---

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

             Thursday, April 11, 2002, Vol. 6, No. 71     

                          Headlines

360NETWORKS: Court Fixes May 6 Bar Date for Proofs of Claim
ANC RENTAL: Seeks Okay to Setoff Funds with Customer Companies
ANC RENTAL CORPORATION: Can't Beat Form 10-K Filing Deadline
ADELPHIA BUSINESS: Honoring Prepetition Employee Obligations
AGRO PACIFIC: Enters into Three-Cornered Amalgamation Agreement  

ARTHUR D. LITTLE: Sells Seven Business Lines to Five Buyers
ASPEON INC: Sells UK Unit to Management-Led Investment Group
ASSOCIATED MATERIALS: S&P Places BB Credit Rating on Watch Neg.
AVAYA INC: Inks Global Managed Services Agreement with Vastera
CELLPOINT INC: Fails to Comply with Nasdaq Listing Requirements

CHADMOORE WIRELESS: Continues Litigation Claim Reserve Analysis
CLEARLY CANADIAN: Grants Bonus Stock Options to Select Officers
COHO ENERGY: Working Capital Deficit Tops $284MM at December 31
COVANTA ENERGY: Wants to Maintain Current Cash Management System
ENRON: Metals Debtor Seeks OK to Assigns Contracts to Sempra

ENRON CORP: Complaint Links Banks, Law Firms to Securities Fraud
EXIDE TECHNOLOGIES: Earns ISO Certifications for 10 Facilities
EXODUS COMMS: Court Okays KPMG as Accountant & Workout Advisor
FANSTEEL INC: Can't Make Timely Filing of Form 10-K with SEC
FEDERAL-MOGUL: Future Rep. Signs-Up Herbert Smith as Co-Counsel

FEDERAL-MOGUL: Denies It's Agreed to any Chapter 11 Plan
FOUNTAIN VIEW: Brings-In Roland Rapp as General Counsel
FRUIT OF THE LOOM: Travelers Asks Court to Allow Proofs of Claim
GLOBAL CROSSING: Court Deems Telcos as Adequately Protected
GREATE BAY CASINO: Can't Beat Form 10-K Filing Deadline

HAYES LEMMERZ: Court Nixes Committee's Retention of Houlihan
HEALTHEAST: Fitch Hatchets $237MM Bonds Rating Down Two Notches
HOLT GROUP: Court Okays Bidding Procedures for Two Asset Sales
HORIZON PCS: Talks to Banks About Likely Loan Covenant Breach
ICG COMM: Confirmation Hearing Scheduled for May 20, 2002

IEC ELECTRONICS: Gets Extension of Credit Agreement to June 30
IT GROUP: Secures Approval to Continue Intercompany Transactions
INTEGRA: Sells Benefits Consulting Unit Under Debt Workout Plan
KAISER ALUMINUM: Committee Signs-Up Ashby & Geddes as DE Counsel
KAISER ALUMINUM: Will Delay Form 10-K Filing with SEC

KEYSTONE CONSOLIDATED: Completes Renewal of Revolving Facility
KMART CORP: Seeks Approval to Terminate Little Britain Sale Pact
KMART CORP: Names Michael T. Macik as EVP for Human Resources
LTV: Steel Debtor Wants to Hire Receivables Outsource Management
MAIL-WELL: Forecasts Lower Than Expected First Quarter Results

MARINER POST-ACUTE: DE Court Confirms Joint Reorganization Plan
MCLEODUSA: Committee Wins OK to Hire Chanin as Financial Advisor
MPOWER: Wants to Tap BSI as Claims, Noticing and Balloting Agent
MPOWER COMMS: S&P Drops Rating to D After Chapter 11 Filing
NQL INCORPORATED: Can't Make Timely Form 10-K Filing with SEC

NATIONAL STEEL: Brings-In Ernst & Young as Financial Advisors
NAVIERAS/NPR INC: Wins Court Nod to Sell Assets to Sea Star LLC
NET2000: Wants to Extend Plan Filing Exclusivity through June 12
NORTEL NETWORKS: Takes Steps to Optimize Financial Flexibility
OMEGA HEALTHCARE: Sets Annual Shareholders' Meeting for May 30

ORBITAL SCIENCES: Imaging Unit Files Chapter 11 Petition in VA
ORBITAL IMAGING: Case Summary & 19 Largest Unsecured Creditors
PANAVISION INC: Halts Tender Offer for 9-5/8% Sub. Disc. Notes
PARTS.COM: Brings-In Moore Stephens as New Independent Auditors
PRINTING ARTS: Committee Hires Deloitte for Financial Advice

SHOLODGE INC: S&P Junks Credit Rating Over High Debt Leverage
SYNSORB BIOTECH: Dec. 31 Balance Sheet Upside-Down by $73 Mill.
VALLEY MEDIA: Wants Exclusivity Period to Run Through July 18
VIATEL INC: Seeks Third Extension of Exclusive Periods
VOICENET INC: Fails to Meet AMEX Continued Listing Requirements

WARNACO GROUP: Wants More Time to Decide on 16 Store Leases
WILLIAMS COMMUNICATIONS: 2,300+ Shareholders Join a Committee

* DebtTraders' Real-Time Bond Pricing

                          *********

360NETWORKS: Court Fixes May 6 Bar Date for Proofs of Claim
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
directs that all persons and entities holding or wishing
to assert claims against 360networks inc., and its debtor-
affiliates are required to file on or before 5:00 p.m. on May 6,
2002, a separate completed and executed proof of claim. (360
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


ANC RENTAL: Seeks Okay to Setoff Funds with Customer Companies
--------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates ask the Court
to permit the set-off of certain pre-petition and post-petition
funds and the payment to Alamo Rent-A-Car LLC, of the
Outstanding Obligations by the Customer Companies pursuant to
the terms of the Recent Agreement, dated February 1, 2001,
between Alamo and the Customer Companies.

The Customer Companies are:

     * Thomas Cook UK Limited,
     * Accoladia Limited,
     * JMC Holidays,
     * Thomas Cook Holidays Limited and
     * British Airways Holidays Limited.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley LLP
in Wilmington, Delaware, relates that the Customer Companies and
Alamo were previously parties to certain agreements for the
rental of vehicles. In order to continue their relationship,
both parties entered into the Recent Agreement, that superceded
the Earlier Agreements. The Customer Companies and Alamo owe to
one another certain pre-petition and post-petition amounts
pursuant to the terms of both Agreements.

On December 4, 2001, Ms. Fatell continues, upon the request of
the Customer Companies, Alamo transferred the aggregate sum of
$2,014,770 to an Escrow Account established by the firm of
Fowler, Rodriguez & Chalos at Hibernia National bank, New
Orleans, Louisiana.  This was under the terms of an escrow
agreement, dated December 14, 2001.  This sum represents the
total pre-petition and post-petition amounts outstanding from
Alamo to the Customer Companies according to the terms of the
Earlier Agreements. Prior to the Filing Date, Alamo owed the
Customer Companies $2,014,770 (rebated under the Earlier
Agreements). The Customer Companies owed Alamo payments under
the Earlier Agreements in the amount of $2,264,084.  This left a
net amount of $249,314 owed by the Customer Companies to Alamo
for payments due under the pre-petition obligation.

From and including the Filing Date and including February
10,2002, Alamo owed the Customer Companies rebates amounting to
$339,080 under the Recent Agreement and the Customer Companies
owed $1,491,799 of post-petition obligations to Alamo under the
same agreement.

This leaves a net amount of $1,152,719 of post-petition
obligations owed by the Customer Companies to Alamo, says Ms.
Fatell. Taking into account the amounts owed to the Customer
Companies by Alamo, the net amount owed by the Customer
Companies to Alamo is $1,402,033 as Outstanding Obligations.

The Customer Companies now desire to set-off the funds they owe
to Alamo against those funds owed to them by Alamo and pay such
Outstanding Obligation to the Debtors.

In addition, Alamo and the Customer Companies have agreed that
the payment of the Outstanding Obligation constitutes a full and
final settlement under the terms of the Agreements made up until
February 10, 2002.  Ms. Fatell submits that the payment of this
amount would forever extinguish any claims for any money owed by
one to the other under the terms of the Agreements prior to
February 11, 2002. (ANC Rental Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ANC RENTAL CORPORATION: Can't Beat Form 10-K Filing Deadline
------------------------------------------------------------
On November 13, 2001, ANC Rental Corporation, and certain of its
U.S. subsidiaries, including Alamo Rent-A-Car, LLC, National Car
Rental Systems, Inc. and Spirit Rent-A-Car, Inc. d/b/a Alamo
Local,  filed voluntary petitions for relief under chapter 11 of
title 11 of the United States Code in the United States
Bankruptcy Court for the District of Delaware (Case No. 01 -
11200). The Debtors continue to manage their properties and
operate their businesses as "debtors-in-possession" under the
jurisdiction of the Bankruptcy Court and in accordance with the
provisions of the Bankruptcy Code.

Since the Petition Date, the Company's remaining accounting and
financial staff, who are critical to the preparation of the Form
10-K financial form to be filed with the SEC, have been
primarily engaged in dealing with bankruptcy related matters
and, together with the Company's advisors, formulating a
substantially modified business strategy to promptly formulate
and consummate a reorganization plan. The Company indicates that
the development and implementation of the Company's chapter 11
reorganization include not only the onerous administration of
the chapter 11 cases, but also, among other burdens, preparing
detailed financial budgets and projections, formulating and
preparing disclosure materials required by the Bankruptcy Court,
analyzing accounts payable and receivable, assembling data for
the valuation and schedule of the Company's assets and
liabilities and statement of financial affairs to be filed with
the Bankruptcy Court, seeking financing, and preparing the
monthly operating reports for the Bankruptcy Court and United
States Trustee. In light of the significant resources and time
dedicated by the Company's accounting and financial staff to
such chapter 11 filing, the Company has been unable to complete
its annual report on Form 10-K for the period ending December
31, 2001.

The Company has not received the relief it requested from the
Securities and Exchange Commission concerning its periodic
reports. Accordingly, the Company says it is in good faith
proceeding diligently to complete its Form 10-K for the period
ending December 31, 2001, including its audited financial
statements. The Company expects to file the Form 10-K as soon as
practicable. However, the Company cannot presently predict when
its accounting and financial staff will complete the annual
report and when its auditors will complete their audit and,
thus, the Company cannot estimate when the Form 10-K will be
filed with the Securities and Exchange Commission.

Since the Company's annual report on Form 10-K for the period
ending December 31, 2001 has not been finalized, and in light of
the events of September 11, 2001, the Company's filing for
relief under chapter 11 and other factors, the Company expects
that its results of operations for the fiscal year ended
December 31, 2001 will show a decline from the results of
operations for the preceding fiscal year.


ADELPHIA BUSINESS: Honoring Prepetition Employee Obligations
------------------------------------------------------------
Adelphia Business Solutions, Inc., and its debtor-affiliates
obtained authorization from the Court to pay, as they come due
in the ordinary course of business, pre-petition employee
obligations, including all tax obligations and benefit plan
obligations, employee-related plans, programs, and policies, as
they were in effect on the Commencement Date.  Specifically, the
Debtors request that the Court:

A. authorize the Debtors to pay accrued and unpaid pre-petition
   Payroll Obligations, Commission Obligations, Bonus
   Obligations, Vacation Obligations, Paid Time Off Obligations,
   Payroll Tax Obligations, Employee Benefit Obligations, and
   Reimbursement Obligations;

B. authorize the Debtors to maintain their Employee Benefits,
   including health, dental, life, accident, and disability
   insurance plans, 401(k) plan, on an uninterrupted basis,
   consistent with pre-petition practices, and to pay when due
   and in the ordinary course, all pre-petition reimbursements,
   premiums, Benefit Administration Obligations, and other pre-
   petition insurance obligations to the extent due and payable
   post-petition, provided that such authorization does not
   constitute an assumption of said plans, policies, and
   programs;

C. authorize the Debtors to continue to honor their plans,
   policies, and programs with respect to vacation, sick and
   personal time, as such plans, policies, and programs were in
   effect as of the Commencement Date, provided that such
   authorization shall not constitute an assumption of said
   plans, policies, and programs;

D. authorize and direct the Debtors' banks to honor and pay all
   Pre-petition and post-petition checks and fund transfers
   requested or to be requested by the Debtors relating to Pre-
   petition Employee Obligations and Benefit Administration
   Obligations that were not honored or paid as of the
   Commencement Date to the extent sufficient funds are on
   deposit; and

E. authorize the Debtors to issue new post-petition checks or
   effect new fund transfers on account of the Pre-petition
   Employee Obligations and Benefit Administration Obligations
   to replace any pre-petition checks or fund transfer requests
   that may be dishonored or voided, and to reimburse their
   employees or the applicable taxing authority, as the case may
   be, for any fees and costs incurred by them in connection
   with a dishonored or voided check or funds transfer.

Judy G.Z. Liu, Esq., at Weil Gotshal & Manges LLP in New York,
New York, relates that in the ordinary course of their
businesses, the Debtors incur payroll obligations to their
employees throughout the country. The Debtors currently employ
approximately 1,717 employees, of which 1,716 are full-time
employees and one is a part-time employee. Of the full-time
Employees, approximately 733 are hourly Employees and
approximately 983 are salaried Employees.  The one part-time
Employee is a salaried Employee. The Debtors have incurred
certain pre-petition obligations regarding their Employees that
remain accrued and unpaid as of the Commencement Date.  These
obligations are either currently due and payable, or will become
due and payable in the ordinary course of the Debtors'
businesses on and after the Commencement Date.

       Wages, Salaries, and Other Compensation Expenses

Employee obligations for wages, salaries and other compensation
are:

A. Payroll - Employees are paid on a bi-weekly basis. The
   Debtors' average bi-weekly gross payroll for all of salaried
   Employees is approximately $2,300,000. The average bi-weekly
   gross payroll for all of hourly Employees is approximately
   $1,000,000. On March 22, 2002, the Debtors paid their
   Employees for the payroll period ending on that date.
   Overtime amounts for the Debtors' hourly employees are paid
   two weeks in arrears. The Debtors estimate that, as of the
   Commencement Date, they owe approximately $655,000 for
   payroll obligations to Employees accrued after March 22,
   2002. Additionally, the Debtors estimate, based on historical
   experience, that there may be as much as $100,000 in
   outstanding payroll checks from prior periods that remain
   uncashed by Employees as of the Commencement Date.  These
   checks would be dishonored by the applicable bank if
   presented for processing after the Commencement Date.

B. Commissions - Certain Employees, including those Employees in
   the Debtors' sales divisions, are entitled to receive
   commissions in addition to their base compensation.
   Commissions are based upon a percentage of sales generated or
   a percentage of the cost of installation of equipment
   performed by the Employee.  These are paid to eligible
   Employees on a monthly basis. The Debtors estimate that as of
   the Commencement Date, approximately $450,000 in commissions
   are currently owed, or will be owed, at some point following
   the Commencement Date in connection with pre-petition
   services rendered by the Employees.

C. Incentive Programs - Certain of the Debtors' Employees are
   paid bonuses in the ordinary course of the Debtors' business.
   Employees earn bonus payments as a percentage of revenue, and
   for meeting EBITDA and other targets. Bonus payments for
   revenue are made on a monthly basis, two months in arrears.
   Bonus payments for meeting EBITDA and other targets are paid
   quarterly. The Debtors estimate that, as of the Commencement
   Date, approximately $360,000 in bonus payments are currently
   or will be owed in connection with pre-petition amounts
   earned by Employees.

D. Vacations - Under the Debtors' vacation policy, eligible
   Employees accrue vacation time based on length of service.
   Pursuant to the Vacation Policy, eligible Employees are paid
   their full wage for each vacation day, up to the maximum
   number of days accrued by such Employee. Vacation time that
   is not used during the calendar year is forfeited. Generally,
   unused Vacation Time is paid to Employees only upon
   termination or death. Prior to the Commencement Date, the
   Debtors paid approximately $275,000 per month in respect of
   Vacation Time. The Debtors estimate that, as of the
   Commencement Date, they owe approximately $580,000 in accrued
   and unused Vacation Time for the current calendar year.

E. Personal/Sick Time - The Employees also accrue other paid
   time off including personal days and sick time, based on
   length of service. Employees are paid their full wages for
   each personal or sick day, up to the maximum amount of Paid
   Time Off accrued by the Employee. Unused Paid-Time-Off for
   one calendar year is carried over into the next year up to
   the maximum allowed amount of Paid Time Off. Unused Paid-
   Time-Off that exceeds the maximum allowed number is
   forfeited. Generally, unused Paid-Time-Off is paid to
   Employees only upon termination or death. Prior to the
   Commencement Date, the Debtors paid approximately
   $245,000 per month in Paid-Time-Off benefits. The Debtors
   estimate that, as of the Commencement Date, they will owe
   approximately $986,000 in accrued and unpaid Paid-Time-Off
   benefit for the current calendar year.

F. Trust Fund Taxes - The Debtors are required by law to
   withhold from an Employee's wages and commissions amounts
   related to federal, state, local income taxes, and social
   security and Medicare taxes.  They must remit these
   deductions to the appropriate taxing authorities. The Debtors
   are required to match from the social security and Medicare
   taxes owed by the Employees from their own funds, and pay,
   based on a percentage of gross payroll, additional amounts
   for state and federal unemployment insurance and to remit the
   Payroll Taxes to the Taxing Authorities on a periodic basis,
   (generally on a bi-weekly basis). On March 21, 2002, the
   Debtors paid approximately $1,057,000 in Payroll Taxes as
   related to Payroll Obligations, Commission Obligations,
   Vacation Obligations, and Paid Time Off Obligations, which
   represents the Debtors' total estimated Payroll Taxes for the
   period March 9, 2002 through March 22, 2002. The Debtors
   estimate that, as of the Commencement Date, approximately
   $710,000 will be owed for accrued and unpaid Payroll Taxes
   relating to the Payroll Obligations, Commission Obligations,
   Vacation Obligations, and Paid Time Off Obligations for the
   period after March 21, 2002.

                        Employee Benefits

In the ordinary course of their businesses, as is customary with
most large companies, the Debtors have established various plans
and policies that provide Employees with benefits including,
health insurance, dental insurance, life insurance, death and
dismemberment coverage, vision care, short-term and long-term
disability, 401 (k) plans, and other similar benefits.

A. Health Insurance - The health insurance plan is a self-
   insured plan that offers comprehensive medical coverage to
   Employees at little or no cost to the Employees, which
   includes both a prescription drug and vision care program.
   The Debtors estimate that the annual cost per employee for
   the plan is $4,819, and, based upon the number of Employees
   currently covered by the plan, the monthly cost to maintain
   the health insurance plan is approximately $690,000. The
   Debtors also offer Employees in certain offices the option of
   an HMO plan. Employees who choose the HMO plan are provided
   with a company paid credit. Any premiums in excess of the
   preset credit are withheld from the Employee's wages. The
   Debtors estimate that their monthly cost to maintain the HMO
   plans is approximately $17,600.

   The Employee dental plan, administered by Metlife Dental, is
   entirely self-funded by the Employees through full-premium
   deductions in their biweekly salary. To the extent that the
   Debtors have deducted any amounts from Employee wages related
   to the dental plan that have not been remitted to Metlife
   Dental, the Debtors are seeking authority to pay such
   obligations in the ordinary course of their businesses. The
   Debtors also provide short-term and long-term disability
   insurance for their Employees. Pursuant to this program, the
   Debtors pay all of the premiums including an estimated
   monthly cost of $34,000 for the short-term disability
   insurance and an estimated $16,000 per month for the long-
   term disability insurance.

B. Life Insurance/Accidental Death Coverage - The Debtors also
   provide basic life, voluntary life, accidental death, and
   travel/accident insurance for all full time employees. The
   life insurance coverage for each Employee is equal to such
   Employee's annual salary, up to a maximum of $50,000. In
   addition to the basic life insurance coverage, the Debtors
   offer a voluntary life insurance program to all Employees
   working a minimum of 20 hours per week.

   Premiums for this voluntary life insurance program are paid
   by the Employee through deductions in the Employee's bi-
   weekly salary, and each Employee may elect coverage for him
   or herself, the Employee's spouse, and any children. Coverage
   limits under this voluntary program are $500,000 for the
   Employee and spouse and $10,000 for each child.
   Travel/accident coverage ranges from $25,000 to $100,000,
   depending upon the Employee's position within the Debtors'
   corporate hierarchy. The Debtors estimate that the monthly
   cost to them to provide basic life and travel/accident
   insurance to all of their Employees is approximately $7,100.

C. 401(k) Plans - Each of the Debtors withholds from the wages
   of participating Employees contributions toward 401(k)
   savings plans. The 401(k) Plans allow Employees to defer 2%
   to 16% of their compensation. The Debtors estimate that as of
   the Commencement Date, all amounts collected relating to
   contributions to the 401(k) Plans have been remitted. In
   addition, pursuant to the 401(k) Plans, the Debtors match 50%
   of the first 3% of Employee contributions up to a maximum of
   $750 per employee per year. The Debtors' average bi-weekly
   401(k) Plan Contributions are approximately $30,000. The
   Debtors estimate that, as of the Commencement Date, there are
   no accrued and unremmitted amounts relating to 401(k) Plan
   Contributions.

D. Aggregate Employee Benefit Costs - The Debtors estimate that
   their aggregate annual expenditure with respect to the
   aforementioned Employee Benefit Plans is approximately
   $9,500,000. Because of the manner in which expenses are
   incurred and claims are processed under the Employee Benefit
   Plans, it is difficult for the Debtors to determine the
   accrued obligations outstanding at any particular time. Based
   upon the description of the Debtors' obligations arising from
   the Employee Benefits, the Debtors estimate that, as of the
   Commencement Date, the obligations that have accrued but have
   not been paid to or on behalf of Employees under the Employee
   Benefit Plans are approximately $950,000.

                    Reimbursable Business Expenses

Ms. Liu tells the Court that the Debtors customarily reimburse
Employees who incur business expenses in the ordinary course of
performing their duties on behalf of the Debtors. Such
reimbursement obligations include, among other things, travel
and entertainment expenses incurred by the Employees through the
use of their personal funds or credit cards. On an average, the
Debtors reimburse approximately $232,000 per month to Employees
in respect of Reimbursement Obligations. Because Employees do
not always submit claims for reimbursement promptly, Ms. Liu
submits that it is difficult for the Debtors to determine the
exact amount of Reimbursement Obligations outstanding at any
particular time. Nevertheless, the Debtors estimate that, as of
the Commencement Date, the Reimbursement Obligations to be paid
to Employees aggregate approximately $116,000.

The Debtors also maintain a discretionary tuition reimbursement
plan designed to encourage employees to continue their formal
education. Pursuant to the Tuition Program, and at the sole
discretion of the Debtors, Ms. Liu states that eligible
Employees are reimbursed, up to $750 per year to be used towards
tuition and career-related certified courses. It is difficult
for the Debtors to determine the exact amount of Tuition
Expenses outstanding at any particular time because benefits
under the Tuition Program are approved by managers in each of
the Debtors' entities and only submitted for payment after the
successful completion of approved classes. Prior to the
Commencement Date, the Debtors paid approximately $3,500 per
month in respect of Tuition Expenses.

As a national enterprise, Ms. Liu recounts that the Debtors
often request Employees to relocate on a temporary or permanent
basis to other offices in accordance with the requirements of
the Debtors' businesses. Employees, including new hires, who
relocate at the Debtors' request are reimbursed for various out-
of-pocket expenses, including moving and transportation costs.
Prior to the Commencement Date, the Debtors paid approximately
$21,000 per month in respect of the Relocation Expenses.

             Administration of Employee Benefit Plans

As is customary with most large companies, in the ordinary
course of their businesses, Ms. Liu informs the Court that the
Debtors utilize the services of outside agents in order to
facilitate the administration and maintenance of their books and
records in respect of the Debtors' Employee Benefits. The
Debtors utilize the services of Highmark Service BCBS to
administer their Employee health related benefit plans,
Kingsbridge Service to administer their 401(k) Plan, and a third
party administrator, P5 E. Health Service, to administer the
life, dental and HMO plans. The average monthly fee payable to
Highmark Service BCBS is approximately $65,000, the average
monthly fee payable to Kingsbridge Service is approximately
$2,600, while there is no monthly fee payable to P5 Health
Service for administration services. The Debtors estimate that
as of the Commencement Date, there are no accrued and unpaid
Benefit Administration Obligations. (Adelphia Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AGRO PACIFIC: Enters into Three-Cornered Amalgamation Agreement  
---------------------------------------------------------------
Agro Pacific Industries Ltd. has entered into an amalgamation
agreement dated March 28, 2002, whereby 4033981 Canada Inc., a
wholly-owned subsidiary of Agro Pacific, will merge with Agstar
Power Incorporated by way of a three-cornered amalgamation. The
surviving company following the Amalgamation will be a
wholly owned subsidiary of Agro Pacific.

Pursuant to the terms of the Amalgamation Agreement, each issued
and outstanding common share of Agstar will be exchanged for one
Class "A" Common share of Agro Pacific. Agstar currently has
376,803,233 shares issued and outstanding. Agstar plans to issue
an additional 13,260,000 shares pursuant to the acquisitions
described below and up to 81,000,000 additional shares pursuant
to private placement equity offerings to be completed prior to
the Amalgamation.

In addition, as part of Agro Pacific's restructuring under the
Companies' Creditors Arrangement Act ("CCAA"), Agro Pacific's
current unsecured creditors will receive 21,139,630 freely
tradeable Class "A" Common shares of Agro Pacific upon the
completion of the Amalgamation. There are currently 7,687,138
Class "A" Common shares of Agro Pacific issued and outstanding.

Once the Amalgamation is completed, there will be a total of up
to 500,030,001 Class "A" Common shares of Agro Pacific issued
and outstanding. Pursuant to the Amalgamation Agreement, the
issued and outstanding share capital of Agro Pacific will be
consolidated on a 20:1 basis, or other terms acceptable to the
Toronto Stock Exchange, following the Amalgamation.

Agstar was incorporated to develop large scale greenhouse
operations in Leamington, Ontario. Agstar plans to acquire land,
immediately prior to the Amalgamation, to construct a 22-acre
block of greenhouses. Agstar expects that construction of this
first block of greenhouses will be completed in time to plant a
winter crop in late 2002. Agstar plans to expand construction
over the next three years to include five additional blocks of
greenhouses. It is proposed that these greenhouses will be
fully-computerized hydroponics operations with auxiliary power
and auxiliary heat which will use high-productivity growing
techniques combining troughs and lights to create a
pesticide-free product that is capable of being grown year
round.

Agstar also plans to acquire, immediately prior to the
Amalgamation, all of the issued and outstanding shares of 103716
Ontario Limited, Southpoint Produce (1997) Limited, Veg Gro Inc.
and Sun Gro Farms Inc. Agstar also has an option to acquire all
of the issued and outstanding shares of Veg Gro Sales Inc.
Agstar expects that completing the acquisitions of the Veg Gro
Companies and Veg Gro Sales will give Agstar a more diversified
greenhouse business with the integration of marketing, packing
and transportation operations.

