TCR_Public/020418.mbx          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 18, 2002, Vol. 6, No. 76

                           Headlines

AES CORPORATION: Inks Pact to Restructure Electropaulo Financing
ADELPHIA BUSINESS: Signs-Up Bankruptcy Services as Claims Agents
ADELPHIA COMMUNICATIONS: Form 10-K Filing Will be Late -- Again
AMERALIA INC: Jacqueline Badger Discloses 51.6% Equity Stake
ANTEON CORPORATION: S&P Places B+ Rating on Watch Positive

ARMSTRONG: Court Nixes PD Panel's Move to Extend Bar Date
AVERY COMMS: Westside Capital Reports 11.1% Equity Stake
BETHLEHEM STEEL: Cuts Net Loss in Half in Fourth Quarter 2001
BURLINGTON INDUSTRIES: Intends to Amend $125MM DIP Credit Pact
CMI INDUSTRIES: Delaware Court Approves Liquidation Plan

CASTLE DENTAL: Pursuing Debt Restructuring Talks with Creditors
CHELL GROUP: Posts C$2.7MM Net Loss on $12MM Revenues in Q2 2002
CONSECO INC: Posts Results of Finance Unit's Tender Offer
COVANTA ENERGY: Obtains Approval to Maintain Insurance Programs
DELTA AIR LINES: First Quarter 2002 Loss Tops $384 Million

ESNI INC: May Seek Protection from Creditors under Chapter 11
ECHOSTAR COMMS: Annual Shareholders' Meeting Set for May 6, 2002
ENRON CORPORATION: ENA Debtor Intends to Sell Steel Inventory
EXIDE TECHNOLOGIES: Proposes to Pay $30MM to Critical Vendors
FFC HOLDING: Taps Resilience Capital as Investment Bankers

FLAG TELECOM: Taps Gibson Dunn as Attorneys in Chapter 11 Cases
FLEMING COMPANIES: Completes Sale of $260MM Senior Sub Notes
GEOKINETICS INC: Negotiations to Convert Debt to Equity Continue
GLOBALSTAR L.P.: Fourth Quarter Net Loss Slides-Up to $184 Mill.
HCI DIRECT INC: Case Summary & 50 Largest Unsecured Creditors

INTEGRATED HEALTH: Gets OK to Execute Replacement DIP Facility
KAISER ALUMINUM: Asbestos Claimants Want to Hire Prof. Warren
KMART CORP: Gets More Time to Make Lease-Related Decisions
LTV CORPORATION: Will be Late in Filing Form 10-K with SEC
LICENSE ONLINE: Seeks Voluntary Chapter 11 Protection in WA

LICENSE ONLINE: Case Summary & 20 Largest Unsecured Creditors
LIGHTHOUSE FAST: Weinick Sanders Issues 'Going Concern' Opinion
LODGIAN INC: Court Okays Poorman-Douglas as Claims Agents
MANHATTAN NATIONAL: S&P Places BB+ Ratings on Watch Developing
METROMEDIA FIBER: Defaults on $975MM Subordinated Debentures

MPOWER: Seeks Okay to Employ Shearman & Sterling as Co-Counsel
NTL INC: Will File Pre-negotiated Chapter 11 Restructuring Plan
NATIONSRENT INC: Committee Wants to Sue Former CEO James Kirk
NEW GLOBAL TELECOM: Delaware Court Confirms Reorganization Plan
ORIUS CORP: Inks 7th Amendment to Amended Credit Agreement

OWENS CORNING: Court Okays Stipulation with PA School District
OXFORD HEALTH PLANS: S&P Raises Conterparty Credit Rating to BB+
PACIFIC GAS: CPUC Compares Alternate Plan to Debtors' Plan
PHILIP SERVICES: Lenders Agree to Increase Revolver by $70MM
POLAROID CORP: Retirees Win Nod to Hire Effective Organizations

POLYMER GROUP: Continues Negotiations to Amend Credit Facility
PRINTING ARTS: Wants to Stretch Lease Decision Period to June 27
PRINTWARE INC: Shareholders Approve Plan of Complete Liquidation
RCN CORP: S&P Affirms Junk Rating Over Credit Facility Amendment
ROADHOUSE GRILL: Files for Chapter 11 Protection in S.D. Florida

