 500,000 subscribers in rural and suburban
areas. American Cellular's debt to cash flow measures are
significantly weaker than Dobson Communications'. For analytical
purposes, Standard & Poor's has decoupled the rating on American
Cellular rating because no material amount of support is
expected from Dobson Communications.

Although on an annual basis in 2001, Dobson Communications'
EBITDA margin increased by about 1% to the 39% area, it declined
in the fourth quarter of 2001 compared with the third quarter by
about 3% to 39% due primarily to the impact of declining roaming
rates and the slowing economy. Roaming revenue comprises about
40% of total revenue. The contracts with AT&T Wireless and
Cingular Wireless should provide some stability to roaming
revenues, with the decelerating rate scale in the contract
expected to be offset somewhat by increased minutes of use.
Dobson Communications' network upgrade to GSM/GPRS and the near
completion of its digital migration should also provide an
opportunity to increase cash flow. Dobson Communications' debt
to EBITDA ratio in 2001 was in the 7 times area.

                           Outlook

The rating is based on the assumption that no significant cash
infusion will be made to its 50%-owned joint venture American
Cellular. With the approximate $300 million proceeds from the
sale of properties to Verizon Wireless applied to debt
reduction, debt to EBITDA is expected to be below 6x in 2002.


EAGLE AUTOMOTIVE: Sells Certain Assets to Keystone Automotive
-------------------------------------------------------------
Keystone Automotive Industries, Inc. (Nasdaq:KEYS) announced it
has acquired certain assets of Eagle Automotive, based in
Knoxville, Tennessee, which recently filed for protection under
Chapter 7 of the Bankruptcy Code that covers liquidation
proceedings. Terms of the transaction were not disclosed.

Keystone Automotive Industries, Inc. distributes its products in
the United States primarily to collision repair shops through
its 114 distribution facilities, of which 21 serve as regional
hubs. Its product lines consist of automotive body parts,
bumpers, and remanufactured alloy wheels, as well as paint and
other materials used in repairing a damaged vehicle. These
products comprise more than 19,000 stock keeping units that are
sold to more than 25,000 repair shops throughout the nation.


ENRON: Metals Debtor Seeks OK of Asset Purchase Pact with Sempra
----------------------------------------------------------------
Enron Metals & Commodity Corporation asks Judge Gonzalez for an
order approving the terms and conditions of an Assert Purchase
Agreement dated March 15, 2002 with Sempra Metals Concentrates
Corporation for the sale of a portion of its metals concentrate
and copper blister business.

Enron Metals, a major business unit of a global metals trading
company, is one of the largest independent participants in the
custom copper concentrates merchant market. Its business
consists of trading copper, lead, zinc concentrates and blister
copper on a worldwide basis. Its core activity is the trading of
physical non-ferrous metal concentrates, a business that also
involves futures trading, logistics and contract administration,
and other services. Its clients are copper, lead, and zinc mines
and smelters worldwide, spanning five continents.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that Enron Metals began marketing its assets and
stock in December 2001.  As of February 25, 2002, Mr. Rosen
tells the Court that 21 interested parties were solicited or had
expressed interest in acquiring the assets of Enron Metals.  
According to Mr. Rosen, 5 of these parties conducted varying
levels of due diligence and 3 parties presented formal bids.  
After analyzing each bid, Enron Metals conclude that Sempra's
bid was the highest and best offer.  So the parties quickly
executed the Agreement for the sale of the Acquired Assets.

The principal terms of the sale transaction are:

Consideration: $43,500,000 in cash, plus the assumption of
               certain liabilities of Enron Metals

Assets
Acquired:      Enron Metals' metals concentrate and copper
               blister business, including: cash, equipment,
               fixed assets, IT assets, books and records,
               intellectual property, permits, third-party
               claims, brokerage accounts, accounts receivable,
               know-how, and contracts.

Excluded
Assets:        All assets other than the Acquired Assets,
               including: Enron Metals' agency business in
               trading refined physical nonferrous metals for
               Enron Metals & Commodity Ltd., and Enron Metals'
               business in trading secondary copper.

Purchase Price
Adjustment:    The purchase price is subject to adjustment based
               on the change in net assets as of the closing
               date as compared to the Opening Net Assets.

Holdback:      Sempra will withhold an amount of $21,750,000 of
               the Purchase Price at Closing, which holdback
               will be used to satisfy any post-Closing Purchase
               Price Adjustments. Sempra will remit the
               remaining amounts due to Enron Metals three
               Business Days following final determination of
               the Post-Closing Adjustment Amount.

Closing
Conditions:    Closing only subject to regulatory approvals, no
               material adverse effect having occurred, hiring
               of key personnel, the assigned contracts
               representing a requisite tonnage of metal,
               bankruptcy court approval and other customary
               conditions.

Transition
Services:      Sempra shall provide certain transition services
               for Enron Metals, including access to
               Transitioned Employees, Licensed Intellectual
               Property, and office space (until September 30,
               2002) necessary to continue Enron Metals'
               business and administer to the Excluded Assets
               and Excluded Liabilities, for which Enron Metals
               shall pay Sempra $30,000 per month.  Such
               agreement shall have a term of three months, but
               shall be renewable by Enron Metals, at its option
               and with the consent of the Creditors' Committee,
               for successive three-month periods, which shall
               not extend beyond December 31, 2002.

Non-
solicitation:  Enron Metals has agreed that it will not solicit
               or approach any person to dispose of the Acquired
               Assets other than responding to inquiries or
               offers to purchase or dispose of the Acquired
               Assets in the event that the Court or the
               Creditors' Committee requires any further
               marketing activity.

Termination:   The Agreement lists customary termination
               provisions, including that in the event that the
               Closing shall not occur prior to 11:59 p.m. (New
               York City time) on April 29, 2002, either Sempra
               or Enron Metals may terminate the Agreement by
               delivering written notice to the other, provided
               such party has not caused the failure of the
               Closing Date to have occurred through its own
               failure to fulfill any obligation under the
               Agreement.

Mr. Rosen asserts that the sale of the Acquired Assets should be
free and clear of all liens, claims and encumbrances.  Other
than the liens granted pursuant to:

  (i) the Revolving Credit and Guaranty Agreement dated as of
      December 3, 2001 -- the "DIP Credit Agreement" -- among
      Enron Corp. and Enron North America Corp., as borrowers;
      each of the direct or indirect subsidiaries of the
      Borrowers party thereto, as guarantors; JP Morgan Chase
      Bank and Citicorp USA, Inc., as co-administrative agents;
      Citicorp, as paying agent; JPMCB, as collateral agent; and
      with a syndicate of financial institutions led by JPMCB
      and Citicorp, as co-administrative agents, Citicorp, as
      paying agent, and JPMCB, as collateral agent, as lenders,
      and

(ii) the proposed form of interim order approving the DIP
      Credit Agreement,

Mr. Rosen reports that Enron Metals is not aware of any liens
relating to the Acquired Assets.

Enron Metals contends that sufficient business justifications
exist that merit approval of the proposed sale transaction,
including:

  (i) the trading contracts are valuable property of the estate
      and Enron Metals can no longer perform its daily
      requirements under such contracts,

(ii) the trading contracts will diminish in value as a result
      of Enron Metals' inability to perform, and

(iii) in order for Sempra to capture the value of the trading
      contracts and arrange for their due performance, an order
      authorizing the Sale Transaction must be entered by the
      Court prior to April 29, 2002.

Mr. Rosen assures Judge Gonzalez that the Agreement was
negotiated at arms-length and represents the fair market value
for the Acquired Assets. In short, Mr. Rosen maintains that the
transactions contemplated by the Agreement is an exercise of
Enron Metals' sound business judgment and will result in a
significant benefit to its estate, its creditors and parties in
interest.

Moreover, Enron Metals asks the Court to exempt the sale of the
Acquired Assets from transfer taxes under section 1146(c) of the
Bankruptcy Code. (Enron Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


EVERCOM INC: S&P Ratchets Junk Credit Rating Down Another Notch
---------------------------------------------------------------
Standard & Poor's said it lowered its corporate credit rating on
prison phone provider Evercom Inc. to triple-'C' from triple-
'C'-plus based on the company's announcement that it was in
default of certain covenants under its senior bank credit
facility as of March 31, 2002.

The rating was also placed on CreditWatch with negative
implications. Irving, Texas-based Evercom had $155 million in
total debt outstanding as of Sept. 30, 2001.

"Evercom has entered into a forbearance agreement with the bank
lender until June 7, 2002, during which time it will try to
obtain amendments to the bank agreement to remedy the default,"
Standard & Poor's credit analyst Catherine Cosentino said. "If
the company is not able to revise its bank covenants, the
corporate credit will be lowered to double-'C', pending either a
bankruptcy filing or actual debt-servicing default, at which
time the corporate credit rating would be lowered to 'D'."


EXODUS COMM: U.S. Trustee Says Alvarez' Retention as 'Overkill'
----------------------------------------------------------------
Donald F. Walton, the Acting U.S. Trustee, objects to Exodus
Communications, Inc., and its debtor-affiliates' application to
hire Alvarez and Marsal as their wind-down advisor.

Trial Attorney Frank J. Perch III, Esq., tells the Court that
the Trustee is objecting because the proposed retention might be
overkill in light of the status of the case. The Debtors have
sold substantially all their assets and are not operating and
the Debtors' estates will only consist of asset sale proceeds
and routine bankruptcy claims. Against this backdrop, the
remainder of the Debtors' activities is purely liquidation and
does need a turnaround or restructuring firm, where the specific
professionals identified to the engagement principally served in
a restructuring role as Chief Executive Officer or Chief
Restructuring Officer.

Mr. Perch informs the Court that the Trustee also finds it
objectionable that the application places no limit on the number
of professionals Alvarez will assign to the engagement and
places no cap on the fees to be charged. It also does not
outline what steps will be taken to limit the financial impact
of this retention on an already relatively meager estate of the
Debtors (compared to the body of unsecured claims). To the
extent the Debtors genuinely need a new professional to assist
in completing their liquidation, that professional should not be
retained on a blank check or cost-plus basis.

In addition to the costs, the Trustee objects to the
indemnification provisions of the engagement letter and
dismisses them as being contrary to appropriate principles of
bankruptcy professionalism. The provisions unreasonably forego
any ability to obtain redress against A&M in the event its
negligence causes harm to creditors or the estate. Mr. Perch
notes that that many, if not all, of the proposed functions to
be delegated to Alvarez are functions that would normally be
performed by parties who would not be indemnified, such as
counsel, debtors' accountant, debtors' non-executive employees
or a Chapter 7 or Chapter 11 Trustee. (Exodus Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Committee Questioning Bank Lenders' Liens
--------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases involving Federal-Mogul Corporation and its
debtor-affiliates, asks the Court's approval to allow them to
issue subpoenas in order to compel production of certain
documents or attendance for depositions.

According to Charlene D. Davis, Esq., at The Bayard Firm, in
Wilmington, Delaware, the Committee has been serving informal
requests for documents since December, 2001 on several banks and
other entities involved in, or in possession of information
relevant to, a December 2000 transaction between Federal-Mogul
Corporation, a number of its co-debtor U.S. subsidiaries and a
syndicate of banks headed by JP Morgan Chase.  The Committee is
investigating the Debtors' grant of a security interest to the
pre-petition lenders in assets the value of which far exceed the
amount of loans they were meant to secure.  While the Committee
had hoped to investigate this security interest formally, some
of the recipients of the Committee's informal requests either
have indicated that they will not produce without a subpoena or
have ignored the requests.

Specifically, Ms. Davis relates that Federal-Mogul and JP Morgan
Chase have begun producing documents, and JP Morgan Chase has
undertaken to coordinate the production of documents by various
other prepetition lenders. However, certain entities such as
Credit Suisse First Boston responded by stating that they will
not produce documents unless served with a subpoena while
PricewaterhouseCoopers ignored this altogether. Based on
positions previously asserted by the Debtors, the request to the
National Economic Research Associates needs to be formalized and
depositions taken because the Committee is informed and believes
that production of the documents and information sought from the
National Economic Research Associates will be contested - the
Committee believes improvidently - on privilege grounds.

Ms. Davis submits that the Committee's investigation and the
subpoenas focus on the proper administration of the Debtors'
estates. Specifically, the investigation focuses on whether an
adversary proceeding -- contemplated by the Court's November 21,
2001 Order -- will be necessary to resolve, at a minimum, the
validity of the pre-petition lenders' security interest. The
document requests in the anticipated subpoenas to view records
and communications relating to the 199 Loans and the Fourth
Agreement.  They hope to determine:

A. whether the granting of the security interest constituted
   proper consideration for the additional funds loaned under
   the Fourth Agreement;

B. whether financing was truly needed, including estimates and
   calculations on Federal-Mogul's asbestos claims liability
   under prior or future defense strategies;

C. the existence and amount of insurance coverage for such
   liability; and,

D. other related issues.

Ms. Davis tells the Court that to the extent the Committee
determines that it is necessary and proper to take the
depositions of any of the listed entities or their employees
pursuant to the proposed Order, the examination will take place,
in accordance with Bankruptcy Rule 9016 and within 100 miles of
a place where the entity or individual to be examined resides,
is employed or regularly transacts business in person. (Federal-
Mogul Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FOAMEX INT'L: Appoints Dennis Belcher to Board of Directors
-----------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI), the leading
manufacturer of flexible polyurethane and advanced polymer foam
products, announced that Stanley Dennis Norman Belcher has been
elected to its Board of Directors.

Belcher, 61, will also sit on the Board's Audit Committee.

Belcher spent the past 30 years in increasingly senior
management positions at The Bank of Nova Scotia. Recently
retired, he was a member of the Bank's Management Committee,
serving as Executive Vice President, Credit and Risk Management,
and Chairman of the Senior Credit Committees for Investment
Banking, Corporate Banking, Canadian Commercial Banking and
Retail Banking. Belcher was also on the Loan Policy Committee,
the Bank's highest credit approval committee. His areas of
expertise include risk management, credit policy and corporate
governance.

In making the announcement, Marshall S. Cogan, Chairman and
Founder of Foamex, said, "We are delighted that Dennis is
joining the Foamex Board. With his vast experience, he will
provide critical input as we work to ensure the successful
execution of Foamex's strategy of leveraging our proprietary
foaming technology and investing in new products, while
continuing to strengthen our balance sheet and enhance
profitability."

"I am pleased to become a Director of Foamex at this important
stage of the Company's development," said Belcher. "I know that
Foamex's largest shareholder, The Bank of Nova Scotia, is
impressed by the significant financial and operational
improvements being made at Foamex. I believe Foamex's increased
financial flexibility, lower costs and promising pipeline
position of new technical and consumer related products will
allow the Company to grow its business and generate meaningful
long-term shareholder value."

Prior to joining The Bank of Nova Scotia in 1972, Belcher spent
14 years in increasingly senior positions at Barclays Bank Ltd.
and a predecessor bank.

Belcher currently serves as Lead Director of Consumers Packaging
Inc. and Director of Care Canada Global Development Group. Among
other directorships, he has recently served as a Director of
AT&T Canada Long Distance Services, PCL Packaging Ltd. and
Peoples Jewellers Corporation. Belcher is also the author of
various publications including, "Monitoring and Managing Risk:
Risk Assessment, Legal Liability and the Environment"; "The
Restructuring of Unitel Communications Inc."; "Corporate
Guarantees as a Form of Financial Assistance"; and "A Note on
Project Financing." He is a graduate of the Stonier Graduate
School of Banking and the Institute of Bankers in England.

Foamex, headquartered in Linwood, Pennsylvania, is the world's
leading producer of comfort cushioning for bedding, furniture,
carpet cushion and automotive markets. The company also
manufactures high-performance polymers for diverse applications
in the industrial, aerospace, defense, electronics and computer
industries as well as filtration and acoustical applications for
the home. For more information visit the Foamex Web site at
http://www.foamex.com

At September 30, 2001, Foamex International reported a total
shareholders' equity deficit of about $150 million.


FRUIT OF THE LOOM: BNY's Claims Allowed for Voting Purposes
-----------------------------------------------------------
Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, Bank of New York asks for its claim, in the amount of
$102,913,643, be allowed for the purpose of accepting or
rejecting Fruit of the Loom's Plan of Reorganization.

Walter H. Curchack, of Robinson, Silverman, Pearce, Aronsohn &
Berman, New York City, tells Judge Walsh that on March 15, 1981,
Northwest Industries, Inc., a predecessor of the Debtor, and
Manufacturers Hanover Trust Company, a predecessor of the
Trustee, issued $125,000,000 in face amount of 7% debentures due
March 15,2011. The 7% debentures were sold to the public at a
significant original issue discount.

Section 6.01 of the Indenture expressly provides that the
Debtor's filing for voluntary bankruptcy entitles the
Bondholders to the immediate payment of a sum equal to the
initial public offering price of the Debentures, plus a portion
of the original issue discount, calculated on a ratable basis,
from the date of the issuance to the date of the bankruptcy
filing. Section 6.01 specifically provides in this regard, as
follows:

      [E]ither the Trustee or the holders of not less than 25
      percent in aggregate principal amount of the Debentures
      then outstanding hereunder, by notice in writing to the
      Company (and to the Trustee if given by the Debenture
      holders), may declare to be due and payable immediately
      upon the date of declaration an amount which is equal to
      the sum of (i) the initial public offering price of the
      Debentures plus that portion of the original issue
      discount (the difference between the principal amount of
      the Debentures and the initial public offering price)
      attributable on a ratable basis to the period from the
      date of issue to the date of declaration. Upon any such
      declaration such amount shall immediately become due and
      payable.

On August 15,2000, in accordance with a June 5, 2000 Order
establishing a deadline for filing proof of claim, the Trustee
filed the 7% Claim against the Debtor in the amount of
$125,000,000. Subsequently, the Trustee asserted that based on
its calculation of the original issue discount through the
Petition Date, the 7% Claim should be allowed in the principal
amount of $102,913,643.

On September 28, 2001, the Debtor filed a limited objection to
the 7% Claim.  In essence, the basis of the Debtor's objection
is that the Trustee did not utilize the proper method for
calculating the original issue discount in determining the
amount of the 7% Claim.  Debtor argues that the Trustee's
utilization of the straightline method, as provided in the
Indenture, was incorrect. Instead, the Debtor asserts, the
calculation should have been based upon the constant interest
method. Utilizing that method, the 7% Claim would amount to
principal of $78,587,616 as of the Petition Date. Since the
filing of the limited objection, the Trustee and the Debtor have
attempted to resolve their differences but have not yet been
able to reach or implement any agreement.

Because the Debtor has filed its limited objection to the 7%
Claim, and the objection is not likely to be resolved prior to
the voting deadline on the Plan, the Trustee seeks an Order
temporarily allowing the 7% Claim in the amount of $102,913,643
so that the Holders votes to accept or reject the Plan will be
counted.

Mr. Curchack says that the Debtor does not dispute the
fundamental legitimacy of the 7% Claim, at least up to the
amount of $78,587,616, which the Debtor contends is correct.
However, the Debtor argued that the court should ignore the
plain language of the Indenture applying the ratable method to
calculate the original issue discount, and substitute the
"constant" or compound interest method.

The Trustee contends that the Debtor's Limited Objection does
not constitute a sufficient basis to disenfranchise any portion
of the 7% Claim for the limited purpose of voting on the Plan.  
The Debtor's legal challenge to the calculation the original
issue discount component of the 7% Claim is not likely to be
resolved or determined by the Court until after the confirmation
of the Plan  No party will be prejudiced by the temporary
allowance of the 7% Claim in the amount of $102,913,643 solely
for the purpose of voting while the Holders would be severely
prejudiced if they were unable to vote to accept or reject
the Plan,.  Therefore, the 7% Claim should be estimated in the
amount requested by the Trustee and allowed in that amount for
voting purposes.