Agstar has future plans to develop, pursuant to a joint venture
or otherwise, a proposed power generation plant, which when
developed, could provide the greenhouses with heat and
electricity, with the aim of reducing the greenhouses' operating
costs and making them less vulnerable to energy price
fluctuations. Excess power generated by the plant could then be
sold on the open market when Ontario deregulates its electricity
market, which deregulation is expected to occur in May 2002.

The Amalgamation is part of Agro Pacific's restructuring
pursuant to the CCAA and is the culmination of efforts to
refinance Agro Pacific and enhance shareholder value. The
Amalgamation has been approved by Agstar's and Agro Pacific's
boards of directors. The completion of the Amalgamation will be
subject to the following conditions: Agstar completing the
acquisitions of the Veg Gro Companies and the land upon which
the first block of greenhouses will be constructed; Agstar
completing the financing necessary to start construction of the
first block of greenhouses; Agstar acquiring all of the required
licenses, permits and other regulatory approvals to construct
the first block of greenhouses; the approval of the shareholders
of each Agro Pacific and Agstar; and regulatory approval from
the Toronto Stock Exchange.


ARTHUR D. LITTLE: Sells Seven Business Lines to Five Buyers
-----------------------------------------------------------
Arthur D. Little announced that it has accepted offers for the
sale of its seven lines of business to five buyers from around
the world for a total of more than $96 million. The sale,
approved Monday in federal bankruptcy court in Worcester subject
to the signing of definitive agreements later this week,
reflected the outcome of an auction conducted on April 3 and 4
as part of the Company's sale under Chapter 11 of the U.S.
Bankruptcy Code.

"The success of this auction, in which the final value exceeded
the initial bid by more than $30 million, reaffirms the value of
ADL's businesses and the fine work that has been the hallmark of
Arthur D. Little for the last century," said Richard A.
Sebastiao, ADL's Chief Restructuring Officer. "This legacy of
excellence will be able to continue under new ownership."

The successful bidders and their bids for ADL's lines of
business are as follows:

-Global Management         Management Buyout Group  $43,000,000
   Consulting and
   Eurasian
   Operations of
   Global
   Environment
   and Risk
   (funded by Altran
    Technologies)


-Cambridge Consultants,    Management Buyout Group  $13,000,000
    Ltd.                          
   (funded by Altran
    Technologies)

- Technology &             TIAX, LLC                 $16,527,197
  Innovation

- Public Sector Program    ICF Consulting, Inc.       $6,500,000
  Management

- Global Environment       ICF Consulting, Inc.       $4,000,000
  and Risk Americas

- Advanced Energy Systems  Navigant Consulting, Inc.  $6,059,972

- Chemicals/Energy         Charles River Associates   $6,996,513
  Practice

"The buyers will be hiring a significant majority of the full-
time employees in each line of business, and business will
continue in the normal course during the transition to new
ownership," Sebastiao said. "The transactions should close
within 30 days."

The management buyout of the management consulting operations,
which was funded by Altran, included the purchase of the
worldwide rights for the use of the Arthur D. Little name. An
agreement will be made to allow transitional use of variations
of the name by other lines of business for about six months.

Approximately $15-20 million of assets were excluded from the
auction of the lines of business. These assets will be sold
separately as part of the effort to maximize the recovery to the
unsecured creditors under the Chapter 11 process.

Arthur D. Little -- http://www.adl.com-- the world's first  
management and technology consulting firm, works at the
interface of business and the technologies that drive innovation
and growth. Drawing on its unique blend of knowledge and hands-
on experience with a broad range of industries worldwide, the
firm collaborates with its clients to achieve breakthroughs in
practices, products, and processes that lead to dramatic growth
and the creation of new value. Company milestones include the
invention and commercialization of fiberglass, the patent for
the first synthetic penicillin, the design and development of
key experiments for NASA's first mission to the moon, and the
creation of a non-toxic, non-hazardous decontaminant foam that
neutralizes chemical and biological warfare agents. Arthur D.
Little has more than 2,000 employees in 30 countries worldwide.

The Management Buyout Group consists of most of the country
managers of the ADL Global Management Consulting practices
covering more than 20 countries as well as the managers of
Cambridge Consulting, Ltd. They have purchased their local
operations with financing from Altran Technologies --
http://www.altran.fr  Altran is Europe's leading technology  
consultancy, with 15,000 engineers in 14 countries worldwide,
providing high value-added support for innovation. Our
commitment is to help clients in industry and services gain new
competitive edge and enhance their performance with innovative
products and processes. This support spans every stage from
preliminary studies, strategic planning and technology watch to
design, implementation and inspection. ALTRAN stands out from
other consultancies in that we are active in sectors from
aerospace and telecoms to banking, with expertise covering all
areas of engineering. This unique know-how enables us to make a
key contribution to innovations shaping our daily lives, now and
in the years ahead.

TIAX, LLC is a privately held firm specializing in technology
development and innovation.

ICF Consulting (NYSE:NCI) -- http://www.icfconsulting.com-- one  
of the world's leading management and analytical consulting
firms, assists clients in managing the world's natural,
physical, economic, and community resources in a sustainable
way. We provide services and products to help optimize energy
resources, meet environmental challenges, foster economic and
community development, enhance transportation projects and
policies, and prepare for and respond to emergencies. ICF
Consulting's clients include energy utilities, governments,
major corporations, and national and multilateral organizations
throughout the world. The 800 employees of ICF Consulting are
based in offices around the globe, including Bangkok, London,
Los Angeles, Moscow, San Francisco, Toronto, and Washington,
D.C. Corporate headquarters are in Fairfax, Virginia. ICF
Consulting is privately held and reported gross revenue of $109
million in 2000.

Navigant Consulting, Inc. -- http://www.navigantconsulting.com-
- is a globally focused management consulting company to Fortune
500 firms, government agencies, law firms, and regulated
industries. The company's Energy & Water practice provides a
wide range of management consulting services to companies facing
the challenges of the deregulating energy, telecommunications,
and water industries. Primary professional service offerings
include strategy development, merger integration, regulatory
support, expert testimony, developing fairness options for large
financial transactions, energy procurement support, plus a wide
scope of related services. The over 300 Energy & Water practice
professionals are located throughout the U.S. and in several
international cities. Clients include leading utilities, and
municipal, state, and federal agencies in the energy,
telecommunications, and water industries. Over the past several
years, the Energy & Water practice has managed or advised on
over two-thirds of all the utility power generation asset
divestitures in the U.S., as well as serving as the lead
consultant to support the State of California as a result of
this energy crisis.

Founded in 1965, Charles River Associates -- http://www.crai.com
-- 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 regulatory
support, business strategy and planning, market and demand
forecasting, policy analysis, and engineering and technology
management. In thousands of engagements, CRA has distinguished
itself by its corporate philosophy of providing responsive, top-
quality consulting; an interdisciplinary team approach;
unsurpassed economic, financial, and other analytic skills; and
pragmatic business insights.


ASPEON INC: Sells UK Unit to Management-Led Investment Group
------------------------------------------------------------
Aspeon, Inc. (OTC: ASPE) announced that it has sold Javelin
Holdings International Ltd., the UK holding company which, in
turn, owned Javelin Systems (Europe) Ltd. and Jade
Communications Limited subsidiaries to an investment group that
includes members of the existing management team.  As part of
the sale, Javelin Holdings was appointed exclusive distributor
for the Company's Javelin product line in Europe and the Middle
East.

In announcing the sale, CEO, Robert Nichols said, "In addition
to providing working capital for Aspeon Inc., this transaction
has the benefit of permitting the UK companies to have a broader
product offering to complement the Javelin product line which
should make them more competitive in the marketplace.  We
believe that their acting independently can be even more
advantageous to Aspeon Inc. than as a subsidiary."

Aspeon Inc. is a leading manufacturer and provider of point-of-
sale systems and services for the retail and foodservice
markets.  Visit the company's Web site at http://www.aspeon.com

                              *  *  *

As previously reported, on the company's December 31, 2002
balance sheet included as a current liability is an
amount of $15,372,900 representing the balance owing under the
preferred share agreement (in default). In the event that a
settlement is reached with the holder, this amount may be
significantly reduced. Included in long-term debt at Dec. 31,
2001 is approximately $1.1 million representing long-term
settlements of accounts payable pursuant to debt restructuring
agreements.

As previously reported, the company's auditors, BDO Seidman LLP,
have not had access to the working papers of the company's
auditors for prior fiscal years, and therefore BDO Seidman was
not able to complete its audit of the company's financial
statements for the fiscal year ended June 30, 2001.

Until such time as the company's auditors are able to complete
their audit of the company's financial statements for the fiscal
year ended June 30, 2001, the company will face certain
consequences, including that the company will not be able to
file its Annual Report on Form 10-K and its Quarterly Reports
for the three months ended Sept. 30, 2001 and Dec. 31, 2001 on
Form 10-Q with the Securities and Exchange Commission, the
company will not be able to hold its annual stockholder meeting,
and stockholders of the company will not be able to rely upon
Rule 144 or 145 of the Securities Act of 1933 for the resale of
restricted securities.

The company continues to explore alternatives as to how it might
be possible to proceed, however no assurances can be made that
the company's auditors will be able to complete their audit of
the company's financial statements for the fiscal year ended
June 30, 2001.


ASSOCIATED MATERIALS: S&P Places BB Credit Rating on Watch Neg.
---------------------------------------------------------------
On April 8, 2002, Standard & Poor's revised the CreditWatch
implications on building products manufacturer Associated
Materials Inc.'s 'BB' corporate credit rating to negative from
developing. Ratings on Associated Materials were placed on
CreditWatch on December 20, 2001, following the company's
announcement that it was pursuing strategic alternatives,
including a possible sale of the company.

The revision of the CreditWatch implications stems from the
completion of Standard & Poor's review of the company's proposed
capital structure pending its sale to Harvest Partners Inc. The
transaction, valued at $468 million, will be financed with $296
million of cash and debt and $172 million of equity. If the
acquisition is completed as currently structured, Standard &
Poor's expects to lower its corporate credit rating on
Associated Materials Inc. to double-'B'-minus, reflecting a more
leveraged capital structure. The outlook will be stable.

The proposed debt financing includes a $165 million secured
credit facility, consisting of a $40 million revolving credit
facility due 2007 and a $125 million term loan maturing in 2009.
Based on preliminary terms and conditions, Standard & Poor's
bank loan rating will be double-'B'-minus, the same as the
corporate credit rating. The facility will be secured by
substantially all of the company's assets, which should provide
some measure of protection to lenders. However, based on
Standard & Poor's simulated default scenario, it not likely that
a distressed enterprise value would be sufficient to cover the
entire loan facility.

In addition, Standard & Poor's expects to assign a single-'B'
rating to the company's proposed $165 million subordinated notes
due 2012 to be issued under Rule 144A with registration rights.
The company's existing $75 million 9-1/4% subordinated notes due
2008 are expected to be redeemed, and rating on these notes will
be withdrawn when the transaction closes.

Associate Materials Inc., which will be based in Akron, Ohio, is
a medium-size manufacturer of vinyl siding and windows used
primarily in residential repair and remodeling. Products are
distributed through more than 80 company-owned supply centers
across the U.S. The company also manufactures electrical cable
used in mining, offshore drilling, and other specialty
industries.


AVAYA INC: Inks Global Managed Services Agreement with Vastera
--------------------------------------------------------------
Vastera, Inc. (Nasdaq: VAST), the leading provider of solutions
for Global Trade Management (GTM), announced that it has signed
a worldwide managed services agreement for global trade with
Avaya Inc. (NYSE: AV), a leading global provider of voice and
data networks.

"Our global supply chain is an area where we can contribute to
Avaya's ongoing restructuring and enhance customer
satisfaction," said Frank Rondi, director of logistics, Avaya.
"To achieve this objective, we worked with Vastera to design an
enhanced global trade management function to expand the size and
effectiveness of our internal global trade organization around
the world. The transfer of the operations to Vastera was
seamless to our customers and we expect their proven global
trade processes and expertise to drive operational efficiencies
and reduce costs across our global supply chain."

Vastera noted Avaya ships products across borders around the
world to support its global operations and customer base.
Avaya's ability to perform quickly and accurately the complex
tasks associated with moving goods across international borders
is key to minimizing its international inventories and
delivering high levels of customer service.

"Avaya has set very aggressive performance objectives for itself
worldwide," said Mark Ferrer, President and CEO of Vastera. "We
are eager to contribute to this effort by helping Avaya improve
its global supply chain efficiencies. We are also excited to
bring on another high-tech managed services client, supporting
our strategy of further vertical penetration."

Vastera is the leading provider of solutions for Global Trade
Management. Its solutions including software, trade management
consulting and managed services, are designed to streamline
global business. The foundation of these solutions is Global
eContent, a comprehensive, rules-based application of country-
specific trade and regulatory content, which is updated daily.

Vastera's solutions drive quick, tangible benefits for its
clients by accelerating the flow of goods through the global
supply chain, and reducing the associated operational costs.
Vastera clients include: Ford, Visteon, Alcatel, Dell,
Microsoft, Fonterra and Nortel Networks. For more information,
please visit http://www.vastera.com  

Avaya Inc., headquartered in Basking Ridge, N.J., is a leading
global provider of voice and data networks as well as
communications solutions and services that help businesses,
government agencies and other institutions - including more than
90 percent of the FORTUNE 500 (R) - excel in the customer
economy.

Avaya offers Customer Relationship Management Solutions, Unified
Communication Solutions, Service Provider Solutions,
MultiService Networking Infrastructure, and Converged Voice and
Data Networks - including the company's no-compromise Avaya
Enterprise-Class IP Solutions (ECLIPS) - all supported by Avaya
Services and Avaya Labs.

Avaya is the worldwide leader in unified messaging, messaging
systems, call centers and structured cabling systems. It is the
U.S. leader in voice communications systems and services. Avaya
is an official sponsor for the 2002 FIFA World Cup(TM), the FIFA
Women's World Cup 2003 and the 2006 FIFA World Cup(TM)
tournaments. For more information about Avaya, visit its Web
site at http://www.avaya.com

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


CELLPOINT INC: Fails to Comply with Nasdaq Listing Requirements
---------------------------------------------------------------
CellPoint Inc. (Nasdaq: CLPT), a global provider of mobile
location software technology and platforms, announces the
Company received a Nasdaq Staff Determination on April 1, 2002,
indicating, in addition to the matters discussed below, that the
Company has failed to comply with the net tangible assets and
stockholders equity requirements for continued listing set forth
in Marketplace Rule 4450 (a)(3), and that its securities are,
therefore, subject to delisting from the Nasdaq National Market.
The Company has appealed the Nasdaq Staff Determination and
requested a hearing before a Nasdaq Office of Listing
Qualifications, which will be scheduled within 45 days of the
Company's appeal, since the Company believes that, with the
restructuring work it has done, the Company does meet and
surpass the minimum requirements for continued listing on the
Nasdaq National Market. If necessary, a decision of the Office
of Listing Qualifications may be appealed to the Nasdaq Listing
and Hearing Review Council, which would initiate a second 45-day
period within which that hearing would be scheduled.

Although the Company is working with Nasdaq to resolve the
issues involved in the Staff Determination, and hopes with
completion of its restructuring and filing of the requested
forms that these appeals are not necessary, the appeals will
have the effect of staying the delisting of the Company's
securities pending the decisions of the Nasdaq appeal bodies for
a period of approximately 90 days.

In the same Staff Determination, the Company was advised of
forms required to be filed under Rule 4310(c)(17); the Company
is in the process of filing those forms. Nasdaq Staff indicated
they believe the Company was required to obtain shareholder
approval under Rule 4350(i)(1)(D)(ii) in connection with the
Staff's combining two transactions with Castle Creek Technology
Partners, LLC in 2000 and 2001 more than seven months apart. The
Company disagrees with integrating various transactions related
to potential issuance of common stock arising from Notes and
Warrants with Castle Creek Technology Partners and will address
this issue in the hearing it has requested or file for an
exception to the stockholder approval requirements for these two
transactions as so integrated. On March 12, 2002, the Nasdaq
Staff also notified the Company that the bid price of its common
stock has closed below $1 per share for 30 consecutive trading
days and is not in compliance with Rule 4450(a)(5); the Company
has 90 trading days to rectify this.

There is no assurance that Nasdaq will grant the Company's
appeals or other relief sought by the Company on the issues
raised in the April 1, 2002 Staff Determination.

CellPoint Inc. (Nasdaq and Stockholmsborsen: CLPT) is a leading
global provider of location determination technology, carrier-
class middleware and applications enabling mobile network
operators rapid deployment of revenue generating location-based
services for consumer and business users and to address mobile
E911/E112 security requirements.

CellPoint's two core products, Mobile Location System (MLS) and
Mobile Location Broker (MLB), provide an open standard platform
adapted for multi-vendor networks with secure integration of
third-party applications and content. CellPoint's location
platform has a seamless migration path to GPRS and 3G, supports
500,000 location requests per hour and can easily be scaled-up
to handle increased traffic throughput.

CellPoint's early entry and experience with European mobile
operators has allowed the development of products and features
that address key requirements such as active and idle mode
positioning, international roaming, multiple location
determination technologies and consumer privacy.

CellPoint is a global company headquartered in Kista, Sweden.
For more information, please visit http://www.cellpoint.com  


CHADMOORE WIRELESS: Continues Litigation Claim Reserve Analysis
---------------------------------------------------------------
Chadmoore Wireless Group, Inc., a dissolved Colorado
corporation-2002, announced that, at the direction of its Board
of Directors, it is continuing the process of determining, with
the assistance of its auditors and tax and litigation counsel,
the amount of the reserves required under Colorado law to be set
aside to cover creditor claims, potential claims stemming from
pending litigation, and federal and state tax liabilities.

The accurate determination of these amounts is crucial because
if the total amount of the reserves is not sufficient to cover
all valid claims and shareholders have received a distribution
of cash, shareholders may be liable to any creditors with a
valid unpaid claim up to the amount of any distributions
received. Ongoing analysis includes a determination of the
amount of the Company's usable historical net operating losses,
the amount of its state tax liability, if any, as a result of
the cash sale of its assets, the determination of adequate
reserves for potential liabilities for currently pending
litigation matters, and a sufficient reserve for contingent and
unknown liabilities. The Company hopes to complete its analysis
shortly but the timing is dependent on the Company's receipt and
review of the results of analyses being provided by the
Company's various professionals. The Company firmly believes it
is important to take all actions reasonably necessary to
determine the appropriate reserve amounts under Colorado law.

Following the final determination of appropriate reserve
amounts, the Company will commence the initial distribution of
cash to the Company's shareholders of record as of the
dissolution date. Absent any substantial unforeseen additional
liabilities, the total distribution per share is expected to be
consistent with the amounts outlined in the Company's proxy
statement filed in connection with its asset sale to Nextel and
the approval of its plan of liquidation.


CLEARLY CANADIAN: Grants Bonus Stock Options to Select Officers
---------------------------------------------------------------
Clearly Canadian Beverage Corporation (TSE:CLV; OTCBB:CCBC)
reports that, subject to any necessary regulatory and board of
director approvals, it has granted incentive stock options to
certain officers and directors to acquire up to an aggregate of
370,000 shares of the Company.  Such stock options have been
granted for a 10 year term and are exercisable at a price of
$1.25Cdn per share (based on the average closing price of the
Company's shares on The Toronto Stock Exchange over the
preceding 10 day trading period).    

Based in Vancouver, B.C., Clearly Canadian markets premium
alternative beverages, including Clearly Canadian(R) sparkling
flavoured water, Clearly Canadian O+2(R) and Tre Limone(TM),
which are distributed in the United States, Canada and various
other countries.  Clearly Canadian also holds the exclusive
license to manufacture, distribute and sell certain Reebok
beverage products in the United States, Canada and the
Caribbean. Additional information on Clearly Canadian and CC
Beverage may be obtained on the World Wide Web at
http://www.clearly.ca.

Clearly Canadian Beverage Corp., at December 31, 2001, reported
a working capital deficit of about $400,000, and a total
shareholders' equity deficiency of close to $49 million.


COHO ENERGY: Working Capital Deficit Tops $284MM at December 31
---------------------------------------------------------------
Coho Energy, Inc. (OTCBB:CHOH) announced ts financial and
operating results for the quarter ended December 31, 2001.

On February 6, 2002, Coho and its wholly owned subsidiaries,
Coho Resources, Inc. and Coho Oil & Gas, Inc., filed a voluntary
petition for relief under Chapter 11 of the U.S. Bankruptcy Code
in the United States Bankruptcy Court for the Northern District
of Texas. The bankruptcy petitions were filed to protect Coho
while it developed a solution to its liquidity problems. In
November 2001, Coho had received a notice of borrowing base
deficiency from its bank lenders because the banks reduced
Coho's borrowing base by $20 million in their semi-annual
review. Coho was unable to cure the borrowing base deficiency
within the 90-day cure period and received a notice of default
from the lenders on February 1, 2002. Coho is currently
operating as debtor-in-possession under the court's supervision
and pursuant to its orders.

Under its cash collateral order, the Company has agreed with the
lenders under its senior credit facility to develop a marketing
plan with its financial advisor, CIBC World Markets Corp., for
the sale of its assets or a recapitalization of its debt and
equity. The Company, together with CIBC, is currently working
with its bank group and the unsecured creditors committee on
mutually acceptable terms for this marketing plan to achieve
maximum value for its assets in this process. The Company
expects that once finalized and approved, the marketing plan
will allow the Company to explore other alternatives available
to it, in addition to a sale of its assets, including a
recapitalization of its debt and equity assuming the Company is
able to raise sufficient equity from existing or new investors
to cure the $20 million borrowing base deficiency and to provide
working capital to develop its properties. A recapitalization
may include a partial sale of its assets. Any sale or
recapitalization will be subject to bankruptcy court approval
under a Chapter 11 plan of reorganization or liquidation or in
accordance with Section 363 of the bankruptcy code, which
generally provides for a partial sale of assets prior to
confirmation of a plan of reorganization or liquidation.

No adjustments to the carrying value of the Company's assets or
liabilities related to the bankruptcy filing have been reflected
in the December 31, 2001 balance sheet. During 2002, the Company
will adjust liabilities subject to compromise to its estimate of
the allowed claims. Accordingly, during 2002, the Company will
write-off unamortized debt issuance costs and debt discounts of
$22.6 million and $10.7 million, respectively. These adjustments
to the December 31, 2001 carrying values will be recorded in
earnings as reorganization items. In addition, the Company will
record the prepayment penalty ($30.8 million at December 31,
2001) due under the standby loan as a result of our bankruptcy
filing and adjust the recorded amount of the standby loan
embedded derivative, based on the estimated allowed
claims in the first quarter of 2002.

At December 31, 2001, the company reported a working capital
deficit of about $284 million.

At this time, it is not possible to predict the outcome of the
bankruptcy proceedings, in general, or the effect on the
Company's business or on the interests of the creditors or
shareholders. The Company believes, however, that it may not be
possible to satisfy in full all of the claims against it. In
addition, the shareholders of our company may not realize any
value on their investment. As a result of the bankruptcy filing,
all liabilities incurred prior to February 6, 2002, including
secured debt, are subject to compromise. Under the bankruptcy
code, payment of these liabilities may not be made except
pursuant to a plan of reorganization or liquidation or
bankruptcy court approval.

Daily barrel of oil equivalent production ("BOEPD") has
increased from 10,410 BOEPD for the three months ended December
31, 2000 to 10,726 for the three months ended December 31, 2001.
Cash flow provided by operating activities (before working
capital adjustments) was $5.8 million for the current three
month period as compared to cash flow provided by operating
activities of $7.8 million for the same three-month period in
2000. Earnings before interest, taxes, depreciation,  
amortization, writedown of crude oil and natural gas properties,
reorganization costs, and gain/loss on standby loan embedded
derivative were $8.9 million for the current three-month period
compared to $12.1 million for the same period in 2000. For the
three months ended December 31, 2001 the Company reported net
income of $2.4 million as compared with net income of $7.3
million in the same period in 2000. For the year ended December
31, 2001, the Company's net income was $4.8 million as compared
with a loss of $32.7 million for the year ended 2000.

Operating revenues decreased 26% from $21.7 million during the
fourth quarter of 2000 to $16.1 million during the fourth
quarter of 2001, even though there was an overall increase in
production, primarily due to a 25% decrease in the price
received for crude oil and a 52% decrease in the price received
for natural gas, both including hedging gains and losses.
Production expenses remained relatively unchanged at $6.3  
million during the fourth quarter of 2001 as compared to $6.2
million during the fourth quarter of 2000.

Coho Energy, Inc. is a Dallas based oil and gas producer
focusing on exploitation of underdeveloped oil properties in
Oklahoma and Mississippi.


COVANTA ENERGY: Wants to Maintain Current Cash Management System
----------------------------------------------------------------
Covanta Energy Corporation, and its debtor-affiliates request
that their current Cash Management System be allowed to continue
uninterrupted to their benefit, and the benefit of their
business operations and all interested parties.

The Debtors used a centralized cash management system, similar
to those employed by other large corporate enterprises during
the ordinary course of business, and prior to the Petition Date.

Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen & Hamilton in
New York, explains that the cash management system is designed
to collect, transfer, and disburse efficiently, funds generated
through the Debtors' operations and to record those transactions
as they are made. Almost all bank accounts, pursuant to the
Credit Agreement, are held in Bank of America, N.A. in North
Carolina. The Debtors routinely deposit, withdraw and transfer
funds to, from, and between their bank accounts by check, wire
transfer, automated clearing house transfer and electronic funds
transfer. Thousands of accounts payable and payroll checks are
generated each month from their bank accounts.

Ms. Buell continues, explaining the complexities of the Debtors'
principal components of the Cash Management System.

                     Waste-to-Energy Projects

Among the Debtor entities, Covanta has instructed, operates and,
in certain cases, owns or leases 24 waste-to-energy projects. A
Covanta subsidiary operates and manages each WTE project.  In
nearly every case, the WTE Operating Subsidiary enters into a
contract with a client municipality/municipal authority, under
which the WTE Operating Subsidiary receives WTE operation and
maintenance fees, referred to as the service or operating fee.
Additionally, the WTE Operating Subsidiary receives a share of
the energy sales revenues generated by the WTE facility, and may
receive pass through costs. The project cash portion due to the
WTE Operating Subsidiary, the pass through costs, share of
energy revenues, surplus funds, etc, is the Operating Fee.

The construction of the 24 WTE facilities was funded by
municipal or private activity bonds. In each case, a portion of
the WTE Bond or successor issues remains outstanding. Each WTE
Bond Issue has a WTE Bond Trustee. Eight of the 24 Debtor-
operated WTE facilities are owned by a municipality or municipal
authority. For these eight facilities, the WTE bonds are direct
general obligation or revenue bonds for which the municipality
or municipal authority is the issuer and is directly responsible
for debt service. Covanta subsidiaries are the owners or lessees
of the remaining 16 WTE facilities.

In most cases, the WTE Bond trustee collects all revenues due to
the WTE project, including the operating fee and all revenues
from the sale of energy generated by the WTE project. The
trustee or third party entity generally distributes these
revenues, including those due to the WTE Operating Subsidiary,
on a monthly basis, pursuant to the terms of the relevant trust
indenture. Usually the revenues must first be applied to pay for
O&M.