SAFETY-KLEEN CORP: Intends to Assume Contract with New Pig Corp.
SENTRY RESOURCES: Fails to Maintain CDNX Listing Requirements
TELEPHONE & DATA: Working Capital Deficit Tops $142M at March 31
THERMOGENESIS: Closes Sale of 3.5M Shares via Private Offering
TRUSERV: Will Appoint 3 Outside Directors to Board of Directors

U.S. DIAGNOSTIC: Eyeing Prepackaged Chapter 11 Filing
WILLCOX & GIBBS: Wins Court Nod to Employ Corporate Dispositions
WINSTAR COMM: Judge Katz Transfers Chapter 7 Case to Judge Akard
XETEL CORPORATION: Settles Outstanding Credit Obligations
XO COMMS: Continuing Talks to Restructure Senior Credit Facility

* DebtTraders' Real-Time Bond Pricing

                           *********

AES CORPORATION: Inks Pact to Restructure Electropaulo Financing
----------------------------------------------------------------
The AES Corporation (NYSE:AES) announced that its subsidiaries
had reached agreement with the Brazil National Bank for Economic
and Social Development (BNDES) to restructure financing related
to Eletropaulo Metropolitana Electricidade de Sao Paulo S.A.

Under the terms of the agreement, BNDES agreed to defer a $170
million payment due on April 15 owed by an AES subsidiary for
the acquisition of common shares of Eletropaulo, S.A., the
electric distribution company for Sao Paulo, Brazil.

AES said its subsidiary had paid approximately $34 million in
interest due to BNDES and also agreed to pledge to BNDES as
additional collateral two of its Brazilian businesses, AES SUL
and AES Uruguaiana. The arrangement is part of a larger
restructuring that will amend the existing financing
arrangements by May 30 to reflect a new payment schedule.

As part of the overall agreement, principal and accrued interest
due during 2002 will be rescheduled to a payment later this year
of no less than $85 million, and the remainder not expected to
exceed approximately $300 million will be due in April and
December of 2003.

This agreement is subject to the execution of definitive
documentation, which the parties expect to happen within the
next 45 days.

AES is a leading global power company comprised of competitive
generation, distribution and retail supply businesses in
Argentina, Australia, Bangladesh, Brazil, Cameroon, Canada,
Chile, China, Colombia, Czech. Republic, Dominican Republic, El
Salvador, Georgia, Germany, Hungary, India, Italy, Kazakhstan,
the Netherlands, Nigeria, Mexico, Oman, Pakistan, Panama, Qatar,
Sri Lanka, Tanzania, Uganda, Ukraine, the United Kingdom, the
United States and Venezuela.

The company's generating assets include interests in one hundred
and eighty one facilities totaling over 63 gigawatts of
capacity. AES's electricity distribution network has over
946,000 km of conductor and associated rights of way and sells
over 135,000 gigawatt hours per year to over 19 million end-use
customers.

In addition, through its various retail electricity supply
businesses, the company sells electricity to over 154,000 end-
use customers.

AES is dedicated to providing electricity worldwide in a
socially responsible way.

As previously reported in Troubled Company Reporter, Standard &
Poor's placed its double-'B' corporate credit and senior
unsecured debt ratings on The AES Corp., its single-'B'-plus
rating on AES' subordinated debt, and its single-'B' rating on
the company's trust preferred securities on CreditWatch with
negative implications. Standard & Poor's also placed its triple-
'B' rating on AES' subsidiary IPALCO Enterprises Inc. and its
triple-'B' rating on AES' affiliate Indianapolis Power & Light
Co., whose ratings are linked to AES, on CreditWatch with
negative implications.

AES Corporation's 10.250% bonds due 2006 (AES06USR1),
DebtTraders reports, are quoted at a price of 76. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AES06USR1for
real-time bond pricing.


ADELPHIA BUSINESS: Signs-Up Bankruptcy Services as Claims Agents
----------------------------------------------------------------
Adelphia Business Solutions, Inc., and its debtor-affiliates
obtained authorization to retain Bankruptcy Services LLC (BSI)
as the claims and noticing agent in connection with the Debtors'
Chapter 11 cases pursuant to the terms and conditions of the
Bankruptcy Services Agreement, dated March 26, 2002.