Fruit of the Loom and Bank of New York agree that the Claim is
temporarily allowed for purposes of voting to accept or reject
the plan.  Judge Walsh puts his stamp of approval on the
agreement. (Fruit of the Loom Bankruptcy News, Issue No. 52;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


GAINSCO INC: Expects to Commence Trading on OTCBB Soon
------------------------------------------------------
GAINSCO, INC. (NYSE: GNA) announced that it anticipates that its
common stock will trade on the OTC Bulletin Board within the
next several days.  The Company is taking action to provide for
a broad market outlet for its stock in light of the New York
Stock Exchange decision to initiate steps to suspend trading in
GAINSCO common stock on the NYSE and its decision to move to
delist the stock.

Additional information will be provided regarding trading on the
OTC Bulletin Board as soon as it becomes available.  The OTC
Bulletin Board is a regulated quotation service that displays
real-time quotes, last sale prices, and volume information in
over-the-counter securities.  An OTC equity security is
generally an equity that is not listed on the NYSE, Nasdaq or
any other national exchanges.  Quotations and trading
information can still be obtained via Web sites such as Yahoo
and other quotation services or through a securities broker.  
Additional information regarding the OTC Bulletin Board can be
found at http://www.otcbb.com  

GAINSCO took formal steps with the NYSE to maintain its listing,
including the submittal of materials to demonstrate compliance
with the NYSE's continued listing standards.  However, after
reviewing these materials, the NYSE decided to proceed with
suspension of trading.  Trading on the NYSE will be suspended
prior to the opening on Monday, April 15, 2002, or such earlier
date as either the Company commences trading in another
securities marketplace or there is a material adverse
development.  The NYSE notified GAINSCO that it was taking this
action because GAINSCO had fallen below NYSE's continued listing
standards, as follows:  average global market capitalization
over a consecutive 30 trading day period is less than $50
million and total stockholders' equity is less than $50 million;
average global market capitalization over a consecutive 30
trading day period is less than $15 million; and average closing
price of a security is less than $1.00 over a consecutive 30
trading day period.

GAINSCO anticipates that it will continue to remain a publicly
traded company and file required reports with the Securities and
Exchange Commission.

GAINSCO, INC. is a nonstandard property and casualty insurance
holding company.  GAINSCO offers nonstandard personal lines
products through retail agents in the Southeast.  The Company's
primary insurance subsidiaries are General Agents Insurance
Company of America, Inc., MGA Insurance Company, Inc., GAINSCO
County Mutual Insurance Company and Midwest Casualty Insurance
Company.


GALEY & LORD: Committee Retains Dewey Ballantine as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases involving Galey & Lord, Inc. asks for authority
from the U.S. Bankruptcy Court for the Southern District of New
York to retain and employ Dewey Ballantine LLP as its Counsel,
nunc pro tunc to February 28, 2002.

Prior to the Petition Date, Dewey Ballantine was retained by an
ad hoc committee in order to engage in discussions and
negotiations regarding the terms of a possible financial
restructuring of the Debtors.  This engagement afforded Dewey
Ballantine a strong familiarity with the Debtors and their
businesses, as well as a unique understanding of the goals and
objectives of the members of the Committee. The Committee
believes that Dewey Ballantine is well qualified to represent
the Committee as its counsel in these chapter 11 cases
efficiently and effectively.

Specifically, Dewey Ballantine will:

     a) assist, advise and represent the Committee with respect
        to the administration of these cases, as well as all
        issues arising from or impacting the Debtors, the
        Committee or these chapter 11 cases;

     b) provide all necessary legal advice with respect to the
        Committee's powers and duties;

     c) assist the Committee in maximizing the value of the
        Debtors' assets for the benefit of all creditors;

     d) pursue confirmation of a plan of reorganization;

     e) investigate, as the Committee deems appropriate, among
        other things, the assets, liabilities, financial
        condition and operations of the Debtors;

     f) commence and prosecute any and all necessary and  
        appropriate actions/proceedings on behalf of the
        Committee that may be relevant to these cases;

     g) review analyze or prepare, on behalf of the Committee,
        all necessary applications, motions, answers, orders,
        reports, schedules and other legal papers;

     h) communicate with the Committee's constituents and other
        as the Committee may consider desirable in furtherance  
        of its responsibilities;

     i) appear in Court to represent the interest of the
        Committee;

     j) confer with professional advisors retained by the
        Committee so as to more properly advise the Committee;

     k) advise the Committee with respect to local practices and
        procedures as well as the rules of the Southern District
        of New York; and

     l) perform all other legal services for the Committee that
        are appropriate and necessary in these chapter 11 cases.

Dewey Ballantine will charge its regular hourly rates for
services performed in these cases. Currently, Dewey Ballantine's
regular hourly rates range from $485 to $720 for members, from
$245 to $505 for counsel and associates and from $140 to $225
for paraprofessionals.

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: June 20 Set as Deadline for Submitting Bids
------------------------------------------------------------
Judge Gerber sets June 20, 2002, as the deadline for submitting
Bids to compete with the deal outlined in the Letter of Intent
and term sheet dated January 28, 2002, among Global Crossing
Ltd., Hutchison Whampoa Limited and Singapore Technologies
Telemedia Pte. Ltd.

If there is more than one Qualified Bid received by the Debtors
on or before the Bid Deadline, the Debtors will conduct an
auction beginning on July 8, 2002, at the offices of Weil,
Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York
10153. If an Auction occurs, a hearing will be held before the
undersigned United States Bankruptcy Judge on July 11, 2002 in
the United States Bankruptcy Court for the Southern District of
New York, One Bowling Green, New York, New York 10004. At this
time, the Court will consider the Bid selected by the Debtors,
the proponent of such bid, and confirm the results of the
Auction.

Judge Gerber authorizes the Debtors to pay the documented,
reasonable fees, costs and expenses of the Investors in the
manner described in the Motion.  These costs relate solely to a
potential asset purchase or investment transaction with the
Debtors, up to a maximum of $5,000,000 in the aggregate from
commencement of the Debtors' Chapter 11 cases through the date
the Investors and the Debtors execute the Definitive
Documentation to the Debtors. Fees, costs, and expenses of the
Investors will be submitted, by way of monthly statements, to
the Debtors, the United States Trustee for the Southern District
of New York, and the attorneys for the Creditors' Committee.

If the Investors and the Debtors execute Definitive
Documentation that is acceptable to the Banks and the Creditors'
Committee on or before May 21, 2002, Judge Gerber rules that the
Investors are entitled to receive, and the Debtors are obligated
to pay, a termination fee of $30,000,000 in the aggregate.  This
is provided that the Investors have not terminated their
obligation to proceed under the transaction, or breached any
obligation contained in the Definitive Documentation. (Global
Crossing Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GRAHAM PACKAGING: Posts Improved Sales Performance for FY 2001
--------------------------------------------------------------
Graham Packaging Holdings was formed under the name "Sonoco
Graham Company" on April 3, 1989 as a Pennsylvania limited
partnership and changed its name to "Graham Packaging Company"
on March 28, 1991. The Operating Company was formed under the
name "Graham Packaging Holdings I, L.P." on September 21, 1994
as a Delaware limited partnership. The predecessor to Holdings,
controlled by the Continuing Graham Entities, was formed in the
mid-1970's as a regional domestic custom plastic container
supplier, using the proprietary Graham Rotational Wheel.

Upon the Recapitalization, substantially all of the assets and
liabilities of Holdings were contributed to the Operating
Company, and subsequent to the Recapitalization, the primary
business activity of Holdings has consisted of its direct and
indirect ownership of 100% of the partnership interests in the
Operating Company. Upon the Recapitalization, the Operating
Company and Holdings changed their names to "Graham Packaging
Company, L.P." and "Graham Packaging Holdings Company,"
respectively.

The Company is managed in three operating segments: North
America, which includes the United States and Canada; Europe;
and Latin America. Each operating segment includes three major
service lines: Food and Beverage, Household and Personal Care,
and Automotive.

The Company is a worldwide leader in the design, manufacture and
sale of customized blow molded plastic containers for the
branded food and beverage, household and personal care, and
automotive lubricants markets with 59 plants throughout North
America, Europe and Latin America. The Company's primary focus
is to operate in select markets that will position it to benefit
from the growing conversion to high performance plastic
packaging from more commodity packaging. The Company targets
branded consumer product manufacturers for whom customized
packaging design is a critical component in their efforts to
differentiate their products to consumers. The Company initially
pursues these attractive product areas with one or two major
consumer product companies in each category that the Company
expects will lead the conversion to plastic packaging for that
category. The Company utilizes its innovative design,
engineering and technological capabilities to deliver highly
customized, high performance products to its customers in these
areas in order to distinguish and increase sales of their
branded products. The Company collaborates with its customers
through joint initiatives in product design and cost reduction,
and innovative operational arrangements, which include on site
manufacturing facilities.

Net sales for the year ended December 31, 2001 increased $80.5
million to $923.1 million from $842.6 million for the year ended
December 31, 2000. The increase in sales was primarily due to an
increase in units sold. Units sold increased by 18.7% for the
year ended December 31, 2001 as compared to the year ended
December 31, 2000, primarily due to additional North American
food and beverage business, where units sold increased by 38.0%.
On a geographic basis, sales for the year ended December 31,
2001 in North America were up $75.3 million or 11.3% from the
year ended December 31, 2000. The North American sales increase
included higher units sold of 15.6%. North American sales in the
food and beverage business and the household and personal care
business contributed $83.2 million and $0.9 million,
respectively, to the increase, while sales in the automotive
business were $8.8 million lower. Units sold in North America
increased by 38.0% in the food and beverage business, but
decreased by 0.8% in the household and personal care business
and by 3.8% in the automotive business. Sales for the year ended
December 31, 2001 in Europe were up $8.1 million or 5.5% from
the year ended December 31, 2000, principally in the food and
beverage business. Overall, European sales reflected a 25.6%
increase in units sold. The growth in sales due to capital
investments made in recent periods was primarily offset by
exchange rate changes of approximately $5.0 million for the year
ended December 31, 2001 compared to the year ended December 31,
2000. Sales in Latin America for the year ended December 31,
2001 were down $2.9 million, or 9.9%, from the year ended
December 31, 2000, primarily due to exchange rate changes of
approximately $5.9 million, offset by a 3.1% increase in units
sold.

Gross profit for the year ended December 31, 2001 increased
$17.4 million to $151.9 million from $134.5 million for the year
ended December 31, 2000. Gross profit for the year ended
December 31, 2001 increased $9.5 million in North America,
increased $8.7 million in Europe and decreased $0.8 million in
Latin America when compared to the year ended December 31, 2000.
The increase in gross profit resulted primarily from higher
sales volume in North America and Europe, along with
restructuring and customer consolidation in Europe. The
continued economic uncertainties in Argentina and exchange rate
changes in Brazil were contributing factors to the decrease in
the Latin American gross profit.

Selling, general and administrative expenses for the year ended
December 31, 2001 increased $2.1 million to $58.3 million from
$56.2 million for the year ended December 31, 2000. The increase
in selling, general and administrative expenses is due primarily
to overall growth in the business, offset by lower non-recurring
charges for the year ended December 31, 2001 compared to the
year ended December 31, 2000. As a percent of sales, selling,
general and administrative expenses, excluding non-recurring
charges, increased to 6.2% of sales in 2001 from 5.9% in 2000.

During 2001, the Company evaluated the recoverability of its
long-lived assets in the following locations (with the operating
segment under which it reports in parenthesis) due to indicators
of impairment as follows:

     -- Argentina (Latin America) - operating losses and cash
flow deficits experienced, the loss or reduction of business and
the severe downturn in the Argentine economy

     -- Italy (Europe) - operating losses and reduction of
business, as well as the Company's commitment to a plan to sell
these locations

     -- Certain plants in France (Europe) - the Company's
commitment to a plan to sell or close these locations

     -- Bad Bevensen, Germany (Europe) - the Company's
commitment to a plan to sell or close this location

     -- United Kingdom (Europe) - the Company's commitment to a
plan to close this location

     -- Burlington, Canada (North America) - the Company's
commitment to a plan to close this location

     -- Turkey (Europe) - a significant change in the ability to
utilize certain assets.

During 2000, the Company evaluated the recoverability of its
long-lived assets in the following locations (with the operating
segment under which it reports in parenthesis) due to indicators
of impairment as follows:

     -- United Kingdom (Europe) - operating losses experienced
and projected

     -- Certain plants in France (Europe) - operating losses
experienced and projected

     -- Anjou, Canada (North America) - operating losses
experienced and projected

     -- Brazil (Latin America) - a significant change in the
ability to utilize certain assets

For assets to be held and used, the Company determined that the
undiscounted cash flows were below the carrying value of certain
long-lived assets in these locations. Accordingly, the Company
adjusted the carrying values of these long-lived assets in these
locations to their estimated fair values, resulting in
impairment charges of $4.1 million and $15.8 million for the
years ended December 31, 2001 and 2000, respectively. For assets
to be disposed of, the Company adjusted the carrying values of
these long-lived assets in these locations to the lower of their
carrying values or their estimated fair values less costs to
sell, resulting in impairment charges of $24.8 million and $0.5
million for the years ended December 31, 2001 and 2000,
respectively. These assets have a remaining carrying amount as
of December 31, 2001 of $0.1 million. Similarly, the Company
evaluated the recoverability of its enterprise goodwill, and
consequently recorded impairment charges of $9.1 million and
$4.8 million for the years ended December 31, 2001 and 2000,
respectively. Goodwill was evaluated for impairment and the
resulting impairment charge recognized based on a comparison of
the related net book value of the enterprise to projected
discounted future cash flows of the enterprise.

As of December 31, 2001, all of the assets in Italy and certain
assets in France, Germany, the United Kingdom and Canada were
held for disposal. Operating loss for the United Kingdom for
each of the three years ended December 31, 2001, 2000 and 1999
was $3.7 million, $9.1 million and income of $1.7 million,
respectively. Operating loss for Italy for each of the three
years ended December 31, 2001, 2000 and 1999 was $7.8 million,
$1.5 million and $1.8 million, respectively.

Interest expense, net decreased $3.2 million to $98.5 million
for the year ended December 31, 2001 from $101.7 million for the
year ended December 31, 2000. The decrease was primarily related
to lower interest rates in 2001 compared to 2000. Interest
expense, net includes $15.0 million and $13.6 million of non-
cash interest on the Senior Discount Notes for the years ended
December 31, 2001 and 2000, respectively.

Other expense was $0.2 million for the year ended December 31,
2001 as compared to $0.3 million for the year ended December 31,
2000. The lower loss was due primarily to a higher foreign
exchange gain in the year ended December 31, 2001 as compared to
the year ended December 31, 2000.

Net loss for the year ended December 31, 2001 was $44.0 million
compared to net loss of $45.6 million for the year ended
December 31, 2000.

Adjusted EBITDA in 2001 increased 11.6% to $171.5 million from
$153.7 million in 2000.
   
In 2001, 2000 and 1999 the Company generated a total of $199.1
million of cash from operations, $132.2 million from increased
indebtedness and $97.6 million from capital contributions. This
$428.9 million was primarily used to fund $408.7 million of
capital expenditures, $10.6 million of investments, make $1.1
million of debt issuance fee payments and for $8.5 million of
other net uses.

The Company's Senior Credit Agreement currently consists of four
term loans to the Operating Company with initial term loan
commitments totaling $570 million and two revolving loan
facilities to the Operating Company totaling $255 million.
Unused availability of the revolving credit facilities under the
Senior Credit Agreement at December 31, 2001 is $129.5 million,
$119.5 million of which is under the Revolving Credit Facility
and $10.0 million of which is under the Growth Capital Revolving
Credit Facility. The obligations of the Operating Company under
the Senior Credit Agreement are guaranteed by Holdings and
certain other subsidiaries of Holdings. The term loans are
payable in quarterly installments through January 31, 2007, and
require payments of $25.0 million in 2002, $27.5 million in
2003, $93.0 million in 2004, $64.9 million in 2005 and $242.7
million in 2006. The Company expects to fund scheduled debt
repayments from cash from operations and unused lines of credit.
The revolving loan facilities expire on January 31, 2004.

The Senior Credit Agreement contains certain affirmative and
negative covenants as to the operations and financial condition
of the Company, as well as certain restrictions on the payment
of dividends and other distributions to Holdings. Substantially
all domestic tangible and intangible assets of the Company are
pledged as collateral pursuant to the terms of the Senior Credit
Agreement.

The Recapitalization also included the issuance of $225 million
of senior subordinated notes due 2008 and the issuance of $169
million aggregate principal amount at maturity of Senior
Discount Notes due 2009 which yielded gross proceeds of $100.6
million. At December 31, 2001, the aggregate accreted
value of the Senior Discount Notes was $151.6 million. The
Senior Subordinated Notes are unconditionally guaranteed on a
senior subordinated basis by Holdings and mature on January 15,
2008, with interest payable on $150 million at a fixed rate of
8.75% and with interest payable on $75 million at LIBOR plus
3.625%. The Senior Discount Notes mature on January 15, 2009,
with cash interest payable semi-annually beginning July 15, 2003
at 10.75%. The effective interest rate to maturity on the Senior
Discount Notes is 10.75%. At December 31, 2001, the Company's
total indebtedness was $1,052.4 million.

Unused lines of credit at December 31, 2001 and 2000 were $132.9
million and $134.8 million, respectively.

During the first quarter of 2002, the Company accepted an offer
to sell the land and building at its plant in Burlington,
Canada. The resulting gain is expected to be approximately $3.2
million. Also during the first quarter of 2002, the Company
announced a second quarter closing of its operation located in
Wrexham, Wales, United Kingdom and the sale of its Italian
operations. The resulting gains or losses are not expected to be
significant.


HAYES LEMMERZ: Court Fixes May 14 Bar Date for Proofs of Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware sets May
14, 2002, as the deadline by which creditors of Hayes Lemmerz
International, Inc., and its debtor-affiliates must file their
proofs of claim or be forever barred from asserting their claim.  

Additionally, the Court also approves the Debtors' proposed
uniform filing procedures, customized claim forms, and broad
noticing procedures.