In general, each WTE Operating Subsidiary maintains three Bank
of America Accounts covering receipts/deposits, disbursements
and petty cash. Each WTE Operating Subsidiary maintains its
three accounts at or near a zero balance. As soon as the WTE
Operating Subsidiary receives funds in its receipts account, it
transfers them up to the main operating subsidiary for all the
WTE projects, Covanta Waste to Energy, Inc. (the WTE Subgroup).

The WTE Subgroup maintains a concentration account with Bank of
America, which receives cash from the WTE Operating Subsidiaries
and is swept daily to Covanta. The WTE Subgroup Concentration
Account typically has a zero balance.

Covanta holds a main concentration or operating account, also
with Bank of America, into and from which flows all cash related
to the WTE Subgroup and, ultimately, the WTE Operating
Subsidiaries.

Excess cash from the Operating Account is transferred on a
regular basis to an investment account held by Covanta Financial
Services, Inc. The Investment Account is also used to fund any
deficiency in the Operating Account. The funds balance in the
Investment Account typically does not exceed around $5,000,000.

Covanta also maintains a collateral account. Cash in the
Operating Account exceeding $10,000,000 is regularly transferred
to the Collateral Account.

Cash remaining in the Operating and Collateral Accounts is
automatically invested each night by Bank of America in bank of
America's commercial paper and in other first-tier securities.
The following morning the cash is re-deposited in the Operating
Account and Collateral Accounts.

Each WTE Operating Subsidiary is responsible for funding certain
of the day-to-day operations of its facility, including payment
of all vendors and suppliers. Other day-to-day operating
expenses, including payroll and corporate overhead such as
legal, finance, human resources and accounting, are paid by the
Covanta or other Debtor affiliate.

Due to the consolidated nature of the Cash Management System,
the WTE Operating Subsidiary's own accounts are maintained at or
near a zero balance.  The WTE Operating Subsidiary receives
payments from the trustee only on a monthly basis, and certain
expenses are paid by other upstream affiliates.  When a WTE
Operating Subsidiary requires cash, it makes a request to the
WTE Subgroup, which in turn requests cash from Covanta. Covanta
then transfers the necessary cash from the Operating Account
into the WTE Subgroup Concentration Account, which sends the
cash down to the WTE Operating Subsidiary's disbursement
account. Covanta may also agree to pay the amount due to the
creditor directly, and charge the WTE Operating Subsidiary
through an intercompany account. Such transfers and payment are
made daily, and Covanta weekly sends $5-$10 million down to the
WTE Operating Subsidiaries.

         Domestic Independent Power Production Projects

Among the Debtors are entities associated with six independent
power production projects within the Covanta Energy Americas,
Inc. (CEA) group of companies (CEA Subgroup). One of the CEA IPP
projects (Three Mountain) has not yet been constructed and does
not participate in the Cash Management System. In two of the IPP
projects, and the project owners are non-Debtors. The remaining
three IPP projects, Second Imperial Geothermal Company, Heber
Geothermal Company, and Heber Field Company, have segregated
cash management systems resulting from prepetition third-party
financing arrangements. These systems link to the Cash
Management System primarily for the purpose of making
distributions out to Covanta.

The CEA Operating Subsidiaries receive cash from the IPP project
owners in payment of their O&M fees. However, payments to the
CEA Operating Subsidiaries are made by the IPP owners either
directly or by an escrow agent. The CEA Operating Subsidiaries
receive cash into incoming wires/checks accounts. There is a CEA
Subgroup concentration account into which cash is channeled from
the CEA Operating Subsidiaries. The CEA Subgroup Concentration
Account balance is transferred daily into the Operating Account.
Both of these accounts are maintained at a zero balance. Cash
transfers from Covanta to the CEA Operating Subsidiaries for
plant operations and other expenses occur in the same manner
described for the WTE Operating Subsidiaries.

In the SIGC IPP, the cash flow manner is subject to the
financing arrangement terms with a third party. SIGC maintains a
separate account into which all revenues are deposited. Covanta
transfers to Covanta SIGC Geothermal Operations, Inc. cash to
cover all expenses associated with operating SIGC. Once a month,
SIGC reimburses SIGC Operating Subsidiary for all expenses paid
in the past 30 days. On a quarterly basis, funds remaining after
the project has paid its own expenses, including payment to the
third-party financing company), are wire transferred by SIGC to
Covanta.

In the HGC and HFC IPPs, cash flow matters are determined by the
financing arrangement with a third party. Each of HGC and HFC
maintains a separate account into which all revenues are
deposited. Covanta funds all expenses associated with operating
HGC and HFC. Once a month, the Companies reimburse Covanta paid
on their behalf for the prior 30 days, as well as those paid by
Covanta Imperial Power Services, Inc. and Covanta Geothermal
Operations, Inc., the entities that operate HGC and HFC,
respectively. Funds remaining after those payments are wired to
HGC's and HFC's third-party financing company.

                       Water Projects

A similar Cash Management System to that described for the WTEs
is in place for Covanta's water projects. In the Bessemer
project, the Water Operating Subsidiaries receive O&M fees from
the municipality that hires them rather than from a trustee. The
Water Operating Subsidiaries transfer cash from their accounts
into the Water Subgroup Concentration Account. Cash from that
account is transferred daily to the Operating Account. Both the
Water Operating Subsidiary's accounts and the Water Subgroup
Concentration Account are maintained at or near a zero balance.
Cash transfers from Covanta to the Water Operating Subsidiaries
occur in the same way as described for the WTEs.

   Aviation, Entertainment and Other Non-Energy Subsidiaries

The aviation, entertainment and other non-energy subsidiaries of
Covanta; Covanta Aviation, Inc., Covanta Facility Management
Corporation of Anaheim, Covanta Attractions, Inc., J.R. Jack's
Construction Corporation and other entities grouped under
Covanta Services Corporation, pay distributions out to Covanta
and receive funding from Covanta. All the cash that Covanta
receives from or sends to the Non-Energy Subsidiaries channels
through one or more zero-balance accounts held by Covant
Projects, Inc., a non-debtor.

Each Non-Energy Subsidiary, except for those involved in the
aviation business, maintains its own bank accounts and writes
checks for its own operating expenses. Following the recent sale
of the majority of Covanta's aviation business, all operating
expenses of the remaining aviation subsidiaries are paid by an
unaffiliated operator. This operator is also responsible for
collecting incoming revenues of Covanta's remaining aviation
subsidiaries and transferring them regularly to CPI, which in
turn transfers the cash to Covanta. Covanta, through CPI,
regularly reimburses the operator for these services.

     Domestic and International Non-Debtor Subsidiaries

The majority of domestic and international non-Debtor entities
affiliated with the Debtors, including the entities within the
Covanta Power Pacific, Inc. group, fund and operate themselves
with few, if any cash inputs from Covanta, and make payments out
to Covanta on a quarterly, semi-annual or annual basis. Under
the Pre-petition Cash Management System, cash is transferred to
Non-Debtor Affiliates if it is necessary to pay outstanding
obligations and fund working capital. Covanta advances funds to
pay an Affiliate's invoice if it lacks the funds to cover an
operating expense, then internally charges the advance as an
inter-company loan to the appropriate entity. Two WTE projects,
in Havervill, Massachusetts and Detroit, Michigan are Non-Debtor
Affiliates and participate in the Cash Management System in the
same manner as the Debtor WTE projects. These entities will
post-petition, receive cash transfers from Covanta, and will
regularly transfer cash to Covanta in the ordinary course under
the Cash Management System.

The Debtors intend to fund certain Non-Debtor Affiliates from
the Operating Account for a limited time during the post-
petition period, specifically, the Non-Debtor Affiliates that
run the Iguaza casino in Argentina. The proposed two-month
funding will allow the Debtors to dispose of the Iguaza assets,
to the benefit of the Debtors' estates.

                          Payroll

The various entities and bank accounts that handle payroll
within the Cash Management System receive cash from Covanta from
the Operating Account one or two days prior to wage payment. All
wages are paid weekly, unless otherwise indicated.

Ms. Buell states that the continuation of the Centralized Cash
Management System is in the best interest of the Debtors and
their estates. These complex management procedures constitute
ordinary course, essential business practices. Also, it enables
the Debtors to control corporate funds, ensure funds
availability, and reduce borrowing costs and administrative
expense by facilitating funds movement and timely and accurate
account balance information. The centralized system has
historically reduced interest expense, as the Debtors have been
able to utilize all funds within the Cash Management System.

Jeffrey R. Horowitz, Covanta Senior Vice President of Legal
Affairs, asserts that, "any disruption could have a severe and
adverse impact upon the Debtors' reorganization efforts." It
would be extremely difficult to establish and maintain a
separate Cash Management System for each Debtor. Maintenence of
this existing system is in the best interests of the Debtors and
their estates.

Ms. Buell assures Judge Blackshear that, regarding the inter-
company transactions, these cash transfers and services within
the Cash Management System between the Debtors and their Non-
Debtor Affiliates (such as between Covanta and CPI) reduce the
Debtors' administrative costs and, in certain cases result in
tax benefits to the Debtors. If these transactions were
discontinued, a number of services provided by and to the
Debtors would be interrupted. Costly alternative arrangement
would need to be made. The Debtors will continue to maintain
detailed transactions records, and ask the Court's permission to
continue these transactions, in accordance with Section 364(a)
of the Bankruptcy Code. She adds that, as the protections
afforded the Debtors under the Bankruptcy Code to not apply to
creditors in foreign jurisdictions, these entities have no
protection.

Therefore it is necessary, to avoid Non-Debtor Affiliates'
insolvency or accompanying litigation, that the Debtors be
allowed to maintain their ordinary course monetary practices.
(Covanta Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


ENRON: Metals Debtor Seeks OK to Assigns Contracts to Sempra
------------------------------------------------------------
In connection with the proposed $43.5 million sale of its
business, Enron Metals & Commodity seeks the Court's authority
to assume and assign relevant executory contracts to Sempra
Metals Concentrates Corporation.

Specifically, Enron Metals intends to assume and assign to
Sempra contracts related to its metals concentrate and copper
blister business, including:

      -- intellectual property contracts,
      -- trading contracts,
      -- commercial documents, and
      -- letters of credits.

With respect to any defaults under the Assumed Contracts, Brian
S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
assures the Court that Enron Metals will cure them or provide
adequate assurances that it will promptly cure them, as required
by section 365(b) of the Bankruptcy Code.  Upon closing, Mr.
Rosen says, each non-debtor contracting party in connection with
the Acquired Assets and Assumed Contracts shall be forever
barred from asserting cure or other amounts with respect to the
Acquired Assets and the Assumed Contracts.

Mr. Rosen asserts that the assignment of the Acquired Assets and
the Assumed Contracts to Sempra, in and of itself, will provide
Enron Metals with adequate assurance of the future performance
under the Acquired Assets and the Assumed Contracts.  According
to Mr. Rosen, Sempra is a subsidiary of Sempra Energy, which
owns two major southern California utilities, SDG&E and SoCal
Gas, the nation's largest natural gas distributor.  Together,
Mr. Rosen says, the two utilities serve 7,000,000 customers.  
Sempra Energy has a market capitalization of approximately
$4,700,000,000 and has a bond rating of A/A2, Mr. Rosen adds.
(Enron Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON CORP: Complaint Links Banks, Law Firms to Securities Fraud
----------------------------------------------------------------
The Enron fraud perpetrated by the Houston-based energy giant
and its auditors succeeded because of the active complicity of
several prominent banks and law firms, according to new
allegations in federal court. The University of California, the
lead plaintiff in the Enron shareholders lawsuit, filed a
consolidated complaint in the U. S. District Court for the
Southern District Court of Texas in Houston, adding nine
financial institutions, two law firms and other new individual
defendants to a list that already included 29 current and former
Enron executives and the accounting firm of Arthur Andersen LLP.

The 485-page amended complaint lays out the scheme in detail,
naming J.P. Morgan Chase, Citigroup, Merrill Lynch, Credit
Suisse First Boston, Canadian Imperial Bank of Commerce
(CIBC), Bank America, Barclays Bank, Deutsche Bank and Lehman
Brothers as key players in a series of fraudulent transactions
that ultimately cost shareholders more than $25 billion. At the
same time, a number of top bank executives profited personally
from the schemes, according to the complaint. Two law firms were
also added to the list of Enron defendants because of their
significant and essential involvement in the fraud - Enron's
Houston-based corporate counsel Vinson & Elkins, as well as
Chicago-based Kirkland & Ellis, which Enron used to represent a
number of so-called "special purpose entities."

"These prestigious banks and law firms used their skills and
their professional reputation to help Enron executives shore up
the company's stock price and create a false appearance of
financial strength and profitability which fooled the public
into investing billions of dollars," said James E. Holst, the
university's general counsel. "In return, these firms received
multi-million-dollar fees, and some of their top executives
exploited the situation to cash in personally." The amended
complaint also documents a total of almost $1.2 billion in
insider trading by 28 Enron directors and officers,
approximately $171 million more than previously disclosed. Two
Enron insiders, Kenneth Lay and Robert Belfer, together sold
$144 million more than has been reported.

       Bankers Tricked Investors With Dual Deception

Many of the financial institutions named in the complaint helped
to set up clandestinely controlled Enron partnerships, used
offshore companies to disguise loans, and facilitated the phony
sale of overvalued Enron assets. As a result, Enron executives
were able to deceive investors by moving billions of dollars of
debt off its balance sheet and artificially inflating the value
of Enron stock. For their part, the law firms allegedly issued
false legal opinions, helped structure non-arm's-length
transactions, and helped prepare false submissions to the U. S.
Securities and Exchange Commission.

The banks played a dual role in the elaborate scheme, which the
amended complaint describes as "a hall of mirrors inside a house
of cards." While bank executives were helping conceal the true
state of Enron's precarious financial condition, securities
analysts at the same banks were making false, rosy assessments
of Enron to entice investors. As underwriters in the sales of
Enron securities, the banks also misled the public by approving
incomplete or incorrect company statements. J.P. Morgan Chase,
for instance, helped Enron raise $2 billion in publicly traded
securities that are now almost worthless. "Instead of protecting
the public from the Enron fraud, the bankers knowingly chose to
become partners in deceit," said William Lerach, senior partner
at Milberg, Weiss, Bershad, Hynes & Lerach, the university's
lead counsel. "They were not only willing participants but
profiteers. Their executives followed the example of Enron's
insiders, getting rich off+ thousands of unwitting pensioners
and other investors who entrusted - and lost - what for many was
their life savings."

            Bankers Made Inside Deal For Themselves

Executives at several of the banks took advantage of their
positions to invest more than $150 million in one of the Enron-
controlled, off-the-books partnerships called LJM2, which they
knew would pay an exorbitantly high return because of "self-
dealing" transactions with Enron, according to the complaint.
From the start, the banks provided "extraordinary" assistance to
Enron to set up LJM2. In information presented for the first
time, the complaint reveals the "prefunding" of LJM2 by J.P.
Morgan Chase, CIBC, Deutsche Bank, Credit Suisse First Boston,
Lehman Brothers and Merrill Lynch at the end of December 1999 -
a critical juncture for Enron. Although under no obligation
to do so, the banks advanced nearly 100 percent of the money for
LJM2, including a $65 million credit line.

LJM2 used the money in the final days of 1999 to buy four Enron
assets that the company had failed to sell to other parties,
enabling Enron to report large gains and prevent a sudden
decline in stock prices that would have meant large losses for
the company and the banks. The deals, described as "sham"
transactions, involved the Nowa Sarzyna power plant in Poland,
the MEGS, LLC natural gas system in the Gulf of Mexico, the
Yosemite certificates and a set of collateralized loan
obligations. Later, LJM2 sold the assets back to Enron. The four
transactions allowed Enron to overstate its profits,
conveniently meeting forecasts put out by the company and bank
analysts. Simultaneously, bank executives who had invested in
LJM2 were enriched when the special-purpose entities paid
millions to LJM2.

Banks, law firms helped Enron conceal loans and create fake
profits The banks and law firms are accused of playing an
instrumental role in creating a mythical picture of Enron
profitability. They helped set up transactions that appeared to
be independent, but "which, in fact, Enron controlled through a
series of secret understandings and illicit financing
arrangements," said Lerach. Loans, which should have counted as
debt, were made to look like profits from sales. The complaint
explains how J.P. Morgan Chase helped Enron hide $3.9 billion in
debt through a company known as Mahonia Ltd., located in the
Channel Islands off England. The bank disguised approximately $5
billion in back-and-forth transactions in which Enron sold gas
and oil contracts to Mahonia, but then secretly repurchased the
contracts.

The complaint also reveals that Vinson & Elkins gave J.P. Morgan
Chase and Enron legal cover for the Mahonia transactions by
writing an opinion corroborating them as legitimate. Citigroup
used its Delta subsidiary in the Cayman Islands to carry out
$2.4 billion of financial "swaps" with Enron that the lawsuit
says "perfectly replicated loans and were, in fact, loans," but
were not disclosed on Enron's books. Credit Suisse First Boston
gave Enron $150 million in a transaction that the lawsuit says
was "made to appear to be a `swap,'" but was actually a loan, as
a bank officer later admitted. Canadian Imperial Bank of
Commerce (CIBC) also formed a partnership with Enron, called EBS
Content Systems, and pretended to invest $115 million, enabling
the energy company to report $110 million in profits. However,
because Enron secretly agreed to guarantee the $115 million, the
lawsuit calls the transaction a "contrivance" that inflated the
company's profits.

CIBC likewise lent $125 million to the Enron venture New Power
IPO, allowing the company to post fictitious profits, while
again receiving a secret guarantee that protected the bank.
Later, Enron had to reverse the entire $370 million in profits
it had created by the New Power deal.

In other cases, Enron and the banks made loans look like
investments. Barclays gave $11.4 million to two investors in
Chewco, another of Enron's off-the-books partnerships. While the
money gave the appearance of outside investment in Chewco, Enron
secretly subsidized the loans through a $6.6 million cash
deposit with Barclays. The complaint describes the two investors
as "strawmen."

     Schemes Propped Up Enron Stock But Eventually Collapsed

The banks' complex maneuvers on Enron's behalf were intended to
bolster the value of Enron stock and its apparent
creditworthiness. Bank officers were aware that if the price
fell, Enron would be required to issue additional stock that
would diminish the company's investment rating and limit access
to new capital, likely collapsing the scheme from which the
banks were profiting. At one point, executives of Credit Suisse
First Boston strongly warned their Enron counterparts that the
company would be ruined if the stock dropped to $20 a share.

For the first time, the amended complaint reveals that some of
the financial institutions were themselves at risk for extensive
losses because they had written millions of dollars of "credit
default puts" on Enron securities, requiring them to make good
on Enron's publicly traded debt if the company defaulted. This
gave them strong incentives to keep Enron afloat. When Enron's
financial manipulations finally became public and the stock
collapsed in November 2001, executives from J.P. Morgan Chase
and Citigroup pressured Moody's to keep Enron's credit rating in
place until the banks could arrange a bailout sale of Enron to
avoid insolvency and forestall a full-scale investigation into
the company's dealings. A proposed sale to Dynegy fell through,
however, and Enron filed for bankruptcy on December 2, 2001.
The losses of the plaintiffs in the shareholders class action,
who purchased Enron equity and debt securities between October
19, 1998 and November 29, 2001, are estimated at more than $25
billion.

The amended complaint also extends the responsibility of Enron's
auditing firm, Arthur Andersen, to cover the role of 24 Andersen
executives and several of the firm's international entities,
including Andersen Worldwide, SC, and affiliates in Brazil, the
Cayman Islands, India, Puerto Rico, and the United Kingdom.

"The defendants' sophisticated manipulations allowed them to
enrich themselves at the expense of millions of Americans who
lost billions of their hard-earned dollars invested in Enron for
their retirements," said Holst. "That's not fair. Our lawsuit
seeks to return those funds to their rightful owners and to
retirees and working families across the country."

A copy of the complaint (with 1,030 numbered paragraphs to
which William S. Lerach, Esq., and Milberg Weiss Bershad Hynes
& Lerach LLP, assert copyright and other claims they will
vigorously defend) and background materials are available
online at http://www.ucop.edu/news/enronand
http://www.enronfraud.com/

DebtTraders reports that Enron Corp.'s 9.125% bonds due 2003
(ENRON2) are quoted at a price of 12.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRON2for  
real-time bond pricing.


EXIDE TECHNOLOGIES: Earns ISO Certifications for 10 Facilities
--------------------------------------------------------------
Exide Technologies, on an accelerated path to achieving ISO
certifications at all of its facilities worldwide, announced
that 10 more of its facilities and locations in Australia,
Europe and the United States have earned new ISO certifications.
Exide Technologies (OTC Bulletin Board: EXDT) is the global
leader in stored electrical-energy solutions.

The company's following locations are included in the new
certifications, all of which are sanctioned by the International
Organization for Standardization in Geneva, Switzerland:

     *  Auxerre, France:  The automotive battery manufacturing
facility, part of the company's Transportation Business Group
(TBG), earned the ISO/TS 16949.  The certification is a broad-
based award acknowledging superior quality in design,
purchasing, production, sales, marketing and service.

     *  Columbus, Georgia, USA:  This facility, which
manufactures batteries for network power applications, has
earned ISO 14001.  The certification verifies that a plant's
environmental processes conform to relevant standards. It
defines the elements of an effective environmental management
system that can be integrated with other management requirements
to assist organizations in achieving environmental and economic
goals.  The plant already is ISO 9000 certified.

     *  Cwmbran, Wales:  The Cwmbran facility, part of the Exide
TBG, manufactures automotive batteries.  In a landmark
achievement for Exide Technologies, this facility has earned a
triple certification in ISO/TS 16949, ISO 14001 and the OHSAS
18001.  The OHSAS -- Occupational Health and Safety Management
System -- certification is a system aimed at reducing and
preventing accidents and accident related loss of lives,
equipment and time.  It was developed in the U.K. by 10
certification bodies and the National Standards Bodies.

     *  Elizabeth, South Australia:  This facility, part of the
TBG, manufactures automotive starting batteries.  It earned the
ISO 14001 certification for environmental management systems.

     *  Gennevilliers, France:  This Exide Technologies product
development location, also part of the TBG, earned ISO/TS 16949.

     *  Manchester, Iowa, USA:  This location, part of the TBG,
manufactures automotive starting batteries.  It earned ISO/TS
16949.

     *  Nanterre, France:  This facility, which manufactures
automotive starting batteries, is part of the TBG.  It earned
ISO/TS 16949.

     *  Romano di Lombardia, Italy:  Part of the TBG, this
automotive battery manufacturing facility was certified with the
ISO TS 16949 and ISO 14001.

     *  Shreveport, Louisiana, USA:  Part of the TBG, this
facility manufactures automotive starting batteries. It earned
the ISO 14001 certification.

     *  Stevenage, England:  This location, part of the
company's Network Power Group, houses a product design and
distribution facility.  It earned ISO 9001:1994, which verifies
the design, development, implementation, documentation,
maintenance and support of a quality management system.

The facilities were audited and sanctioned by different
independent international assessment and registration
authorities, including AFAQ, the French Certification body; the
British Standards Institute; CISQ, an Italian certification
company accredited by SINCERT, the Italian accreditation body;
Det Norske Veritas Certification, Inc.; and Entela, Inc. in the
U.S.  ISO certifications are increasingly important for
companies doing business in the global marketplace because they
assure the application of consistent quality standards
worldwide.  ISO registrations can help companies increase
customer satisfaction and demand for products and services while
reducing operating costs.

"The Exide employees at these ten locations, along with all of
the support team members company wide, have demonstrated
extraordinary accomplishments," said Craig H. Muhlhauser,
President and CEO of Exide Technologies.  "As Exide progresses
through its operational and financial restructuring, earning
these certifications is crucial to shaping the future of our
organization.  We are absolutely committed to achieving the
highest quality standards in product and customer service, and
the ISO certifications authenticate that we are making rapid
progress."

Exide Technologies is the world's largest industrial and
transportation battery producer and recycler with operations in
89 countries.

Industrial applications include network-power batteries for
telecommunications systems, fuel-cell load leveling, electric
utilities, railroads, photovoltaic (solar-power related) and
uninterruptible power supply (UPS) markets; and motive-power
batteries for a broad range of equipment uses, including lift
trucks, mining vehicles and commercial vehicles.

Transportation uses include automotive, heavy-duty truck,
agricultural, marine and other batteries, as well as new
technologies being developed for hybrid vehicles and new 42-volt
automotive applications.  The company supplies both aftermarket
and original-equipment transportation customers.

Further information about Exide Technologies, its financial
results and other information can be found at
http://www.exide.com  

At September 30, 2001, Exide Technologies reported an upside-
down balance sheet, showing a total shareholders' equity deficit
of about $263 million.

DebtTraders reports that Exide Technologies' 10% bonds due 2005
(EXIDE2) are quoted at a price of 10. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXIDE2for  
real-time bond pricing.


EXODUS COMMS: Court Okays KPMG as Accountant & Workout Advisor
--------------------------------------------------------------
Exodus Communications, Inc., and its debtor-affiliates obtained
the Court's permission to retain and employ KPMG LLP, the United
States member firm of KPMG International, nunc pro tunc to the
Petition Date, as their accountant and restructuring advisor.

With the approval of the Court, KPMG LLP will render accounting,
audit and review services to the Debtors, including:

A. Audit and review examinations of the financial statements of
       the Debtors as may be required from time to time;

B. Analysis of accounting issues and advice to the Debtors'
       management regarding the proper accounting treatment of
       events;

C. Assistance in the preparation and filing of the Debtors'
       financial statements and disclosure documents required by
       the SEC;

D. Assistance in the preparation and filing of the Debtors'
       registration statements required by the SEC in relation
       to debt and equity offerings; and

E. Performance of other accounting services for the Debtors as
       may be necessary or desirable.

In addition, KPMG LLP will provide financial and restructuring
advisory services, including:

A. Assistance, as required, in the preparation and review of
       reports or filings as required by the Bankruptcy Court
       for the District of Delaware or the U.S. Trustee,
       including Schedules of Assets and Liabilities, Statement
       of Financial Affairs and monthly operating reports;

B. Review of and assistance in the preparation of financial
       information for distribution to creditors and other
       parties in interest, including analyses of cash receipts
       and disbursements, financial statement items and proposed
       transactions for which Court approval is sought;

C. Assistance with analysis, tracking and reporting regarding
       cash collateral and any debtor-in-possession financing
       arrangements and budgets;

D. Assistance with implementation of bankruptcy accounting
       procedures as required by the Bankruptcy Code and
       generally accepted accounting principles;

E. Evaluation of potential employee retention and severance
       plans;

F. Assistance with identifying and analyzing potential cost
       containment opportunities;

G. Assistance with identifying and analyzing asset redeployment
       opportunities;

H. Analysis of assumption and rejection issues regarding
       executory contracts and leases, including the preparation
       of damage calculations arising therefrom;

I. Assistance in preparing business plans and analyzing the
       business and financial condition of the Debtors;

J. Assistance in evaluating reorganization strategy and
       alternatives available to the Debtors;

K. Review and critique of the Debtors' financial projections and
       assumptions;

L. Preparation of liquidation analysis valuations;

M. Assistance in preparing documents necessary for confirmation,
       including financial and other information contained in
       the plan of reorganization and disclosure statement;

N. Advice and assistance to the Debtors in negotiations and
       meetings with secured lenders, bondholders, creditors and
       any official creditors' or equity committees;

O. Advice and assistance on the tax consequences of proposed
       plans of reorganization, including assistance in the
       preparation of IRS ruling requests regarding the future
       tax consequences of alternative reorganization
       structures;

P. Assistance with claims resolution procedures, including
       analysis of creditors' claims by type and entity and
       maintenance of a claims database;

Q. Litigation consulting services and expert witness testimony
       regarding avoidance actions or other matters; and

R. Other such functions as requested by the Debtors or its
       counsel to assist the Debtors in its business and
       reorganization.