John B. Glicksman, Esq,., Vice President of the Debtors,
estimate that there are in excess of 1,000 creditors and parties
in interest in these Chapter 11 cases, many of which are
expected to file proofs of claim. It appears that the noticing,
receiving, docketing, and maintaining proofs of claim would be
unduly time consuming and burdensome for the Clerk's Office. The
Debtors believe that the retention of BSI as the Court's outside
agent is in the best interests of their estates and parties in
interest.

Ron Jacobs, President of BSI, informs the Court that BSI is a
nationally recognized specialist in Chapter 11 administration.
BSI has considerable experience in noticing and claims
administration in Chapter 11 cases. Subject to the Court's
approval, BSI has agreed to provide, at the Debtors' request,
these and other services:

A. notifying all potential creditors of the filing of the
    bankruptcy petitions and of the setting of the first meeting
    of creditors pursuant to Section 341(a) of the Bankruptcy
    Code, under the proper provisions of the Bankruptcy Code and
    the Federal Rules of Bankruptcy Procedure;

B. maintaining an official copy of the Debtors' schedules of
    assets and liabilities and statements of financial affairs,
    listing the Debtors' known creditors and the amounts owed
    thereto;

C. notifying all potential creditors of the existence and amount
    of their respective claims as evidenced by the Debtors' books
    and records and as set forth in the Schedules;

D. furnishing a form for the filing of a proof of claim, after
    such notice and form are approved by this Court;

E. filing with the Clerk a copy of any notice served by BSI, a
    list of persons to whom it was mailed (in alphabetical
    order), and the date the notice was mailed, within 10 days of
    service;

F. docketing all claims received, maintaining the official
    claims registers for each Debtor on behalf of the Clerk, and
    providing the Clerk with certified duplicate unofficial
    Claims Registers on a monthly basis, unless otherwise
    directed;

G. specifying in the applicable Claims Register, the following
    information for each claim docketed:

     1. the claim number assigned,

     2. the date received,

     3. the name and address of the claimant and agent, if
        applicable, who filed the claim, and

     4. the classification of the claim (e.g., secured,
        unsecured, priority, etc.);

H. relocating, by messenger, all of the actual proofs of claim
    filed to BSI, not less than weekly;

I. recording all transfers of claims and providing any notices
    of such transfers required by Bankruptcy Rule 3001;

J. making changes in the Claims Registers pursuant to an order
    of this Court;

K. upon completion of the docketing process for all claims
    received to date by the Clerk's office, turning over to the
    Clerk copies of the Claims Registers for the Clerk's review;

L. maintaining the official mailing list for each Debtor of all
    entities that have filed a proof of claim, which list will be
    available upon request by a party-in-interest or the Clerk;

M. assisting with, among other things, the solicitation and the
    tabulation of votes and the distribution as required in
    furtherance of confirmation of plan(s) of reorganization;

N. submitting an Order, by 30 days prior to the close of these
    cases, dismissing the Agent and terminating the services of
    the Agent after completion of the Agent's duties and
    responsibilities and after the closing of these cases; and

O. at the close of the case, boxing and transporting all
    original documents in proper format, as provided by the
    Clerk's office, to the Federal Records Center.

In addition, the Debtors are authorized to compensate and
reimburse BSI in accordance with the payment terms of the BSI
Agreement for all services rendered and expenses incurred in
connection with the Debtors' Chapter 11 cases. The Debtors
believe that such compensation rates are reasonable and
appropriate for services of this nature and comparable to those
charged by BSI in other Chapter 11 cases in which it has served
as claims and notifying agent, and by other providers of similar
services. The Debtors are also authorized to obtain a special
post office box for the receipts of proofs of claim. In an
effort to reduce the administrative expenses related to BSI's
retention, Judge Gerber directs the Debtors to pay BSI's fees
and expenses in accordance with the provisions of the BSI
Agreement, without the necessity of BSI filing formal fee
applications.