As proposed and approved by the Court, the General Bar Date
apply to all claims except:

A. claims listed in the Schedules of Assets and Liabilities or
     any amendments thereto, which are not included as
     "contingent", "unliquidated", "disputed" and not disputed
     by the holders thereof in terms of amount, classification
     or the Debtors' identity against the creditor with which
     the claim is scheduled;

B. claims for which proofs already filed against the specific
     Debtor;

C. claims already allowed or paid pursuant to Court order;

D. Administrative expense claims defined under section 503(b)
     and 507(a)(1) in Chapter 11 of the Bankruptcy Code.

E. claims by a holder of the Debtors' public notes, including
     the 11-7/8% Senior Notes due June 15, 2006; 11% Senior
     Subordinated Notes due July 15,2006; 9-1/8% Senior
     Subordinated Notes due July 15, 2007; 8-1/4% Senior
     Subordinated Notes due December 15, 2008 which are issued
     by the Debtors or other debt of the Debtors arising solely
     on account of the holders' ownership interest in or
     possession of such public bonds, which must be filed by the
     relevant indenture trustee for such public debt
     obligations. Any debtholder who wishes to assert a claim
     against the Debtors that is not based solely upon the
     outstanding prepetition principal and interest due on
     account of its ownership of such securities must file a
     proof of claim on or before the General Bar Date;

F. claims of any governmental unit, which is required to file
     proof of claim by June 3, 2002, such being the 180 days
     after the Petition Date as pursuant to section 502(b)(9) of
     the Bankruptcy Code; and,

G. Debtors' claims against other Debtors.

Furthermore, any claim arising from rejection of an unexpired
lease or executory contract be required to be filed by the
latest of:

A. 30 days after the date the Debtors are given authority to
     reject such agreement;

B. any date ordered by the Court;

C. the Rejection Bar Date;
(Hayes Lemmerz Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ICG COMMS: Judge Walsh Approves 2nd Amended Disclosure Statement
----------------------------------------------------------------
Judge Peter Walsh approves ICG Communications, Inc., and its
debtor-affiliates' Second Amended Disclosure Statement as
containing adequate information within the meaning of the
Bankruptcy Code, and overrules any objections to its adequacy
not withdrawn, settled or otherwise resolved on the record. (ICG
Communications Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


JAMCO INTERNATIONAL: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: JAMCO International, Inc.
        1234 Lake View Drive              
        Chaska, Minnesota 55318

Bankruptcy Case No.: 02-90781

Chapter 11 Petition Date: April 5, 2002

Court: District of Minnesota (St. Paul)

Judge: Gregory F. Kishel

Debtors' Counsel: Thomas J. Flynn, Esq.
                  Larkin, Hoffman, Daly & Lindgren, Ltd.
                  1500 Wells Fargo Plaza
                  7900 Xerxes Avenue South
                  Minneapolis, Minnesota 55431
                  952-835-3800                   
   
Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Howard Miller Clock Co.     Trade Debt                $109,000

Johnson, West & Co.         Professional Accounting    $90,000
                             Services  
Reliant Energy/Minnegasco   Gas Utilities              $16,800

Minolta Corporation         Trade Debt                 $14,000

MBNA                        Credit Card/Trade Debt      $5,000

Reliant Energy/Minnegasco   Gas Utilities               $2,200

City of Chaska Utilities    Electric Utilities          $2,000

Mercedes-Benz Credit Corp   Vehicle Lease                 $788
                             Ending July 2002    


JONES MEDIA NETWORKS: Explores Alternatives to Improve Liquidity
----------------------------------------------------------------
Jone Media Networks Ltd. is comprised of a leading independent
network radio business and two cable television networks. It
syndicates radio programming and services to approximately 5,300
radio stations throughout the United States and reaches
approximately 150 million listeners each week through its
network radio business. Its cable programming is distributed to
approximately 3,000 cable television systems throughout the
United States and currently is available to over 47 million
cable households on a full- or part-time basis. It also provides
satellite services to facilitate the distribution of its
programming and that of other companies.

The Company's operating results and liquidity position were
significantly adversely affected by the unfavorable advertising
market conditions existing during 2001, including the adverse
impact of the events of September 11 and the weakened domestic
economy, as well as by the substantial cable distribution
payments the Company made to drive the significant subscriber
growth in Great American Country in 2001. Looking ahead to 2002,
the Company expects to generate sufficient cash flow to fund its
debt service and capital expenditures. However, the Company does
not anticipate generating sufficient cash flow to fund its
projected GAC cable programming distribution payments, unless
additional steps are taken to improve its liquidity.

In an effort to meet these liquidity requirements, the Company
is moving to implement a number of steps to improve its
liquidity position going forward into 2002. Those steps include
(1) identifying and exploiting new sources of revenue primarily
related to its network radio business, (2) continuing to
identify opportunities to further streamline operations
resulting in cost savings, (3) the sale of assets, and (4)
seeking additional financing from third parties. In addition,
Jones International has made a limited commitment to provide the
Company cash or cash liquidity through March 31, 2003, which may
include equity and/or debt financing, the purchase of certain
assets, acceleration of the payment to the Company of satellite
and uplink service commitments, or other transactions. While
Jones International has significant resources, there is no
obligation for Jones International to provide similar assistance
in the future. Mr. Glenn R. Jones and Jones International and
its affiliates collectively owned approximately $25.9 million of
the Company's Senior secured Notes and a $2.5 million unsecured
note payable to the Company as of December 31, 2001.

Management believes that existing cash, cash forecasted to be
generated by its operations and cash or cash liquidity available
through the limited commitment from Jones International will be
sufficient to fund the Company's operations, including debt
service costs, capital expenditures and cable programming
distribution payments through the end of 2002, including the
January 2003 interest payment on its senior secured notes.
However, in the event economic and advertising conditions during
2002 materially fall short of management's current expectations,
there can be no guarantee that these aforementioned courses of
action and the cash or cash liquidity available under its parent
company's limited commitment would provide the Company with
sufficient liquidity to meet the funding needs of its operations
in 2002.


KAISER ALUMINUM: Wins Approval to Pay Center Employees' Claims
--------------------------------------------------------------
Kaiser Aluminum Corporation, and its debtor-affiliates are
granted authority to pay, in their sole discretion, all
prepetition compensation, prepetition business expenses,
prepetition benefits (and related processing costs) to Kaiser
Center Employees.  The Debtors argue that this is necessary to
avoid potential irreparable impairment of workforce morale at
the very time when the dedication, confidence and cooperation of
these Employees are most essential.

John H. Knight, Esq., at Richards, Layton & Finger, P.A. in
Wilmington, Delaware, tells the Court that Kaiser Center employs
approximately 34 hourly and salaried employees including
contract employees and independent contractors.  The Kaiser
Center Employees perform a variety of critical functions,
including property management, customer service, budgeting and
planning, and administration. The Employees' skills and their
specialized knowledge and understanding of the Debtors
infrastructure and operations are essential to the continued
operation of the Kaiser Center and to the Debtors' ability to
reorganize.

Many Kaiser Center Employees were owed or had accrued various
sums for prepetition compensation and prepetition business
expenses. In addition, the Debtors had obligations in respect of
pre-petition compensation for deductions from Employees'
paychecks used to make payments on behalf of the Employees for
or with respect to:

A. 401(k) savings programs, benefit plans and other similar
   programs from which the Debtors deduct money from an
   Employee's paycheck and then pay that a mount to a third
   party; and,

B. withholdings from Employees' paychecks for various
   federal, state and local income, FICA,  Medicare and other
   taxes that are remitted to the appropriate federal, state or
   local taxing authority.

The Debtors also obtained authority from the Court to pay pre-
petition compensation, prepetition business expenses, deduction
and withholdings attributable to the Debtors' Employees for the
period prior to the Second Petition Date.  This sum is less than
$50,000.

The Debtors also maintain and contribute to employee benefit
programs, including health and disability insurance for their
hourly and salaried Employees and other similar programs. As of
the Second Petition Date, Mr. Knight submits that certain
benefits were owed but remained unpaid because certain
obligations under the Benefit Programs accrued either in whole
or in part prior to the Second Petition Date, but will not be
payable in the ordinary course of the Debtors' business until a
later date. The Debtors intend to pay these prepetition benefits
for the period prior to the Second Petition Date.  This sum is
estimated to be less than $60,000.

The Debtors also intend to pay all costs incident to pre-
petition compensation and deductions, such as processing costs
and the employer portion of the payroll-related taxes, as well
as accrued but unpaid prepetition charges for administration of
the Benefit programs. These prepetition processing costs are de
minimis. (Kaiser Bankruptcy News, Issue No. 5; Bankruptcy  
Creditors' Service, Inc., 609/392-0900)   


KASPER A.S.L: Expects Full-Year 2001 Net Loss to Top $77 Million
----------------------------------------------------------------
Kasper A.S.L, Ltd. and certain of its subsidiaries filed a
petition for relief under Chapter 11 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court for the Southern District of New
York on February 5, 2002. The Company indicates that it is
unable to timely file its Annual Report on Form 10-K for the
year ended December 29, 2001 because compliance with the
periodic reporting requirements of the Securities Exchange Act
of 1934, as amended, would cause significant hardship and
unreasonable burden in terms of expense and effort on the part
of the Company and its management. During the period immediately
prior to the filing of the Chapter 11 petition, the Company and
its management were primarily occupied with preparing for the
filing of the Chapter 11 petition and negotiating the terms of a
potential reorganization plan with certain of the Company's
creditors. Since the filing of the Chapter 11 petition, the
efforts of Kasper and its management have been occupied with
addressing the day-to-day needs of a Chapter 11 debtor,
including obtaining approval of the Bankruptcy Court for its
"first day orders" and non-ordinary course activities,
negotiating with the Company's creditor constituencies and on-
going efforts to consummate a reorganization plan.

Kasper's earnings for the year ended December 29, 2001 are
anticipated to be a net loss of approximately $77 million,
compared to a net loss of $25.2 million for the year ended
December 30, 2000. The Company incurred a significantly larger
net loss in 2001 than in 2000 as it continued its restructuring
by a change in management and preparations for pre-arranged
bankruptcy. The Company experienced a significant decrease in
gross profit as a result of

     (i) lower sales volume;

    (ii) a higher level of promotional allowances especially in
light of the weak retail environment and

   (iii) a substantial write-down of raw material inventories in
conjunction with a planned strategic change in the garment
procurement process.

The Company had higher restructuring and interest costs from
multiple bank amendments, professional fees and the write-off of
deferred financing costs.


KMART CORP: Wants Approval of Surety-Related Claims Settlement
--------------------------------------------------------------
Kmart Corporation and its 37 debtor-affiliates ask the Court for
an order:

    (i) approving the settlement of surety-related claims,

   (ii) authorizing continuation of surety bond program,

  (iii) approving extension of secured surety credit,

   (iv) granting liens and super priority administrative expense
        claims, and

    (v) providing adequate protection.

As part of the Debtors' nationwide retail merchandising
operations, the Debtors engage in a number of business
activities that require licenses, permits, and other government
authorizations.

Prior to the Petition Date, John Wm. Butler, Jr., Esq., at
Skadden, Arps, Slate, Meagher & Flom, in Chicago, Illinois,
relates that the Debtors customarily secured their obligations
under such requirements by procuring surety bonds from various
surety companies from:

    (1) XL Specialty Insurance Company,
    (2) Liberty Mutual Insurance Company,
    (3) RLI Insurance Company,
    (4) ACE, and
    (5) Kemper Insurance companies:

        -- Lumbermens Mutual Casualty Company,
        -- American Motorist Insurance Company,
        -- American Manufacturers Mutual Insurance Company, and
        -- American Protection Insurance Company.

Mr. Butler notes that the Pre-Petition Bonds were obtained to
satisfy various financial requirements imposed upon Kmart by the
named obligees on the Pre-Petition Bonds.

According to Mr. Butler, the General Sureties issued Pre-
Petition Bonds with respect to the Debtors' obligations under
various workers' compensation self-insurance programs, as well
as with respect to other financial requirements.  Travelers
Casualty and Surety Company and certain of its predecessors
primarily issued Pre-Petition Bonds for financial requirements
other than workers' compensation self-insurance programs, Mr.
Butler says.

Mr. Butler explains that the Pre-Petition Bonds were given as
financial assurance to the Obligees for a variety of obligations
of the Debtors in order to enable the Debtors to do business or
obtain services in numerous states.

For instance, Mr. Butler illustrates the various kinds of bonds:

(1) Workers' Compensation Bonds

    Workers' compensation and self-insurance bonds typically run
    in favor of a state worker's compensation division and
    required under the state's statutes for an employer -- such
    as Kmart -- to be self-insured in that state for workers'
    compensation claims.  However, Mr. Butler clarifies that
    being self-insured for workers' compensation claims is a
    privilege -- not a right -- that employers, such as Kmart,
    are granted.

(2) Utility Bonds

    In addition, Mr. Butler tells the Court, utility payment
    bonds are given to utility companies as financial assurance
    for the Debtors' payment of utility charges.

(3) L & P Bonds

    Public official bonds and license and permit bonds provide
    financial assurance to governmental units for the Debtors'
    remittance of all license and permit fees that the Debtors
    collect, and for the Debtors' assumption of various
    obligations of public officials for issuing certain permits
    and licenses to members of the public, such as: hunting and
    fishing, liquor, lottery, firearms, sales and use taxes.

(4) Appeal Bonds

    Appeal bonds and supersedeas bonds serve as security while a
    judgment is stayed pending appeal.  Once the appeal is
    decided, in the event that the Debtors or applicable
    insurance carrier is required to make payment and fails to
    do so, demand for payment on the surety can be made under
    the Bond.

(5) Insurance Bonds

    Deductible bonds and premium bonds are often required by an
    insurance carrier that has provided the Debtors with certain
    insurance coverage.  Insurance Bonds are designed to secure
    payment of a deductible or premium, as the case may be, that
    is due under the insurance policy.

Mr. Butler reports that the penal sums for the Pre-petition
Bonds of the General Sureties total in excess of $240,000,000,
of which approximately $174,000,000 is for Workers Comp Bonds
relating to Kmart's status as a self-insured employer in
approximately 26 states.  Mr. Butler adds that the penal sums
for Pre-Petition Bonds issued by Travelers total approximately
$31,000,000.

                     Indemnity Obligations

Prior to the Petition Date and in the ordinary course of their
business, Mr. Butler relates that the Debtors executed general
agreements of indemnity in favor of each of the Sureties for any
surety bonds issued at the request of the Debtors, including,
but not limited to, the Pre-Petition Bonds.  According to Mr.
Butler, the Kmart Indemnity Agreements provide that Kmart agrees
to pay each of the Sureties for, among other things, any loss
and expense, including reasonable attorney fees, incurred by the
Sureties by reason of having executed the Pre-Petition Bonds.

However, Mr. Butler complains that prior to the Petition Date,
the Sureties issued various notices of cancellation to Kmart
concerning a number of the Pre-Petition Bonds.  And since
Kmart's bankruptcy filing, Mr. Butler says, certain of the Pre-
Petition Bonds have terminated in accordance with their
respective terms and conditions.

                        Payment Demands

As a result of:

-- Kmart's financial difficulties that led to the filing of
   these cases,
-- the delivery of the Cancellation Notices, and
-- the occurrence of the Expired Bonds,

Mr. Butler informs Judge Sonderby that the Sureties received
numerous demands for payment from various Obligees.  The
Sureties had previously requested 100% collateral on the
outstanding penal sums, Mr. Butler adds.

                    Regulatory Proceedings

In addition, Mr. Butler continues, proceedings have been
instituted, and in some instances completed, against Kmart in
various jurisdictions to revoke Kmart's self-insured and workers
compensation status or to prevent Kmart from engaging to certain
activities covered by some of the Pre-Petition Bonds.

                    Regulatory Requirements

Mr. Butler relates that Kmart has also been notified in various
jurisdictions that in order for Kmart to continue to operate its
facilities in such jurisdiction, Kmart will have to:

-- obtain the immediate rescission of all Cancellation Notices,
-- obtain the reinstatement or replacement of certain of the
   Pre-Petition Bonds, or
-- provide comparable alternative credit enhancements, and
-- provide the issuance of surety bonds with maximum penal sums
   greater than the existing Pre-Petition Bonds.

According to Mr. Butler, the Sureties contend that:

    (a) the Pre-Petition Bonds are financial accommodations that
        cannot be assumed under Section 365 of the Bankruptcy
        Code, and accordingly

    (b) all of the Pre-Petition Bonds were effectively
        terminated upon the Petition Date due to the
        commencement of these bankruptcy cases.

Kmart disputes the Sureties' contention and expressly reserves
all of its rights relating to the Pre-Petition Bonds.  But Kmart
admits that without the Sureties' consent, they do not have the
right to:

    (1) require the Sureties to reinstate canceled bonds, or
    (2) issue new bonds, replacements bonds or renewal bonds, or
    (3) increase existing bonds.

Mr. Butler notes that Kmart's ability to:

    (a) maintain certain of the Pre-Petition Bonds in full force
        and effect, including, but not limited to, the
        reinstatement of those Bonds subject to certain of the
        Cancellation Notices and the replacement of certain of
        the Expired Bonds; and

    (b) obtain new surety bonds or increases in the maximum
        penal sums payable under certain of the Pre-Petition
        Bonds,

-- is critical for Kmart and the other Debtors and for the
Debtors' successful reorganization.

Since the Petition Date, Mr. Butler tells the Court that Kmart
had exhaustively reviewed alternatives to the Surety Bond
Program and had discussions with many of the Obligees regarding
such alternatives.   As a result of such review and discussions,
Mr. Butler reports that the most cost effective means of
addressing these issues -- in a fashion that is in the best
interest of the creditors in these cases, and in order to avoid
imminent irreparable harm to the estates -- is to structure a
continuation and implementation of the Surety Bond Program that
resolves certain of the issues.

Accordingly, Mr. Butler says, Kmart and the Sureties have had
extensive negotiations concerning Kmart's request for the
development of the Surety Bond Program and its immediate
implementation in order to address the urgencies presented by
the Payment Demands, Regulatory Proceedings and Regulatory
Requirements being imposed on, or brought against, Kmart.

                         Term Sheet

Mr. Butler advises the Court that Kmart has entered into a Term
Sheet with the General Sureties that will provide for the
immediate continuation and implementation of the Surety Bond
Program.

But in the event that the Debtors are unable to reach an
accommodation with their Sureties, Mr. Butler explains that the
Debtors will need to find alternative sources to address the
bonded risks or withdraw from the activities that require
bonding.  Kmart estimates that its replacement bonding
requirements for bonds other than Workers Compensation Bonds
will be between $130,000,000 and $150,000,000.

To date, Mr. Butler says, Kmart has only been able to identify a
fraction of this replacement coverage, which would be available
on 100% collateralized basis at rates substantially in excess of
those it currently pays.

With respect to Workers' Compensation Bonds, Mr. Butler relates
that Kmart would likely be required to shift from self-insurance
to private insurance, which would require substantial collateral
at substantially increased costs.  But if no private insurance
is available for these risks, Mr. Butler notes that Kmart would
have to participate in individual state workers' compensation
assigned risk pools and would lose the ability to manage its
workers' compensation losses, again at substantially increased
costs.

The principal provisions of the Debtors' agreement with the
General Sureties are:

(A) The General Sureties shall immediately extend the effective
    dates of the Cancellation Notices to March 21, 2002 in order
    to allow for court consideration and approval of the Term
    Sheet.  This extension is designed to address the immediate
    nature of the issues facing the Debtors and will obligate
    the General Sureties for the stated period on the relevant
    bonds without regard to court approval of the balance of the
    surety credit provisions. The General Sureties' agreement in
    this regard exposes the General Sureties to substantial
    additional exposure for which they may receive no offsetting
    benefit in the absence of court approval. This agreement,
    however, is in consideration of the Debtors' agreement to
    resume and or continue payment of the obligations that are
    secured by the Bonds issued by the General Sureties through
    March 21, 2002.

(B) Provided there is no event of default entitling the General
    Sureties to cancel Bonds, the General Sureties agree to
    renew existing bonds upon the expiration of the current term
    for a period of one year from the date of the order
    approving these terms with no additional underwriting
    review.  This requirement is designed to give Kmart some
    comfort that surety credit will be available on a meaningful
    going-forward basis.

(C) As part of the parties' agreement, Kmart shall post
    collateral in favor of the General Sureties to the form of
    cash deposits or one or more irrevocable letters of credit
    in the aggregate amount of $33,431,000 to secure its
    Indemnity Obligations for both:

        (i) pre-petition claims, and
       (ii) post-petition claims.

(D) Under the agreement, Kmart may also request new bonds from
    any General Surety and increase the penal limits of existing
    bonds. The General Sureties may issue such bonds in
    accordance with the standard underwriting practices of each
    such Surety, provided however, that each such new bond or
    increase shall be matched dollar for dollar by an increase
    in collateral.  New collateral can be cross-collateralized
    to pay all surety bonds (reinstated, renewed, existing or
    new bond) obligations from post-petition claims or events.

(E) For so long as the General Sureties maintain or continue
    pre-petition bonds, Kmart shall continue administering and
    paying all workers' compensation claims and other
    obligations with respect thereto and shall pay and perform
    all obligations secured by all other bonds the Sureties keep
    in effect for Kmart's post-petition operations (hunting,
    fishing, liquor bonds, etc.), as they become due in the
    ordinary course of business.  Similarly, Kmart will continue
    administering and paying post-petition bonds and workers'
    compensation claims and all other post-petition bonded
    obligations as they become due in the ordinary course of its
    business.