Jeffrey R. Truitt, a member of the firm KPMG LLP, informed the
Court that the Firm's requested compensation for professional
services rendered to the Debtors will be calculated by
multiplying the number of hours actually expended by each
assigned staff member by such professional's hourly billing
rate. The current hourly rates for KPMG LLP's professionals are:

      Accounting, Audit & Review:

           Partner                     $595
           Senior Manager              $540
           Manager                     $450
           Senior Associate            $330
           Associate                   $200
           Paraprofessional/Intern     $110

      Financial/Restructuring Advisory:

           Partner/Principal          $510 - $570
           Director                   $420 - $480
           Manager                    $330 - $390
           Senior Associate           $240 - $300
           Associate                  $150 - $210
           Paraprofessional           $120

Mr. Truitt states that KPMG LLP will apply a 20% discount to its
fees for accounting, audit and review services while the hourly
rates for restructuring while financial advisory services
represent customary hourly rates, which will not be discounted.
KPMG LLP also will seek reimbursement for necessary expenses,
which shall include travel, photocopying, delivery service,
postage, vendor charges and other out-of-pocket expenses
incurred in providing professional services. (Exodus Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


FANSTEEL INC: Can't Make Timely Filing of Form 10-K with SEC
------------------------------------------------------------
Fansteel Inc. and its U.S. subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court in
Wilmington, Delaware on January 15, 2002. The Company is unable
to timely file its Annual Report on Form 10-K for the year ended
December 31, 2001 because compliance with the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended,
would cause the Company significant hardship and unreasonable
burden in terms of expense and effort on the part of the Company
and its management. Since the Bankruptcy Filing, the efforts of
the Company have been occupied by addressing the day-to-day
needs of a Chapter 11 debtor, including obtaining approval of
the Bankruptcy Court for non-ordinary course activities,
negotiating with its major creditor constituencies and ongoing
efforts to sell the Company's assets or prepare a plan of
reorganization.

On February 11, the Company submitted a request for a no-action
position to the Staff of the Securities and Exchange Commission
requesting relief from the periodic reporting obligations under
the Exchange Act. The Company is awaiting a reply to the No-
Action Request. Pending the Staff's reply to the No-Action
Request, in accordance with the modified reporting requested in
the No-Action Request, the Company will file, under cover of
Form 8-K and in lieu of its Exchange Act reports, the monthly
operating reports that it files with the U.S. Trustee and the
Bankruptcy Court. If the relief requested in the No-Action
Request is denied, the Company will file its Fiscal 2001 10-K as
soon as practicable after receipt of such denial.

Management has not completed its efforts to quantify the results
of operations for the fiscal year ended December 31, 2001.


FEDERAL-MOGUL: Future Rep. Signs-Up Herbert Smith as Co-Counsel
---------------------------------------------------------------
The Court-appointed Legal Representative for Future Asbestos-
Related Claimants, Eric D. Green, Esq., asks to employ and
retain Hebert Smith as their English co-counsel, effective as of
February 19, 2002, in the chapter 11 cases of Federal-Mogul
Corporation, and its debtor-affiliates.

Mr. Green tells the Court that the Cross-Border Cases are
administrative proceedings in accordance with the English
Insolvency Law pending in the High Court of Justice, Chancery
Division in London, England. Herbert Smith was chosen to assist
Mr. Green in monitoring and to the extent his duties require,
participating in the Cross-Boarder Cases. The firm has extensive
experience in and knowledge of business insolvency and
reorganizations in the United Kingdom, and has experience and
expertise in practicing before the High Court making the firm
effective in dealing with the many potential legal issues and
problems that may arise in these Chapter 11 cases.

According to Mr. Green, Herbert Smith seeks to render, among
others, these services:

A. consult with the Future Representative, the Debtors, the
    Office of the U.S. Trustee, and the English authorities
    concerning the administration of these Chapter 11 cases and
    the insolvency cases pending in the United Kingdom;

B. to review , analyze and respond to pleadings filed with the
    High Court by the Debtors and to participate in hearings on
    such pleadings;

C. to investigate the acts, conduct, assets, liabilities, and
    financial condition of the Debtors, the operation of the
    Debtors' businesses, and any matters relevant to these
    Chapter 11 cases and the insolvency cases pending in the
    U.K. in the event, and to the extent required by the Future
    Representative;

D. to take all necessary actions to protect the rights and
    interest of the Future Representative in the U.K.,
    including, but not limited to negotiations and preparations
    of documents relating to any plan of reorganization and
    disclosure statement; and,

E. to represent the Future Representative in connection with the
    exercise of his powers and duties under the English law in
    connection with these cases.

Compensation will be paid to Herbert Smith on an hourly basis,
plus reimbursement of actual, necessary expenses that it incurs.
The principal attorneys and paralegal presently designated to
represent the Future Representative and their current standard
hourly rates are:

                    Professional          Rate
                  -----------------      -------
                    Stephen Gale         o450/hr
                    Gillian Dobby        o360/hr
                  Nicola Hargreaves      o225/hr
(Federal-Mogul Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Denies It's Agreed to any Chapter 11 Plan
--------------------------------------------------------
In response to various news reports, Federal-Mogul Corporation
(NYSE: FMO) has issued the following statement:

Federal-Mogul has not agreed to the terms of any plan of
reorganization that would permit it to emerge from Chapter 11.

"We continue to work diligently with all parties involved in our
restructuring, and we remain optimistic that with our leadership
a consensual resolution can and will be reached," said Frank
Macher, chairman and chief executive officer.

The Board of Directors and the management team remain in control
of the company.

Federal-Mogul is a global supplier of automotive components and
sub-systems serving the world's original equipment manufacturers
and the aftermarket.  The company utilizes its engineering and
materials expertise, proprietary technology, manufacturing
skill, distribution flexibility and marketing power to deliver
products, brands and services of value to its customers.  
Federal-Mogul is focused on the globalization of its teams,
products and processes to bring greater opportunities for its
customers and employees, and value to its constituents.  
Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs 49,000 people in 24
countries.  For more information on Federal-Mogul, visit the
company's Web site at http://www.federal-mogul.com

DebtTraders reports that Federal-Mogul Corporation's 8.80% bonds
due 2007 (FEDMOG6) are last quoted at a price of 22. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FEDMOG6for  
real-time bond pricing.


FOUNTAIN VIEW: Brings-In Roland Rapp as General Counsel
-------------------------------------------------------
Fountain View, Inc., a leading operator of 49 long-term care
facilities with approximately 5,000 patients and 6,000 employees
in California and Texas, announced the appointment of Roland
Rapp as General Counsel.

"We look forward to the experience and expertise that Roland
will bring to Fountain View," said the Company's Chief Executive
Officer Boyd Hendrickson.

Mr. Rapp has 19 years of experience in the healthcare and legal
sector, most recently as Managing Partner of the law firm Rapp
Kiepen and Harman and concurrently as Chief Financial Officer
for Vintage Estates, both based in Pleasanton, California.  His
law practice, centered on healthcare law, has had a primary
focus on long-term care based on his prior experience as a
nursing home administrator and director of operations for a
small nursing home chain.

Mr. Rapp also is the immediate past Chairman of the Board for
the California Association of Health Facilities (CAHF).  CAHF is
the largest professional association in California, representing
more than 1,600 skilled nursing, intermediate care, assisted
living and mental health facilities.

Mr. Rapp is the second senior-level appointment at Fountain View
in the past month.  In March, Mr. Hendrickson was selected by
the Board of Directors as Fountain View's CEO.

Last October, Fountain View filed for Chapter 11 protection
under the U.S. Bankruptcy Code, citing its inability to resolve
a litigation that resulted in a lien being placed on its bank
accounts.  The Chapter 11 filing was necessary to ensure
continuation of patient care, the Company said.

Fountain View is a leading operator of long-term care facilities
and a leading provider of a full continuum of post-acute care
services, with a strategic emphasis on sub-acute specialty
medical care.  The Company operates a network of facilities in
California and Texas, including 43 skilled nursing and six
assisted living facilities.  In addition to long-term care, the
Company provides a variety of high-quality ancillary services,
such as physical, occupational and speech therapy and pharmacy
services.


FRUIT OF THE LOOM: Travelers Asks Court to Allow Proofs of Claim
----------------------------------------------------------------
Travelers Casualty and Surety Company and the Travelers
Indemnity Company, ask Judge Peter J. Walsh to temporarily allow
their Proofs of Claim for purposes of voting on Fruit of the
Loom's Joint Plan of Reorganization.

Leonard P. Goldberger, Esq., of White & Williams, Philadelphia,
tells the Court that on August 14, 2000, Travelers filed 4
Proofs of Claim against Fruit of the Loom, recorded as Claims
Nos. 4667, 4668, 4669, and 4670 in unliquidated amounts. Debtors
have objected to the Claims. Travelers also filed 2 proofs of
claim against NWI Land Management that have not been objected
to.  Travelers desires to vote on the Plan, but because of
Debtors' objections, it may not do so unless its Claims are
temporarily allowed by this Court for voting purposes.

Since filing the Claims, $59,100,000 worth have become partially
liquidated.  Mr. Goldberger states that Travelers discloses this
information for the limited purpose of establishing voting
amounts on the Plan.  It does not constitute an admission by
Travelers of any liability which may give rise to the Claims.

Douglas N. Cohen, Esq., of Milbank, Tweed, Hadley & McCloy and
Lorenzo Marinuzzi, Esq., of Otterbourg, Steindler, Houston &
Rosen, counsel for Fruit of the Loom and the Official Committee
of Unsecured Creditors, respectively, jointly object to
Travelers' motion to allow its claims for voting purposes.

The attorneys remind Judge Walsh that, for voting purposes under
the Plan, Travelers has a total of 12 claims, of which 10 are
entitled to vote. The remaining 2 claims are Class 1 Priority
Non-Tax Claims for $5,400,000 and $3,000,000. Since these are
Priority Non-Tax Claims and this Class is unimpaired, Travelers
is not entitled to submit a ballot to accept or reject the Plan,
with respect to these claims.

Fruit of the Loom counsel notes that in its motion, Travelers
alleges that claim numbers 4667, 4668, 4669, and 4670, have
become partially liquidated in this amount.  However, Travelers
did not provide any conclusive support for the assertion that
these Claims should be allowed for voting in the amount of
$59,100,000 or specify exactly which of its Claims should be
allowed at what particular amount. Instead, Travelers asks that
the Court rely on its' unsubstantiated assertion that its
$59,100,000 should be the sole basis for determining a temporary
amount for allowing Travelers to vote on the Plan.

Fruit of the Loom requested that Travelers provide any available
support for the $59,100,000 million figure, but has it not
received any such information or materials.

The attorneys tell Judge Walsh that it is fundamentally unfair
to creditors of Fruit of the Loom to allow Travelers to vote
$59100,000 in claims without requiring Travelers to make a
showing that it is entitled to vote that amount. Each of Fruit
of the Loom's other creditors who assert a liquidated claim
amount have filed a proof of claim, setting forth under penalty
of perjury, the asserted amount of their claims (or holds an
undisputed claim set forth in Fruit of the Loom's Schedule of
Liabilities).

The attorneys reminds Judge Walsh that it is within the Court's
discretion to temporarily allow Travelers' Claims in an amount
which the Court deems proper for the purpose of accepting or
rejecting the Plan. See Fed. R. Bankr. P. 3018(a). However, if
Travelers wants to receive the privilege of casting its votes
for the Plan, it must make a greater showing.  Otherwise, it is
manifestly unfair to dilute creditors' voting rights by relying
on Travelers' unsubstantiated allegations to Claim Amounts.
(Fruit of the Loom Bankruptcy News, Issue No. 52; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


GLOBAL CROSSING: Court Deems Telcos as Adequately Protected
-----------------------------------------------------------
XO Communications, Inc. submits a Protective Motion for an Order
Directing Global Crossing Ltd., and its debtor-affiliates to
Provide Adequate Assurance of Payment Pending Resolution of
Adversary Proceeding.

Patrick J. Potter, Esq., in Washington, D.C., relates that XO
and the Debtors are parties to a National Master Communications
Services Agreement entered into as of January 3, 2001, pursuant
to which, XO purchases telecommunication services from the
Debtors. Prior to the Petition Date, Debtors defaulted under the
terms of the XO Services Agreement and as of the Petition Date,
owed approximately $1.9 million to XO. The Debtors did not offer
or furnish Defendant "adequate assurance of payment" as set
forth in Bankruptcy Code Section 366(b).

Mr. Potter submits that XO has lost its confidence in the
Debtors because the Debtors have:

A. reneged on post-petition agreements,

B. engaged in negotiations with the Defendant in bad faith, and

C. terminated services that Debtors was then providing to XO,
    causing severe economic and other injuries to XO.

On March 1, 2002, after the Debtors failed to furnish the
Defendant with adequate assurance of payment as required by
Bankruptcy Code Section 366(b), Mr. Potter submits that XO began
the process of discontinuing services to the Debtors under the
XO Services Agreement. On March 5, 2002, the Court ruled that a
temporary restraining order be entered requiring XO to cease its
efforts to discontinue service to the Plaintiff. The order
called for XO to reinstate services to the Plaintiff consistent
with the services being rendered prior to the March 1, 2002.

At the March 5, 2002 hearing, the Court indicated that its
ruling on the temporary restraining order was without prejudice
to the ability of Defendant to seek adequate assurance. Based
on, and in light of the foregoing, the Defendant requests that
the Court enter an order directing that the Plaintiff furnish
the Defendant with adequate assurance.

                   Small Rural Telco Responds

James H. Lister, Esq., at McGuire Woods LLP in Washington DC,
tells the Court that the Debtors appear to agree with the
concept that the March 15 Utilities Order should be extended to
all companies subject to the Debtors' Supplemental Utilities
Motion. However, the proposed order that the Debtors submitted
with their Supplemental Motion departs from the text of the
March 15 Utilities Order in one key respect -- the scope of the
paragraph limiting termination of service. The Debtors' proposed
order would impose a prohibition against termination of service
without further order of this Court even in the case of post-
petition defaults. However, Mr. Lister states that the Court in
its February 21, 2002 ruling from the bench specifically
directed the Debtors not to include language restricting
termination for post-petition defaults in the order settling
that ruling. Therefore, the March 15 Utilities Order restates at
page 3 the more limited prohibition that appears in Section
366(a) of the Bankruptcy Code and that restricts only
termination of service on the basis of pre-petition defaults or
the fact that the Debtors filed for bankruptcy.

Mr. Lister believes that the Debtors' proposed order discussing
discontinuance of service should be stricken and replaced with a
statement that the Additional Utilities and Telecommunications
Companies are subject to the obligations as well as the benefits
of the March 15 Utilities Order.  This makes the proposed order
resolving the Supplemental Motion consistent with Bankruptcy
Code Sec. 366(a), the Court's February 21, 2002 ruling, and the
March 15 Utilities Order.

In addition, the Debtors' proposed order, read literally,
applies only to those companies listed to the Debtors' proposed
order. While 17 of the 25 Additional Companies are included by
the Debtors, there is no reason to exclude the other 8
companies, all of which are hereby responding to the Debtors'
Supplemental Motion, will participate in the March 25, 2002
hearing, and participated in the Additional Companies' filing of
February 28, 2002 requesting additional adequate assurance. Mr.
Lister submits that the omissions appear to be inadvertent
errors on the part of Debtors. The Additional Companies'
proposed order corrects the omissions by adding language stating
that the order applies to each company that filed a request for
adequate assurance but is not already subject to the March 15
Utilities Order. By utilizing this more inclusive language the
Court can avoid future disputes resulting from other inadvertent
omissions of companies.

Finally, the Additional Companies, in their February 28, 2002
Request, asked that they be treated as part of the Small Rural
Telecommunications Utilities Group, thereby clarifying that the
Additional Companies have the same rights accorded members of
the Small Rural Telecommunications Utility Group. Mr. Lister
maintains that such an order would also streamline future
filings. This would the Court, during review of such filings, to
identify one Small Rural Telecommunications Utilities Group, as
the two groups are both represented by the undersigned. The
proposed order of the Additional Companies addresses this point
as well.

             Independent Local Exchange Carriers Object

According to J.K. Hage III, Esq., at Hage & Hage LLC in Utica,
New York, the Objectors neither received timely notice of or
participated in the Hearing. The Request was filed in a timely
maner pursuant to the Extension Order yet no hearing has been
scheduled and no order has been issued. However, the Objectors
are utility companies entitled to no less protection than
offered either to the Utility and Telecommunications Companies
in the Proposed Order or to the Additional Utility and
Telecommunications Companies in the Proposed Supplemental Order.
As a utility company, Mr. Hage believes that the Objectors are
entitled to adequate assurance of payment in the form of a
deposit or other security.

Mr. Hage claims that the Objectors filed timely requests for
additional assurances under Section 366(b) of the Bankruptcy
Code. However, the Objectors have not yet had the opportunity to
be heard since no hearing has been scheduled and no order has
been issued on the papers. Debtors' counsel has advised that
each of the Objectors should have been included in, and were
inadvertently excluded from, the Supplemental Motion, yet, even
after the filing of the Fourth Supplement, those Objectors
remain excluded. If the Proposed Supplemental Order is not
clarified to include the Objectors within the definition of
Additional Utility and Telecommunications Companies under the
Proposed Supplemental Order, the Objectors request to be heard
in accordance with their rights under Section 366(b) of the
Bankruptcy Code.

                            * * *

Finding that the relief requested is necessary and in the best
interest of the Debtors and their estates, Judge Gerber orders
that that the Additional Utility and Telecommunications
Companies are hereby deemed adequately assured of payment for
post-petition utility services without the payment of any
deposits or further security, the requirement of prepayments or
advances, or the granting of any liens.  This is provided,
however, that all Additional Utility and Telecommunications
Companies receive the same protections and be subject to the
same obligations, set forth by the Court in its March 15, 2002
Final Utilities Order.

Judge Gerber further orders that the companies that filed the
Request for Adequate Assurance of the Additional Small Rural
Companies Joining the Small Rural Telecommunications Utilities
Group are hereby deemed part of the Small Rural
Telecommunications Utilities Group referenced in the Final
Utilities Order and are entitled to the same rights and subject
to the same obligations as the Small Rural Telecommunications
Utilities Group as set forth in the Final Utilities Order.
(Global Crossing Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GREATE BAY CASINO: Can't Beat Form 10-K Filing Deadline
-------------------------------------------------------
There will be a delay in the filing of Greate Bay Casino
Corporation's annual report on Form 10-K, however, it will be
filed as soon as reasonably practicable following the prescribed
due date. Additional time is necessary in order to prepare and
have audited the financial statements of the Company on a
liquidation basis of accounting.

Greate Bay Casino filed a voluntary petition for protection
under Chapter 11 of the United States Bankruptcy Code on
December 28, 2001. The Plan of Reorganization provides for it to
sell its primary asset and, after settlement of trade
obligations, remit all remaining assets to its sole debtor.
Accordingly, liquidation of the Company is imminent and its
financial statements are being prepared on a liquidation basis
of accounting.

Greate Bay Casino Corporation expects to report significant
improvement in its results of operations for the year ended
December 31, 2001 compared to the prior year. The improvement in
GBCC's results of operations primarily reflects additional
operating income at its sole remaining operating subsidiary.
Having received approval from the United States Bankruptcy Court
of the District of Delaware, GBCC subsequently sold the
subsidiary on March 19, 2002 as part of its Plan of
Reorganization. The subsidiary reported income from operations
amounting to $9.1 million during 2001 compared to $1 million in
2000. The increase in operating results was partially offset by
additional general and administrative costs associated with the
Company's efforts to restructure its obligations and,
eventually, to liquidate. Accordingly, the Company expects to
report a net loss for 2001 of $266,000, compared to a net loss
for 2000 of $6.6 million.


HAYES LEMMERZ: Court Nixes Committee's Retention of Houlihan
------------------------------------------------------------
Donald F. Walton, the Acting United States Trustee, objects to
the Application Of The Official Committee of Unsecured
Creditors, in the chapter 11 cases of Hayes Lemmerz
International, Inc., and its debtor-affiliates, for an order
authorizing the retention and employment of Houlihan Lokey
Howard & Zukin Capital, L.P. As Financial Advisor on these
grounds:

A. The Affidavit of William H. Hardie III accompanying the
   Application states that Houlihan was retained by the Debtors
   in January 1999 to render a fairness opinion in connection
   with the Debtors' acquisition of CMI International. In a
   supplemental affidavit, Mr. Hardie stated that the engagement
   involved a "valuation and solvency opinion" rather than a
   fairness opinion. Debtors have cited the CMI acquisition in
   their first day papers as one of the factors leading to the
   filing. Such transactions are an obvious subject of
   investigation by the Committee. Therefore, the Committee
   should be advised by a party who does not have an adverse
   interest arising out of prior involvement in the transaction
   under scrutiny. Houlihan cannot freely and impartially advise
   the Committee as to whether any claims exist relating to the
   CMI acquisition because Houlihan has a self-interest in
   protecting itself from any liability arising out of its
   involvement in the transaction.

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

C. The UST objects to any provision of the engagement letter
   that purports to cap or limit Houlihan's liability to the
   fees received.

D. The UST separately objects to the provisions of the
   engagement letter that would indemnify a broad spectrum of
   "controlling persons," employees and agents of Houlihan for
   any claim relating to the Debtors or any plan of
   reorganization. Even if any indemnification were allowed for
   services being rendered under the engagement letter, these
   provisions improperly seek to indemnify persons who have no
   involvement in or vicarious liability for Houlihan's
   services, and seek to indemnify persons against claims that
   may not arise out of Houlihan's services.

                            *   *   *

Judge Walrath sustains the objections of the U.S. Trustee and
denies the application of the Committee to employ and retain
Houlihan as Financial Advisor. (Hayes Lemmerz Bankruptcy News,
Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HEALTHEAST: Fitch Hatchets $237MM Bonds Rating Down Two Notches
---------------------------------------------------------------
Fitch Ratings has downgraded approximately $237 million revenue
bonds issued on behalf of HealthEast and Controlled Affiliates
to 'BB' from 'BBB-'. The Rating Outlook is Stable.

The downgrade reflects HealthEast's very low liquidity and debt
service coverage levels and continued shortfalls in operating
performance. For several years HealthEast's profitability has
fallen short of budgeted expectations. Expected utilization at
HealthEast's newly opened (August 2000) hospital, Woodwinds
Health Campus, was behind schedule for its first year of
operation. A threatened nurses strike last year led to an
unexpected $2.1 million in agency nurse costs. With $483.9
million in total revenue, these events caused damage to
HealthEast's operating margin. Fitch now believes that
HealthEast's continued poor operating performance has
significantly damaged their balance sheet, introducing elements
of speculation.

Fitch defines its 'BB' rating as speculative grade. 'BB' ratings
indicate that there is a possibility of credit risk developing,
particularly as the result of adverse economic change over time;
however, business or financial alternatives may be available to
allow financial commitments to be met. Securities rated in this
category are not investment grade.

Fitch believes that HealthEast requires three to five years of
sustained operating improvement to achieve consideration for an
investment grade rating.

Fitch's belief that HealthEast, because of a series of recent
unforeseen one-time events, eroding liquidity, and a competitive
market, is several years away from achieving investment grade
creditworthiness. Although Fitch believes that the majority of
these issues have concluded and that the organization's recent
demonstration of profitability should be sustainable, Fitch
believes that it will take at least three to five years of
improving profitability for HealthEast to achieve 'investment
grade' consideration.

The start-up losses at Woodwinds and the threatened nurses
strike contributed to HealthEast's operating loss of $9.1
million (1.9% operating margin) in fiscal 2001. Management
estimates that delays in securing a vital managed care contract
and lower than expected medical staff referrals to Woodwinds
Health Campus was a $5.4 million hit to its operating margin in
fiscal 2001. The retention of 335 agency registered nurses that
had to be ready and available in case of a strike, which was
ultimately settled at the 11th hour.

In addition to including Woodwinds in an important contract,
HealthEast has secured sizeable system-wide rate increases from
the three dominant managed care organizations in the market
which has fueled HealthEast's recent turn to operating
profitability. After posting an operating loss of $1.1 million
through three months of fiscal 2002, HealthEast has operated
profitability in the second quarter, posting an operating loss
of $574,000 through six months of fiscal 2002. Utilization
trends are positive and HealthEast has been able to close the
gap to market share leader Allina Health System in HealthEast's
defined primary service area to 1%, with Allina having a scant
market share lead at 29.8% versus HealthEast's 28.9% as of
September 2001.

However, HealthEast's liquidity and debt service coverage levels
are at very low levels, however, with days cash on hand at 24.4
days, cash to debt at 14.3%, and maximum annual debt service
coverage of EBIDA at 1.2 times for the system through six-months
(February 28) of fiscal 2002.

Headquartered in St. Paul, Minnesota, HealthEast is a large
health care system providing inpatient and outpatient care,
rehabilitation services, and senior care, as well as a variety
of other ancillary services primarily through three acute care
hospitals, one long-term care hospital, two nursing homes, two
ambulatory surgery centers, and 15 primary care clinics. The
three acute care hospitals operate 530 of 649 licensed beds.

                     Affected issues:

   * $49,100,000 Washington County Housing and Redevelopment
Authority, hospital facility revenue bonds (HealthEast Project),
series 1998; --$31,800,000 Housing and Redevelopment Authority
of the City of St. Paul, MN, hospital facility revenue bonds
(HealthEast Project), series 1997A and B; --$21,000,000 City of
Maplewood, MN, health care facility revenue bonds (HealthEast
Project), series 1996;

   * $22,500,000 Housing and Redevelopment Authority of the City
of St. Paul, MN, hospital facility revenue bonds (HealthEast
Project), series 1994;

   * $117,200,000 Housing and Redevelopment Authority of the
City of St. Paul, MN, hospital facility revenue crossover
refunding bonds (HealthEast Project), series 1993.


HOLT GROUP: Court Okays Bidding Procedures for Two Asset Sales
--------------------------------------------------------------
Holt Group disclosed that although it received court approval
yesterday for bid rules on two assets sales, the company needs
to close the sales by April 30 or it risks a shutdown of its
business. The company's current worker's compensation insurance
runs out on April 30, and Holt doesn't have the financial
resources to renew its policy, according to a company
spokesperson. Judge Mary Walrath's orders should allow the
company to close both sales by April 30.