Mr. Jacobs assures the Court that BSI will continue to perform
the services contemplated by the BSI Agreement in the event the
Debtors' Chapter 11 cases are converted to Chapter 7 cases. In
the event that BSI's services are terminated, BSI will perform
its duties until the occurrence of a complete transition with
the Clerk's Office or any successor claims/noticing agent.

Mr. Jacobs assures the Court that neither BSI nor any of its
members or employees hold or represent any interest adverse to
the Debtors' estates or creditors with respect to the services
described herein. (Adelphia Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMUNICATIONS: Form 10-K Filing Will be Late -- Again
---------------------------------------------------------------
Adelphia Communications Corporation (Nasdaq: ADLAC), together
with its independent auditor, Deloitte & Touche LLP, it is
continuing to review the accounting treatment for matters
related to its co-borrowing agreements.  The scope of this
review process continues to be focused on the appropriate
application of generally accepted accounting principles to the
obligations under the co-borrowing agreements.  As a result of
this review, the Company will not be able to file its Annual
Report on Form 10-K by the expiration of the extension on
Tuesday, April 16, 2002, but will file its 10-K as soon as
practicable after that review has been completed.

As previously disclosed, certain wholly owned subsidiaries of
Adelphia are parties to co-borrowing agreements with a number of
Rigas family owned business entities.  Each of the co-borrowers
is liable for all borrowings under the credit agreements, and
may borrow up to the entire amount of the available credit under
the facility.

In conjunction with the review of these co-borrowing agreements,
there are a number of possible outcomes with respect to the
Company's consolidated financial statements for 2001 and certain
prior years regarding amounts recorded by Rigas family owned
entities under these co-borrowing agreements. However, with the
exception of any changes in the treatment of the obligations
under these co-borrowing agreements, the Company does not
believe this review will result in any other material changes to
historical amounts that were reported in its press release on
March 27, 2002 titled "Adelphia Communications Announces Fourth
Quarter and Full Year 2001 Results".

Additionally, the Company and its independent auditor are also
reviewing the accounting treatment in the separate financial
statements of certain subsidiaries of Adelphia for $500 million
of unrestricted co-borrowing obligations of an Adelphia Business
Solutions' subsidiary and the related impact as a result of
Adelphia Business Solutions' bankruptcy filings in late March
2002.  The resolution of this matter will not have any effect on
the Company's fiscal 2001 consolidated financial statements or
the historical amounts reported in its March 27, 2002 press
release.

In light of the review process currently underway and other
related matters, the Company intends to re-evaluate its
previously announced guidance for 2002 contained in the
Company's March 27, 2002 press release.

Adelphia Communications Corporation, with headquarters in
Coudersport, Pennsylvania, is the sixth-largest cable television
company in the country.

DebtTraders says that Adelphia Communications' 10.875% bonds due
2010 (ADEL10USR1) are currently quoted at a price of 91. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


AMERALIA INC: Jacqueline Badger Discloses 51.6% Equity Stake
------------------------------------------------------------
AmerAlia, Inc. issued 1,780,000 shares of common stock to
Jacqueline Badger Mars, as Trustee of the Jacqueline Badger Mars
Trust, on February 6, 2002 in payment of a guaranty fee
liability payable to Jacqueline Badger Mars Trust, in the amount
of $1,780,000, with the additional provision that if the Company
makes an announcement of permanent financing or a strategic
alliance before December 31, 2002, then the number of shares
will be recalculated based on market prices of its common stock
for the thirty days following the announcement, up to a maximum
price of $2.50 per share, with the Jacqueline Badger Mars Trust
being required to return to AmerAlia the applicable number of
shares determined based on such recalculated price.

As of April 4, 2002, the Jacqueline Badger Mars Trust
beneficially owns 7,177,460 shares of common stock of AmerAlia,
Inc., which represents 51.6% of the outstanding shares in that
class. Jacqueline Badger Mars holds the sole power to vote and
the sole power to dispose of the 7,177,460 shares of common
stock.