(F) The Sureties shall not seek to cancel bonds placed in effect
    for Kmart's post-petition operations unless:

      (i) any obligation under any one or more of the reinstated
          and renewed bonds or any premium owed with respect to
          one or more of the reinstated or renewed bonds is not
          paid as it becomes due, subject to applicable grace
          periods not to exceed 15 days;

     (ii) Kmart shall have ceased the operation of its stores
          generally;

    (iii) Kmart shall have disposed of substantially all of its
          assets through a sale, reorganization plan or
          otherwise;

     (iv) Kmart shall have become unable to pay all of its
          administrative and other reorganization expenses and
          claims as they become due and payable;

      (v) Kmart's pending Chapter 11 proceedings are converted
          to liquidations proceedings under Chapter 7 of the
          Bankruptcy Code,

     (vi) a trustee or examiner is appointed by the Bankruptcy
          Court;

    (vii) Kmart's bankruptcy proceedings are dismissed; or

   (viii) there occurs and continues beyond any applicable grace
          period an event of default that is material by Kmart
          under any of the Surety's credit documents.

   The General Sureties may cancel any existing, reinstated or
   renewed bonds in the event that Kmart has ceased to engage in
   the operation or activity covered by such reinstated or
   renewed bond.

(G) General Surety losses, should they occur, incurred with
   respect to pre-petition claims will be afforded general
   unsecured creditor status.  All General Surety losses under
   renewal bonds, new bonds, or increases in bonds resulting
   from post-petition claims or events will be afforded
   super-priority status, subject to:

   -- the lien and claims of the DIP Lenders and cash management
      banks,

   -- the existing professional fee carve out,

   -- the Trade Creditor Facility, and

   -- the adequate protection liens afforded certain banks with
      respect to Petition Date set-off rights.

   All General Surety losses under reinstated bonds resulting
   from post-petition claims or events will be afforded ordinary
   administrative expense claim status.

(H) Insurance proceeds -- to the extent the same arise under
   insurance policies maintained by Kmart -- will be made
   available to the General Sureties where they can apply to
   cover losses the bonds would otherwise cover.  Kmart will
   undertake to use its commercially reasonable efforts to make
   such proceeds available to the General Sureties through
   assignment, if possible, or by other means. Kmart will use
   its commercially reasonable efforts to assure that such
   insurance coverage is applied to the risks or events that are
   covered by those policies and will consent to any assignment
   or other action required to assure this result. Kmart agrees
   that it will employ its best efforts to keep such policies in
   force, i.e., Kmart will continue to pay premiums and will not
   seek to cancel any such policies.

Mr. Butler advises the Court that the parties may agree on other
terms before the Final Hearing, including, but not limited to,
matters relating to the reimbursement of the Sureties' costs and
expenses, including reasonable attorneys fees, and the execution
of a new general contract of indemnity.

If the Court will not approve the Surety Bond Program, Mr.
Butler warns that the Debtors will likely be forced to litigate
with the Sureties on surety-related claims.  Though the Debtors
believe they have valid defenses to such claims, Mr. Butler
explains that the Debtors realize that any litigation over these
claims would:

-- be fact-intensive,
-- require significant discovery, and
-- be expensive and time-consuming.

In addition, Mr. Butler says, any litigation would require the
use of expert witnesses at considerable cost to the Debtors'
estates.  "This trial process could be expected to be both
lengthy and costly for both parties," Mr. Butler anticipates.
Mr. Butler emphasizes that the Debtors' management cannot afford
to devote resources and energies to litigating these surety-
related claims at this early stage in the Debtors'
reorganization effort.

So rather than risk the uncertainty of litigation on these
issues, the Debtors have decided to settle the dispute with the
Sureties as proposed in the Program.

Mr. Butler assures Judge Sonderby that the Debtors and the
Sureties have negotiated at arms' length and in good faith the
terms and provisions of the Surety Bond Program.  "The terms and
provisions of the Surety Bond Program are fair and reasonable
under the Debtors' unique circumstances and reflect the most
favorable, and indeed, the only terms upon which the Debtors
could obtain the needed surety bonds," Mr. Butler adds.

Furthermore, Mr. Butler asserts that the financing under the
Surety Bond Program will enable the Debtors, among other things,
to:

    (a) maintain the continuity of their operations, and
    (b) maximize the value of their business and properties.

In a supplemental motion, the Debtors inform the Court that they
have come to an agreement with Travelers Casualty and Surety
Company of America on a continued surety program.  Accordingly,
the Debtors request the Court's approval of the Travelers Surety
Program, which is similar to the Surety Bond Program. (Kmart
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


KMART CORP: Bankruptcy Filing Fuels US CMBS Downgrades, S&P Says
----------------------------------------------------------------
A proliferation of domestic CMBS downgrade activity fueled by
Kmart Corp.'s bankruptcy filing and deteriorating corporate
credit rating contributed heavily to downgrade activity in the
first quarter of 2002.

In the three-month period there were a total of 52 lowered
ratings and 28 raised ratings.

A total of 18 Kmart credit tenant lease (CTL) transactions were
downgraded twice during the quarter, accounting for 36 of the
total 52 downgrades. Kmart's corporate credit rating was lowered
to 'B-' from 'BB' on Jan. 14, and to 'CCC-' two days later,
before being dropped to 'D' on Jan. 22 after the company
announced it would file for bankruptcy protection.

The lodging sector also experienced downgrades and CreditWatch
negative placements this quarter due to a rise in delinquency
rates. Among these was a class that defaulted because of
interest shortfalls from a relatively large appraisal reduction,
which was the only security to default during the quarter. "At
this point, Standard & Poor's is cautiously optimistic that
future lodging-related rating actions will be limited, given the
fact that many transactions have no more than a 10 to 15%
lodging exposure," said Roy Chun, managing director in Standard
& Poor's Structured Finance Surveillance group.

On a more positive note, of the 28 raised rating actions in the
CMBS sector, 10 were initiated on 1998 vintage transactions. In
these transactions, the average debt service coverage (DSC) rose
to 1.7 times from 1.5x, and subordination levels increased by
about 8%. Standard & Poor's expects that during the next year or
so, property market conditions will cause DSCs and valuations to
decline somewhat, but will not likely give back the entire
amount of appreciation that has occurred during the past four
years.

This information is contained in a detailed report titled:
"Structured Finance Ratings Roundup Quarterly: First-Quarter
Performance Trends." The report covers significant rating
activity across all segments of the structured finance market,
as well as servicer evaluations, real estate companies, and
international arenas.

"Structured Finance Ratings Roundup Quarterly: First-Quarter
Performance Trends" is available on RatingsDirect, Standard &
Poor's Web-based credit analysis system. The article is also
available on Standard & Poor's Web site at
http://www.standardandpoors.com Go to Resource Center, select  
Structured Finance, and then select "Structured Finance Ratings
Roundup Quarterly."


KMART: Agrees to an Orderly Shutdown of Penske Service Centers
--------------------------------------------------------------
Kmart Corporation (NYSE: KM) and Penske Corporation, Penske Auto
Centers, Inc., and Penske Auto Centers, LLC announced that they
have reached an agreement whereby Penske and Kmart will work
together to achieve an orderly wind-down of operations at auto
service centers at more than 550 Kmart stores across the United
States.

Under terms of the Agreement, which is subject to the issuance
of a signed order by the United States Bankruptcy Court for the
Northern District of Illinois, Penske and Kmart will cooperate
to assure an orderly wind-down of the business following
Penske's unilateral decision to close the business as of April
6, 2002.

Under the agreement, Penske has earmarked funds for certain
close down expenses, including facility restoration, removal of
hazardous waste and materials associated with the wind-down, and
monies to support Penske Auto Center's future customer's
warranty needs.  Penske Corporation has approved funding PAC's
payment of approximately $10 million for salaries, severance,
and future medical expenses of PAC employees.  Penske has also
agreed to pay $6 million to Kmart under the terms of a master
lease guarantee, and Penske Auto Centers, LLC also has agreed to
waive a claim of $5 million that allegedly was owed as a result
of Kmart's previously announced store closing plan.

Separately, Penske clarified that the statement contained in a
document submitted by Penske to the Bankruptcy Court entitled
"Consent In Lieu of Meeting Of The Management Committee Of
Penske Auto Centers, LLC" and dated March 29, 2002 regarding
reports of a Kmart plan to close as many of 700 additional
stores was not based on any business plan, memorandum, or other
documentation provided by Kmart to Penske.  Penske states that
this document was prepared by Penske and not previously shared
with Kmart.  Further, Kmart reiterated that it currently has no
plans to close additional stores and that any future store
closings would be part of its overall strategy for exiting
Chapter 11.

"We're pleased to have reached this Agreement and are moving
forward with a plan to convert the space occupied by Penske to
additional Kmart selling space," said James B. Adamson, Chairman
and Chief Executive Officer. "Furthermore, we are confident
Penske's departure will not have any adverse affect on our
business."

Roger S. Penske, Chairman of Penske Corporation, said:  "This
agreement allows us to meet our primary objective of taking care
of our employees and customers."

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  

Penske Corporation is a closely-held diversified transportation
services company which includes Penske Truck Leasing
Corporation; Penske Automotive Group, Inc.; UnitedAuto Group,
Inc.; Penske Auto Centers; Penske Capital Partners, L.L.C;
Penske Transportation Components L.L.C.; and Penske Performance,
Inc.  Penske Corporation and its subsidiaries manage and
operate businesses with annual revenues approximating $11
billion and employ 29,000 people at more than 3,000 worldwide
locations.


LTV: Steel Unit Wants to Reimburse Almono Due Diligence Expenses
----------------------------------------------------------------
LTV Steel Company, Inc., asks Judge Bodoh to approve expense
reimbursement protection for the prospective purchaser of the
site of LTV Steel's former Hazelwood Coke Plant.  S. Todd Brown
tells Judge Bodoh that since 1999, when operations at LTV
Steel's Hazelwood Coke Plant ceased, the Debtors have been
preparing for sale and marketing the property that comprises
that former plant.  This property consists of:

       (a) approximately 171.203 acres of real property owned
           by LTV Steel and located in Allegheny County,
           Pennsylvania; and

       (b) approximately 6.278 acres of real property located
           on the LTV Land, know as the Mon Railroad Land,
           that is owned by the Debtors' non-debtor affiliate
           The Monongahela Connecting Railroad Company; and

       (c) certain improvements on the real property.

Specifically, because the Property constitutes valuable
riverfront property, LTV Steel and its broker, Colliers
International, developed a strategy for the disposition of the
Property that had as its key component the voluntary
environmental clean-up of the Property under the Pennsylvania
"brownfield" law known as "Act 2".  Under this clean-up plan,
among other things, LTV Steel would retain certain buildings
and riverfront improvements while demolishing the coke plant and
other facilities with little potential for reuse.  Based upon
the Act 2 environmental clean-up requirements, planned
demolition activity and the configuration of the site, the
Property was divided into two distinct parcels, or phases.

Phase I, or the northwesterly area of approximately 44 acres,
required very little demolition and environmental cleanup to
meet nonresidential development standards under Act 1.  A
release from the Pennsylvania Department of Environmental
Protection from further action against the Phase I Property has
already been received.  Because the Property has been, or will
be, remediated to meet nonresidential cleanup standards, the
deeds for the Property will contain restrictions prohibiting
residential use and the use of the ground water on the property
unless further action is taken with respect to the Property.

Phase II, consisting of the southeasterly area of approximately
131 acres was the site of the former coke plant and is the
subject of an ongoing cleanup plan under Act 2.

Based on an informal agreement that LTV Steel had with the City
of Pittsburgh Urban Redevelopment Authority, LTV Steel had
agreed to contact the URA when it determined to sell the
Property.  Accordingly, Colliers inquired as to URA's interest
in the property once the coke plant was shut down.  The URA
initially evinced considerable interest in a purchase of the
Property, subject to LTV's securing releases from the DEP under
Act 2 for both phases of the Property.  After adjustments for
the significant area of the Property encumbered by easements to
CSX and the additional non-debtor Seller for railroad tacks and
uncertainties raised by the ongoing nature of the environmental
remediation, the parties established a price of $10,000,000 for
the property.  As negotiations progressed, however, the URA
began to offer many speculative justifications for attempting to
reduce the price dramatically.  The URA ultimately indicated
that it would "take the property off LTV's hands" for one
dollar.  LTV rejected this proposal.

Thereafter LTV Steel and Colliers began to pursue expressions of
interest from prospective purchasers and to contact other
purchasers that might have an interest in acquiring the
Property.  Colliers initiated or responded to inquiries from
approximately 13 interested parties.  Also at this time Colliers
was approached by the Pittsburgh Strategic Investment Fund, a
non-for-profit organization that acts as a convener and
supporter of efforts to further the growth, development and
redevelopment of Pittsburgh.  The PSIC proposed to convene a
consortium of Pittsburgh-based private foundations known as
Almono LP for the purpose of acquiring the Property.

After extensive discussions with prospective purchasers of the
Property, Almono emerged as the only bidder for the Property.  A
series of negotiations among LTV, Colliers and representatives
of the foundations comprising Almono has transpired during the
past 12 months and has resulted in the parties' negotiating a
definitive and nearly-final proposed Sale and Purchase Agreement
among the Sellers and Almono. The parties expect to sign the
proposed agreement within the week.

                  Terms of the Proposed Agreement

       Purchase Price:  Almono will pay $10,000,000 in cash for
the Property, of which $3,000,000 will be paid at the closing of
the sale of Phase I Property, and $7,000,000 of which will be
deposited into escrow at the time of the Phase I property
closing.  At the Phase II property closing, which is expected to
occur upon the receipt of an Act 2 release from the DEP for the
Phase II property, the $7 million will be disbursed from escrow
to the Sellers.

       Allocation:  LTV Steel will receive $6,700,000 of the
Phase II purchase price upon the closing of the sale of the
Phase II property. The remaining $300,000 of eh Phase II
purchase price will be paid to the non-debtor additional seller.

       Options:  If the DEP does not grant an unconditional
release under Act 2 to LTV Steel for the Phase II property,
Almono has the option of (a) proceeding with the acquisition of
the Phase II property, or (b) terminating the proposed agreement
and having the escrowed $7 million refunded.  If the latter
occurred, Almono would continue to own the Phase I property, and
LTV Steel would be free to sell the Phase II property to another
buyer.  If LTV Steel is able to secure an unconditional Act 2
release with respect to the Phase II property, Almono is
required to complete the acquisition of the Phase II property
by December 31, 2002.

                      Expense Reimbursement

The negotiations between LTV Steel and Almono have spanned the
past year and, due to the significant environmental issues
related to the property as well as the evolving nature of the
remediation on the Phase II property, Almono has already
expended a substantial amount in connection with due diligence
and the negotiation of the proposed Agreement.  Moreover,
consistent with its obligation under the Bankruptcy Code, LTV
Steel has specifically reserved its rights in the proposed
Agreement to subject the offer contained in the proposed
Agreement to the possibility of LTV Steel's receiving and
accepting a higher and better offer for the Property.

To compensate Almono for the reasonable, actual out-of-pocket
expenses that it has incurred in connection with the due
diligence, negotiation, and other costs that led to the proposed
Agreement, Almono has requested expense reimbursement
protection, which is subject to a cap. Accordingly, the proposed
Agreement provides in pertinent part that:

     [I]n order for the Seller to comply with its fiduciary
     duties under the Bankruptcy Code, Purchaser acknowledges
     that Seller may solicit additional offers and may accept
     any other offer for the Acquired Property upon terms and
     conditions that Seller, in its sole discretion, deems
     higher or better than the terms and conditions of this
     Agreement.  Seller may submit such Higher or Better Offer
     to the Bankruptcy Court at the Sale Hearing and, effective
     upon the Bankruptcy Court's approval of such Higher or
     Better Offer, this Agreement shall terminate without
     further liability on the party of any Party to the other
     hereunder or in respect of the transactions contemplated
     hereby; except that, if such termination occurs, Sellers
     shall, within two business days of closing the Transaction
     that is the subject of the Higher and Better Offer, Cause
     the Escrow Agent to disburse the Earnest Money to Purchaser
     and reimburse Purchaser, after submission by Purchaser to
     Sellers of reasonable documentation and subject to
     Bankruptcy Court approval, for Purchaser's reasonable out-
     of-pocket fees and expenses up to $300,000.00 actually
     incurred by it in connection with this Agreement.

The Capped Expense Reimbursement is being sought to protect
Almono from substantial losses in the event that it is not the
successful purchaser of the Property.  Almono has requested such
protection, and LTV Steel believes that such a request is
reasonable under the circumstances and constitutes a proper use
of its estate property under the Bankruptcy Code. (LTV
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MARINER POST-ACUTE: Resolves Disputes with Kelett Entities
----------------------------------------------------------
Mariner Post-Acute Network, Inc., and its debtor-affiliates seek
the Court's approval of a Settlement Agreement resolving
numerous disputes among the Mariner Entities on the one hand and
the Kellett Entities on the other hand, related to Leases under
which an MHG Debtor was the Tenant as of the petition date,
ancillary agreements, a management agreement under which MHG
Debtors manage facilities, and various claims.

All the Kellett Entities are affiliates of Samuel B. Kellett.
Mr. Kelett owns approximately 5% of the stock of MPAN, and is an
"insider" of the Debtors because he is a former member of the
Board of Directors jof MPAN. He has resigned such position
during the pendency of the MPAN chapter 11 case, and of MHG,
prior to the acquisition by MPAN.

* The Leases

On the Petition Date, Mariner Health Care of Nashville, Inc., a
wholly-owned subsidiary of MHG, was a Tenant of 15 skilled
nursing facilities pursuant to 14 leases with Kellett Entities.  
One of the leases was rejected during the course of the chapter
11 cases. The Kellett Facilities are commonly referred to as:

(a) Mariner Health of Belleaire, f/k/a Belleaire East Health
     Care Center,

(b) Mariner Health of Clearwater, f/k/a East Bay Nursing Center,

(c) Mariner Health of Conway Lakes, f/k/a Conway Lakes Nursing
     Center,

(d) Mariner Health of Denver, f/k/a South Monaco Care Center,

(e) Mariner Health of First Colony, f/k/a/ Colony House,

(f) Mariner Health of Greenwood Village, f/k/a Heritage Park
     Manner,

(g) Mariner Health of Melbourne, f/k/a Melbourne Terrace
     Restorative Care Center,

(h) Mariner Health of North Dallas, f/k/a Meadowgreen/North
     Dallas Restorative Care Center,

(i) Mariner Health of NW Houston, f/k/a/ Villa Northwest
     Restorative Care Center,

(j) Mariner Health of Port Charlotte, f/k/a Palmview Healthcare
     Center,

(k) Mariner Health of Tallahassee, f/k/a/ Centerville Care      
     Center,

(1) Mariner Health of Winterhaven, f/k/a Spring Lake Nursing
     Center,

(m) Mariner Health of Woodwind Lakes, f/k/a Woodwind Lakes
     Restorative Care Center, and

(n) Mariner Health of Bethany f/k/a Bethany Village
     (collectively, excluding Mariner Health of Bethany (which
     lease was rejected during the chapter 11 cases)

* Ancillary Agreements

Tenant was also party to certain ancillary agreements including
agreements which granted Tenant options to purchase certain of
the facilities subject to the Kellett Leases. In connection with
such options to purchase, the MHG Debtors have paid substantial
deposits to the Landlords, which deposits will be applied to the
option purchase prices if and when the options are exercised.
MHG has guaranteed certain obligations of the Tenant. As of the
Petition Date, defaults under the Assumed Agreements consisted
primarily of (a) unpaid real and personal property of
approximately $760,000, (b) mechanic's liens against the
properties subject to the Kellett Leases, and (c) other minor
obligations collectively totaling, exclusive of real and
personal property taxes, approximately $19,000,

* Promissory Notes and Management Agreements re Arlington
     Heights and Villa Medical

Two of the Kellett Entities had executed promissory notes,
guaranteed by Samuel B. Kellett and Stiles Kellett personally,
in favor of Mariner Health of Nashville, Inc. in settlement of
amounts owed by those Kellett Entities upon termination of
management arrangements regarding two affiliated facilities
known as Arlington Heights and Villa Medical. Collectively, the
promissory notes have principal amount due of $1.6 million, and
were interest free until their May, 1999 maturity date.
Thereafter, they have accrued interest at 12% per annum since
the scheduled maturity date.