Also at the April 8 hearing, Holt Group won authority to
implement an employee retention bonus plan for key senior
managers, including three directors. According to the newswire,
Judge Walrath, of the U.S. Bankruptcy Court in Delaware, also
approved an amendment to Holt Group's $15 million debtor-in-
possession (DIP) financing agreement that allows the company to
take an over-advance on its funds to pay the retention bonuses.
Along with the sale, retention and DIP amendment motions at
yesterday's hearing, Holt Group was scheduled to seek approval
of a disclosure statement for a reorganization plan filed by its
committee of unsecured creditors. The motion was adjourned until
April 22. Holt Group filed for chapter 11 bankruptcy protection
on March 21, 2001. (ABI World, April 9, 2002)


HORIZON PCS: Talks to Banks About Likely Loan Covenant Breach
-------------------------------------------------------------
On March 29, 2002, Horizon Telcom, Inc., an affiliate of Horizon
PCS, Inc. filed its Annual Report on Form 10-K with the
Securities and Exchange Commission.  That Form 10-K provided the
following information regarding Horizon PCS, Inc. senior secured
credit facility:

Horizon PCS' secured credit facility includes financial
covenants that must be met each quarter.  Horizon PCS complied
with these covenants at December 31, 2001.  There is a
likelihood, however, that it will not meet the covenant for
EBITDA for the first quarter of 2002.  Although financial
results for the end of the first quarter are not final,
subscriber information to date indicates significantly higher
than expected gross and net additions to Horizon PCS subscribers
for the quarter.  Although Horizon PCS ultimately benefits from
the revenues generated by new subscribers, Horizon PCS incurs
one-time expenses associated with new subscribers, including
commissions, handset subsidies, set up costs for the network and
marketing expenses.  As a result, these new subscriber costs
negatively affect Horizon PCS' EBITDA in the short-term during
the period of the addition of new subscribers which could lead
to non-compliance with the EBITDA covenant for the first quarter
of 2002.

The Company has initiated discussions with the lead bank in its
lending group concerning a possible non-compliance with the
covenant.  After quarter-end, if the financial statements show a
non-compliance, the Company intends to immediately enter into
negotiations with the bank group to obtain a waiver of the non-
compliance and amendments to the covenants.

The failure to comply with the covenant would be an event of
default under the secured credit facility, and would give the
lenders the right to pursue remedies.  These remedies could
include  acceleration of amounts due under the facility.  If the
lender selected to accelerate the indebtedness under the
facility, this would also represent a default under the
indentures for the senior notes and discount notes.  If the
Company fails to comply with the covenant, one option available
to it would be to prepay the indebtedness under the secured
credit facility, together with prepayment fees. If it prepaid
the facility prior to acceleration, it would avoid default under
the indentures for its senior notes and discount notes.  In the
event of such a prepayment, Horizon believes that it could
obtain replacement financing to the extent necessary to fund its
business plan. There can be no assurance, however, that it could
obtain adequate or timely replacement financing on acceptable
terms, or at all.


ICG COMM: Confirmation Hearing Scheduled for May 20, 2002
---------------------------------------------------------
Judge Walsh sets the date of May 20, 2002, at 5:00 p.m. as the
commencement of the hearing during which he will consider
confirmation of ICG Communications, Inc.'s Second Amended Plan,
and establishes May 10, 2002, at 4:00 p.m. Eastern Time as the
last date and time for filing objections to confirmation of the
Plan.  To be considered at that time, objections to confirmation
must be written, comply with all of the requirements of the
Federal Rules of Bankruptcy Procedure and the Local Rules of
Court, state the grounds of any objection and the legal and
factual bases for that objection, refer with specificity to the
text of the Plan to which the objection is made, and be filed
with the Clerk, together with proof of service, and served so as
to be received no later than the objection deadline by:

       1) Counsel for the Debtors
          Skadden Arps Slate Meagher & Flom (Illinois)
          333 West Wacker Drive, Suite 2100
          Chicago, Illinois 60606
          Attn:  Timothy R. Pohl, Esq.
                 Rene M. Samole, Esq.

                     and

          Skadden Arps Slate Meagher & Flom LLP
          One Rodney Square
          P. O. Box 636
          Wilmington, Delaware 19899-0636

       2) The United States Trustee
          United States Department of Justice
          844 King Street, Room 2313
          Lockbox 35
          Wilmington, Delaware 19801

       3) Counsel for the Prepetition Creditors
          Shearman & Sterling
          599 Lexington Avenue
          New York, New York 10002
          Attn:  Mark J. Shapiro, Esq.

                     and

          Young Conaway Stargatt & Taylor LLP
          Wilmington Trust Center
          1100 North Market Street
          Wilmington, Delaware 19801
          Attn:  Pauline K. Morgan, Esq.

       4) Counsel for the Creditors' Committee
          Chaim J. Fortgang, Esq.
          Hippodrome Center
          1120 Avenue of the Americas
          Suite 4024
          New York, New York 10036

          Wachtell Lipton Rosen & Katz
          51 West 52nd Street
          New York, New York 10019
          Attn:  Richard Mason, Esq.

                     and

          Morris Nichols Arsht & Tunnell
          1201 North Market Street
          Wilmington, Delaware 19899
          Attn:  William H. Suddell, Esq.

Objections not timely filed and served in the manner directed by
Judge Walsh will not be considered and will be deemed overruled.

      Deadline and Procedures for Temporary Claim Allowance

Judge Walsh sets May 3, 2002, at 4:00 p.m. Eastern Time as the
last date and time for filing and serving motions seeking
temporary allowance of claims for the purpose of voting to
accept or reject the Plan.  Rule 3018 motions must be filed and
served on the persons and in the manner set forth for objections
to confirmation and must be received no later than the May 3
deadline.  Rule 3018 motions that are not so timely filed and
served will not be considered and the claims referred to in the
motion shall not be counted in determining whether the Plan has
been accepted or rejected.

Any party timely filing a Rule 3018 motion shall be provided a
ballot and shall be permitted to cast a provisional vote to
accept or reject the Plan.  If, and to the extent that, the
Debtors and such party are unable to resolve the issues raised
by the Rule 3018 Motion prior to the voting deadline, then at
the confirmation hearing Judge Walsh will consider whether or
not the provisional ballot is to be counted as a vote to accept
or reject the Plan.

                Treatment of Certain Claims for
                      Notice and Voting

Judge Walsh orders the Debtors to cause the Notice Agent to
serve by first class mail to holders of Claims in Classes H-1,
H-2, S-1 and S-2 a copy of the Unimpaired Creditor Notice in
lieu of a Solicitation Package.  As a supplement, Judge Walsh
directs the Debtors to publish the Confirmation Hearing Notice
in The Wall Street Journal and The Denver Post, and post a copy
on the Debtors' Web site, no later than April 17, 2002.

Judge Walsh explains that holders of Class H-5 and S-6 Claims
are not entitled to vote on the Plan because they are deemed to
have rejected the Plan under the Bankruptcy Code.  Accordingly,
he relieves the Debtors from having to solicit votes on the Plan
from creditors holding claims in these two classes, and orders
that the Debtors need not provide holders of such claims a
Solicitation Package.  Instead, Judge Walsh directs that these
creditors receive only a Notice of Non-Voting Status.

Creditors or parties-in-interest whose claims are listed on the
Debtors' Schedules as disputed, unliquidated or contingent (in
whole or part) or which are scheduled as zero or unknown in
amount, or who filed a proof of claim prior to the Solicitation
Mailing Date reflecting a claim or portion of a claim that is
disputed, unliquidated or contingent, shall receive a
Solicitation Package which contains, in lieu of a ballot and the
Confirmation Hearing Notice, a Notice of Disputed Claim Status
informing such person or entity that their claim has been
identified as disputed, contingent or unliquidated or that it
is scheduled as zero or unknown in amount and, absent having
filed a proof of claim by the Claims Bar Date and a Rule 3018
Motion, in the manner and by the deadline directed by Judge
Walsh, they are thus precluded from submitting a vote for such
claim.

Any holder of a claim (a) who filed a proof of claim against the
Debtors (i) in an unliquidated amount, in whole or part, or (ii)
that reflects such claim is contingent or disputed, in whole or
part, or (b) that is scheduled as being, in whole or part,
disputed, contingent or unliquidated, or which is scheduled as
zero or in an unknown amount, and that has been superseded by a
proof of claim asserting an unliquidated amount, or that in
whole or part is contingent, disputed or unliquidated, as to
which the Debtors have not filed an objection, shall not be
entitled to vote on the Plan, unless the holder of such a
claim obtains an order under Fed R Bankr Pro 3018 temporarily
allowing such claim for voting purposes in an amount deemed
proper by Judge Walsh.

Any claim to which a separate objection has been filed before
April 19, 2002, whether to the entire claim or any portion,
shall not be entitled to vote on the Plan and shall not be
counted in determining whether the requirements of the
Bankruptcy Code have been met unless (a) such claim has been
temporarily allowed for voting purposes pursuant to Fed R
Bankr Pro 3018 and in accord with Judge Walsh's directions, or
(b) on or before the Voting Deadline the objection to the claim
has been resolved in favor of the creditor asserting the claim.

                        Record Date

Notwithstanding any to the contrary in Fed R Bankr Pro 3017(d),
February 22, 2002, is established by Judge Walsh as the record
date for purposes of determining which members of Classes H-3,
H-4, S-4 and S-5 are entitled to receive a Solicitation Package
and to vote on the Plan.

               Approval of Logan & Co as Claims
                     And Noticing Agent

Judge Walsh approves Logan & Company and its designated agents
as the Debtors' claims, noticing and balloting agent.  
Compensation to Logan for performing the duties as Claims and
Noticing Agent will be made in accord with the Bankruptcy Code.

                      Voting Deadline

To be counted, ballots for accepting or rejecting the Plan must
be received by 5:00 p.m. Eastern Time on May 10, 2002 by the
Claims and Noticing Agent at:

                     Logan & Company, Inc.
                     Attn:  ICG Communications, Inc. et al
                     546 Valley Road
                     Upper Montclair, New Jersey 07043

Judge Walsh warns that ballots may not be cast by facsimile
transmission unless expressly authorized by the Debtors.

                      Vote Tabulation

Any ballot timely received, properly executed, containing
sufficient information to permit the identification of the
claimant, and cast as an acceptance or rejection of the Plan
shall be counted and shall be deemed to be cast as an acceptance
or rejection, as the case may be.

Unless otherwise ordered by Judge Walsh after notice and a
hearing, certain ballots will not be counted or considered for
any purpose in determining whether the Plan has been accepted or
rejected:

       (a) Any ballot receiving after the Voting Deadline if the
Debtors have not provided an extension of time to file such
ballot;

       (b) Any ballot that is illegible or contains insufficient
information to permit the identification of the claimant;

       (c) Any ballot that is cast by a person or entity that
does not hold a claim in a class that is entitled to vote to
accept or reject the Plan;

       (d) Any ballot cast for a claim identified as
unliquidated, contingent or disputed and for which no Rule 3018
Motion has been filed by the deadline set by Judge Walsh; or

       (e) Any unsigned ballot.

                        Changing Votes

Whenever two or more ballots are cast voting the same claim
prior to the Voting Deadline, the last ballot received prior to
the Voting Deadline shall be deemed to reflect the voter's
intent and, thus, to supersede any prior ballots; provided,
however, that nothing in this instruction by Judge Walsh shall
affect the Debtors' right to object to the validity of the
second ballot on any basis permitted by law, including under Fed
R Bankr Pro 3018, and if such objection is sustained, the first
ballot shall then be counted.

                   No Vote Splitting; Effect

Claim splitting shall not be permitted and creditors who vote
must vote all of their claims within a particular class to
either accept or reject the Plan.

              Master Ballots for Record Holders

All record holders or their agents through which beneficial
owners hold Old Holdings Notes or/and Old Services Notes and
from which the Claims and Noticing Agent has not received
addresses in electronic format are directed to receive and
summarize on a Master Ballot all beneficial owner ballots cast
by the beneficial owners for which they serve, and then return
the Master Ballot to the Claims and Noticing Agent.  All record
holders electing to use the Master Ballot voting process are
ordered to retain for inspection by Judge Walsh the ballots cast
by beneficial owners for one year following the Voting Deadline.

Votes cast by beneficial holders of Old Holdings Notes or Old
Services Notes through record holders or their agents and
transmitted by means of a Master Ballot shall be applied against
the positions held by such record holder.  Votes submitted by a
record holder, or their agents, on a Master Ballot shall not be
counted in excess of the position maintained by the respective
Record Holder on the Record Date in the applicable security.

Record holders or their agents are expressly authorized by Judge
Walsh to complete multiple Master Ballots, and the votes
reflected by such multiple Master Ballots shall be counted,
except to the extent they are duplicative of other Master
Ballots.  If two or more Master Ballots submitted are
inconsistent, in whole or part, the latest Master Ballot
received prior to the Voting Deadline shall, to the extent of
such inconsistency, supersede and revoke any prior Master
Ballot; provided, however, that nothing in this instruction
affects the Debtors' right to object to the validity of the
second Master Ballot on any basis permitted by law, including
Fed R Bankr Pro 3018, and if such objection is sustained, the
first Master Ballot shall then be counted.

Each record holder or beneficial owner of Old Holdings Notes or
Old Services Notes shall be deemed to have voted the full
principal amount of its claim relating to such Old Holdings
Notes or Old Services Notes, notwithstanding anything to the
contrary on any ballot.

                Conflicting Votes; Overvotes

To the extent that conflicting votes or overvotes are submitted
on a Master Ballot, the Claims and Noticing Agent shall attempt
to resolve the conflict or overvote prior to the Voting Deadline
in order to ensure that as many claims as possible are
accurately tabulated.

To the extent that overvotes on a Master Ballot are not
reconcilable prior to the Voting Deadline, the Claims and
Noticing Agent shall count votes in respect of such Master
Ballot in the same proportion as the votes to accept or reject
the Plan submitted on the Master Ballot that contained the
overvote, but only to the extent of the applicable record
holder's position on the Record Date in the Old Holdings Notes
or the Old Services Notes. (ICG Communications Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


IEC ELECTRONICS: Gets Extension of Credit Agreement to June 30
--------------------------------------------------------------
IEC Electronics Corp. (NASDAQ: IECE) announced that it has
received a three-month extension to the Company's current loan
agreement.

As a result of the one-time charges and events outlined in the
Company's Form 10K filed January 14, 2002, IEC was in violation
of certain financial covenants as of January 11, 2002. The
Company had received three previous short-term extensions to its
credit agreement. This latest, longer-term extension will run
through the end of June.

IEC's President and Chief Executive Officer Thomas Lovelock
said, "Our recently announced workforce reductions and other
cost savings are expected to lead to positive EBITDA this
quarter. This extension and expected improvements in overall
business performance should give us sufficient time to finalize
a new credit agreement. IEC is in continuing discussions with
other lending institutions and believes it will be successful in
closing a new agreement."

IEC is a full service, ISO-9001 and 9002 registered electronics
manufacturing services provider employing state-of-the-art
production utilizing both surface mount and pin-through-hole
technology. IEC offers its customers a wide range of
manufacturing and management services, on either a turnkey or
consignment basis, including design, prototyping, material
procurement and control, concurrent engineering services,
manufacturing and test engineering support, statistical quality
assurance and complete resource management. Information
regarding IEC can be found on its Web site http://www.iec-
electronics.com


IT GROUP: Secures Approval to Continue Intercompany Transactions
----------------------------------------------------------------
The IT Group, Inc., and its debtor-affiliates obtained Court
authority to continue certain limited intercompany financial
transaction.

The significant Intercompany Transactions and Intercompany
Claims are:

A. The LandBank Transactions - LandBank, Inc., is a Debtor
     subsidiary that purchases, remediates, and sells
     contaminated real estate. When LandBank suffers funding
     shortfalls, IT California transfers general operating funds
     to LandBank on a monthly basis and when LandBank
     successfully sells a parcel of real estate, the profits are
     transferred to IT California. In 2001, a poor performance
     year for the real estate market, the LandBank Transactions
     amounted to a net transfer of approximately $2,500,000 from
     IT California to LandBank.

B. The European Transactions - IT California also undertakes
     Intercompany Transactions with IT Europe, and other
     European subsidiaries and affiliates of the Debtors on an
     as-needed basis. When the European Entities realize
     profits, the European Transactions run in favor of IT
     Group. In 2001, the European Transactions resulted in a net
     Intercompany Transfer of approximately $200,000 to the
     European Entities.

C. The Joint Ventures - Additionally, certain Debtors and Non-
     Debtor Affiliates are parties to four joint ventures that
     require significant Intercompany Transactions. The joint
     ventures includes:

     a. Debtor IT Environmental & Facilities, Inc. is a 23%
          shareholder in SGS, a joint venture based at Kennedy
          Space Center, which manages various operations at
          Kennedy for both the NASA and the U.S. Air Force 45th
          Space Wing. As a 23% shareholder in the SGS joint
          venture, ITEF is responsible for providing 23% of
          SGS's working capital through Intercompany
          Transactions. Over the three years that ITEF has been
          a shareholder in SGS, SGS has generated significant
          profits for the Debtors and in 2001, ITEF realized
          approximately $2,400,000 in revenue from SGS.

     b. ITEF is also a 45% shareholder in a joint venture that
          manages certain operations of NASA's Stennis Space
          Center at the University of Mississippi in Hancock,
          Mississippi. Approximately two years ago, ITEF made a
          one-time Intercompany Transfer of approximately
          $3,300,000 as an initial investment into Stennis and
          since that time, ITEF has realized a permanent gross
          return of approximately $800,000.

     c. IT Environmental, a Non-Debtor Affiliate, is a
          shareholder in two joint ventures in Australia:
          Docklands and Enterra, both of which concern
          remediation of contaminated real estate for future
          economic development. IT Environmental is currently
          involved in arbitration with the Australian government
          over change orders in the Docklands and Enterra joint
          ventures. IT Environmental expects that the Docklands
          arbitration will result in an award in favor of IT
          Environmental of approximately $2,800,000 in February
          2002. After the conclusion of these Arbitrations, the
          Debtors do not anticipate that it will be necessary to
          continue to fund IT Environmental's operations.

D. Business Development Transactions - The Debtors also have
     business development officers in Central and South America.
     The Business Development Transactions amounted to
     approximately $20,000 in 2001.

E. The Roche Claim - Debtor IT International Holdings, Inc.
     also maintains a significant positive balance on an
     Intercompany Claim with Roche Limited Consulting Group, and
     its subsidiaries. Currently, the balance Intercompany Claim
     between Roche and ITIH is approximately $5,000,000 in favor
     of ITIH.

F. Miscellaneous Services - Finally, the Debtors and the Non-
     Debtor Affiliates sometimes perform services on each
     others' behalf. The Debtor directly pays the Non-Debtor
     Affiliate's labor and vendors by wire, and the transaction
     is recorded as payroll and accounts payable, and not an
     intercompany obligation. All prepetition intercompany
     account balances and Intercompany Transactions have been
     frozen as of the Petition Date, and the treatment of
     Intercompany Claims will be determined as part of an
     overall reorganization plan for the Debtors. (IT Group
     Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
     Service, Inc., 609/392-0900)  


INTEGRA: Sells Benefits Consulting Unit Under Debt Workout Plan
---------------------------------------------------------------
Integra, Inc., (Amex: IGR) announced the sales of its benefits
consulting division, Global Benefits Solutions.  "The sale of
GBS is part of our debt consolidation and restructuring plan,"
said Shawkat Raslan, Chairman of Integra.  "We again can focus
on our core business of EAP, Work Life and integrated managed
behavioral health products."

The company also announced that Jack N. Brown, the Company's
Chief Financial Officer has resigned his position effective
March 31, 2002.  Mr. Brown resigned as a part of the Company's
restructuring plan that includes efforts to reduce corporate
overhead. Gregory R. Santore, Integra's President and Chief
Executive Officer said, "Jack has been a significant contributor
to the Company and will be working with us for a few more months
as a consultant to insure a successful transition.  We are
experiencing good success with our restructuring so far and have
been servicing our clients extremely well. Chief Financial
Officer duties will be handled by Mary W. Tindall, CPA, our
current Controller."

Integra, Inc. (IGR) -- http://www.integraeap.com-- is based in  
King of Prussia, PA - - providing members with behavioral
healthcare solutions and management, including Employee
Assistance Programs, Work Life Solutions, as well as Health Plan
management and administration.


KAISER ALUMINUM: Committee Signs-Up Ashby & Geddes as DE Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors, in the chapter 11
cases of Kaiser Aluminum Corporation and its debtor-affiliates,
asks to employ and retain the firm Ashby & Geddes as the
Committee's Delaware counsel effective February 22, 2002.

Robert Prusak, Co-chairperson of the Official Committee of
Unsecured Creditors, indicates that Ashby & Geddes has
substantial experience in bankruptcy, insolvency, corporate
reorganization and debtors/creditor law and commercial law. The
professional services that Ashby & Geddes are to render include,
but are not limited to:

A. providing legal advice as Delaware counsel regarding the
   rules and practices of the Court applicable to the
   Committee's powers and duties as an official committee;

B. providing legal advice as Delaware counsel regarding any
   disclosure statement and plan filed in this case and with
   respect to the process for approving or disapproving
   disclosure statements and confirming or denying confirmation
   of a plan;

C. preparing and reviewing as Delaware counsel the present
   necessary motions, applications and pleadings and otherwise
   protecting the interests of the Committee and unsecured
   creditors of the Debtors; and,

D. performing other legal services for the Committee as the
   Committee believes necessary in these proceedings.

According to Mr. Prusak, subject to the Court's approval, Ashby
& Geddes are to be compensated for services on an hourly basis,
plus reimbursements for the actual, necessary expenses it
accrues. The firm's principal attorneys and paralegals proposed
to represent the Committee and their respective hourly rates
are:

         Attorney               Position             Rate
    -------------------------   ---------        -------------
    William P. Bowden           Partner          $350 per hour
    Rafael Zahralddin-Aravena   Associate        $250 per hour
    Gregory A. Taylor           Associate        $180 per hour
    Tammie Bello                Paralegal        $120 per hour

William P. Bowden, Partner of the firm Ashby & Geddes, P.A.,
submits that the firm is currently representing or has
represented these interested parties for the last 5 years in
matters not related to the Debtors' Chapter 11 cases:

A. Current Representations: Charles E. Hurwitz and Ezra G.
   Levin, JP Morgan Chase, The CIT Group and other entities,
   Congress Financial, Merrill Lynch, Cytec Industries, Inc.,
   Houlihan, Lokey, Howard & Zukin, and Latham & Watkins; and,

B. Former Representations Within the Last 5 Years: Bank One
   Trust Company, Connecticut General Life Insurance Co. and
   CIGNA Corp., IMCO Recycling, Offitbank Holdings, Inc. and
   Prudential Insurance Company of America. (Kaiser Bankruptcy
   News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)   


KAISER ALUMINUM: Will Delay Form 10-K Filing with SEC
-----------------------------------------------------
On February 12, 2002, Kaiser Aluminum Corporation and certain of
its subsidiaries filed for voluntary bankruptcy protection under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware, and have
been operating as debtors-in-possession thereafter. Senior
management of the Company and key members of its accounting and
finance staff have devoted a substantial portion of their time
and effort to matters relating to the preparation of voluntary
petitions under Chapter 11 of the Code, the accumulation and
reporting of information required by the Code and the Bankruptcy
Court, the negotiation of debtor-in-possession financing, and
the determination of the impacts of the Bankruptcy filing on the
Company's financial statements and disclosure requirements. As a
result, the Company was not able to complete the preparation and
review process of the Company's Annual Report on Form 10-K prior
to the required filing date. The Company will file its Annual
Report on Form 10-K as promptly as possible upon finalization of
its preparation and review.

The Company anticipates that its results from operations
(excluding non-recurring items) will be consistent with the
range cited in its press release dated December 20, 2001.
However, the Company anticipates that certain significant non-
recurring charges will be reflected in its 2001 results,
including a non-cash charge associated with providing an
increased valuation allowance in respect of the amount of
deferred tax assets reflected on the balance sheet at December
31, 2001. The Company has re-evaluated the realizability of its
deferred tax assets consistent with the "more likely than not
criteria" established by Statements of Financial Accounting
Standards No 109 "Accounting for Income Taxes." The Company
anticipates that a non-cash charge will be provided for the
entire DTA balance at December 31, 2001, which was approximately
$480 million. The Company believes, based on review of a number
of Securities and Exchange Commission filings made by companies
in Chapter 11, that the reevaluation of DTA's (and associated
charge) is common. The DTA adjustment has no impact on the
Company's liquidity, operations or loan compliance and is not
intended, in any way, to be indicative of the Company's long-
term prospects or ability to successfully reorganize. The
Company is also currently completing its evaluation of certain
long-lived assets for impairment as a result of the Chapter 11
filing and other recent events.

DebtTraders reports that Kaiser Aluminum & Chemicals' 12.75%
bonds due 2003 (KAISER2) are quoted at a price of 20. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KAISER2for  
real-time bond pricing.


KEYSTONE CONSOLIDATED: Completes Renewal of Revolving Facility
--------------------------------------------------------------
Keystone Consolidated Industries, Inc. (OTC Bulletin Board:
KESN) announced it has completed the renewal of its primary
revolving credit facility and secured a new asset based term
loan.  The primary revolving credit facility will provide for
borrowings for a 3-year period of up to $45 million (subject to
certain formula determined borrowing base calculations) and the
new asset based term loan provides $5 million in borrowings to
be repaid over a 3-year period.  The Company also announced that
it has closed the 5-year, $10 million subordinated loan from the
County of Peoria, Illinois.

As previously announced, the Company completed the exchange
offer for its $100 million 9-5/8% Senior Secured Notes in which
$93,850,000 in aggregate principal amount of such notes were
tendered for exchange.  Of the aggregate principal amount
tendered for exchange, (a) $175,000 accepted a discounted cash
amount and common stock; (b) $79,200,000 accepted new preferred
equity and subordinated debt securities of the Company, and (c)
$14,475,000 accepted subordinated unsecured debt securities of
the Company.  As a result, $6,150,000 of the Company's 9-5/8%
Senior Secured Notes remain outstanding; however, the security
provisions and the majority of covenants governing the 9-5/8%
Notes have been eliminated as a result of waivers received in
conjunction with the exchange offer.

The Company utilized the net proceeds of the County of Peoria
loan and the new asset based term loan to reduce the amounts
outstanding under the primary revolving credit facility and
reduce the Company's working capital deficit. As previously
announced, the Company has also executed agreements with certain
key vendors that provide for long-term repayment of existing
past due trade obligations of the Company.  The Company
appreciates the continued support of its customers, suppliers
and lenders as it continues to focus on additional opportunities
to enhance and improve the operational and financial condition
of the Company.

Keystone Consolidated Industries, Inc. is headquartered in
Dallas, Texas. The Company is a leading manufacturer and
distributor of fencing and wire products, carbon steel rod,
industrial wire, nails and construction products for the
agricultural, industrial, construction, and original equipment
markets and the retail consumer.  Keystone is traded on the
OTCBB under the symbol KESN.


KMART CORP: Seeks Approval to Terminate Little Britain Sale Pact
----------------------------------------------------------------
Kmart Corporation, and its debtor-affiliates seek the Court's
authority to terminate a Purchase and Sale Agreement dated
August 27, 2001 with Little Britain concerning unimproved real
property consisting of approximately 10.91 acres located in
Honolulu, Hawaii.

Specifically, the Debtors proposed to terminate the Purchase
Agreement in consideration of Little Britain agreeing to release
to the Debtors a portion of the non-refundable Deposit in the
amount of $200,000.