AmerAlia, through subsidiary Natural Soda, Inc., is developing a
sodium bicarbonate deposit on 1,320 acres of federal land in
Colorado's Piceance Creek Basin. The land, leased through 2011,
is estimated to contain about 300 million tons of the mineral
per square mile. AmerAlia has made a bid to acquire White River
Nahcolite Minerals, which holds an adjoining lease covering more
than 8,000 acres. Sodium bicarbonate (baking soda) is used in
animal feed, food, and pharmaceuticals. Its production
byproducts (soda ash and caustic soda) are used to make glass,
detergents, and chemicals. At September 30, 2001, AmerAlia's
balance sheet showed that its total current liabilities exceeded
its total current assets by about $12.2 million.


AMERICAN COMMERCIAL: Commences Exchange Offer for 10.25% Notes
--------------------------------------------------------------
American Commercial Lines LLC (ACL) said that on April 15, 2002
it commenced an offer to the holders of its outstanding senior
notes to exchange new 11-1/4% cash pay senior notes due January
1, 2008 and new 12% pay-in-kind senior subordinated notes due
July 1, 2008 for its outstanding 10-1/4% senior notes due June
30, 2008.  In connection with the exchange offer, ACL is also
soliciting its noteholders to (1) become party to, and a
beneficiary of, a mutual release, (2) consent to amendments to
the indenture for its outstanding 10-1/4% senior notes and (3)
accept a plan of reorganization.

The exchange offer and solicitations are part of a previously
announced recapitalization and restructuring of ACL.   The
recapitalization is expected to close in the second quarter of
2002.

American Commercial Lines LLC is an integrated marine
transportation and service company operating approximately 5,100
barges and 200 towboats on the inland waterways of North and
South America.  ACL transports more than 70 million tons of
freight annually.  Additionally, ACL operates marine
construction, repair and service facilities and river terminals.


ANTEON CORPORATION: S&P Places B+ Rating on Watch Positive
----------------------------------------------------------
On April 15, 2002, Standard & Poor's placed its 'B+' credit
ratings on Anteon Corp. on CreditWatch with positive
implications, reflecting the Fairfax, Virginia-based company's
improved financial profile and its expectations for continued
improvement in profitability and cash flow.

Ratings on Anteon, a provider of information technology and
engineering services to a client base primarily within the U.S.
federal government, reflect the expectation that government-
related business will remain substantial, as federal agency
outsourcing continues to grow and new defense and security
initiatives are implemented. Operating margins could improve
from current 7% levels over time with additional scale and
operating synergies.

Anteon has bolstered its capital structure by using the proceeds
from its initial public offering and free cash flow to reduce
debt levels, from the 5 times debt-to-EBITDA range to about 3x.
In addition, prospects are good for moderate but predictable
earnings and cash flow from a diversified program portfolio and
healthy order pipeline. Anteon had fiscal 2001 revenues of $715
million.

Standard & Poor's will assess Anteon's revised financial
structure, acquisition policy, and business strategy in the
CreditWatch review.


ARMSTRONG: Court Nixes PD Panel's Move to Extend Bar Date
---------------------------------------------------------
Judge Randall J. Newsome denies the PD Committee's Motion and
orders that with one exception the bar date by which all holders
of asbestos-related property damage claims must have filed
proofs of claim in Armstrong Holdings, Inc.'s chapter 11 cases
was March 1, 2002.  Judge Newsome explains his one exception:

      the deadline by which Dennis C. Reich, Esq., at Reich &
      Binstock and Duane D. Werb, Esq., at Werb & Sullivan, may
      file a class proof of claim on behalf of a putative class
      of holders of alleged asbestos-related property damage
      claims represented by Mr. Reich and Mr. Werb as of March 1,
      2002, is an additional seven days from entry of the Order.

Judge Newsome further finds that the Debtors' notice of the bar
date was consistent and complied with applicable law, and
satisfied all requirements of due process.  Judge Newsome
further makes his Order effectively immediately. (Armstrong
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


AVERY COMMS: Westside Capital Reports 11.1% Equity Stake
--------------------------------------------------------
Waterside Capital Corporation beneficially owns 156,250 shares
of the common stock of Avery Communications, Inc. which
represeents 11.1% of the outstanding common stock of the
Company.  Waterside has the sole power to both vote and dispose
of the entire amount of common stock held.
Waterside Capital Corporation is an investment firm with
principle business office in Norfolk, Virginia.

Avery is a technology based service company which is engaged in
outsourced customer care and billing services for the
telecommunications and other industries. At September 30, 2001,
Avery had a total shareholders' equity deficiency of about $2.4
million.