* Management Agreements re Sun Terrace, Haltom and Lake Towers

The MHG Debtors previously managed two other skilled nursing
facilities (Sun Terrace and Haltom) and one assisted living
facility (Lake Towers) on behalf of two of the Kellett Entities.

When the MHG Debtors' management agreements ended in June, 1999,
the MHG Debtors allege that they were owed accrued and unpaid
management fees of $584,902. In addition, the MHG Debtors
advanced payroll, operating expenses and other obligations on
behalf of these facilities, irrespective of whether revenue from
the facilities was sufficient to cover costs or other
obligations. At the time the management agreements terminated,
these amounts allegedly totaled $5.0 million.

The Kellett Entities dispute this assertion. In offset, the MHG
Debtors retained approxrmately $2.0 million of the Sun Terrace
facility' s working capital upon termination of the management
arrangements. In further offset, the Kellett Entities assert
substantial management claims with respect to the Sun Terrace,
Lake Towers and Haltom facilities.

* Claims

The Kellett Entities have asserted a number of other claims
against the MHG Debtors and the MPAN Debtors, including
securities-related claims, lease default claims, Medicare-
recoupment indemnify claims, and an array of mismanagement
claims related to MHG's previous management of the Sun Terrace,
Lake Towers and Haltom facilities. The Kellett entities maintain
that the aggregate amount of their claims against the Debtors
exceed $100,000,000, and that all other amounts alleged to be
owed to the Debtors by the Kellett Entities are subject to
setoff. In total, the claims asserted by the Kellett Entities
against the Debtors exceed those asserted by the Debtors against
the Kellett Entities.

                    The Settlement Agreement

The Settlement Agreement genera1ly provides for the following:

a.  Assumption of the Kellett Leases and other agreements;

    As a condition, the Debtors have agreed to provide prompt
     cure of all defaults in the form of the payment of (i) all
     real property taxes due and unpaid, (ii) certain other
     minor charges;

b.  Payment of the cure amounts due under the assumed Kellett
     Leases; and

c.  A settlement of the various other claims and counterclaims
     by

     1. the leasing by one of the Kellett Entities to one of
     the MHG Debtors of a 92-bed nursing facility in
     Kenansville, North Carolina, more particulary known as
     Guardian Care of Kenansville, including a reduction of up
     to $250,000 in the option price to acquire the Woodwind
     Lakes Nursing Facility if possession of the Guardian Care
     of Kenansville facility is not delivered by July 1, 2002,

     2. the granting by the Kellett Entities to one of the MHG
     Debtors of a contract to manage the Lake Towers Retirement
     Center and the Sun Terrace Nursing Center,

     3. the granting by a Kellett Entity to one of the MHG
     Debtors of an option to purchase the facilities covered by
     the lease of the North Dallas Rehabilitation Hospital and
     Mariner Health of North Dallas facility during the three-
     year period beginning May 24, 2007, and ending May 23,
     2010, for a fixed price of $7,000,000,

     4. extending by two years (to a total of three years) the
     periods within which the MHG Debtors may exercise the
     options previously granted to acquire certain facilities
     subject to the assumed Kellett Leases,

     5.  changing certain debt service coverage ratios in
     certain of the assumed Kellett Leases in the event that the
     Kellett Entities as Landlord obtain relief from such
     requirements from their mortgagor,

     6. providing a MPAN guaranty of the obligations arising
     under the assumed Kellett Leases, and

     7. otherwise granting mutual releases among the parties.

     The Debtors believe that the Settlement Agreement clearly
     falls within the range of reasonableness and entry into
     the Settlement Agreement is in the best interest of
     Debtors, their creditors and estates. Moreover, the
     Settlement Agreement is the product of extensive arm's-
     length negotiations among representatives of the Kellett
     Entities and the Debtors.

Accordingly, the Debtors sought and obtained the Court's
authority

(a) to consummate the Settlement Agreements, including the
     ancillary agreement;

(b) to assume the Kellett Leases, and pay the agreed upon cure
     amounts in connection with the assumption;

(c) to compromise and release all outstanding claims as provided
     in the Settlement Agreement, and

(d) to execute guaranties as required by the Settlement
Agreement. (Mariner Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


MCLEODUSA INC: Committee Gets OK to Hire Morris as Co-Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
case of McLeodUSA Inc., obtains authority from the Court to
retain Morris, Nichols, Arsht & Tunnell as Co-Counsel effective
February 13, 2002.

                         Compensation

Morris, Nichols' professionals will bill for services at its
customary hourly rates:

          Professional                       Compensation
          ------------                       ------------
          Robert J. Dehney (Partner)         $425 per hour
          Gregory W. Werkheiser (Associate)  $305 per hour
          Donna L. Harris (Associate)        $250 per hour
          Angela R. Conway (Paralegal)       $155 per hour
(McLeodUSA Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


NATIONAL STEEL: U.S. Trustee Balks At Lazard's Engagement Terms
---------------------------------------------------------------
Ira Bodenstein, the United States Trustee for the Northern
District of Illinois, disputes the retention of Lazard Freres
by National Steel Corporation and its debtor-affiliates because
"the indemnification provision unreasonably exposes the Debtors'
estates to unlimited risk and deprives the Debtors of any
redress against Lazard Freres for damages resulting from
Lazard's own negligence.  The provision is inconsistent with
concepts of professionalism," Mr. Bodenstein asserts.

Mr. Bodenstein explains that in order for the Court to approve
the Lazard Freres application, the Debtors must clearly
establish that the Lazard Indemnification is reasonable.  The US
Trustee believes that such indemnification provisions are
inappropriate. "The indemnification provisions has the potential
to adversely affect all creditors, as well as current employees
and the retirees, by saddling the estate with unlimited
liability," Mr. Bodenstein adds.

Furthermore, Mr. Bodenstein relates that if the Debtors were to
dispute a Lazard Freres claim for indemnification, the Debtors
and Lazard Freres would be adverse to one another.  Pre-approval
of the indemnification provisions would nullify by divesting the
Debtors' rights to challenge any claim by an indemnified person.
In addition, Mr. Bodenstein relates that given that the Lazard
Freres professionals are so highly compensated, it is not
unreasonable to expect Lazard Freres to be fully accountable for
the services they will provide.  What Lazard Freres is
attempting to do with the indemnity provisions is to shift its
own cost of doing business to the Debtors' estates.  "Shifting
the potential risk of a huge post-petition administrative claim
could jeopardize the Debtors' ability to confirm a plan of
reorganization," Mr. Bodenstein adds.  The creditors in this
case would bear the cost of paying for an indemnified person's
negligence.

"Lazard Freres requests retention as a professional, with
compensation commensurate with its expertise, yet refuses to
stand behind its work," Mr. Bodenstein notes.  The US Trustee
asserts that it is inappropriate and unreasonable to expose the
Debtors' estates to an open-ended unlimited risk of damages
resulting for Lazard Freres' own negligence.

Therefore, The U.S. Trustee asks the Court to deny the Debtors'
application to employ Lazard Freres. (National Steel Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


NATIONSRENT: Gets OK to Continue Strategic Alliance with Lowe's
---------------------------------------------------------------
NationsRent, Inc. (NRNT) announced that it has received approval
from the U.S. Bankruptcy Court to continue its strategic
alliance with the Lowe's Companies, Inc. (NYSE: LOW), the
world's second largest home improvement retailer, as NationsRent
moves through the Chapter 11 reorganization process.

NationsRent sought early approval from the U.S. Bankruptcy Court
for the District of Delaware to continue the scheduled opening
of rental centers in Lowe's Home Improvement Warehouse stores.  
Approval of the motion reflects the support NationsRent has
received from its senior lenders, as well as the official
committee of the unsecured creditors.

NationsRent currently operates 47 rental centers at Lowe's
stores and plans to open 23 additional centers at Lowe's this
year.  NationsRent and Lowe's entered into a strategic alliance
in October 2000, which created rental centers within Lowe's
stores.

Philip V. Petrocelli, President and Chief Executive Officer of
NationsRent, said, "This is really a win-win situation for
everyone involved: NationsRent, Lowe's and our respective
customers.  The 'store-within-a-store' structure gives Lowe's
customers easy access to NationsRent's full line of rental
equipment.  Lowe's do-it-yourself retail and commercial business
customers alike can save both time and money on their projects."

NationsRent filed for Chapter 11 protection in the U.S.
Bankruptcy Court in the District of Delaware on December 17,
2001.  In February, NationsRent named Mr. Petrocelli as
President and Chief Executive Officer on an interim basis and is
currently conducting a search for a permanent CEO. Additionally,
the Company recently announced the Court's final approval of $55
million debtor-in-possession (DIP) financing led by Fleet
National Bank.

Headquartered in Fort Lauderdale, Florida, NationsRent is one of
the country's leading construction equipment rental companies
and operates over 235 locations in 27 states.  NationsRent
branded stores offer a broad range of high-quality construction
equipment with a focus on superior customer service at
affordable prices with convenient locations in major
metropolitan markets throughout the U.S.  More information on
NationsRent is available on its home page at
http://www.nationsrent.com

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


NEW WORLD RESTAURANT: S&P Places B- Credit Rating On Watch Neg.
---------------------------------------------------------------
On April 5, 2002, Standard & Poor's placed its 'B-' long-term
corporate credit rating on New World Restaurant Group Inc. on
CreditWatch with negative implications following the company's
announcement that its chairman had resigned, that it had
terminated with cause its chief financial officer, that it was
delaying the filing of its annual report on form 10-K for fiscal
2001, and that it was notified by the SEC that it is conducting
an informal investigation into those matters.

Furthermore, the company has yet to complete its planned $155
million senior secured note offering, the proceeds of which were
to be used to repay $140 million of existing notes that are due
June 2003 and a portion of a $36 million bridge loan that is due
June 2002.


NTEX INC: Completes Reorganization of Camtx Subsidiary
------------------------------------------------------
Ntex Incorporated ("Ntex") has completed its previously
disclosed reorganization and privatization of its wholly owned
subsidiary Camtx Corporation ("Camtx" - formerly Ntex
Corporation).

With this reorganization Ntex has now limited its involvement in
Camtx to a 25% equity interest.

As a result of this reorganization, Ntex's 15-1/2% Senior Notes
due 2006 remain obligations only of Ntex and are not guaranteed
by any of Camtx's operating subsidiaries.

Camtx has stated that current management will remain in place
and that it expects no change in business activities.


PACIFIC GAS: Gains Okay to Assume Main Line Extension Contracts
---------------------------------------------------------------
Pacific Gas and Electric Company obtained the Court's authority
to (1) assume all executory line extension contracts to which
PG&E is a party and (2) pay all amounts validly owed to
customers pursuant to any line extension contracts, whether or
not executory; and (3) establish the dispute resolution
procedure to resolve any disputes relating to amounts payable to
customers pursuant to such line extension contracts.

The Majority Of The Line Extension Contracts Are Executory as
the term is defined in Section 365 of the Bankruptcy Code, i.e.
contracts regarding which "performance remains due to some
extent on both sides."

PG&E is deemed to have assumed all executory main line extension
contracts to which it is a party and shall pay all amounts
validly owing under all executory and non-executory main line
extension contracts plus interest on any amounts owed at the
rate of 10% per annum form and after April 6, 2001 (of, if
later, the date such payment was due and owing) until the date
of such payment.

In the order dated March 25, 2002, the Court directs PG&E to
commence making these payments within 90 days and to make all
such payments no later than nine months from the date, provided
that PG&E shall consider bona fide applications for payment
priority from main line extension contract counterparts on the
basis of hardship or other reasonable basis.

When PG&E believes that all payments have been made with respect
to a particular main line extension contract, it will send a
final notice which sets forth dispute resolution procedures.
With respect to an unresolved dispute, PG&E will file a motion
with the Court to seek judicial determination of the proper
amount owed. If PG&E fails to file such a motion within 120 days
of receipt of a notice of dispute, the amount sought by the
disputing party will be deemed to be the right amount. Any
disputing party may file its own motion if it does not want to
be included in PG&E's motion.

Delta Builders' request to allow Main Line Extension creditors
the right to offset their claims against post-petition
obligations owed PG&E is denied. (Pacific Gas Bankruptcy News,
Issue No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PELORUS: Signs-Up Jennings Capital to Review Refinancing Options
----------------------------------------------------------------
Pelorus Navigation Systems Inc. (CDNX: PN) announces that the
Board of Directors has retained the services of Jennings
Capital Inc. to assist the Company in evaluating all possible
alternatives to maximize shareholder value, including but not
limited to investment in or refinancing of the Company, sale of
the Company as a whole, or sale of all or a portion of the
Company's assets.

"The impending FAA procurement of ground based Satellite Landing
Systems provides a unique opportunity to maximize shareholder
value" commented Michael C. J. Beamish, President and CEO.

Founded in 1981, Pelorus Navigation Systems Inc. is a global
provider of products and services to facilitate safe, reliable
aircraft landings. Pelorus designs, manufactures, installs and
maintains ground based radio navigation systems and products and
markets its products and services through its own direct sales
force and a worldwide network of agents and strategic alliances.

Pelorus' head office is in Calgary, Alberta, with manufacturing
facilities in Calgary and Saskatoon, Saskatchewan. The company's
wholly owned subsidiaries, Pelorus AustralAsia Pty Limited and
Interscan International Pty Limited have offices in Sydney,
Australia, and Beijing, China.


PENN SPECIALTY: Asks to Stretch Plan Exclusivity Through July 8
---------------------------------------------------------------
Penn Specialty Chemicals asks the U.S. Bankruptcy Court for the
District of Delaware for an additional 90 days to file a chapter
11 plan of reorganization.  The Debtor wants its exclusive
period extended to July 8, 2002 and the Company asks for a
concomitant extension of its exclusive solicitation period
through September 6, 2002.

The Debtor relates to the Court that it has made substantial
progress in its case by attempting to identify potential
acquirers and by preparing whatever structures or necessary
programs to successfully reorganize.  The consummation of the
sale would preserve the going concern value of the company for
the benefit of the Debtors' estate. The Debtor hopes that there
will be significant developments in these efforts to restructure
and reorganize in the very near future.

The Debtor believes that if any party were to file a Plan prior
to the culmination of the Debtor's current reorganization
discussions, it would disrupt its efforts to sell its business
to the highest bidder or to successfully implement some other
strategic arrangement.

The requested relief will not delay the Plan process, but will
simply permit that process to move forward in an orderly
fashion, the Debtor adds.

Penn Specialty, one of the world's largest suppliers of
specialty chemicals THF and PTMEG, filed for chapter 11
protection on July 9, 2001, in the U.S. Bankruptcy Court for the
District of Delaware.  Deborah E. Spivack, Esq., at Richards,
Layton & Finger, in Wilmington, Delaware, represents the company
in its restructuring effort.


PENSKE AUTO: Ceases Service Ctr. Operations at 563 Kmart Stores
---------------------------------------------------------------
Penske Auto Centers, LLC, announced that it has discontinued
operations of all of its automotive service centers.  The
company, which purchased the automotive service business from
Kmart Corporation in November 1995, had operated at 563 Kmart
locations in 44 states.

Jim Wheat, President and CEO of PAC said, "Our team is focused
on assuring an orderly transition for all of our constituents
including customers and employees.  Importantly, wherever
possible we will try to provide our employees with opportunities
for positions within the Penske family of companies."  Mr. Wheat
will continue in his current position as PAC operations
wind down.

In another news release, the senior officials of Penske Auto
Centers, LLC (PAC) including Richard J. Peters, Chairman, Jim
Wheat, President, and Roger S. Penske, Director announced that
the April 6, 2002, press release regarding Penske Auto Centers
issued by Kmart Corporation was misleading.  PAC, which is owned
64% by a subsidiary of Penske Corporation and 36% by Kmart, has
operated 563 auto service centers at Kmart locations nationwide.

Richard Peters stated, "After reviewing the release from Kmart
this afternoon, I feel obliged for the benefit of our employees
and customers to provide background on some of the events
surrounding PAC's decision to discontinue operations.  Over the
past five months, PAC management has conducted numerous meetings
with senior Kmart officials to discuss strategies to provide
support to PAC during Kmart's restructuring and subsequent
Chapter 11 bankruptcy filing.  During that period, Penske
Corporation provided over $40 million to support the viability
of PAC."

On March 27, 2002, Peters and Penske met with Kmart's Chief
Operating Officer, Julian Day and Chief Restructuring Officer,
Ronald Hutchinson. Peters, commenting on the meeting, stated,
"Julian Day informed us that Kmart had determined through their
research that the auto centers provided no value to its core
business.  Kmart was therefore unwilling to provide any support
to PAC and agreed that the best course of action was to close
PAC."

Peters added further, "On April 1, Kmart then defaulted on a $5
million payment that was contractually due to PAC as a result of
the Kmart store closures announced in March."

PAC will appear before the court in Chicago on April 8 to
protect its interests.  Peters added, "Our immediate focus is on
the well being of our employees and their families as well as
our customers.  I regret that these actions had to be taken."


PRANDIUM: Soliciting Noteholders on Prepackaged Chapter 11 Plan
---------------------------------------------------------------
Prandium, Inc. (OTC Bulletin Board: PDIM), announced that it and
its wholly-owned subsidiary, FRI-MRD Corporation, began
soliciting approvals of a prepackaged plan of reorganization
from the holders of certain of the Company's indebtedness.

The solicitation follows an agreement in principle regarding a
restructuring with an authorized representative of holders of a
majority of FRI-MRD's 15% Senior Discount Notes and 14% Senior
Secured Discount Notes and with certain members of an informal
group who hold in excess of 40% of Prandium's 9-3/4% Senior
Notes.

The Company also announced that other than with respect to a
commitment to sell the Company's Hamburger Hamlet business, the
prepackaged plan will not involve any of its operating
subsidiaries.  The Company believes its available cash balances
will provide sufficient financial resources to fully fund
operations during the anticipated restructuring period and will
maintain all normal business functions, including marketing and
concept development activities designed to generate new
business.

Under the plan of reorganization, current equity securities of
Prandium, Inc. and all of Prandium's 10-7/8% Notes will be
cancelled for no consideration; Prandium's 9-3/4% Notes will be
cancelled in exchange for new Prandium equity; the FRI-MRD 14%
Notes will be exchanged at a discount for cash and the FRI-MRD
15% Notes will be exchanged at a discount for cash and new FRI-
MRD 12% Notes which will require no cash principal and interest
payments until January 2005.  All unsecured creditors of the
Company, including trade creditors, will be paid in full, in the
ordinary course of business.  The Offering Memorandum and
Disclosure Statement distributed to the noteholders describes
the distributions proposed under the plan in detail. Upon
confirmation of the plan of reorganization, the new capital
structure will relieve the Company of significant debt service
requirements and allow the Company to devote substantially all
of its resources to the growth of its businesses.

Implementation of the plan of reorganization requires the
approval of holders of at least two thirds of the outstanding
principal amount who vote on the plan, and a majority in number
of holders who vote on the plan, of each of Prandium's 9-3/4%
Notes, FRI-MRD's 15% Notes and FRI-MRD's 14% Notes.  An
authorized representative of holders of a majority of FRI-MRD's
notes has agreed to approve the plan, subject to the terms of a
lock-up agreement, including the ultimate sale of the Company's
Hamburger Hamlet business. An informal group, holding in excess
of 50% of the Prandium 9-3/4% Notes, is supportive of the plan
and, as of the date hereof, members of the group holding in
excess of 40% of the Prandium 9-3/4% Notes have agreed to
approve the plan, subject to the terms of a lock-up agreement.  
The remaining member of the informal group is in the process of
reviewing documents under which it would agree to approve the
plan.