J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,
in Chicago, Illinois, relates that Kmart had previously agreed
to purchase the Property for $38,780,740 prior to the Petition
Date. Accordingly, Kmart deposited with the Escrow Agent
$930,000, plus certain monthly payments in the aggregate amount
of $70,000.  At the end of year 2001, Mr. Ivester tells the
Court that the Deposit became non-refundable and therefore
entirely at risk pursuant to the terms of the Purchase
Agreement.  "Kmart had really intended to consummate the
transactions contemplated and construct a Kmart store on the
Honolulu Property," Mr. Ivester explains.

But since the bankruptcy filing, Mr. Ivester says, the Debtors
have decided not to go forward with the construction of new
retail stores at certain other locations -- including the
Honolulu Project.

But before that, Mr. Ivester says, the Debtors evaluated the
opportunity to terminate the Purchase Agreement in an effort to
maximize their recoveries for creditors.  After consulting with
their real estate and financial advisors, Mr. Ivester relates,
the Debtors negotiated with Little Britain to explore the
possibility of terminating the Purchase Agreement.  The parties
were able to reach an agreement to terminate the Purchase
Agreement and to relinquish all right, title and interest under
the Purchase Agreement and in the Property.

The salient terms of the Termination Agreement are:

Termination Date:  Effective the first business day after the
                   entry of a Court order.  The Debtors hope to
                   obtain the Order on the March 20, 2002
                   hearing.

Disbursement
of Deposit:        Within 5 days of the entry of a Court Order,
                   the Escrow Agent shall disburse:

                   -- the amount of $200,000 to the Debtors, and
                   -- the balance of the Deposit to Little
                      Britain.

Release of Claims: The Debtors and Little Britain each agree to
                   release the other party -- effective on the
                   Termination Date -- from all claims and
                   liabilities relating to the Purchase
                   Agreement and the Property. (Kmart Bankruptcy
                   News, Issue No. 12; Bankruptcy Creditors'
                   Service, Inc., 609/392-0900)   


KMART CORP: Names Michael T. Macik as EVP for Human Resources
-------------------------------------------------------------
Kmart Corporation (NYSE: KM) announced the appointment of
Michael T. Macik to Executive Vice President Human Resources
reporting directly to James B. Adamson, Chairman and Chief
Executive Officer, effective immediately.

"We are very pleased to have Mike Macik serving in Kmart's most
senior human resources position," said James B. Adamson,
Chairman and CEO.  "Mike's extensive experience in the area of
human resource management, particularly his lengthy tenure at
Kmart, will be invaluable in guiding the Company through its
reorganization.  We are fortunate to have his leadership and
unique understanding of Kmart and its associates as we continue
our comprehensive financial and operational restructuring."

Macik most recently served as Executive Vice President and Chief
Operating Officer of Right Management Consultants, based in
Southfield, Mich.  He joined Right, a firm specializing in
managing the human side of change, in December 2000.

"I am very excited to have the opportunity to return to Kmart to
assist in supporting the Company's turnaround," said Macik.  "I
have a heartfelt fondness for Kmart and its associates and look
forward to contributing.  I am also pleased to have the occasion
to work with Jim Adamson and the senior management team he has
put in place to lead the Company at this important time."

Macik retired from Kmart Corporation in November 2000 after 31
years of service.  His most recent Kmart position was Vice
President, Human Resources, Labor and Associate Relations.  In
this position he oversaw strategy for both associate and labor
relations and was responsible for the implementation of human
resources policies and programs within the Kmart corporate
headquarters and distribution centers.

"I couldn't be more pleased to have Mike join our team," said
Julian Day, President and Chief Operating Officer.  "The Kmart
pedigree he brings is impressive and just what the Company and
its associates need right now.  He is a welcome addition."

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


LTV: Steel Debtor Wants to Hire Receivables Outsource Management
----------------------------------------------------------------
LTV Steel Company, Inc., asks Judge Bodoh to authorize it to
enter into a letter agreement with Receivables Outsource
Management, Inc., for the collection and servicing of certain
accounts receivable; and authorizing LTV Steel's performance
under that agreement, including the payment of certain fees and
expenses to ROM.

In connection with implementation of the APP, S. Todd Brown,
Esq., at Jones Day Reavis & Pogue, explains, LTV Steel has
devoted substantial time and resources to the collection of its
outstanding accounts receivable.  As of December 7, 2001, LTV
Steel's outstanding gross accounts receivable were approximately
$178,415,000.  Since that time, LTV Steel successfully has
reduced approximately $71,000,000 of these accounts.  
Accordingly, LTV Steel estimates that gross accounts receivable
totaling approximately $107,000,000 remain outstanding.

As a result of severe cost-cutting mandated by the APP,
including a substantial reduction in the number of available
employees, LTV Steel has limited (and diminishing) internal
resources for completing the collection of its accounts
receivable.  Accordingly, LTV Steel has engaged in an analysis
of available alternatives to maximize recovery of the accounts
receivable, taking into consideration, among other things, LTV
Steel's limited resources, the relative costs of the available
options for collecting accounts receivable, and the need to
realize the value of such accounts for the benefit of LTV
Steel's estate and creditors without delay (particularly in
light of the limited time remaining in the APP Period).

In addition to consideration of offers to outsource the accounts
receivable collection activities, LTV Steel has been engaged in
an ongoing effort to sell its accounts receivable to third
parties in bulk.  Although these discussions are ongoing, LTV
Steel cannot be certain that any such sale will be consummated
and, under the circumstances, has determined to proceed with
this relief to assist in maximizing recoveries for accounts
receivable collections.  In the event that a sale of these
accounts receivable is negotiated on terms beneficial to its
estate, LTV Steel will seek authority to effect such a sale as
soon as possible.  Nothing in the agreement with ROM would
prohibit such a sale at a later date.

Based on the foregoing, LTV Steel concluded, in its business
judgment, that outsourcing certain of the accounts receivable
collection efforts will maximize the prospects of collecting
outstanding accounts receivable in a timely fashion.

LTV Steel and its business consultant, Jay Alix, pursued,
determined and evaluated offers from a variety of companies that
provide account receivable collection services.  After engaging
in negotiations with these companies, LTV Steel concluded that
ROM's offer represented the most cost-efficient and effective
mechanism to address LTV Steel's accounts receivable collection
needs.

                       The ROM Agreement

By the Letter Agreement, ROM will assume the role of LTV Steel's
accounts receivable collection department for the covered
accounts receivable and will be responsible for the collection
of all accounts included in the report included with the Letter
Agreement.  ROM will not be responsible for the collection of
accounts receivable identified separately in the Letter
Agreement or any other accounts receivable identified by LTV
Steel prior to the commencement of ROM's efforts to collect such
accounts.  To facilitate the collection of the receivables, LTV
Steel has agreed to provide ROM with possession, control or
access to all data and documents to the extent necessary for
ROM to fulfill its obligations under the Letter Agreement.  The
Letter Agreement may be terminated by LTV Steel if LTV Steel
secures approval of a sale of the receivables to a third party.

In connection with ROM's obligations under the Letter Agreement,
LTV Steel's management may establish parameters for any
settlements in respect of the receivables.  In the event that
any settlements are obtained outside of the ordinary course of
business, and in accord with LTV Steel's directives, LTV Steel
will bear the responsibility of obtaining Court approval for the
settlement.

In exchange for these services to be provided by ROM, LTV Steel
has agreed to pay certain fees and expenses as:

       (1) Initial set-up charge:  $100,000, payable upon Judge
Bodoh's approval of the letter agreement;

       (2) Collection fee:  2.5% of all amounts collected by ROM
or its agents or paid to LTV Steel on account of the
receivables;

       (3) Storage, Copying, Etc:  Upon approval by LTV Steel,
any storage charges, copying charges and unforeseen information
technology expenses;

       (4) Litigation Expenses:  Including the fees of attorneys
retained by ROM with LTV Steel's consent, and fees for advisory
services;

       (5) Litigation Support:  Hourly fees for any material
litigation support, advisory or consulting services provided.  
These hourly rates are:

                    Partners               $350
                    Senior Managers        $250
                    Project Managers       $200
                    Associates             $100

           and

       (6) All travel expenses.

In addition to these fees and expenses, ROM will be entitled to
retain a fee of $150,000 as a "discovery fee" from the proceeds
that it has collected on behalf of LTV Steel prior to remitting
any net proceeds to LTV Steel if either (a) the receivables are
sold by LTV Steel to a third party; or (b) 30% of the
receivables (i) are not just, due and owing, (ii) are not free
from offset or counterclaim, or (iii) have been, or will be,
credited off the aging report or diminished for reasons beyond
the control of ROM (except for warranty claims) and for reasons
other than cash payments.

Finally, LTV Steel has agreed to indemnify and hold ROM and its
affiliates, directors, officers, employees, agents and
representatives harmless from and against claims, liabilities,
costs and expenses brought against them or paid or incurred in
respect of the services provided by ROM to LTV Steel.  LTV Steel
will not indemnify these parties for actions resulting from the
negligence, gross negligence, or willful misconduct of any of
them. (LTV Bankruptcy News, Issue No. 28; Bankruptcy Creditors'  
Service, Inc., 609/392-00900)


MAIL-WELL: Forecasts Lower Than Expected First Quarter Results
--------------------------------------------------------------
Mail-Well, Inc. (NYSE: MWL) announced that, in spite of positive
indications from its strategic initiatives, it expects first
quarter 2002 earnings before restructuring charges to be below
forecast results, largely as a result of lower-than-expected
revenues and erosion of margins.

"Our strategic initiatives are having the effects we had hoped
for -- we are becoming a more streamlined, efficient competitor
in our core envelope and commercial printing businesses," said
Paul Reilly, Chairman, President and CEO.  "Nevertheless, the
downturns in our industries, especially the commercial printing
industry, have been deeper and more prolonged than expected.  As
a result, our earnings and revenues for the first quarter will
be below forecast."

The company had forecast proforma new Mail-Well first quarter
earnings in the range of $0.06 to $0.08 per share before the
effect of restructuring charges, on sales of approximately $380
million.  The company now expects first quarter proforma new
Mail-Well earnings in the range of $0.02 to $0.04 per share
before the effect of restructuring charges and EBITDA in the
range of $23.5 million to $24.5 million, on sales in the range
of approximately $368 million.  "New Mail-Well" refers to Mail-
Well's envelope and commercial printing businesses, other than
assets held for sale.

Mail-Well still believes its full-year EBITDA objective of $145
million to be achievable, however, this will be dependent on
business activity in our envelope and commercial printing
segments reversing the trend of the last five quarters and
starting to improve.  It is also based on the fact that the
various strategic initiatives are yielding greater savings than
originally anticipated.  More details will be given on full-year
outlook during the conference call referenced below.

Mail-Well's Label and Printed Office Products segments and other
assets held for sale are performing well and on plan.  We fully
expect to close certain sales of the segments or assets during
the second quarter.  As previously announced, we completed the
divestiture of Curtis 1000 in late February.

Mail-Well will host a conference call in conjunction with its
First Quarter 2002 earnings release and at that time full First
Quarter 2002 results will be released.  The conference call will
be held at 11:00 a.m. Eastern Time (9:00 a.m. Mountain Time) on
Friday, April 19, 2002, and will be hosted by Mail-Well's
Chairman, President and CEO, Paul Reilly and Senior Vice
President and Chief Financial Officer, Michel Salbaing.

To participate in the Mail-Well conference call on Friday, April
19, 2002 at 11:00 a.m. Eastern Time (10:00 p.m. Central, 9:00
a.m. Mountain, 8:00 a.m. Pacific), please dial in to 800-967-
7140 or 719-457-2629 and give confirmation code #673619.  Please
call 5-7 minutes before the call is to begin.  The conference
call will also be webcast.  To listen to the webcast, go to
http://www.mail-well.comor http://www.streetevents.comor  
http://www.companyboardroom.com

If you are unable to join the Mail-Well conference call, you may
access a replay of the call starting Friday, April 19, 2002 at
noon Mountain Time.  To access the replay, please dial 888-203-
1112 or 719-457-0820 and reference the confirmation code
#673619.  The replay will run until 11:00 p.m. Mountain Time,
Friday, April 26, 2002.

Mail-Well (NYSE: MWL), until 2001, had specialized in four
growing multibillion-dollar market segments in the highly
fragmented printing industry:  commercial printing, envelopes,
labels and printed office products. Mail-Well currently has
approximately 13,000 employees and more than 140 printing
facilities and numerous sales offices throughout North America
and the United Kingdom.  The previously announced strategic plan
will result in the company concentrating on its Envelope and
Commercial Print segments, where it already holds leading
positions.  These segments achieved sales of $1.6 billion in
2001.  The other segments will be exited.  The company is
headquartered in Englewood, Colorado.

As previously reported, Standard & Poor's assigned its double-
'B' rating to the proposed $300 million senior unsecured notes
due 2012 to be issued by Mail-Well I Corp., and guaranteed by
its holding company, Mail-Well Inc., whose ratings were also
affirmed.

Ratings reflect Englewood, Colorado-based Mail-Well's narrow
business focus, competitive business conditions, and weak credit
measures.


MARINER POST-ACUTE: DE Court Confirms Joint Reorganization Plan
---------------------------------------------------------------
On April 3, 2002, the Court entered its "Findings of Fact,
Conclusions of Law, and Order Confirming Mariner Post-Acute
Network, Inc.'s Joint Plan of Reorganization."

Based upon the Voting Report, Response, Confirmation Memorandum,
all affidavits filed in support of confirmation, memoranda and
Objections filed in connection with, and arguments of counsel
made at, the Confirmation Hearing, all the evidence proffered or
adduced at the Hearing and the entire record of the Debtors'
Chapter 11 Cases, Judge Walrath is satisfied that the Plan, as
modified, complies with the applicable provisions of the
Bankruptcy Code, thereby satisfying section 1129(a)(1) of the
Bankruptcy Code.

The Plan is approved and confirmed under Bankruptcy Code section
1129. The terms of the Plan and the Plan Documentary Supplement
are incorporated by reference into and are an integral part of
the Plan and the Confirmation Order.

All Objections not been withdrawn, waived, or settled, and all
reservations of rights pertaining to confirmation of the Plan
are overruled on the merits, except as expressly stated on the
record at the Confirmation Hearing with the consent of the
affected parties.

Except as otherwise provided in the Plan, upon the Effective
Date all property of the Debtors' estates shall vest in the
Reorganized Debtors free and clear of all Claims, liens,
encumbrances, charges, and other interests, and all such Claims,
liens, encumbrances, charges, and other interests shall be
discharged and extinguished.

Notwithstanding substantive consolidation for purposes of the
Plan, each Debtor will, as a Reorganized Debtor, continue to
exist after the Effective Date as a separate corporate or other
legal entity, without prejudice to any right to alter or
terminate such existence (whether by merger, dissolution, or
otherwise) under applicable state law, except as otherwise
provided in the Plan (including the Corporate Restructuring
Program included in the Plan Documentary Supplement).

From and after the Effective Date, each Reorganized Debtor may
operate its business and may use, acquire, and dispose of
property, and compromise or settle any Claims and Equity
Interests without supervision or approval by the Bankruptcy
Court and free of any restrictions of the Bankruptcy Code or
Bankruptcy Rules, other than those restrictions expressly
imposed by the Plan or the Confirmation Order.

The amounts, priorities, secured status, and classifications of
Claims and Equity Interests for purposes of the distributions to
be made under the Plan shall be governed solely by the terms of
the Plan. The amounts, priorities, secured status, and
classifications set forth on the Ballots tendered to or returned
by the Debtors' creditors in connection with voting on the Plan
shall not be binding on, or used as evidence against, the
Debtors or the Reorganized Debtors for any purpose other than
with respect to voting on the Plan.

The Plan and its provisions shall be binding upon the Debtors,
the Reorganized Debtors, the Disbursing Agent, any entity
acquiring or receiving property or a distribution under the
Plan, and any holder of an Administrative Expense or Claim
against or Equity Interest in any of the Debtors, including all
federal, state, and local governmental entities and fiscal
intermediaries thereof, whether or not (i) the Administrative
Expense, Claim, or Equity Interest of such holder is impaired
under the Plan, (ii) such holder or entity has accepted the
Plan, and (iii) a proof of claim, demand for payment of
Administrative Expense, or appearance has been made in the
chapter 11 Cases.

                          Securities

The issuance of New MPAN Common Stock, New MPAN Warrants,
Investor Notes, Lender Notes, any other notes or other debt
instruments identified in the Plan, and all other securities
provided for in or contemplated by the Plan is authorized
without further act or action under applicable law, regulation,
order, or rule.

Further, the offering, issuance, and distribution by the
Reorganized Debtors of New MPAN Common Stock, New MPAN Warrants,
Lender Notes, and, to the fullest extent permitted by section
1145 of the Bankruptcy Code, all other securities provided for
in or contemplated by the Plan, are exempt from the provisions
of section 5 of the Securities Act of 1933, as amended, and any
state or local law requiring registration for the offer,
issuance, distribution, or sale of a security on account of
Bankruptcy Code section 1145(a). The New MPAN Common Stock, New
MPAN Warrants, Lender Notes, and all other securities provided
for in or contemplated by the Plan will be freely tradable by
the recipients thereof subject only to the provisions of
Bankruptcy Code section 1145(b)(1) relating to the definition of
an underwriter in section 2(11) of the Securities Act of 1933,
as amended, and compliance with any applicable rules and
regulations of the Securities Exchange Commission.

Pursuant to Bankruptcy Code section 1146(c): (a) the issuance,
transfer, or exchange of notes or equity securities; (b) the
creation of any mortgage, deed of trust, lien, pledge, or other
security interest; and (c) the making or delivery of any deed or
other instrument of transfer under or in connection with the
Plan will not be subject to any stamp tax, recording tax,
personal property transfer tax, real estate transfer tax, sales
or use tax, or other similar tax, including, without limitation,
the Florida intangible and documentary stamp taxes.

On the Effective Date, (1) all Old MPAN Common Stock shall be
deemed cancelled on the Effective Date, (ii) all options or
warrants to purchase Old MPAN Common Stock shall be deemed
rejected, cancelled, and terminated as of the Petition Date, and
(iii) the MPAN Indenture and the MHG Indenture shall be deemed
rejected, cancelled, and terminated, provided, however, that
such indentures shall continue in effect solely for the purposes
of allowing the indenture trustees to make any distributions on
account of Classes UP-2 and UM-2 pursuant to the Plan and to
perform such other necessary administrative functions with
respect thereto.

                 Federal Government Settlement

The Debtors are authorized to undertake all actions necessary
and appropriate to implement the Federal Government Settlement
in accordance with its terms, and to modify the terms of the
Federal Government Settlement with the agreement of the United
States after the Effective Date without further order of the
Court.

                   Termination of DIP Facility

On the Effective Date,

(1) the MPAN Debtors shall pay or arrange for the payment of all
    amounts outstanding under the MPAN DIP Credit Agreement
    (specifically, the Revolving Credit and Guaranty Agreement,
    dated as of January 18, 2000, as amended, among the MPAN
    Debtors, Foothill Capital Corporation (as successor agent to
    JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank)), and
    the lenders party thereto (as amended), and

(2) the MHG Debtors shall pay or arrange for payment of all
    amounts outstanding under the MHG DIP Credit Agreement
    (specifically, the Debtor-in-Possession Credit Agreement,
    dated as of January 20, 2000, as amended, among the MHG
    Debtors, PNC Bank, National Association and First Union
    National Bank, as agents, and the lenders party thereto.

Upon that,

(a) the DIP Credit Agreements and any agreements or instruments
    related thereto (except for continuing indemnities and
    reimbursement of out of pocket expenses which explicitly
    survive termination under the terms of the DIP Credit
    Agreements) shall be deemed satisfied and terminated,

(b) the liens or security interests previously granted in
    connection with the DIP Credit Agreements and any agreements
    or instruments related thereto shall be deemed cancelled and
    extinguished, and

(c) the agents and the lenders party thereto shall and are
    directed to take all reasonable action to confirm the
    removal of any liens on the properties of the Debtors
    securinq the DIP Credit Agreements, including providing such
    releases, U.C.C.-3 statements, or other documentation
    evidencing such cancellation as may be reasonably requested
    by the Arranger under the Exit Facility.

On the Effective Date, any outstanding letters of credit issued
under the DIP Credit Agreements shall be either replaced, cash
collateralized in accordance with the DIP Credit Agreements, or
secured by letters of credit issued under the Exit Facility. The
DIP Credit Agreements shall be continued through the Effective
Date.

                        Exit Facility

The Debtors are authorized to enter into the Commitment Letter
and the Exit Facility for the purposes stated therein, including
funding obligations under the Plan, including the payment of
Allowed Administrative Expenses, the repayment of obligations
under the DIP Credit Agreements, financing the Reorganized
Debtors' working capital requirements, and satisfying the
treatment of Claims that the Debtors are required to or elect to
satisfy with Cash payments. On the Effective Date, all the liens
and security interests to be created under the Exit Facility
shall be deemed approved.

The Exit Facility shall consist of

(1) a revolving credit commitment in an amount between $50
    million and $100 million, and

(2) subject to the issuance of Senior Lender Notes, term loan
    commitments (the Exit Term Loans) in the projected aggregate
    principal amount of $200 million, subject to increase to the
    extent that the proceeds of the Exit Term Loans are used to
    pay Cash instead of issuing New Project Lender Notes to the
    holders of Claims, and which may be divided into multiple
    tranches.

The terms of the Exit Facility shall be governed by an agreement
that shall include, inter alia:

(a) interest at a market rate, as determined and adjusted in the
    usual and customary manner for financings of this type;

(b) with respect to some or all of the Exit Term Loans,
    mandatory quarterly principal amortization payments, taking
    into account the Reorganized Debtors' projected cash flow
    and cash requirements; and

(c) covenants mandating and restricting certain performance by
    the Reorganized Debtors, usual and customary for financings
    of this type.

The Exit Facility shall he:

i.  guaranteed by all of the Reorganized Debtors except
    Reorganized MPAN (which will be the borrower and primary
    obligor) and the PHCMI Debtors; and

ii. secured by (x) a pledge of the stock of all of the
    Reorganized Debtors except Reorganized MPAN and the PHCMI
    Debtors, and (y) liens, mortgages, pledges, collateral
    assignments, and security interests (the Exit Facility
    Liens) on all of the assets of the Reorganized Debtors
    (except the PHCMI Debtors), except to the extent prohibited
    with respect to specific assets of the Reorganized Debtors
    by the terms of any agreement that is assumed by the Debtors
    or that is unimpaired under this Plan.

The Exit Facility Liens shall be senior to any and all other
liens and other security interests (including any securing the
Junior Lender Notes), provided, however, that the Exit Facility
Liens shall he pari passu with the liens and security interests
securing any Senior Lender Notes distributed, and junior to (a)
liens and other security interests existing as of the Effective
Date that are senior to the liens held by the holders of Senior
Credit Facility Claims, until such liens and other security
interests are fully satisfied, (b) the New Project Lender Notes,
and (c) certain liens and other secured interests arising after
the Effective Date (including certain purchase money security
interests) as permitted by the agreements governing the Exit
Facility.

                 Professionals' Fees and Expenses

The Reorganized Debtors shall pay in full all professionals'
fees and expenses incurred prior to the Effective Date in such
amounts as are allowed by the Bankruptcy Court pursuant to
Bankruptcy Code section 330 upon the later of (i) the Effective
Date, and (ii) the date upon which the order authorizing the
payment of such Allowed Administrative Expense is entered.

Any professional fees or reimbursement of expenses incurred by
the Reorganized Debtors subsequent to the Effective Date may be
paid by the Reorganized Debtors without application to the
Bankruptcy Court, provided, however, that the Bankruptcy Court
shall retain jurisdiction to resolve any disputes regarding
payment for professional services relating to the implementation
of the Plan or the administration of the Chapter 11 Cases.

Except as otherwise agreed by the Debtors in writing, all
applications by professionals for final compensation of services
rendered and for reimbursement of expenses incurred on or before
the Effective Date and all other requests for payment of
Administrative Expenses incurred before the Effective Date under
sections 507(a)(1) or 507(b) of the Bankruptcy Code shall be
filed with the Bankruptcy Court and served upon the Reorganized
Debtors, the MPAN Senior Credit Facility Agent, and the MHG
Senior Credit Facility Agent no later than 60 days after the
Effective Date (the "General Administrative Expenses Bar Date"),
unless such date is extended by the Bankruptcy Court after
notice to the Reorganized Debtors. Any such request that is not
timely filed shall be forever barred.

The General Administrative Expenses Bar Date shall not apply to:

1.  postpetition, ordinary course trade obligations and payroll
    obligations, personal injury claims arising from acts or
    omissions occurring after the Petition Date (provided,
    however, that except as expressly agreed by the Debtors in
    writing, punitive damages and other penalties shall not
    constitute Allowed Administrative Expenses), and
    postpetition obligations expressly authorized by the
    Bankruptcy Court or the Plan for which no Administrative
    Expenses bar date shall apply, and

2.  postpetition tax obligations.

         Bar Date for Filing Postpetition Tax Obligations

Pursuant to Section II.B.2.a of the Plan, and except as
otherwise agreed by the Debtors in writing, all requests for
payment of Administrative Expenses by a governmental unit for
taxes (and for interest and/or penalties related to such taxes)
for any tax year or period falling within the period from and
including the Petition Date through and including the Effective
Date and for which no bar date has otherwise been previously
established, must be filed and served on the Reorganized
Debtors, the MPAN Senior Credit Facility Agent, the MHG Senior
Credit Facility Agent, and the Arranger on or before the later
of (i) 60 days following the Effective Date; or (ii) 120 days
following the filing of the tax return for such taxes for such
tax year or period with the applicable governmental unit.
Otherwise, such Tax Administrative Expenses shall be forever
barred.

             Executory Contracts and Unexpired Leases

Pursuant to Section VI.A of the Plan, and except as otherwise
provided in the plan or with respect to those contracts or
leases for which a timely objection to assumption has or may be
filed, as of the Effective Date, the Debtors are authorized to
either (i) assume those executory contracts and unexpired leases
that are listed in Exhibit 3 to the plan, or (ii) assume and
assign such executory contracts or unexpired leases to another
affiliated entity, as indicated on Exhibit 3 of the Plan,
pursuant to the implementation of the Corporate Restructuring
Program.

All executory contracts and unexpired leases as to which any of
the Debtors are parties are rejected, except for executory
contracts or unexpired leases

(1) that are listed in Exhibit 3 of the Plan as being assumed,
    or assumed and assigned,

(2) that are the subject of a pending motion filed by a Debtor
    in the Chapter 11 Cases to assume, or assume and assign,
    such contracts or leases,

(3) that are or have been specifically assumed, or assumed and
    assigned, by the Debtors with the approval of the Bankruptcy
    Court by separate proceeding in the Chapter 11 Cases, or

(4) with respect to which the Bankruptcy Court or the non-Debtor
    contracting party has otherwise granted the Debtors
    additional time to assume or reject such contracts or leases
    until a date after the Effective Date.

The executory contracts and unexpired leases rejected under the
Plan shall include, without limitation, those listed in Exhibit
4 to the Plan.

The Cure Payment amounts set forth on Exhibit 3 of the Plan for
executory contracts to be assumed shall be binding unless the
Court orders otherwise with respect to a party that timely
objected to the proposed Cure Payment in accordance with the
terms of the Plan and the Solicitation Order.