If sufficient approval is obtained, the prepackaged Chapter 11
petition filing is expected to be made after acceptances are
received and tallied, which is currently anticipated to be on or
about May 3, 2002.  The Company anticipates that the prepackaged
plan of reorganization should be confirmed during the quarter
ending June 30, 2002.

"Our senior bondholders have expressed support for our plan,"
commented Kevin Relyea, Prandium Chairman and Chief Executive
Officer.  "Prandium has some great people who believe in the
potential of our brands.  Because of them, I have confidence
that we can emerge from this reorganization with an excellent
opportunity to create value."

Today, the Company owns and operates the Koo Koo Roo, Hamburger
Hamlet and Chi-Chi's restaurant chains and in 2001 generated
sales of approximately $290 million.  Keeping the management
team focused on executing the business plan, increasing
restaurant level cash flow and right sizing the corporate
support team in anticipation of the reorganized company have
been top priorities for Mr. Relyea and his team this past year.  
The Company realized an improvement of restaurant level cash
flow of 6.6% in fiscal 2001 as compared to 2000.  Total long-
term debt was $235.2 million at the close of the 2001 fiscal
year.  This debt resulted in accrued interest expenses of $28.2
million in fiscal 2001.

The Company cannot provide ultimate assurance that it will be
able to reach final agreement with its creditors with respect to
an acceptable capital restructuring until such time as the final
votes regarding the plan are tallied. If the Company cannot
reach such an agreement with its noteholders, it will need to
consider other alternatives, including, but not limited to, a
federal bankruptcy filing without a prearranged or prepackaged
reorganization plan. There can be no assurance that the Company
would be able to reorganize successfully in such a proceeding.  
Under any circumstances, the Company anticipates that there will
not be value available for distribution to its current
stockholders or the holders of the 10-7/8% subordinated Prandium
Notes.

Prandium operates a portfolio of full-service and fast-casual
restaurants including Hamburger Hamlet, Koo Koo Roo, and Chi-
Chi's in the United States. Prandium, Inc. is headquartered in
Irvine, California.  To contact the company call (949) 863-8500,
or the toll-free investor information line at (888) 288-PRAN, or
link to http://www.prandium.com


PRECISION SPECIALTY: Taps Collier Shannon as Litigation Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
the application of Precision Specialty Metals, Inc., to retain
and employ Collier Shannon Scott LLP as special litigation
counsel, nunc pro tunc to July 16, 2001.  The Debtor needs
Collier Shannon to perform the legal services that will be
necessary to resolve the litigation that has been pending in the
United States Court of International Trade (Precision Specialty
Metals, Inc. v. United States).

The Debtor tells the Court that it seeks to retain Collier
Shannon because of the firm's familiarity with the Debtor's
business operations and expertise in the area of international
trade disputed and litigation.

The Debtor is a member of the Coalition of Scrap Exporters. The
members of the Coalition will share any litigation expenses with
regard to the retention of Collier Shannon. Each member of the
Coalition agrees to pay 25% of all drawback received as the
result of a settlement of the successful prosecution of the
case.

As set forth in the agreement, Collier Shannon will:

     1) prepare for and take Test Case through trial and handle
        the prosecution of any appeal that will arise therefrom;

     2) negotiate the disposition of any cases currently
        suspended in the basis on the Test Case;

     3) in the event that the conclusion of the Test Case
        results in Precision or any other members of the
        Coalition becoming entitled to receive drawback on any
        pending or denied claims, Collier Shannon will work with
        the Department of Justice, U.S. Customs, and the
        drawback consultants representing the members of the
        Coalition, including the firm Appel-Revoir, to ensure
        timely payment of all such claims;

     4) continue to explore with Customs the possibility of an
        early settlement of this matter.

Precision Specialty Metals is a specialty steel conversion mill
engaged in re-rolling, slitting, cutting and polishing stainless
steel and high- performance alloy hot band into standard or
customized finished thin-gauge strip and sheet product. The
Company filed for Chapter 11 petition on June 16, 2001 in the
U.S. Bankruptcy Court for the District of Delaware. Laura Davis
Jones, Esq. at Pachulski, Stang, Ziebl, Young & Jones P.C.
represents the Debtor on its restructuring efforts.


PRIME GROUP: Shareholders' Group Seeks Ouster of Board Chairman
---------------------------------------------------------------
A group of shareholders in Prime Group Realty Trust (NYSE: PGE)
has formed a Committee to Restore Shareholder Value. The
Committee believes that PGE's Chairman, Michael Reschke, has a
severe conflict of interest and should be removed from that
position immediately.

The Committee accepts membership by like-minded shareholders.  
Inquiries should be addressed to PGEcommittee@yahoo.com.

Pursuant to its purposes, the Committee has forwarded the
following letter to PGE's Board of Trustees:

Michael Reschke, Chairman
Richard Curto, CEO
Stephen Nardi, Consultant
Christopher Nassetta, President, Host Marriott Corp
Jacque Ducharme, President, Julien Studley Inc.
James Thompson, Chairman, Winston & Strawn

Dear Trustee,

     We urge you to remove Michael Reschke and Richard Curto
from their positions as Chairman and Chief Executive Officer.  
We feel that Mr. Reshcke's interests differ markedly from our
own and that he and Mr. Curto represent PGE's largest
liabilities in the eyes of the financial community.

     In October 2001, Primestone, an entity controlled by Mr.
Reschke, defaulted on a $100 million loan from Vornado Realty
Trust (NYSE: VNO) and Cadim Inc.  The loan was collateralized by
roughly eight million PGE common shares, representing most of
Mr. Reschke's stake in PGE.  Mr. Reschke subsequently filed for
bankruptcy protection for Primestone and he and Mr. Curto
rescinded their letters of resignation from PGE that were to
take effect in the event of default.  In the ensuing loss of
confidence in the character and fiscal responsibility of PGE's
management, PGE has lost 40% of its value; in the same period,
the value of comparable firms has increased by 15%.  While it is
not your responsibility as Trustees to second-guess the outcome
of Mr. Reschke's litigation, it is your responsibility to
appoint a Chairman and CEO who serve the interests of all PGE
shareholders in the meantime.

     It appears that Mr. Reschke could salvage something from
Primestone's stake in PGE in one of two ways: (1) by dragging
out the Primestone litigation until PGE stock somehow recovers
to over $12.50 per share (where the value of the eight million
PGE shares posted as collateral would equal Primestone's debt)
or (2) by extracting a favorable legal settlement from VNO and
Cadim in exchange for preserving the value of the collateral.  
He would seem to be financially indifferent to a stock price
between zero and $12.50, or worse, benefit from a low stock
price and the threat of PGE's bankruptcy, which reduce the value
of the collateral and increase his bargaining power vis-a-vis
VNO and Cadim.  Ordinary shareholders are being used as chips in
a high-stakes poker game.  It is hard to imagine a worse
conflict of interest between a Chairman and his shareholders.

     Furthermore, for the past three months, PGE has faced the
risk of involuntary bankruptcy due to the potential redemption
of $40 million of PGE's Preferred A shares.  Inexplicably, the
Board has left Mssrs. Reschke and Curto to negotiate with
creditors who are fully aware of how the parties chose to deal
with another creditor.  Mr. Reschke recently stated that he
hopes to solve PGE's liquidity crisis with asset sales.  Given
PGE's outstanding tax indemnification agreements, asset sales
may be inferior to completing an entity-level transaction or
issuing additional debt or equity.  Yet as described above, Mr.
Reschke would be unlikely to consider a sale of PGE for less
than $12.50 per share.  And who would provide debt or equity
financing to an entity led by Mr. Reschke?

     In our opinion, the Board of Trustees has been remiss in
its fiduciary duties for some time, causing shareholders to pay
a heavy price.  Please remove Messrs. Reschke and Curto now
before more damage is done.

                         Sincerely,

                         Daniel Kaufman
                         Chairman of the
                         Committee to Restore Shareholder Value


PRINTING ARTS: Delaware Court Sets May 15, 2002 Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes May
15, 2002 as the Claims Bar Date -- the deadline by which
creditors of Printing Arts America Inc. and its debtor-
affiliates must file proofs of claim or be forever barred from
asserting that claim.

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

          Logan & Company Inc.
          Attn: Printing Arts America Claims Department
          546 Valley Road, Upper Monteclair, NJ 07043

Proofs of claim are not required to be filed anymore if they
are:

     a) claims not listed as "disputed," "contingent" or
        "unliquidated" in the Schedules; and who agrees with the
        nature, classification and amount of such claim set
        forth in the Schedules;

     b) claims or interests previously allowed by, or
        paid pursuant to, an order of this Court; and

     c) claims allowable under 11 U.S.C. Sec. 507 (a)(1) as
        expenses of administration.

Printing Arts America, Inc. filed for chapter 11 protection on
November 1, 2001 in the U.S. Bankruptcy Court for the District
of Delaware. Teresa K.D. Currier, Esq. and William H. Schorling,
Esq. at Klett Rooney Lieber & Schorling represent the Debtors in
their restructuring efforts. When the Company filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


RELIANCE GROUP: PBGC Assumes RIC's Underfunded Pension Plan
-----------------------------------------------------------
On February 28, 2002, E. William FitzGerald, Director
Communications & Public Affairs, announced that the Pension
Benefit Guaranty Corporation assumed responsibility for the
underfunded pension plan covering more than 8,700 employees of
Reliance Insurance Company.  The insolvent Philadelphia-based
property/casualty insurer is now being liquidated by the
Pennsylvania Department of Insurance.

"PBGC is stepping in because the company is liquidating, and the
pension plan will be unable to pay benefits when due," said PBGC
Executive Director Steven A. Kandarian. "PBGC's insurance
guarantee protects the basic pension benefits of Reliance
employees. Retirees will continue to receive monthly checks
subject to federal maximum guarantees, and the benefits of other
employees will be kept safe until they reach retirement age."

The Reliance Insurance Company Employees Retirement Plan
terminated on February 28, 2002. With assets of about $143
million to cover benefit liabilities totaling around $267
million, the Reliance plan is underfunded by about $124 million,
according to PBGC estimates. PBGC will add its assets to those
of the plan to make sure the guaranteed pension benefits of
Reliance employees are paid. PBGC's action does not affect the
Reliance Holding Group pension plan, which is ongoing. Under
federal pension law, the 2002 maximum guaranteed benefit for
workers retiring at age 65 is $3,579.55 a month (or $42,954.60 a
year). Maximum guarantees are adjusted for retirees older or
younger than age 65 and for those who choose survivor benefits.
PBGC estimates show most participants will receive their full
benefit.

Workers and retirees do not need to take any action. Reliance
pension plan participants who have questions about benefits or
who wish to retire may contact PBGC's Customer Service Center
toll-free at 1-800-400-7242. For TTY/TDD users, call the federal
relay service toll-free at 1-800-877-8339 and ask to be
connected to 800-400-7242. Information pertaining to the
Reliance pension plan may also be found on the Trusteed Plans
Info section at http://www.pbgc.gov/

PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974 to guarantee payment of
basic pension benefits earned by more than 43 million American
workers and retirees participating in nearly 38,000 private-
sector defined benefit pension plans. The agency receives no
funds from general tax revenues. Operations are financed largely
by insurance premiums paid by companies that sponsor pension
plans and by PBGC's investment returns. (Reliance Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    


SENSE TECHNOLOGIES: Hendrick Steps Down from Board of Directors
---------------------------------------------------------------
On March 26, 2002, Sense Technologies Inc. received a letter of
resignation from Mr. J.R. Hendrick, III, in which he resigned
from the Board of Directors.  Mr. Hendrick agreed to continue
with the Company as the chairman of the Company's newly formed
Strategic Advisory Board, which will consist of senior
executives from the industries and professions most relevant to
the Company's business.  Mr. Hendrick stated that he resigned
from the Company's Board of Directors due to time constraints
and his resignation became effective immediately.

Sense Technologies Inc., is a leading developer of rearward
obstacle detection and collision avoidance technology for the
motor vehicle industry. Sense's patented Guardian Alert Backup
Warning System is the only all- weather, maintenance-free, back-
up warning device that deploys Doppler- sensing, microwave-radar
technology to alert drivers to obstacles behind them when the
vehicle is in reverse. Founded in 1997, the company is publicly
traded on the NASDAQ: SNSG. At November 30, 2001, the company
had a working capital deficit of about $1.4 million, and a total
shareholders' equity deficit of a little over $100 million.


SERVICE MERCHANDISE: Graco Settles for 1/1,000th of What We Said
----------------------------------------------------------------
Prior to March 14, 2001, Service Merchandise Company, Inc., and
its debtor-affiliates initiated an adversary proceeding by
filing their Complaint for Damages and Related Relief against
Newell Rubbermaid, Inc., doing business as Graco Children's
Products, Inc.  Service Merchandise sought to recover
approximately $26,000.  

The Parties reached a settlement resolving the Complaint, with
Graco paying the Debtors $16,650.

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

   "Except as otherwise provided, Graco is released from any and
   all claims and causes of action arising from or related to
   the sale of the goods to the Debtors, which claims or causes
   of action arose on or before November 2000; provided that the
   foregoing release does not apply to any claims or causes
   arising out of any indemnity obligation, fraud,
   misrepresentation, negligence or other tortuous conduct,
   breach of any warranty, or arising under the Bankruptcy
   Code."

This is a CORRECTION.  The TCR erroneously reported in the
Friday edition that Greco paid Service Merchandise $16,650,000
in settlement of the dispute.  The correct figure is $16,650.


SPESCOM SOFTWARE: Initiates Plan to Achieve Break-Even Cash Flow
----------------------------------------------------------------
Spescom Software, Inc., formerly Altris Software, Inc. (OTC BB:
ALTS), a leading provider of integrated document, configuration
and records management (iDCR) solutions, announced that its
holding company, Spescom Ltd., is in the process of facilitating
the raising of an additional $1.6 million loan for working
capital requirements enabling the company to effect its
restructuring plans in an effort to return the company to
profitability.

To date, $400,000 has already been received with the remaining
balance in the process of being finalized. The loan will bear an
annual interest rate of 10% and is payable on demand. As part of
the loan, the company will grant a security interest in favor of
Spescom Ltd. in respect of company's entire assets.

As considered in the company's previous earnings announcement in
February 2002, the company also announced today that it has
implemented a strategic cost reduction plan to achieve a more
appropriate cost-to-revenue ratio suited to the company's size.
As a result of the restructuring plan, management's goal is to
achieve breakeven on earnings before interest, taxes,
depreciation and amortization (EBITDA) basis by its fourth
quarter of its financial year-end, September 30, 2002. As part
of the restructuring the company plans to take a charge of
approximately $250,000 in the second quarter ending March 31,
2002 related to personnel reductions and related costs.

Carl Mostert, chief executive officer, stated, "We are very
pleased that Spescom Ltd. recognizes and validates the value
behind our technology as well as our growth expectations as
demonstrated by the additional funding currently being
negotiated. In addition, our strategic restructuring plan
enables the company to reduce our costs to a level that is aimed
at achieving a breakeven cash flow by our fiscal year-end, while
still maintaining our core competencies.

"We remain committed to focusing on a number of major short-term
opportunities in our targeted vertical markets of
transportation, utilities, local government and telcos.
Moreover, we continue to see significant interest for our
powerful iDCR solutions and firmly believe that we offer
compelling business benefits to our customers. Based on this
funding and restructuring, we will be in a much stronger
position to successfully meet the current challenging market
conditions and to aggressively pursue the significant
opportunities before us as well as prepare the company for
growth as the economy recovers."

Spescom Software (OTC BB: ALTS) delivers enterprise eBusiness
solutions that provide rapid access to accurate information in
context to customers, assets, products and processes, resulting
in improved customer satisfaction, productivity and safety. It
achieves this through a tightly integrated suite of document,
configuration and records management technologies that not only
allows it to capture and securely store information, but also
organizes and structures this information to place it in
context.

Key customers include Continental Airlines, AmerenUE, City of
Winston-Salem, Britannia Airways, Northeast Utilities, City of
Tempe, Chesterfield County, London Underground, Eastern
Municipal Water District, Colorado Springs Utilities, Ocean
Energy and many others.

eB is a registered trademark of Spescom Software Inc. eB
comprises an extensive set of software components that together
form the foundation for an extremely flexible and powerful
information management platform. eB's components include: media
management; document management; document control; item control
and action and workflow components. These components are tightly
integrated with CAD, GIS, office and email applications to
capture and view information. The full functionality of eB is
available via a set of API's that enable the rapid definition
and deployment of customer specific solutions and integration
with other line-of-business applications including ERP, CRM,
SCM, maintenance management and project management products.

Spescom Limited is an Information and Communications Technology
(ICT) company with operations in USA, UK and South Africa. The
group is active in two main areas of the world IT market, namely
offering product and solutions to connect to the networked
economy, and the provision of software solutions to manage
information and knowledge.

The strategic focus is on the convergence of knowledge,
document, configuration and voice transaction management
technologies.

Spescom holds the controlling interest in USA based, Spescom
Software Inc., a NASDAQ, OTC BB listed company, and the
developers of the award winning eB software.

At September 30, 2001, Spescom Software's balance sheet showed a
working capital deficit of $25 million, and a total
shareholders' equity deficit of $1.3 million.


STARWOOD HOTELS: Names Ernst & Young to Replace Arthur Andersen
---------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc. (NYSE:HOT) announced
that its Board of Directors has appointed Ernst & Young as the
Company's independent auditors, replacing Arthur Andersen.

The selection was made after careful consideration of several
firms by Starwood's Board of Directors and Audit Committee.

"Arthur Andersen has served as Starwood's independent auditor
since the acquisition of ITT Corporation in early 1998,
providing excellent service and acting with professionalism and
integrity. The decision to change auditors followed a long and
thoughtful review of various alternatives," said Ron Brown,
Starwood's EVP and CFO. "We would like to thank Arthur Andersen
for their efforts on behalf of Starwood, and particularly those
individuals with whom we have worked."

The appointment of Ernst & Young will be submitted to
shareholders for ratification at the Company's annual meeting on
May 17, 2002. The Company will file a Form 8-K with the
Securities and Exchange Commission with respect to the change in
outside auditors.

Starwood Hotels & Resorts Worldwide, Inc. (NYSE:HOT) is one of
the leading hotel and leisure companies in the world with more
than 740 properties in more than 80 countries and 110,000
employees at its owned and managed properties. With
internationally renowned brands, Starwood is a fully integrated
owner, operator and franchiser of hotels and resorts including:
St. Regis, The Luxury Collection, Sheraton, Westin, Four Points
by Sheraton, W brands, as well as Starwood Vacation Ownership,
Inc., one of the premier developers and operators of high
quality vacation interval ownership resorts. At December 31,
2001, the company recorded a working capital deficit of about
$710 million.

For more information, please visit http://www.starwood.com


STARWOOD HOTELS: Plans $1BB Senior Debt Private Offering
--------------------------------------------------------
Starwood Hotels and Resorts Worldwide, Inc. announced that it
expects to make a private offer of approximately $1 billion of
senior notes.

The offering will be in two tranches, a five-year tranche and a
ten-year tranche, and Starwood expects to use the proceeds to
repay all of its increasing rate notes and a portion of its
senior credit facility.

Starwood anticipates that the notes will be offered, with
registration rights, in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended, and outside the United States pursuant
to Regulation S under the Securities Act. The notes will not be
initially registered under the Securities Act and therefore may
not be offered or sold in the United States without registration
or an applicable exemption from the registration requirements of
the Securities Act. It is anticipated that a registration
statement will be filed under the Securities Act to permit
exchange of the notes for registered notes or resale of the
notes.

Starwood Hotels & Resorts Worldwide, Inc. (NYSE:HOT) is one of
the leading hotel and leisure companies in the world with more
than 740 properties in more than 80 countries and 110,000
employees at its owned and managed properties. With
internationally renowned brands, Starwood is a fully integrated
owner, operator and franchiser of hotels and resorts including:
St. Regis, The Luxury Collection, Sheraton, Westin, Four Points
by Sheraton, W brands, as well as Starwood Vacation Ownership,
Inc., one of the premier developers and operators of high
quality vacation interval ownership resorts. For more
information, please visit http://www.starwood.com


STARWOOD HOTELS: Fitch Rates Proposed $1BB Senior Notes at BB+
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Starwood Hotels &
Resorts Worldwide, Inc.'s (NYSE:HOT) proposed $1.0 billion in
senior notes issued under Rule 144A. The proposed senior notes
will be issued in two tranches, five-year senior notes due 2007
and 10-year senior notes due 2012. The proceeds from the
issuance will be used to repay $500 million in Increasing Rate
Notes (IRNs) and a portion of HOT's senior credit facility.
Revolver availability at Dec. 31, 2001, was approximately $440
million. The Rating Outlook is Negative.

The following ratings have been affirmed:

    Starwood Hotels & Resorts Worldwide Inc.:

    --Implied senior unsecured rating at 'BB+';
    --$1.1 billion revolving credit facility due 2003 at 'BB+';
    --$775 million term loan due 2003 at 'BB+;'
    --$423 million term loan due 2003 at 'BB+';
    --$507 million in series A & series B convertible notes due
      2021 at 'BB+'.

    ITT Corporation:

    --$250 million 6.75% notes due 2003 at 'BB+';
    --$450 million 6.75% notes due 2005 at 'BB+';
    --$448 million 7.375% debentures due 2015 at 'BB+';
    --$148 million 7.75% debentures due 2025 at 'BB+'.

The ratings reflects HOT's strong brand names, ownership of key
assets in markets with high barriers to entry, and global
diversity of cash flows, largely derived in Europe and Latin
America. Offsetting factors include the approximately $1.3
billion in bank debt (pro forma for the issuance) and $250
million in notes maturing in 2003. The new debt issuance
addresses in part these pending maturities and HOT's bank
refinancing is expected to occur over the upcoming months.

While revenue per available room has shown meaningful
improvement since the lows experienced following the events of
September 11, the first quarter 2002 remained challenging in the
lodging industry. In particular, according to Smith Travel
Research, RevPAR nationwide decreased 23.4% in September 2001
compared to September 2000, but has improved to an estimated
decline of 8%-10% in March versus the same month last year.
However, the upscale segment of the market and properties
located in major urban areas, which HOT is dependent upon, have
experienced greater declines than the national average. In
addition, HOT derives nearly 80% of its EBITDA from owned,
leased or joint venture hotels. The high degree of operating
leverage associated with owned hotels makes RevPAR declines
difficult to offset.

At Dec. 31, 2001, leverage as measured by debt/EBITDA increased
to approximately 4.5 times compared to around 3.6x at Dec. 31,
2000. The increase in leverage is primarily a result of an
approximately 20% decline in EBITDA as the events of September
11 caused a severe decline in both business and leisure travel.
Debt levels increased slightly to $5.6 billion at Dec. 31, 2001
from the third quarter 2001 and are expected to increase only a
bit at the end of the first quarter 2002. Fitch expects HOT's
credit profile to improve in the second half of 2002 as
comparisons become easier and assuming an improving economy
leads to a rebound in travel. HOT is also in the process of
marketing its CIGA assets for sale and Fitch expects asset
divestiture proceeds would be directed towards debt reduction.

Following planned capital expenditures of $300 million (which
was reduced from $477 million in 2001), HOT expects
discretionary cash flow to approximate $500 million during 2002.
Application of excess cash to debt reduction, a continued
improvement in the operating environment and the successful
refinancing of HOT's bank credit agreement could lead to a
Stable Rating Outlook in the near term.


TRI-NATIONAL: Wrangles with Senior Care Re Mexican Properties
-------------------------------------------------------------
Tri-National Development Corp. (OTCBB:TNAVQ) announced that it
is presently engaged in adversarial litigation with Senior Care
Industries Inc. (OTCBB:SENC) in the United States Bankruptcy
Court, Southern District of California (Case No. 01-109640H11).

At issue in this litigation is Senior Care's claim to have
purchased a number of Mexican properties from TND. TND
vigorously denies Senior Care's claim, and opposes Senior Care's
repeated representations to the public that the subject Mexican
properties represent assets of Senior Care. Based upon the
evidence, TND expects to prevail in this litigation in due
course.

While this litigation between the parties is pending, and most
significantly, without disclosing the pendency of said
litigation, Senior Care issued a March 28, 2002 press release
containing false and misleading statements regarding TND's
development of property described therein as "the Vinas de
Bajamar land."

In its March 28, 2002 press release, Senior Care implies that
the subject property is inaccessible and asserts that it is
"filled with weeds" and that the office to be utilized by TND
"is an abandoned shack filled with bullet holes and a floor that
has fallen through to the ground from dry rot." In fact, the
property is accessible, with development work (including
bulldozer, road construction and lot staking operations)
proceeding in a timely fashion as previously announced by TND.
(Observers are welcome to visit the property to confirm the
progress of development. Additionally, photographs of work in
progress are in the process of being made available on TND's Web
site: www.tri-national.com). Further, TND's office at the
property is a structure totally suitable for serving as an "on-
site" sales office. It contains no bullets holes, and has a
concrete floor, which is physically incapable of suffering from
"dry rot."

Senior Care additionally asserts in the same press release that
"none of the land has been subdivided into lots and that there
is no master planned community that has ever been approved by
(sic) government body." These statements are also false.
Ensenada's Office of General Ecology and Urban Development has
approved TND subsidiary Planificacion y Desarrollo Jatay, S.A.
de C.V.'s plan to develop the property and subdivision is
underway.

As part of the above-described litigation pending between TND
and Senior Care, Senior Care claims to own "the Vinas de Bajamar
land" that TND is presently developing. Michael Sunstein,
president and CEO of TND said, "Senior Care's false and
misleading statements concerning TND's development of the
property appear aimed at improperly impeding TND's development
of the property, interfering with TND's relationships with
potential buyers and promoting Senior Care's position in the
litigation pending between the parties. Contrary to Senior Cares
false assertions, development on Vinas de Bajamar continues to
proceed as planned."

Tri-National Development Corp. is an international real estate
development, sales and management company focused on providing
up-scale affordable housing in the Baja region of Mexico and the
Southwestern US.


TRI-STATE OUTDOOR: Will Make Late Form 10-K Filing in 2 Weeks
-------------------------------------------------------------
Tri-State Outdoor Media Group, Inc. has experienced liquidity
problems and has defaulted on its Senior Notes.  The Company has
not been able to complete its audit but does believe the audit
will be completed within the next two weeks.  Upon completion it
is anticipated the Company's 10-K financial form will be filed
with the SEC.

There has been a downturn in the demand for the Company's
advertising display faces and, as stated, the Company has been
experiencing liquidity problems. The Company did not have
sufficient funds to make the required $5.5 million interest
payments due on November 15, 2001 to the holders of the
Company's Senior Notes and the Company remains in default. The
Company presently is negotiating with an ad/hoc committee of
Noteholders to restructure the Company's capitalization. The
Company's revenues for the fiscal year ended December 31, 2001
was approximately $26,680,000 and the net loss was approximately
$12,960,000.

The Company is a leading highway directional outdoor advertising
company, operating over 12,000 advertising displays, including
approximately 10,500 bulletins and approximately 1500 posters,
in 27 states in the eastern and central United States at
September 30, 2001. Essentially all of the Company's billboards
are located along interstate highways and primary and secondary
roads outside of urban areas.


USG CORP: PD Committee Taps Hilsoft Notifications as Consultants
----------------------------------------------------------------
Martin Dies, Chairman of The Official Committee of Asbestos
Property Damage Committee of USG Corporation and its debtor-
affiliates, and designee of the Catholic Archdiocese of New
Orleans, requests that Judge Newsome authorize the retention of
Hilsoft Notifications, an operating unit of Hilsoft, Inc., as a
consultant to the PD Committee.

In addition, Mr. Dies requests approval of Hilsoft's proposed
employment terms, nun pro tunc to March 19, 2002.  This
application is made pursuant to Sections 1103(a) and 328(a) of
Title 11 of the United States Code and Rules 2014(a) and 2016 of
the Federal Rules of Bankruptcy Procedure.

Mr. Dies explains that after the PD Committees' appointment on
July 16, 2001, the Debtors sought and received an order
approving their retention of certain experts, without requiring
the submission of separate retention applications for those
experts. Official committees appointed in the Chapter 11 Cases,
were also covered by that order.

During the March 19, 2002 omnibus hearing, he continues, the
Debtors stated their intention to seek the approval of a bar
date notice program, with respect to property damage claims,
during the April omnibus hearing. In order to assist the PD
Committee in the negotiation of the bar date notice program with
the Debtors, the PD Committee wants to retain Hilsoft as an
expert and its notice consultant.

Mr. Dies tells Judge Newsome that Hilsoft is a consulting firm
that specializes in designing, developing, analyzing and
implementing legal notification plans. To ensure the overall
effectiveness of legal notification efforts, Hilsoft
statistically quantifies and documents the potential claimant
audiences' exposure to notice, analyzing numerous measures of
notice plan adequacy.

Hilsoft has served as qualified legal notification adequacy
experts in numerous cChapter 11 and complex "mass tort" cases.
Such cases include: in re The Babcock & Wilcox Co., et al, In re
Dow Corning Corporation, In re Holocaust Victims Assets
Litigation, St. John v. American Home Products (Fen/Phen
Litigation), Barbanti v. W.R. Grace ("Zonolite" Litigation), and
In re W.R. Grace & Co., et al.

Hilsoft will provide consulting services for the PD Committee
throughout the course of the Chapter 11 Cases, including:

      (a) Analyzing and responding to the Debtors' proposed
          notification plan;

      (b) Analyzing and responding to proposed notice materials
          including, without limitation, print and television
          advertisements;

      (c) Assessing Debtors' or other parties' proposals,
          including, without limitation, proposals from other
          creditors' committees;

      (d) Assisting the PD Committee in negotiations with
          various parties;

      (e) If necessary, implementing the notice program;

      (f) Rendering expert testimony as required by the P.D.
          Committee;

      (g) Such other advisory services as may be requested by
          the P.D. Committee, from time to time.

If Hilsoft only consults and advises with respect to the bar
date notice program, Hilsoft has agreed to hourly compensation
rates, in accordance with its normal billing practices.
Hilsoft's current hourly rates are:

       Position             Charge per Hour
       --------             ---------------
       President                  $350
       Senior planners            $275
       Planners                   $225
       Administrators             $125
       Managers                   $ 95

If, however, Hilsoft proposes a bar date notice program that is
court approved and Hilsoft is to implement the program, Mr. Dies
relates that Hilsoft will forego any hourly compensation.
Instead, Hilsoft will agree to be compensated through the
aggregate fees Hilsoft is paid by media and publishers based on
the gross amount of its media notice program placements.

Hilsoft will bill the Debtors for reimbursement for all
reasonable out-of-pocket expenses incurred in connection with
its employment.

The PD Committee believes the fee structure is reasonable and
should be approved according to the standards established under
Section 328(a) of the Bankruptcy Code. The fee structure
reflects (i) the nature of the services Hilsoft will provide,
and (ii) the fee structure is typically used by Hilsoft and
other leading consultants.

Mr. Dies offers that the fee structure, in the PD Committee's
opinion, is also reasonable in light of (a) industry practice,
(b) market rates charged for comparable services both in and out
of the Chapter 11 context, (c) Hilsoft's substantial experience
with respect to notification programs, and (d) the nature and
scope or work Hilsoft will perform in the Chapter 11 Cases.

Hilsoft has assured the PD Committee that it does not have or
represent any interests materially adverse to the interests of
the Debtors or their estates, creditors, or equity interest
holders.  It further assures that it is a "disinterested person"
as defined in Section 101(14) of the Bankruptcy Code. Mr. Dies
asserts that Hilsoft's retention and employment is necessary and
in the best interest of the PD Committee, the Debtors and their
estates and creditors. (USG Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


VALLEY MEDIA: Court Approves Morris Nichols as Debtor's Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
the retention of Morris, Nichols, Arsht & Tunnell as substitute
debtor's counsel (replacing The Bayard Firm) in the chapter 11
case involving Valley Media, Inc.

The professional services that the Debtor expects for Morris
Nichols to render are:

     a) performing  all necessary services as the Debtor's
        counsel in connection with this Chapter 11 case
        including providing the Debtor with advice concerning
        its rights and duties as a debtor-in-possession,
        representing the Debtor, and preparing all necessary
        documents, motions, applications, answers, orders,
        reports and papers in connection with the administration
        of this Chapter 11 case on behalf of the Debtor;

     b) take all necessary actions to protect and preserve the
        Debtor's estate during its chapter 11 case, including
        prosecuting actions by the Debtor, defending actions
        commenced against the Debtor, negotiating litigation in
        which the Debtor is involved, and objecting to claims
        filed against the estate;

     c) representing the Debtor at hearing, meeting,
        conferences, etc., on matters pertaining to the affairs
        of the Debtor as debtor-in-possession; and

     d) performing all other necessary legal services.

Morris Nichols' customary hourly rates of professionals are:

             Partners             $340 to $480
             Associates           $210 to $320
             Paraprofessionals    $155
             File Clerks          $80

In connection with this engagement, the debtor has agreed to
provide Morris Nichols with $200,000 retainer. The Committee and
Congress Financial Corp. have agreed to the Retainer.

Valley Media Inc, a distributor of music and video entertainment
products, filed for chapter 11 protection on November 20, 2002.
Neil B. Glassman, Esq., Steven M. Yoder, Esq., and Christopher
A. Ward, Esq. at The Bayard Firm represent the Debtor in its
restructuring efforts. When the Company filed for protection
from its creditors, it listed $241,547,000 in total assets and
$259,206,000 in total debts.


VANGUARD AIRLINES: Dec. 31 Balance Sheet Upside-Down by $29MM
-------------------------------------------------------------
Vanguard Airlines, Inc. was incorporated in Delaware on April
25, 1994.  The Company's principal offices are located at 533
Mexico City Avenue, Kansas City International Airport, Kansas
City, Missouri 64153, and its telephone number is (816) 243-
2100.

Vanguard is a value-priced airline offering scheduled jet
service from a hub in Kansas City, Missouri.  As of March 1,
2002 the Company operates six leased Boeing 737-200 jet aircraft
and seven leased MD-80 Series jet aircraft.  The Company
operates approximately 58 daily flights to or from its hub in
Kansas City, Missouri, serving Atlanta, Austin, Buffalo/Niagara
Falls, Chicago-Midway, Colorado Springs, Dallas/Fort Worth,
Denver, Fort Lauderdale, Las Vegas, Los Angeles, New Orleans,
New York City, Pittsburgh and San Francisco.  Flights to Myrtle
Beach and Orlando are scheduled to commence on March 28, 2002
and April 22, 2002 respectively.

During 2000, the Company changed its service strategy from a
strategy of providing frequent service in short-to-medium haul
markets to a strategy of providing connecting service in
national markets over a Kansas City hub.  The Company
discontinued most service that did not connect to its hub in
Kansas City, including service between Chicago-Midway and each
of Denver, Minneapolis, Pittsburgh, Buffalo/Niagara Falls and
Cincinnati.  The Company added service from Kansas City to each
of New Orleans, Los Angeles, New York - LaGuardia, Austin
(Texas).  In 2001, the Company added service between Kansas City
and each of San Francisco, Las Vegas, Fort Lauderdale and
Colorado Springs.  Also in 2001, the Company began offering a
higher level of customer service, including the addition to its
fleet of newer MD-80 aircraft offering a SkyBox, business class
cabin, and adoption of the Sabre  global distribution system
offering full travel agency access to Vanguard flights.

            Financial Results - 2001 Compared to 2000

Any comparison of year-to-year results must take into
consideration the substantial recent changes in the Company's
route structure and business strategy.  Revenues derived from
new routes generally build over a period of time.  During 2001,
the Company introduced service from Kansas City to Austin, Las
Vegas, San Francisco, Fort Lauderdale and Colorado Springs.
Also, certain costs have increased as a result of transition
expense and the perceived need to commence new markets with low
frequency service.  Revenues and expenses were also impacted in
2001 as a result of the Company's transition to Sabre as its
host reservations system, and the Company's introduction of MD-
80 aircraft into its fleet.  Transition expenses related to both
the switch to Sabre and the introduction of MD-80 series
aircraft include training expense and the cost of acquisition of
equipment.

Any comparison of year-to-year results should also take into
consideration the industry-wide impact of the September 11, 2001
terrorist attacks.

For the twelve months ended December 31, 2001, the Company
realized a net loss of $30.9 million as compared with a net loss
of $26.0 million for the twelve months ended December 31, 2000.  
Operating revenues decreased 10%, or $13.1 million, for YE 2001
compared with YE 2000, while operating expenses decreased 4%, or
$6.7 million.  $4.1  million of the Company's net loss in YE
2001 is attributable to the accounting treatment of the VAC
Transaction which resulted in a non-cash charge to earnings in
the second quarter and $4.8 million of the loss is attributable
to costs associated with aircraft return.  $3.0 million of the
Company's net loss in YE 2001 is attributable to the Company's
decision in December 2001 to terminate the leases on two 737-200
aircraft which will be returned to lessors in 2002.  The Company
is seeking to negotiate a reduction in such liability.  Results
for 2001 include the positive impact of $7.3 million of federal
grant assistance, recorded as non-operating other income
although the grant assistance was intended primarily to offset
operating revenues lost as a result of September 11.

The Company's results for YE 2001 reflect a significant increase
(46%) in the Company's average length of haul (the average
length of a passenger's flight) resulting from the
reconfiguration of its route system to longer-haul flying from a
Kansas City hub.  The Company's scope of operations (as measured
by ASMs) increased 2% between the periods despite a 31% decrease
in flight departures, attributable to the transition to longer-
haul flying.  The Company's revenue passenger miles (RPMs)
increased 13%, resulting in an increase in load factor of 11%,
to an average of 65.8% for YE 2001 compared to a 59.2% load
factor for YE 2000.

Operating expense per ASM declined 6% from YE 2000 to YE 2001.  
These unit cost improvements were more than offset by a 19%
decline in yield for the period, mainly attributable to the
longer haul flying and to an increase in discount fares
resulting, in part, from the Company's entering new markets,
widespread fare discounting in the industry, and general
decreases in passenger demand resulting, management believes,
from general passenger concerns over a soft economy and the
impact of the September 11, 2001 terrorist attacks.

          Operating Revenues - 2001 Compared to 2000

Total operating revenues decreased 10% to $118.7 million for YE
2001 from $131.8 million for YE 2000.  An 11% increase in the
Company's load factor for YE 2001 was more than offset by a 19%
decline in yield for YE 2001.

Fare levels (and yields) were impacted during YE 2001 as a
result of the Company's efforts to stimulate traffic in the
first half of the year.  The Company's traffic levels had
declined significantly in January 2001, in part as a result,
management believes, of general uncertainty over the domestic
economy, as well as passengers booking away from the Company due
to a decline in the Company's operational performance in
December 2000.  The Company instituted a fare sale in the first
quarter of 2001 to stimulate sales.  The conversion to Sabre in
the second quarter disrupted the Company's reservations
activity, resulting in lost sales.  The Company's many yield
improvement initiatives, including the institution of SkyBox,
business class service in 3Q 2001, were effective despite
widespread industry fare discounting.