Pursuant to Section VI.B of the Plan, if the rejection of an
executory contract or unexpired lease results in damages to the
other party or parties to such contract or lease, a Claim for
such damages, shall be forever barred unless a proof of claim is
filed with the Bankruptcy Court and served upon counsel for the
Debtors on or before the date that is 30 days after notice of
the entry of the Confirmation Order.

The deadline for the Debtors to assume or reject executory
contracts and unexpired leases relating to the six skilled
nursing facilities upon which LaSalle asserts liens,
specifically Birchwood Nursing Home, Crestview HealthCare
Center, Dixon HealthCare Center, Flora Care Center, Lafayette
Health Care Center, and Parkway Healthcare Center, and the one
skilled nursing facility upon which THCI asserts liens,
specifically Mariner Health of Pendleton (collectively, the
Extension Properties) shall be extended until the first Susiness
Day that is at least 30 days after the Effective Date.

The Debtors shall be entitled to amend Exhibits 3 and 4 of the
Plan as they relate to the Extension Properties until such date.

To the extent that the Debtors propose to assume any additional
contracts or leases that relate to the Extension Properties, the
nondebtor parties to such contracts or leases shall have 14 days
following the notice thereof to object to any proposed Cure
Payment. To the extent that the Debtors propose to reject any
additional contracts or leases that relate to the Extension
Properties, the nondebtor parties to such contracts or leases
shall have 30 days following the notice thereof to file a claim
for rejection damages.

                  Senior Credit Facility Claims

On the Effective Date, and as provided in the Plan, the Senior
Credit Facility Claim Holders, Monticello, and Bankers Trust
shall be deemed to have waived any and all contractual
subordination rights that they may have with respect to holders
of Subordinated Note Claims in Classes UP-2 and UM-2, provided,
however, that the Senior Credit Facility Claim Holders' waiver
of such subordination rights shall apply only with respect to
those holders of Claims in Classes UP-2 and UM-2 that are,
respectively, Consenting Class UP-2 Holders or Consenting Class
UM-2 Holders.

                     Intercompany Claims

Pursuant to the treatment of the Debtors Intercompany Claims
classified in Class UJ-1 of the Plan and under the authority of
Bankruptcy Code section 1142(a), the directors and officers of
the Debtors are authorized and directed to take all actions as
are deemed necessary or desirable in order to: (i) cause the
Debtors to declare dividends to their immediate or ultimate
parent Debtor entity or entities; and (ii) cause the Debtors to
make capital contributions to their direct and/or indirect
Debtor Affiliates, all in such a manner as to cause all amounts
outstanding with respect to any Debtor under any intercompany
revolver or intercompany notes to be set at zero as of the
Effective Date.

                       Stipulations

The entry of the Confirmation order is subject to:

(1)  the Stipulation And Agreement Regarding Objection Of Maddie
     Anderson, Et Al., Tort Claimants To Proposed Disclosure
     Statement Dated December 14, 2001;

(2)  the THCI Stipulation;

(3)  the Stipulation And Agreement Regarding Objection Of Eight
     State Medicaid Agencies (agencies of Alabama, Connecticut,
     Illinois, Louisiana, Mississippi, Missouri, Virginia, and
     South Carolina) To Proposed Disclosure Statement Dated
     December 14, 2001;

(4)  the Stipulation and Agreement Between the North Carolina
     Division of Medical Division of Medical Assistance and
     Mariner Post-Acute Network, Inc., Mariner Health Group,
     Inc., and Their Respective Debtor Affiliates Regarding
     Treatment Under the Plan, and Order Thereon;

(5)  the Stipulation and Agreement Regarding Objection of the
     State of Ohio, Department of Job and Family Services F/K/A
     Ohio Department of Human Services to Confirmation of
     Debtors' Second Amended Plan;

(6)  the Stipulation between MPAN and Maricopa Integrated Health
     System;

(7)  the Stipulation and Agreement Regarding Objection of the
     State of Georgia, Department of Community Health, to
     Debtors' Amended Joint Plan of Reorganization etc.;

(8)  the Stipulation and Agreement Regarding the Marks Tort
     Claimants' Unfiled Objections to the Second Amended Joint
     Plan of Reorganization Dated February 1, 2002;

(9)  the Stipulation and Agreement Regarding Certain Tort
     Claimants' Unfiled Objections to Second Amended Joint Plan
     of Reorganization;

(10) the Stipulation and Agreement Regarding the Wilkes & McHugh
     Tort Claimants' Unfiled Objections to Second Amended Joint
     Plan of Reorganization;

(11) the Stipulation and Agreement Regarding the Objection of
     Georgene Kuykendall, Nellie Juarez, Ludvina Hernandez,
     Delores Trevino Enriquez, Cynthia Castenada, Samuel
     Castillo, Ida Arrington, and Adrianna Garcia Objection to
     Second Amended Joint Plan of Reorganization Dated February
     1, 2002;

(12) the Stipulation and Agreement Regarding the Mississippi
     State Tax Commission's Objection to Second Amended Joint
     Plan of Reorganization for Mariner Post-Acute Network,
     Inc., Mariner Health Group, Inc, and their Respective
     Debtor Affiliates Dated February 1, 2002;

(13) Stipulation and Agreement Regarding the Texas Taxing
     Authorities' Filed and Unfiled Objections to the Second
     Amended Joint Plan of Reorganization Dated February 1,
     2002;

(14) Stipulation and Agreement Regarding the Consensual
     Modification of the Treatment of Classes SM-10 Through SM-
     12 in the Second Amended Joint Plan of Reorganization Dated
     February 1, 2002;

(15) the LaSalle/Orix Stipulation;

(16) the Porche Stipulation; and

(17) the Stipulation and Agreement Regarding Objection of the
     State of Georgia, Department of Revenue to Debtors' Amended
     Joint Plan of Reorganization etc. (Mariner Bankruptcy News,
     Issue No. 29; Bankruptcy Creditors' Service, Inc., 609/392-
     0900)  

                         *   *   *

Mariner Post-Acute Network, Inc. (OTC Bulletin Board: MPANQ) and
Mariner Health Group, Inc. announced that on April 3, 2002, the
United States Bankruptcy Court for the District of Delaware
entered an order confirming their joint plan of reorganization
originally filed with the Court on November 30, 2001, as
amended.

Under the terms of the amended joint plan, upon the companies'
emergence from Chapter 11, the capital structure of both
companies will be combined, and Mariner Post-Acute Network, Inc.
will change its name to Mariner Health Care, Inc.  The holders
of both companies' prepetition senior secured debt will receive,
on an aggregate basis, approximately 96% of the primary shares
of common stock of the reorganized company, notes and cash
distributions as specified in the joint plan.  General unsecured
creditors of Mariner Post- Acute Network and holders of Mariner
Post-Acute Network's senior subordinated notes will receive, on
an aggregate basis, approximately 4% of the primary shares of
common stock of the reorganized company and warrants exercisable
for 753,786 shares of common stock with a per share exercise
price of $28.02. General unsecured creditors of Mariner Health
Group and holders of Mariner Health Group's senior subordinated
notes will receive cash distributions from a fund established
for their benefit as specified in the joint plan.  Current
holders of Mariner Post-Acute Network's equity securities
(including option holders) will not receive any distribution
under the joint plan of reorganization, and such securities will
be cancelled.

The specific terms of the exit financing described in the joint
plan are currently being negotiated by the Company and a group
of financial institutions.  The ability of both Mariner Post-
Acute Network and Mariner Health Group to emerge from bankruptcy
is subject to satisfying all of the conditions necessary to
close the exit financing and meeting all other conditions
specified in the joint plan, which is currently anticipated to
occur in May 2002.

"The Court's entering of the confirmation orders represents a
significant milestone in our efforts toward reorganizing in a
way that will allow Mariner to continue to meet the needs of our
residents and patients," commented Chris Winkle, President and
CEO of the organization.  "I am extremely pleased that we are
approaching final closure of the bankruptcy process.  Our
reorganized company will be well structured to enhance Mariner's
reputation as an industry leader in providing long term care
services," Winkle added.

Headquartered in Atlanta, Mariner Post-Acute Network presently
operates over 300 inpatient and assisted living facilities
representing approximately 38,000 beds across the country as
well as 13 long term acute care hospitals.


MCLEODUSA: Committee Wins OK to Hire Chanin as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
case of McLeodUSA Inc., obtained authority and approval from the
Court to employ Chanin Capital Partners LLC as Financial
Advisor, effective February 13, 2002.

The Court also granted the Committee's request to make Chanin's
employment retroactive February 13, 2002, and to reimburse the
Firm of fees and expenses incurred during the period from the
Petition Date to February 13, 2002.

                              Services

The Committee will turn to Chanin for:

    (a) Analysis of the Company's operations, business strategy,
        and competition in each of its relevant markets as well
        as an analysis of the industry dynamics affecting the
        Company;

    (b) Analysis of the Company's financial condition, business
        plans, capital spending budgets, operating forecasts,
        management and prospects for its future performance;

    (c) Financial valuation of the ongoing operations and/or
        assets of Company;

    (d) Assist the Committee in developing, evaluating,
        structuring, negotiating and implementing the terms and
        conditions of a Restructuring Transaction; and

    (e) Perform such other services as may be required and are
        deemed to be in the interests of the Committee in
        accordance with the Committee's powers and duties as set
        forth in the Bankruptcy Code.

                        Compensation

For representing the Noteholders prior to the Petition Date,
Chanin received a $525,383 retainer, which was used to pay fees
totaling $275,806 and reimburse $75,383 in expenses.  Douglas
Martin, Chanin vice president, says the Firm proposes to apply
its postpetition fees and expenses against the remaining
$174,193 retainer on hand at the Petition Date.

As set forth in an Engagement Letter, Chanin will receive:

      A. MONTHLY ADVISORY FEE: $150,000 in cash per month; and

      B. DEFERRED FEE:

             The deferred fee is equal to the greater of (y)
             $1,500,000 or (z) the sum of: (i) 1% of total
             consideration received by the holders of the Notes
             in excess of 30% of the total debt but equal to or
             less than 50% of total debt; plus (ii) 1.25% of
             total consideration received by the holders of the
             Notes in excess of 50% of total debt but equal to
             or less than 60% of total debt. The deferred fee
             shall be payable in cash on the effective date of a
             restructuring transaction. The deferred fee shall
             be reduced by an amount equal to 100% of the
             monthly fees paid to Chanin.

      C. EXPENSE REIMBURSEMENT:

             Chanin will be entitled to monthly reimbursement
             of reasonable out-of-pocket expenses, subject to a
             $50,000 monthly cap.

Mr. Martin says the proposed fee arrangement is similar to
arrangements in other Chapter 11 cases in which Chanin has
rendered services. It is also reasonable in light of industry
practice, market rates, Chanin's professional experience and the
scope of work it is engaged to perform. (McLeodUSA Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-
0900)  


MPOWER: Wants to Tap BSI as Claims, Noticing and Balloting Agent
----------------------------------------------------------------
Mpower Holding Corporation and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the District of
Delaware to engage the services of Bankruptcy Services LLC as
Claims and Noticing and Balloting Agent of the Bankruptcy Court.

The Debtors relate that they have numerous creditors, potential
creditors and parties in interest to whom certain notices must
be sent. The Debtors believe that the most effective and
efficient manner to provide notice and solicitation in this case
is to engage an independent third party to act as an agent to
Court.

Under the Agreement, BSI is expected to:

     a) prepare and serve required notices in these chapter 11
        cases;

     b) within 5 business days after the service of a particular      
        notice, file with the Clerk's Office an affidavit of
        service;

     c) maintain copies of all proofs of claim and proofs of
        interest filed in this case;

     d) maintain official claims registers in this case by
        docketing all proofs of claim and proofs of interest in
        a claim database;

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

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

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

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

     i) record all transfers of claims and provide notice of
        such transfers as required by the Bankruptcy Rule
        3001(e);

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

     k) provide temporary employees to process claims, as
        necessary;

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

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

In addition, the Debtors seek to employ BSI to assist them with:

     -- the preparation of their schedules, statements of      
        financial affairs and master creditor list, if
        necessary, and any amendments; and

     -- if necessary, the reconciliation and resolution of
        claims.

The Debtors request that the fees and expenses of BSI be treated
as an administrative expense of the Debtors' chapter 11 estates
and be paid by the Debtors in the ordinary course of business.
As an administrative agent and adjunct to the Court, the Debtors
do not believe that BSI's retention and compensation is subject
to approval of the Court.

Mpower Holding Corporation and its affiliates are a facilities-
based communications company offering local dial tone, long
distance, Internet access via dial-up or dedicated Symmetrical
Digital Subscriber Line technology, voice over SDSL, Trunk Level
1. The Debtors filed its pre-negotiated chapter 11 plan of
reorganization and disclosure statement simultaneously with
their chapter 11 bankruptcy protection on April 8, 2002. Pauline
K. Morgan, Esq., M. Blake Cleary, Esq., Timothy E. Lengkeek,
Esq. at Young, Conaway, Stargatt & Taylor and Douglas P.
Bartner, Esq., Jonathan F. Linker, Esq. at Shearman & Sterling
represent the Debtors in their restructuring efforts. When
Mpower Holding filed for protection from its creditors, it
listed $490,000,000 in total assets and $627,000,000 in total
debts. Its debtor-affiliates, Mpower Communications listed
$831,000,000 in assets and $369,000,000 in debts; Mpower Lease
listed $242,000,000 in assets and $248,000,000 in debts.


MPOWER COMMS: S&P Drops Rating to D After Chapter 11 Filing
-----------------------------------------------------------
The ratings on competitive local exchange carrier MPower
Communications Inc. were lowered to 'D' and removed from
CreditWatch on April 9, 2002, following the company's
announcement that it had filed a voluntary pre-negotiated
Chapter 11 bankruptcy plan. Pittsford, New York-based MPower had
$423 million total debt outstanding as of December 31, 2001.


NQL INCORPORATED: Can't Make Timely Form 10-K Filing with SEC
-------------------------------------------------------------
NQL Inc. filed a petition for relief under Chapter 11, Title 11
of the United States Code on February 15, 2002, Case No. 02-
31661 in the United States Bankruptcy Court for the District of
New Jersey.

NQL has advised the SEC that it cannot comply with timely filing
of its financial information because it has ceased all
operations, has no employees, has no executive officers (all of
the prior executive officers having resigned), and has only one
remaining director. NQL indicates that it has no funds to
prepare a Form 10-K or to enable it to obtain audited financial
statements. As such, according to the Company, the requirement
that it continue to file period reports under the Securities
Exchange Act of 1934 (the "1934 Act") would present an undue
hardship on it. The Company has no funds available to enable it
to obtain audited financial statements and, as a result, cannot
comply with the periodic reporting requirements under the 1934
Act.

On March 22, 2002, the Bankruptcy Court entered an Order
approving the sale of the remaining assets of NQL, Inc., other
than its equity interests in its wholly owned subsidiary, Delta
Computec Inc. NQL sold the Software Division Assets for a
purchase price of $250,000, payable over time, with the final
payment expected to be received at the end of May 2002. NQL
continues to be the sole shareholder of its subsidiary, DCI. DCI
is continuing operations and is not part of the Chapter 11
Proceeding. DCI has been seeking a purchaser of its assets but
to date no definitive agreement has been reached with any
purchaser. Management of NQL believes that the amount of funds
which DCI is likely to receive from the proposed sale of its
assets, after paying off DCI's liabilities, is not likely to
provide a sufficient amount of funds to pay all the creditors of
NQL, Inc. As such, management of the Company does not believe
that, following the completion of the sale of its remaining
assets, and after any proposed sale of the DCI assets, there
will be any funds remaining for payment of any liquidation
amounts its shareholders.

Pursuant to the Chapter 11 Proceeding, NQL is required to file
monthly operating reports with the Bankruptcy Court regarding
activities which may occur during the pendency of the Chapter 11
Proceeding. NQL plans to forward to the Securities and Exchange
Commission a request for a no-action letter whereby it will
request that, in lieu of filing its periodic reports pursuant to
the 1934 Act, that it be permitted to file with the Commission
copies of the Chapter 11 Reports to inform the security holders
of the Company, and the general public, of its financial
condition and material developments relating to the Chapter 11
Proceeding. At the time that any significant developments occur
in the Chapter 11 Proceeding or with regard to DCI, the Company
plans to file a Form 8-K.

Management of NQL does not believe that there is any current
market-maker for any of its securities and there has been a
minimal amount of trading in its common stock since the
bankruptcy filing. During 2001, its securities were de-listed
from NASDAQ and currently believed to be carried only in the
"pink sheets". Management of the Company does not believe that
there is any active trading market for any of its securities.

Management has received assurances from its current sole
director that no current officer, director or affiliate of the
Company will trade in their securities in the open market during
the pendency of the Chapter 11 Proceeding.

In the event that management of the Company ever learns that an
active trading market has developed, management would consider
requesting the Commission to issue a formal stop trading order
with regard to any such securities.

Following the filing of the Chapter 11 Proceeding, NQL filed a
Form 8-K and issued a press release concerning the Chapter 11
Proceeding. At the time of the completion of the closing of the
sale of the its Software Division, and if the assets of DCI
should ever be sold, the Company indicates it would issue
additional press releases and Forms 8-k concerning any such
activities.


NATIONAL STEEL: Brings-In Ernst & Young as Financial Advisors
-------------------------------------------------------------
National Steel Corporation and its debtor-affiliates ask the
Court for permission to retain Ernst & Young Capital Advisors
LLC as their financial and restructuring advisors.

Mark A. Berkoff, Esq., at Piper Marbury Rudnick & Wolfe, in
Chicago, Illinois, states that Ernst & Young is uniquely
qualified for the task.  The Debtors believe that the firm has
substantial expertise in advising financially troubled companies
in connection with in and out of court reorganizations and in
debt restructuring and related issues.

"Professionals employed by Ernst & Young are well qualified to
act as the Debtors' financial and restructuring advisors," Mr.
Berkoff asserts.  Such professionals have extensive experience
in performing services for companies and other interested
parties in Chapter 11 proceedings such as advising on capital
structure issues, evaluating restructuring alternatives,
assisting in the development of plans of reorganization and
advising on financial transactions.

Ernst & Young is expected to perform services such as:

  (i) advise the Debtors' management on its development of
      business plans, cash flow forecasts and financial
      projections;

(ii) advise the Debtors' management with respect to available
      capital restructuring and financing alternatives, advising
      with respect to the design, negotiation and implementation
      of alternative restructuring and transaction structures;

(iii) assist the Debtors in preparing schedules and statements
      of affairs and operating reports;

(iv) advise the Debtors' management in its preparation of
      financial information that may be required by the Debtors'
      creditors and other stakeholders, and in coordinating
      communications with the parties-in-interest and their
      respective advisors;

  (v) advise the Debtors' management in preparing for, meeting
      with and presenting information to parties-in-interest and
      their respective advisors, specifically the Debtors'
      senior lenders, other debt holders and potential sources
      of new financing and their respective advisors;

(vi) advise the Debtors' management with respect to the
      development of a Plan of Reorganization; and

(vii) other services as  may be requested from time to time by
      the Debtors or its counsel and agreed to by Ernst & Young.

Ford R. Phillips, a managing Director at Ernst & Young, in
Chicago, Illinois, relates that Ernst & Young was paid a non-
refundable retainer fee of $200,000 before the Petition Date.
"Upon termination of the engagement, the retainer, or any
remaining portion of it, will be credited against the firm's
final invoices or returned to the Debtors once all invoices have
been paid in full," Mr. Phillips adds.

Furthermore, Mr. Phillips tells the Court that prior to the
Petition Date, the Debtors paid Ernst & Young a monthly advisory
fee of $200,000 for each of the months from January to March
2002.  "The firm also received $28,442 in expense reimbursements
for the months of January to March 2002," Mr. Phillips says.

As agreed between the Debtors and Ernst & Young, the firm will
be compensated as:

    (i) a monthly advisory fee of $200,000, starting on the
        effective date until the termination of the engagement;

   (ii) upon notice, a hearing and this Court's approval, at the
        completion of the services to be performed under the
        engagement and at the discretion of the Debtors, the
        Debtors may pay Ernst & Young an additional fee which
        represents the acknowledgement of any extraordinary
        services or benefit rendered by the firm.

In addition, the Debtors anticipate that they will also
reimburse Ernst & Young for its actual and necessary out-of-
pocket expenses incurred in connection with the services
provided. These expenses include travel costs, lodging, meals,
research, overnight mail and courier services.

According to Mr. Phillips, the monthly advisory fee and the
premium fee reflect a balance between a fixed monthly fee and
contingency amounts tied to the successful completion of the
Debtors' reorganization cases.  "Ernst & Young will file interim
and final applications for allowance of its fees and expenses,"
Mr. Phillips states.  The firm will also maintain time records
in a streamlined or summary format of services rendered by each
professional and the amount of time spent.

Mr. Phillips asserts that Ernst & Young and their professionals
are not creditors, equity security holders or insiders of the
Debtors.  Ernst & Young do not have any interest adverse to the
estates of the Debtors, their creditors or security holders nor
do the firm have any connection with the Debtors or any parties
in interest in theses cases.  As such, Ernst & Young and their
professionals are "disinterested persons" as defined under
Sections 101(14) of the Bankruptcy Code. (National Steel
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NAVIERAS/NPR INC: Wins Court Nod to Sell Assets to Sea Star LLC
---------------------------------------------------------------
Sea Star Line, LLC's agreement to purchase the assets of
Navieras/NPR Inc. was approved by the U.S. Bankruptcy Court on
April 8. The agreement covers the purchase of ships, equipment,
assignment of terminal leases, trade names and other assets
related to NPR's Puerto Rico/Caribbean Service.

"We are extremely pleased by the actions taken by the U.S.
Bankruptcy Court," reported Mike Shea, Sea Star's President.
"All of our efforts are now focused on ensuring a smooth
transition. Our primary focus remains on our customers and
sustaining a high level of service. When the agreement is
completed, we are confident that we will be providing the
premier intermodal transportation system between the continental
United States and Puerto Rico, the Virgin Islands and the
Dominican Republic."

Tom Holt, Jr., President of Navieras, added: "The approval of
the Sea Star asset purchase by the Court yesterday confirms the
stability of the Navieras operations and quality of service it
is currently offering in the trade. The expedited sale timeline
approved by the Court will help make this a seamless transition.
I am very pleased with the progress made."

Sea Star Line, LLC is a privately owned vessel operating
transportation company providing service between the continental
United States and Puerto Rico and the U.S. Virgin Islands. Sea
Star is headquartered in Jacksonville, Florida with offices in
San Juan, Port Everglades and St. Thomas. For more information,
visit Sea Star's Web site at http://www.seastarline.com


NET2000: Wants to Extend Plan Filing Exclusivity through June 12
----------------------------------------------------------------
Net2000 Communications, Inc., and its affiliated debtors ask the
U.S. Bankruptcy Court for the District of Delaware to extend
their exclusive periods to file a liquidating plan of
reorganization through June 12, 2002, and the solicitation
period through August 12, 2002. A hearing on the Motion is
currently scheduled for April 12, 2002 at 9:30 a.m.

The Debtors submit to the Court that there are certain issues
that must me resolved before the Debtors will be able to propose
a Plan. Before the Debtors will be in a position to propose a
liquidating plan of reorganization, they will require an
additional period of time to assess the nature and extent of
administrative claims that may be asserted against the estates
and evaluate assets that may be available for distribution to
creditors.

The Debtors assure the Court that they are not seeking this
extension to delay the conclusion of these cases. Instead, the
Debtors hope to use this relatively short, ninety-day extension,
to accumulate the estates' assets, liquidate the claims against
the estates and encourage the Debtors' constituents to arrive at
a chapter 11 plan consensual framework. The Debtors concede that
the requested extension will allow them time to harmonize the
diverse and competing interests and resolve any conflicts in a
reasoned and balanced manner.

Net2000 Communications, Inc., providers of state-of-the-art
broadband telecommunications services to high-end customers,
filed for chapter 11 protection on November 16, 2001. Michael G.
Wilson, Esq. at Morris, Nichols, Arsht & Tunnell represents the
Debtors in their restructuring effort. When the Company filed
for protection from its creditors, it listed $256,786,000 in
assets and $170,588,000 in debts.


NORTEL NETWORKS: Takes Steps to Optimize Financial Flexibility
--------------------------------------------------------------
Nortel Networks (NYSE:NT)(TSE:NT.) announced that it expects to
report lower than expected revenues of approximately US$2.9
billion for the first quarter of 2002. The company expects to
report bottom line improvements for the first quarter, compared
to fourth quarter of 2001, in line with its earlier
expectations. Pro forma net loss from continuing operations(a)
for the quarter is expected to be approximately US$0.14 per
share. Included in the pro forma net loss is an expected charge
of approximately US$200 million (pre-tax) for excess and
obsolete inventory, primarily related to recently completed
negotiations with all of our major suppliers. Net loss per share
from continuing operations, including Acquisition Related Costs
and charges primarily for workforce reductions, is expected to
be approximately US$0.26. With this expected performance, the
company will be in compliance with all of its credit facility
covenants as at March 31, 2002.

Frank Dunn, president and chief executive officer, Nortel
Networks, said, "As we indicated on February 12, 2002, customers
were showing more resolve than originally anticipated to
minimize spending in the near term. For the quarter, we saw
limited capital expenditures by customers, resulting in a
sequential decline in revenues of approximately 16 percent
compared to our previous guidance of approximately 10 percent.
We continue to work our business model and drive significant
improvements in our bottom line performance. We are very pleased
with our continued success in cash management. We are driving
momentum in the market by making significant inroads with key
customers as they continue to demonstrate their acceptance of
our industry leading portfolio."

Nortel Networks also announced that it has given notice to its
banks that the company will fully draw on its April 2001 US$1.75
billion bank facility and plans to exercise its one year term
loan option to obtain an additional year of liquidity under the
facility.

Commenting on the draw down of the bank facility, Dunn said,
"The company does not have an immediate need for these funds.
However, by taking this action, we have taken advantage of the
favorable terms in our current facilities rather than seeing
this source of liquidity eliminated. Under the circumstances, we
considered this action to be in the best interest of the company
and in line with our continued efforts to optimize our financial
flexibility. The funds from the bank facility will bolster our
already substantial cash balance and, together with our other
credit facilities, will provide us with significant financial
flexibility as we continue to focus on our initiatives for
regaining market momentum and profitability."

Nortel Networks continues to manage cash effectively and expects
to report a strong cash balance at March 31, 2002 of
approximately US$3.0 billion. This includes approximately US$500
million in tax recoveries received during the first quarter of
2002. An additional amount of approximately US$700 million was
received in early April representing the tax recovery related to
a recent change in tax legislation in the United States.

The bank facility, which would otherwise expire on April 10,
2002, requires unanimous support of all 27 members of the global
bank syndicate to renew and/or extend the facility. Despite the
full support for an amendment of the facility by 24 banks
representing approximately 95 percent of the total facility, the
parties were not able to reach a satisfactory amendment
agreement with the remaining three banks. As a result, the
company has given notice to draw down and plans to exercise its
one year term out option.