A majority of the Company's fares are non-refundable.  When
forfeited, these fares are recognized in passenger revenue.  In
conjunction with its conversion to Sabre reservations system in
April 2001, the Company revised its fare rules applicable to
certain passengers who do not complete their scheduled
itinerary.  As a result of this change, the Company generally no
longer allows unused non-refundable fares to be applied as a
credit against future travel if the change is not requested
before the reserved flight date.  In the month in which the "no
show" occurs, the Company recognizes revenue for an estimate of
unused  non-refundable tickets that will never be presented for
exchange. Revenues from expiration of nonrefundable tickets
totaled $8.7  million, or 8% of passenger revenue, in YE 2001
compared with $9.4 million, 8% of passenger revenue, for YE
2000.

Other revenues consist of ticket change service fees, charter
revenue, liquor sales, and mail and cargo revenues.  Service
fees declined to $2.8 million in YE 2001 from $4.8 million for
YE 2000, largely due to the Company's change in fare rules to
restrict rebooking of nonrefundable fares.

As a result of the tragic events of September 11, 2001, the
Company has, to date, lost access to the unsecured private
capital markets.  The Company requires additional debt or equity
financing to fund ongoing operations in 2002. The Company is
seeking to raise additional capital and is applying for federal
loan guarantees authorized by the Air Transportation Safety and
System Stabilization Act of 2001; however, there can be no
assurance that such capital can be obtained.  The inability to
secure additional funding could have a material adverse effect
on the Company, including the likelihood that the Company could
have to cease operations.  The Company has aggressively
addressed the ATSB's concerns.

The Company filed its original application for a federal loan
guarantee with the Air Transportation Stabilization Board on
December 6, 2001 and has filed several revisions in response to
comments from the ATSB.  The ATSB has questioned the Company's
eligibility for a loan, in part on account of the Company's
relatively small scope of operations.  The Company is
aggressively countering such concerns by providing the ATSB with
data demonstrating the importance to a competitive national
transportation system of low fare airlines like Vanguard, as
well as Vanguard's projected ability to repay the loan based on
its current business plan.  Although there can be no promises as
to future results, management believes the Company has a viable
business plan that can lead to sustained profitability, as
demonstrated by the Company's recent results as compared to
general industry results.

The Company is also seeking to restructure its existing vendor
payables, aircraft lease obligations, and equity interests,
including in connection with the receipt of new financing either
with, or without, the federal loan guarantees. The Company
intends to reduce its existing payables by an amount that has
not been finally determined and to restructure its aircraft
lease obligations to reflect fair market lease values.  The
Company's Board of Directors has approved a one-for-five reverse
stock split which would reduce the number of shares of Vanguard
common stock outstanding or reserved for issuance, thereby
creating a larger pool of unissued and unreserved shares
available for issuance to new investors in connection with the
contemplated financings.  The issuance of common stock or common
stock purchase rights in connection with such restructuring or
financings may substantially dilute the interests of existing
stockholders.  There can be no assurance that such restructuring
can be accomplished.

As a result of the Company's operating losses and limited
financial resources, the Company's independent auditors have
expressed a "going concern" qualification on the Company's
financial statements for the year ended December 31, 2001.  The
Company had a working capital deficiency and stockholders'
deficit at December 31, 2001 of approximately $45 million and
$29 million, respectively.

The Company funded its net loss in 2001 from a variety of
sources.  The primary source was an increase in accounts payable
and accrued expenses, net of non-cash items, of $17.1 million
resulting in general from the deferral of payments, principally
to aircraft lessors, in some cases causing contractual defaults.  
The second largest source was the issuance of equity (preferred
and common stock) for gross proceeds of approximately $7.75
million.  The third largest source was a $6.0 million increase
in air traffic liability resulting from an increase in advance
ticket sales.  The net loss also includes $10.5 million of
noncash items, including $4.3 million of depreciation and
amortization, $4.1 attributable to accounting charges related to
the VAC Transaction, and $2.2 million of accruals related to the
early termination of aircraft leases.

As of December 31, 2001, the Company's cash balances included
$3.6 million attributable to the deferral of payments of federal
excise taxes as permitted by the government in response to the
events of September 11, 2001.  The Company's holding of such
taxes also resulted in an equal increase to the Company's air
traffic liability account as of December 31, 2001.  Such taxes
were paid on January 15, 2002.

In the first and second quarters of 2001, the Company negotiated
lease deferral agreements with certain of its aircraft lessors.  
As of December 31, 2001, the Company had issued approximately
$7.0 million of long-term debt to satisfy amounts payable to
these lessors, net of $0.7 million of accounts receivable from
certain of these lessors for reimbursement of certain
maintenance expenses.  Additionally, the Company had issued a
note for approximately $1.0 million to a lessor to satisfy its
maintenance obligation at the time of return of the aircraft.  
Repayment of these loans, including accrued interest at 10%,
generally was scheduled to commence in July 2001 with maturities
varying through December 2002.  To date, the Company has not
made any payments required under these loans and has, therefore,
classified them as current liabilities in the financial
statements at December 31, 2001.

The Company has also not made certain payments required under
certain aircraft leases after application of the negotiated
deferral agreements. The Company has received notices of default
from certain of its aircraft lessors. The Company is seeking
revised repayment terms (including forgiveness of certain
accrued payables and reductions in future rental obligations)
from all its aircraft lessors in connection with the Company's
efforts to obtain new financing.  Vanguard has also not made
certain payments required under its leases with various airport
authorities and required under certain other contractual
agreements.  The Company intends to seek revised repayment terms
for these obligations in connection with the Company's efforts
to obtain new financing.

Nearly all of the Company's ticket sales are charged to credit
cards.  The bank which processes the Company's credit card
receipts requires the Company to provide collateral to secure
payments made with respect to tickets sold but not yet flown.  
The Company currently has a total of $10 million in available
security instruments that may be used to collateralize its
exposure with the bank.  To the extent that the credit card
exposure exceeds $10 million, the bank withholds cash generated
by new ticket sales in a restricted account to provide
collateral for the amount of the exposure above $10 million.  
The $10 million security instruments consist of a $4 million
letter of credit provided by two of the Company's principal
stockholders and a $6 million surety bond provided by North
American Specialty Insurance Company.  The bank has advised the
Company that it will cease processing the Company's credit card
receivables on March 31, 2002, as a result of the bank ceasing
this line of business in general.  The Company has obtained a
non-binding agreement in principle from a new bank to assume
such functions; however, the new bank has been unwilling to
accept a surety bond as collateral.  Accordingly, the Company
must obtain replacement collateral satisfactory to the new
processor or the new processor will withhold funds when its
exposure exceeds $4 million.  The Company also must obtain the
approval of the old bank and the stockholders providing the
letters of credit that such letters of credit may also be used
to secure the new bank.  There can be no assurance that timely
arrangements can be completed that allow the Company continued
access to cash from credit card sales.  If such arrangements are
not obtained, the Company could be required to cease operations.

In July 2001, the Company was notified by Airlines Reporting
Corporation (ARC) that its Letter of Credit securing cash
transactions was under-funded according to ARC's cash reserve
requirements.  In addition, the Company was notified during 2001
by two of its credit card processors (not secured by the surety
bond referred to above) that its collateral balances were under-
funded. As of March 1, 2002, the Company posted an aggregate of
$1.1 million additional cash collateral to fund these reserves.


VIATEL: Asks Court to Extend Lease Decision Period to June 30
-------------------------------------------------------------
Viatel Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for additional time to
determine which unexpired non-residential real property leases
should be assumed, assumed and assigned, or rejected.  The
Debtors want to extend their lease decision period until the
earlier of the confirmation of the Debtors' chapter 11 plan, or
June 30, 2002.

The Debtors believe that the requested extension will not
prejudice the non-debtor parties to the Unexpired Leases
because:

     a) the Debtors are currently making requires payments of
        monthly rent attributable to the period following the
        date of the Debtors' chapter 11 filing;

     b) the Debtors have the financial ability and intend to
        timely perform during the Extension Period all of their
        obligations under the Unexpired Leases as required by
        the Bankruptcy Code; and

     c) in all instances, the Debtors propose to give individual
        lessors the express right to ask the Court to fix an
        earlier date by which the Debtors must assume or reject
        an Unexpired Lease without shifting the burden of proof
        to the lessor.

The Debtors further explain that sufficient cause exists to
grant them additional time because:

     i) the leases are important assets of the Debtors and the
        decision to assume or reject such leases would be
        central to a plan of reorganization;

    ii) the Debtors have already proposed their Plan and
        Disclosure Statement and have specifically identified
        those leases which they intend to assume or reject; and

   iii) the Debtors have been performing their obligations under
        the Unexpired Leases.

Viatel, through its domestic and foreign subsidiaries, is the
builder, owner and operator of a state-of-the-art, pan-European,
trans-Atlantic and metropolitan fiber-optic network and a
provider of advanced telecommunications products and services to
corporations, carriers, internet service providers, and
applications service providers in Europe and North America. The
Company filed for chapter 11 protection on May 2, 2001. Gregg M.
Galardi, Esq. and D. J. Baker, Esq. at Skadden, Arps, Slate,
Meagher & Flom LLP represent the Debtors in their restructuring
effort. When the Company filed for protection from its
creditors, it listed $2,124,000,000 in assets and $2,683,000,000
in debts.


WARNACO GROUP: Pushing for Third Extension of Exclusive Periods
---------------------------------------------------------------
The current deadline for The Warnaco Group, Inc., and its
debtor-affiliates to file their plan is May 8, 2002. The Debtors
believe that this date does not provide enough time to
appropriately implement their business plan and to formulate,
file and seek confirmation of a consensual plan or
reorganization in these cases. Thus, the Debtors ask the Court
to grant them the third extension of the exclusive periods to
file a plan of reorganization until July 31, 2002 and to solicit
acceptances of such plan to September 30, 2002.

J. Ronald Trost, Esq., at Sidley, Austin, Brown & Wood, LLP, in
New York, argues that "cause" exists to extend the Exclusive
Periods because:

    (a) the 38 Chapter 11 cases are extremely complex with
        thousands of creditors and debt exceeding
        $2,000,000,000;

    (b) since the filing of the cases, the Debtors have made
        significant progress in executing their business plan in
        order to facilitate the expeditious filing of a plan or
        plans of reorganization; and

    (c) to date, the Debtors have worked cooperatively and
        constructively with their key constituencies with the
        goal of achieving a consensual resolution of these
        cases.

Mr. Trost reports that since the filing of the Second Extension
Motion, the Debtors has made these accomplishments:

(1) The aggressive implementation of the Business Plan by:

     (a) continuously taking steps necessary to stabilize and
         improve the operations of their "core" businesses,
         including recruiting new talent where necessary,
         implementing further cost cutting measures and making
         operational charges that will improve the performance
         of the businesses;

     (b) the Debtors are well into the sale of their "non-core"
         businesses.

(2) Analysis and resolution of approximately 2,100 claims:

     (a) Analysis of claims in amounts of $100,000 or more,
         which represents about 99% of the entire claims amount,
         and have determined the Company's position regarding
         the amount, priority and proper debtor against which
         such claims could be asserted;

     (b) Detailed comparison of filed claims against those
         listed in the Debtors' schedules of assets and
         liabilities and promptly will file a motion to allow
         approximately 500 claims which are substantially in
         agreement with the Schedules. This will resolve about
         25% of the number of filed claims; and

     (c) Objections to claims that are barred, duplicative,
         asserted against a wrong debtor or in improver priority
         status is now being prepared.

(3) Sale of Miscellaneous Assets:

     (a) various assets determined not to be necessary to the
         business operations, including motor vehicles, artwork
         and surplus cutting and sewing equipment have been
         sold;

     (b) the Duncansville Property already has a buyer and is
         asking the Court for authority to sell the property for
         at least $310,000;

     (c) a buyer bids to buy the Murfressboro plant for
         $2,150,000; and

     (d) the Costa Rica plant is are being marketed for sale.

(4) Disposition of Leases and Contracts since the filing of
     the 2nd extension of the Exclusive Periods:

     (a) rejected additional 29 leases of retail stores, offices
         and other facilities that yield approximately $335,000
         in annual savings;

     (b) additional rejection of 19 leases of personal property
         yielding an annual savings of $22,000; and

     (c) rejected 4 more executory contracts giving an annual
         savings of $250,000.

(5) Case Administration:

     The Debtors continue to satisfy the extensive
     responsibility of administering large, complex Chapter 11
     proceedings, including:

      (a) complying with the procedures set forth in the first
          day and other orders entered in these cases, together
          with the relevant requirements of the Bankruptcy Code
          and the Federal Rules of Bankruptcy Procedure; and

      (b) complying with the US Trustee's Operating Guidelines
          and preparing the US Trustee's monthly operating
          statements.

Mr. Trost argues that pursuant to Section 1121(d) of the
Bankruptcy Code, the Court has the discretion to grant the
requested extension for "cause". Such extension will permit the
Debtors to complete its efforts to fully implement their
Business Plan and to formulate and propose a reorganization plan
to their constituencies without the disruption that would be
caused by a termination of exclusivity.

Mr. Trost assures Judge Bohanon that the "extension will not
prejudice the legitimate interests of any creditors or equity
security holder, and will afford the parties the opportunity to
pursue to fruition the beneficial objectives of a consensual
plan of reorganization." In fact, upon discussing the Motion
with the DIP Lenders, the Pre-petition Lenders and the
Committee, no objection was raised. (Warnaco Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WESTERN OIL SANDS: S&P Affirms BB+ Senior Secured Debt Rating
-------------------------------------------------------------
The affirmed 'BB+' corporate credit rating on Calgary, Alta.-
based Western Oil Sands Inc. reflect the company's 20% ownership
interest in Shell Canada Ltd.'s oil sands project, the Athabasca
Oil Sands Project (AOSP); and the above-average exploration and
production characteristics of the oil sands mining operations,
specifically its competitive cost position, stable production
profile, and above-average reserve life index of about 30 years.
In addition, the AOSP's initial 1.7 billion barrels of reserves
and additional reserves on adjacent expansion sites, which
together provide a total of 8.8 billion barrels of resources,
and nondeclining production profile mitigate the risks
associated with a single-asset project. Furthermore, the strong
credit profiles of the other joint-venture partners serve to
support Western Oil Sands' strong business risk profile. As the
AOSP represents a key component of Shell Canada's future growth
strategy, Standard & Poor's expects Western Oil Sands' business
profile will continue to benefit from its participation in one
of Shell Canada's strategic growth initiatives. Despite the
strong credit fundamentals inherent in the oil sands mining
operations, the ratings on Western Oil Sands are constrained, as
the project is currently in its precompletion phase. Following
the ramp-up of synthetic crude oil production to full capacity,
which is anticipated by the second quarter of 2003, Standard &
Poor's expects the ratings on Western Oil Sands will benefit
from the project's above-average production economics. At
present, the ratings also are affected by the company's
aggressive financial risk profile and reliance on debt financing
to fund the majority of the capital expenditures required to
complete the project.

The project's production economics benefit from the inherent
economies of scale, due to the large fixed-cost component of the
total operating costs. As about 80% of total production costs
are fixed, the project's unit operating costs will decrease
markedly as production ramps up in 2003. Although Standard &
Poor's expects total operating costs will remain exposed to
unhedged natural gas fuel costs, the project's overall economics
are expected to remain fairly robust at midcycle West Texas
Intermediate crude oil prices of US$15 to US$18, and Western Oil
Sands should generate sufficient cash flow to meet its debt
servicing obligations, after production begins in 2003. Other
costs, such as pipeline transportation costs, will remain fixed
based on long-term shipper contracts. Furthermore, demand for
Canada's synthetic crude oil production is supported by current
and prospective market demand in Canada and the U.S. as well as
decreasing conventional crude oil reserves in Western Canada.

Western Oil Sands' currently aggressive financial risk profile
reflects the company's high reliance on debt financing to fund
its initial capital commitments for the AOSP. Standard & Poor's
expects medium-term debt leverage to remain constant at above
60%, until the project comes on line. In addition to the
proposed US$425 million senior secured bond issue, Western Oil
Sands maintains access to an C$88 million subordinated cost-
overrun facility, which matures October 26, 2003; the company
has the option to repay this facility with equity. This facility
is meant to accommodate any cost overruns prior to production
start-up in 2003. Although Western Oil Sands' recent C$50
million equity issue has enhanced the company's gross leverage,
Standard & Poor's expects Western Oil Sands' cash flow
protection measures will remain weak in the near to medium term,
as the EBITDA interest coverage ratio and funds from operations
to total debt will likely remain below 3.0 times and 20%,
respectively. Following the start-up of the AOSP, Standard &
Poor's expects Western Oil Sands will generate sufficient cash
flow to meet debt obligations.

                      Outlook: Positive

Standard & Poor's expects an immediate benefit will accrue to
Western Oil Sands' credit risk profile and, by extension, the
ratings following completion of the AOSP and ramp-up to full
production in 2003. Until such time, the company's economics are
expected to retain a higher risk profile. After production ramp-
up, internally generated cash flows should be sufficient to meet
the company's debt and capital expenditure commitments.


WHEELING-PITTSBURGH: Seeks Approval of Pittsburgh Logistics Pact
----------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation asks Judge William T.
Bodoh's approval to enter into a Transportation Logistics
Services Agreement with Pittsburgh Logistics Systems, Inc.  WPSC
leases trucks, barges, railcars and other related transportation
equipment from PLS for the transport of its goods and WPSC has
determined this is the most cost-effective manner of meeting its
transportation requirements.

On behalf of WPSC, Scott N. Opincar, Esq., at Calfee Halter &
Griswold LLP, tells Judge Bodoh that in November 2001, PLS and
Wheeling Corrugated Company entered into a dedicated lease of
specified tractors, trailers and other equipment and services.  
That agreement is separate from and independent of this
Transportation Logistics Services Agreement, but led to this
one.

PLS and WPSC have negotiated a proposed transportation logistics
management services agreement, which is filed under seal as
containing proprietary information.  The basic terms are:

       Term:  Initial period through February 28, 2003, unless
otherwise mutually agreed by the parties, and can be terminated
by either party based on a material breach of the terms of the
agreement after a 30-day written notice.

       WPSC Termination:  On 30 days' written notice, WPSC may
unilaterally terminate the agreement without incurring any
damages related to the early termination if the chapter 11 case
is converted to a chapter 7 case, or if WPSC begins to liquidate
its assets under a liquidated chapter 11, or if WPSC must
terminate due to cash shortages or the idling or shutdown of its
facilities.

       Purpose:  The Services Agreement provides that PLS will
manage WPSC's flatbed truckload, less-than-truckload flatbed
freight, and rail car requirements according to company
parameters.  In exchange, PLS will receive certain start-up and
implementation fees and a share of certain savings that are
produced by PLS's services.

       On-site employees:  PLS will provide on-site employees to
coordinate and manage motor carrier freight payments and the
filing and processing of all motor carrier claims.  PLS
employees will also manage the forecasting and ordering of rail
cars, and ensure the fulfillment of such orders.

       Rates:  The Services Agreement is said by WPSC to set out
the truckload rates, fuel surcharges and other expenses which
will be assessed to WPSC, but these terms are not disclosed.

       Cost improvements:  PLS is to implement "freight-related
cost improvements", defined as any cost reduction to WPSC as a
direct result of a PLS implementation of change to the current
cost structure, policy, and/or procedure per mutual agreement.  
In addition, PLS will retain a specified initial portion of each
month's savings from the freight-related cost improvements as a
"freight management fee", plus a specified percentage of the
remaining monthly savings from the freight-related cost
improvements.  PLS will refund the freight management fee
if the total annual savings exceeds a specified amount.  No
details on any of this is provided.

       Start-up costs:  WPSC is obligated under the Services
Agreement to pay modest start-up and implementation fees, but
these are sealed.

WPSC says it expends millions of dollars each year on
transportation-related services.  The Services Agreement is
designed to identify and implement cost savings measures related
to transportation.  It is WPSC's business judgment that the
Services Agreement will improve efficiency and lower the costs
of transportation services, and that the approval of the
Services Agreement is in the best interests of WPSC's estate.
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                          *********

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

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

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

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

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

                          *********

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

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

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

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

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

                     *** End of Transmission ***