Nortel Networks plans to release its financial results for the
first quarter of 2002 and comment on its outlook on April 18,
2002.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges
information. The company is supplying its service provider and
enterprise customers with communications technology and
infrastructure to enable value-added IP data, voice and
multimedia services spanning Metro and Enterprise Networks,
Wireless Networks and Optical Long Haul Networks. As a global
company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found
on the Web at http://www.nortelnetworks.com

DebtTraders reports that Nortel Networks Ltd.'s 6.125% bonds due
2006 (NT06CAN1) are last quoted at a price of 73. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NT06CAN1for  
real-time bond pricing.


OMEGA HEALTHCARE: Sets Annual Shareholders' Meeting for May 30
--------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) announced that its
2002 Annual Meeting of Stockholders will be held on Thursday,
May 30, 2002, at 10:00 A.M. EST at the Holiday Inn Select,
Baltimore-North, 2004 Greenspring Drive, Timonium, Maryland.

Stockholders of record as of the close of business on April 12,
2002 will be entitled to receive notice of and participate at
the 2002 Annual Meeting. Omega expects to file its proxy
statement pertaining to the 2002 Annual Meeting in the near
future.

Omega is a Real Estate Investment Trust investing in and
providing financing to the long-term care industry. At December
31, 2001, it owned or held mortgages on 241 skilled nursing and
assisted living facilities with approximately 25,100 beds
located in 28 states and operated by 34 independent healthcare
operating companies.

As reported in December 3, 2001, by Troubled Company Reporter,
Fitch downgraded its 'B+' rating to 'B-', and placed the
rating on Rating Watch Negative, for Omega Healthcare Investors,
Inc.'s outstanding $97.6 million 6.95% senior unsecured notes
due June 15, 2002 and $100 million 6.95% senior unsecured notes
due Aug. 1, 2007.

In the same report, Fitch also affirmed its 'D' preferred stock
rating on Omega's outstanding $57.5 million series A 9.25%
cumulative preferred stock and $50 million series B 8.625%
cumulative preferred stock.

Fitch's rating action, the report said, was precipitated by
liquidity concerns surrounding the company's $236.6 million of
scheduled debt maturities in 2002 and the continued weakness in
Omega's operations.


ORBITAL SCIENCES: Imaging Unit Files Chapter 11 Petition in VA
--------------------------------------------------------------
Orbital Sciences Corp.'s satellite imagery affiliate Orbital
Imaging Corp. disclosed that it has filed for chapter 11
bankruptcy protection, Dow Jones reported. Space systems
developer Orbital Sciences said in September that Orbital
Imaging planned to file for chapter 11, and that it would
support the company's reorganization. According to the newswire,
Dulles, Virginia-based Orbital Imaging has been in talks with
its bondholders, holders of Series A preferred shares and
Orbital Sciences concerning its restructuring since last year.

In a statement by Chief Financial Officer Armand D. Mancini,
Orbital Imaging said it expects cash on hand to carry it through
the launch of OrbView-3 and that its balance sheet, upon
emerging from chapter 11, will have a significantly reduced debt
level that is more appropriate for the company's business. (ABI
World, April 9, 2002)


ORBITAL IMAGING: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Orbital Imaging Corporation
        21700 Atlantic Boulevard
        Dulles, Virginia 20166      

Bankruptcy Case No.: 02-81661

Chapter 11 Petition Date: April 5, 2002

Court: Eastern District of Virginia, Alexandria Division

Judge: Robert G. Mayer

Debtors' Counsel: Geoffrey A. Manne, Esq.
                  Shari Siegel, Esq.
                  William Warren, Esq.
                  Latham & Watkins
                  555 Eleventh Street, N.W.
                  Suite 1000
                  Washington, D.C. 20004-1304
                  Telephone: (202) 637-2200

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 19 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Senior Note Holders                               $225,000,000

MacDonald, Dettwiler & Associates Ltd.                 $98,000

Bear Stearns & Co.                                     $75,000

Aerial Images, Inc.                                    $35,000

Geographic Data Technologies                           $25,000

Augmentation Inc.                                      $22,176

Simon Semaan                                           $20,000

Sea Space Corporation                                   $5,000

IBM Corporation                                         $3,684

ACL Computers, Inc.                                     $2,582

Security & Energy Technologies Corp.                    $1,694

Morrison & Foerster LLP                                 $1,327

Dartek Computer Supply                                    $786

Jenner & Block                                            $633

Stellar Satellite Communication LTD                       $541

ABC Photo and Imaging Services, Inc.                      $469

Better Brew Coffee Co.                                    $248

Beckstrom Electric Co.                                    $170

The Yellow Pages                                          $146


PANAVISION INC: Halts Tender Offer for 9-5/8% Sub. Disc. Notes
--------------------------------------------------------------
Panavision Inc. (NYSE: PVI) announced that it is reducing the
size of its offering of Senior Secured Notes from $250 million
to $200 million and currently expects to issue the Notes in mid-
April, subject to market conditions. Panavision also announced
that it is terminating its tender offer for its outstanding
9-5/8% Senior Subordinated Discount Notes due 2006.

As previously announced, Panavision is negotiating a new credit
agreement and expects to use the proceeds of the Senior Secured
Notes offering together with borrowings under the credit
agreement to repay borrowings under its existing credit
agreement.

There can be no assurances that the Senior Secured Notes
offering will be consummated or that Panavision will be able to
enter into a new credit agreement. The Senior Secured Notes have
not been registered under the Securities Act of 1933, as
amended, and will be offered and sold pursuant to applicable
exemptions from the registration requirements under the
Securities Act.

Panavision is a leading designer, manufacturer and supplier of
high precision camera systems, comprising cameras, lenses and
accessories, for the motion picture and television industries.

                         *    *    *

As previously reported, Moody's Investors Service downgraded the
debt ratings of Panavision Inc.

Rating Action                                    To        From

   * $195 million of 9 5/8% senior subordinated   Ca        Caa1
     discount notes, due 2006,

   * $340 million of secured bank credit           B3        B2
     facilities,

   * the company's senior implied rating          Caa1       B2

   * senior unsecured issuer rating               Caa3       B3

In addition, Moody's assigned new ratings.

Rating Action                                    Assigned Rating

   * Panavision's $30 million senior                     B3
     secured revolving credit,

   * $150 million senior secured Term Loan B,            B3

   * $250 million senior secured notes due 2009         Caa2

Rating outlook is negative. And at the close of the proposed
transaction, Moody's will withdraw the ratings on Panavision's
existing bank facility.

The lowered ratings reflect Moody's belief that the company's
capital structure is over leveraged at present. Panavision is
subject to volatility of revenues and impact from threatened and
real strike activities. Panavision's revenue and cash flow
performance has also fallen short of Moody's expectations. If
the proposed transaction is successful, current note holders are
expected to receive less than par for their existing bonds.


PARTS.COM: Brings-In Moore Stephens as New Independent Auditors
---------------------------------------------------------------
On January 15, 2002, parts.com, Inc. engaged Cuthill & Eddy LLP
as its independent auditors for the fiscal year ending December
31, 2001. The audit committee of the Board of Directors, subject
to ratification of the Company's stockholders, approved the
change in auditors on January 15, 2002.

On March 25, 2002, the Board of Directors of parts.com, Inc.
accepted the resignation of Cuthill & Eddy LLP as the company's
independent certified public accountants. Cuthill & Eddy LLP
could not perform the required audit procedures due to non-
payment of fees.

Subsequently, on March 26, 2002, parts.com, Inc. retained Moore
Stephens Lovelace, P.A. to serve as its independent auditors for
the year ended December 31, 2001. The audit committee of the
Board of Directors, subject to ratification of the Company's
stockholders, approved the change in auditors on March 26, 2002.

Due to the dismissal of the company's independent auditors and
the subsequent engagement of Moore Stephens Lovelace, P.A. on
March 26, 2002, as well as the subsequent satisfaction of
significant obligations, parts.com has indicated that it
requires additional time to complete its annual report on form
10-KSB to be filed with the Securities & Exchange Commission.

Parts.com, based in Sanford, Florida, provides business-to-
business electronic commerce software and parts procurement
platform provider. The Company's e-procurement solutions enable
corporations to use electronic automation to streamline business
transactions and reduce costs. In addition to automating
existing relationships between buyers and seller, Parts.com also
provides a marketplace where buyers and sellers can conduct
transactions electronically. At September 30, 2001, the company
had a working capital deficit of close to $3.7 million.


PRINTING ARTS: Committee Hires Deloitte for Financial Advice
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gives its
authority to the Official Committee of Unsecured Creditors of
the chapter 11 cases of Printing Arts America and its affiliated
debtors, to retain and employ Deloitte & Touche LLP as its
consultants and financial advisors, nunc pro tunc November 16,
2001.

Deloitte & Touche will:

      i) assist the Committee in analyzing the current financial
         position of the Debtors;

     ii) analyze the Debtors' business plans, cash flow
         projections, restructuring programs, selling and
         general administrative structure, and other reports or
         analysis prepared by the Debtors or its professionals
         in order to advise the Committee on the viability of
         the continuing operations and the reasonableness of the
         projections and underlying assumptions;

    iii) assist the Committee in analyzing the financial
         ramifications of the proposed transaction for which the
         Debtors seek Bankruptcy Court approval including DIP
         financing, assumption/rejection of executory contracts
         and unexpired leases, management compensation/retention
         and severance plans;

     iv) assist and advise the Committee and its counsel in the
         development, evaluation and documentation of any plans
         of reorganization or strategic transactions, including
         developing, structuring and negotiating the terms and
         conditions of potential plans or strategic transactions
         and the value of consideration that is to be provided
         to unsecured creditors;

      v) attend and advice at meeting with the Committee and its
         counsel and representatives of the Debtors;

     vi) render expert testimony on behalf on the Committee;

    vii) prepare hypothetical orderly or forced liquidation
         analyses; and

   viii) provide such other services, as requested by the
         Committee and agreed by Deloitte & Touche.

Deloitte & Touche will charge the Debtors a $50,000 fixed
monthly rate on the first two months of the engagement; a
$40,000 fixed monthly rate for the next two months and a $30,000
fixed monthly rate for each month thereafter.

The professional fees charged Deloitte & Touche's services are
calculated from the actual hours expended in providing the
services multiplied by the normal hourly billing rates for the
specific personnel involved. These rate by classification are:

     Partner             $$450 to $620 per hour
     Senior Manager      $$350 to $500 per hour
     Manager             $275 to $460 per hour
     Senior Consultant   $175 to $340 per hour
     Consultant          $125 to $250 per hour

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.


SHOLODGE INC: S&P Junks Credit Rating Over High Debt Leverage
-------------------------------------------------------------
On April 8, 2002, Standard & Poor's lowered its long-term
corporate credit and subordinated debt ratings for Sholodge Inc.
Corporate credit rating is down to 'CCC'. In addition, the
ratings were removed from CreditWatch, where they were placed
September 21, 2001.

The rating reflects the company's high debt leverage, its very
small cash flow base, historically weak performance of its
Shoney's Inn portfolio, and the increased pressure the
challenging lodging environment has placed on the company's
capital structure.

Hendersonville, Tennessee-based ShoLodge is primarily an owner,
franchisor, and operator of Shoney's Inns. The Shoney's Inn
brand consists of around 70 hotels operating in the limited
service, economy price segment. ShoLodge also constructs lodging
facilities for third parties and offers reservation system
services to third parties. At the end of 2001, ShoLodge's owned
hotel portfolio, consisting of 14 hotels in eight states.

During the past five years, ShoLodge sold many of its hotels and
leasehold interests to create liquidity. It also sold its
leasehold interest in 24 Sumner Suite hotels to Prime
Hospitality Corp. in 2000. In addition, its historical operating
performance has been weak.

At the end of December 2001, Sholodge had $2.7 million in cash
and $90 million in debt. Including $6.4 million of interest
income from notes receivable, its EBITDA in 2001 was around $10
million. Debt to EBITDA was around 9.0 times and interest
coverage was a little under 1.0x. With liquidity constrained by
interest payments and operating needs, ShoLodge has limited
discretionary cash flows to reduce its debt levels materially.

In addition, holders of its senior subordinated notes have the
right to put up to 5% of the outstanding bonds to ShoLodge each
November, further increasing liquidity needs. The note holders
have exercised this option in each of the last three years
resulting in an average cost to ShoLodge of $3 million per year.
Currently, Sholodge had limited near-term maturities until a
sizeable $39 million matures in 2004. At the end of 2001, the
company had $3 million drawn on its $20 million revolving credit
facility.

Sholodge had $68.2 million in notes receivable in assets on its
balance sheet mostly from the sale of its 16 Shoney's Inns in
1998, which mature in July 2003. These notes secure the
company's credit facility and as a result of the difficult
lodging environment and weak portfolio performance, the company
may not receive material additional financial flexibility upon
the notes maturity.

                           Outlook

The negative outlook reflects the company's limited
discretionary cash flow levels and expectations for a difficult
lodging environment in 2002.


SUNRISE TECHNOLOGIES: Can't Make Timely Form 10-K Filing
--------------------------------------------------------
Sunrise Technologies International, Inc. delays the filing of
its Form 10-K with the SEC since it has suffered setback in its
business and has experienced serious financial troubles. After
many months of unsuccessful attempts to raise additional
capital, the management of the Company has negotiated a proposed
acquisition and restructuring which it hopes will form the basis
of a recovery and improvement of the Company's business. The
Company, currently, has no full-time employees and cannot afford
the professional services, both legal and financial, that will
allow it to file an audited financial report as required by law.

Additional time is required to complete the company's
acquisition and restructuring plan in order to secure enough
financing to complete an accurate filing.

Sunrise Technologies International, Inc. is a refractive surgery
company based in Fremont, California, that has developed
holmium:YAG laser-based systems that utilize a patented process
for shrinking collagen developed by Dr. Bruce Sand in correcting
ophthalmic refractive conditions. At September 30, 2001, Sunrise
Technologies reported a total shareholders' equity deficit of
about $4.4 million.


SYNSORB BIOTECH: Dec. 31 Balance Sheet Upside-Down by $73 Mill.
---------------------------------------------------------------
SYNSORB Biotech Inc. (Nasdaq: SYBB), (TSE: SYB) provided
shareholders with a corporate update regarding activity in 2002
and reported its year-end 2001 results.

In 2002 the Company has:

     -  Repaid all outstanding debt

     -  Cut expenses and reduced staffing levels

     -  Restructured management and its Board of Directors

     -  Received conditional regulatory approval to distribute
          85% of its

Oncolytics shareholding

     -  Closed its head office and relocated all staff to its      
          manufacturing facility

     -  Listed its manufacturing facility for sale

On April 9 the Company mailed an information circular to all
shareholders outlining a Plan of Arrangement to be voted on at
an Annual and Special Meeting of Shareholders to be held on May
7, 2002. The Plan of Arrangement calls for a distribution of
4,000,000 Oncolytics shares to SYNSORB shareholders as at a
record date subsequent to the AGM, and a one for eight SYNSORB
share consolidation.

On March 28, the Alberta Securities Commission (ASC) granted a
release of escrow provisions that would enable SYNSORB to
distribute not less than 4,000,000 of its 4,725,000 Oncolytics
common shares to its shareholders, subject to a favourable vote
by a majority of Oncolytics shareholders (excluding SYNSORB) and
a two-thirds majority of SYNSORB shareholders. Should these
conditions be met, the Company currently intends to retain
725,000 common shares of Oncolytics to provide liquidity if it
is required during the restructuring process now underway.

SYNSORB's remaining assets, including significant tax pools,
present opportunities for value generation. The Company may
distribute a portion of its remaining asset value directly to
its shareholders however, it is the Company's current intention
to remain as a going concern and through a possible merger,
acquisition, licensing of technology or other transaction, to
continue as a public company.

Year-End 2001 Results:

SYNSORB also reported its results for the year ended December
31, 2001.

The Company had cash and cash equivalents of $5,841,000 at
December 31, 2001, which compares to cash and cash equivalents
of $18,821,000 at December 31, 2000.

The Company reported $729,000 in total revenue for the year
ended December 31, 2001 compared to $1,513,000 in 2000. Lower
interest revenue in 2001 is primarily attributable to lower cash
balances in 2001 and lower interest rates than in 2000.
Milestone payments received upon the issuance of patents
relating to SYNSORB's former subsidiary, INH Technologies
Incorporated totaled $214,000 for the year ended December 31,
2001 compared to $106,000 for the same period in 2000.

Net loss for 2001 was $22,988,000 compared to $7,889,000 in
2000. This difference is primarily attributable to asset write-
downs and a provision for future wind-down costs resulting from
the termination of SYNSORB Cdr development.

A total capital asset write-down of $8,203,000 is included in
amortization expense for 2001. Of this amount $5,876,000 related
to building and manufacturing equipment write-downs, and
$2,060,000 related to patent write-downs. The total provision
for future costs related of the termination of SYNSORB Cd(R)
development was $3,830,000. Of this amount, $946,000 related
directly to the discontinuation of clinical activity, $1,339,000
related to staff reductions and $1,545,000 related to other
administrative costs.

Total expenses for the year were $26,803,000, compared with
$14,117,000 for 2000. This increase is attributable to the asset
write-downs and provisions for future wind-down costs. Research
and development expenses for the year were $9,255,000, which
includes a $1,384,000 provision for future wind-down costs,
compared to research and development expenses of $7,889,000 in
2000. Operating expenses for 2001 were $7,106,000 compared to
$3,648,000 for 2000, with the increase being attributable to the
provision for future wind down costs, including staff
terminations.

At December 31, 2001, the company recorded a total shareholders'
equity deficit of about $73 million.

SYNSORB Biotech Inc. is a publicly traded company listed on both
the Toronto Stock Exchange (symbol SYB) and on Nasdaq National
Markets (ticker SYBB). The Company's assets include a 30,000
square foot pharmaceutical manufacturing facility, 4.725 million
common shares of Oncolytics, tax pools available to shelter
future income and certain other assets, including royalty and
milestone rights.  For more information about the company, visit
http://www.synsorb.com


VALLEY MEDIA: Wants Exclusivity Period to Run Through July 18
-------------------------------------------------------------
Valley Media, Inc. asks the U.S. Bankruptcy Court for the
District of Delaware to extend its Exclusive Plan Proposal
Period -- the Company's time to propose a chapter 11 plan of
reorganization -- through July 18, 2002, and its Exclusive
Solicitation Period -- the Company's time to solicit acceptances
of its Plan -- through September 16, 2002.  A hearing on the
motion currently scheduled for April 23, 2002 at 2:00 p.m.

The Debtor tells to the Court that is has been preoccupied
advocating its interests with respect to the Contested Inventory
with an estimated book value of more than $10 million, meeting
deadlines for expedited discovery and briefing on the matter.
Recently, the Debtor submitted proposed findings of fact and
conclusions of law to this Court and is awaiting this Court's
decision.  The debtor need to resolve the dispute relating to
the Contested Inventory before it can propose a liquidating plan
of reorganization.

The Debtor also recognizes that before it can propose a
liquidating plan of reorganization, it will need an additional
period of time to assess the nature and extent of administrative
claims that may be asserted against the estate and further
evaluate assets that may be available for distribution to
creditors.

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.


VIATEL INC: Seeks Third Extension of Exclusive Periods
------------------------------------------------------
Viatel, Inc. and its debtor-affiliates seek a third extension of
their exclusive periods from the U.S. Bankruptcy Court for the
District of Delaware.  The Debtors want their exclusive plan
filing period to run through the earlier of the Plan
confirmation or June 30, 2002 and their exclusive solicitation
period through August 30, 2002.

Although the Debtors have already filed their Joint Chapter 11
Plan of Reorganization and the disclosure statement, the hearing
on confirmation of the Plan is scheduled for May 21, 2002. As
such, the Debtors are seeking to extend each of the Exclusive
Periods to afford them the opportunity to successfully complete
solicitation and confirm their Plan in the absence of any
competing plans.

The Debtors believe that the exclusivity extensions are
appropriate and necessary to assist them in their efforts to
reorganize or otherwise maximize the value of their estates.

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.


VOICENET INC: Fails to Meet AMEX Continued Listing Requirements
---------------------------------------------------------------
Voicenet, Inc., has been advised by the American Stock Exchange,
that the Company no longer meets the financial criterion and
certain other requirements for continued listing on the
Exchange.

Among the factors cited by the Exchange in making this decision
were: the market value of the shares held by non-affiliates is
less than $1,000,000; the financial results of the operations of
the Company since inception; and the financial condition of the
Company. Accordingly, the Company has been advised that the
Company will be delisted from the Exchange on April 17, 2002.
The Company will not appeal the Exchange's decision to delist
its common stock.

The Company anticipates that its common stock will be listed on
the Over-the-Counter Bulletin Board or the "Pink Sheets",
thereafter.


WARNACO GROUP: Wants More Time to Decide on 16 Store Leases
-----------------------------------------------------------
The deadline for The Warnaco Group, Inc., and its debtor-
affiliates to decide whether to assume or reject a lease is on
July 31, 2001.  This is true for most of the Debtors' leases.  
However, for the 14 store leases and 2 warehouse leases, the
deadline is on May 7, 2002:

Store No.   Store Location                Lessor
---------   --------------                ------
  4021       Arden Fair Mall              The Macerich Company
             Sacramento California         Centers

  4079       Broadway Plaza               Macerich Northeastern
             Walnut Creek, California      Assoc.

  4070       Santa Monica Place           Macerich Santa Monica,
             Santa Monica, California      LLP

  4080       Village at Corte Madera      Macerich Corte Madera
             Corte Madera, California

  4065       Glendale Galleria            The Donahue Schriber
             Glendale, California          Center

  4102       Somerset Collection North    The Forbes Company
             Troy, Michigan                Centers

  4005       Prudential Center            Boston Properties
             Boston, Massachusetts

  325        5000 Katy Mills Circle       Katy Mills Limited
             Katy, Texas                   Partnership

  680        5000 Arizona Mills Circle    Mills Arizona Mills,
             Tempe, Arizona                LLC

  4009       Cherry Creek                 Taubman Cherry Creek
             Denver, Colorado              LTD Partnership

  4019       The Mall at Short Hills      Short Hills Associates
             Milburn, New Jersey

  4185       Stoneridge                   Stoneridge Property
             Pleasanton, California

  4186       Briarwood                    Briarwood, LLC
             Ann Arbor, Michigan

  4191       Westfarms                    Westfarms Associates
             West Hartford, Connecticut

warehouse   Road 4, Industrial Park       Bee & Bee Realty
             Huntingdon, Pennsylvania

warehouse   Puritan Building              Ward Corporation of
             Altoona, Pennsylvania         Pennsylvania

Pursuant to Section 365(d)(4) of the Bankruptcy Code, the
Debtors ask the Court to extend the period for them to assume or
reject the 16 leases through the confirmation of the plan of
reorganization, subject to:

    (a) the right of the Debtors to request for further
        extensions, if necessary; and

    (b) the right of any Lessor to request that the extension be
        shortened for cause as to a particular Lease.

Shalom L. Kohn, Esq., at Sidley, Austin, Brown & Wood, LLP, in
New York, contends that the request is warranted because:

  (a) the assumption or rejection of a lease is dependent on
      the outcome of the implementation of the Debtors' Business
      Plan which could result in the sale or liquidation of some
      or all of the Debtors' business units;

  (b) additional time is required to carefully evaluate each of
      the Debtors' approximately 150 remaining leases;

  (c) it is still too early for the Debtors to make decisions
      regarding the assumption and assignment of the Leases
      given that:

        -- the uncertainties with respect to whether some or all
           of the Leases will be needed ultimately by the
           Debtors or the purchasers of the Debtors' business
           units,

        -- the significant number of Leases, which, if disposed
           in an inappropriate manner, could have substantial
           economic impacts on the Debtors' estates, and

        -- the rapidly changing real estate market for the
           Leases;

  (d) The Debtors have been regularly paying their monthly
      obligations under the Leases. Further, the Court has
      already approved substantial post-petition financing,
      which will enable the Debtors, along with revenues from
      their ongoing business operations, to continue their
      post-petition obligations under the Leases through the
      confirmation of a plan of reorganization;

  (e) the Debtors have made substantial progress toward
      formulating a plan  by working diligently and without
      delay to streamline their operations, marketing their
      business units and various other assets, developing a
      Business Plan, and establishing an early claims resolution
      process. (Warnaco Bankruptcy News, Issue No. 22;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WILLIAMS COMMUNICATIONS: 2,300+ Shareholders Join a Committee
-------------------------------------------------------------
Over 2,300 stockholders of Williams Communications Group Inc.,
(OTC Bulletin Board: WCGR) (formerly traded NYSE: WCG), Tulsa
Oklahoma, have reportedly joined an ad hoc shareholders'
committee whose purpose, according to information contained on
its Web site, is to (i) "request congressional hearings on this
affair," (ii) recruit "someone to coordinate our communications
[with the Congress] via mail, email, telephone and personal
visits," and (iii) "assemble a list of email addresses for
Williams Communications stockholders and other parties that are
interested in following the Williams Communications
reorganization."  The Web site additionally relates that, when
the April 1 news about the $2.9 billion write-down broke, the
organizer "could not find any details about what assets were
revalued, why they were revalued, etc."  

"There has been a tidal wave of interest in this committee,"
said committee spokesperson Neal Nelson. "The Williams
Communications stockholders are interested, motivated and now
organized."

The committee was formed to promote the interests of the
stockholders during the company's current debt restructuring
process.

The committee has created a Web site at http://www.wcgiso.comto  
distribute information and assist with stockholder registration.

Stockholders that do not have access to the world wide web may
contact the committee spokesperson directly at:

          Neal Nelson & Associates
          160 East Marquardt Drive
          Suite 200
          Wheeling, Illinois 60090
          Email: neal@nna.com
          Phone: 847 - 353 - 3000
          Fax:   847 - 353 - 3001

This stockholder committee is totally independent and is not
sponsored by, associated with or endorsed by Williams
Communications Group, Inc., any of its officers or affiliated
companies.

A better-organized Ad Hoc Bondholders' Committee has hired
Kirkland & Ellis as legal counsel and Houlihan, Lokey, Howard &
Zukin for financial advisory services.  The Bondholders'
committee has initiated talks with Williams Communications
management about the terms of a possible debt restructuring --
undoubtedly cutting equity out of the money.

DebtTraders reports that Williams Communications Group Inc.'s
10.875% bonds due 2009 (WCG2) are quoted at a price of 17. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCG2for  
real-time bond pricing.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity   Bid - Ask Weekly change
------               ------   --------   --------- -------------
Crown Cork & Seal     7.125%  due 2002    94 - 96        +1.5
Federal-Mogul         7.5%    due 2004    21 - 23        +4
Finova Group          7.5%    due 2009  36.5 - 37.5      +1
Freeport-McMoran      7.5%    due 2006  83.5 - 86.5      0
Global Crossing Hldgs 9.5%    due 2009     2 - 3         +0.25
Globalstar            11.375% due 2004   9.5 - 11.5      +0.5
Lucent Technologies   6.45%   due 2029  61.5 - 63.5      -1.5
Polaroid Corporation  6.75%   due 2002     5 - 7         -0.5
Terra Industries      10.5%   due 2005    84 - 87        0
Westpoint Stevens     7.875%  due 2005    48 - 50        -4
Xerox Corporation     8.0%    due 2027    58 - 60        0

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 its 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

                          *********

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 ***