BETHLEHEM STEEL: Cuts Net Loss in Half in Fourth Quarter 2001
-------------------------------------------------------------
Bethlehem Steel Corporation (NYSE:BS) reported a net loss of $97
million for the first quarter of 2002, about half of the $196
million loss before unusual items for the fourth quarter of
2001. Also, quarter-end liquidity of $273 million, comprising
cash and funds available under committed bank credit
arrangements, remained about the same as the $276 million
liquidity level at the beginning of the quarter.

"Our business outlook and the market for steel are improving",
said Robert "Steve" Miller, Jr., Chairman and Chief Executive
Officer of Bethlehem Steel. "Our realized steel prices during
the first quarter were about the same as the fourth quarter of
2001. Our costs, product mix and shipments, however, were much
better. Our backlog of orders has increased as a result of
recently-idled domestic steel capacity, the favorable Section
201 trade ruling and a strengthening economy. Our financial
performance should continue to improve this year as we implement
previously announced price increases and continue to reduce
costs. We expect to have adequate liquidity through this year
and into next, allowing sufficient time to pursue strategic
alternatives in developing a chapter 11 plan of reorganization.

"Our objectives haven't changed. Our goal is to assure that our
excellent steel facilities that are capable of producing high-
quality, low-cost products remain a key part of the North
American steel industry. We want them to continue providing
valued products to our customers, jobs for our employees and
customers for our suppliers. To accomplish this, we are
currently pursuing various strategic alternatives, including
potential joint ventures, consolidation and other reorganization
opportunities.

"We continue to work with the United Steelworkers of America to
improve productivity through more modern, flexible labor
arrangements and, through legislation and other means, to find a
solution to our significant pension and retiree healthcare
obligations."

                        Financial Results

First quarter 2002 net loss was $97 million compared to $196
million net loss, excluding $351 million of non-cash unusual
charges, in the fourth quarter of 2001. This $99 million
improvement results from a reduced loss from operations, lower
interest expense and an income tax benefit.

First quarter 2002 loss from operations was $93 million compared
to a loss from operations of $169 million, excluding the non-
cash unusual charges, for the fourth quarter of 2001. Results
improved principally as a result of lower costs, higher
shipments and a better product mix.

Costs in the first quarter were lower due to higher production
volume and the unscheduled outage and repair of the "D" blast
furnace at the Burns Harbor Division that occurred in the fourth
quarter, offset by higher pension expense. Annual pension
expense for 2002 is expected to increase to $150 million, from
$103 million for 2001, because of the decline in the market
value of pension plan assets during 2001. However, the company
is not required to make any contributions to its pension plan
this year, except for minor administrative and other payments,
because of available credits from previous funding in excess of
legal requirements and better than expected market performance
prior to 2001.

Its product mix also improved, as shipments of higher value
plate products at the Burns Harbor Division increased and we had
a lower percent of hot rolled and non-prime products. Prices, on
a constant mix basis, were flat and shipments increased about
10%. Interest expense was lower as certain financing fees were
fully expensed in the fourth quarter after filing for protection
under chapter 11 on October 15, 2001.

First quarter 2002 net loss of $97 million is $21 million better
than the same period in 2001. Costs in the first quarter 2002
were lower due to substantially lower natural gas prices and
productivity improvements from force reductions which were
partially offset by higher pension expense. Its product mix also
improved, as shipments of coated and tin products increased
while shipments of hot rolled and non-prime products declined.
Prices, on a constant mix basis, were down about 3% and
shipments declined about 7%. Interest expense declined because,
after filing for protection under chapter 11 on October 15,
2001, we are no longer accruing interest on unsecured debt.
Also, as previously mentioned, we expect to receive a $10
million tax refund later this year.

Bethlehem Steel Corporation's 10.375% bonds due 2003 (BS03USR1)
are quoted at a price of 10, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BS03USR1for
real-time bond pricing.


BURLINGTON INDUSTRIES: Intends to Amend $125MM DIP Credit Pact
--------------------------------------------------------------
Burlington Industries, Inc., and its debtor-affiliates seek the
Court's authority to:

   (i) enter into a second amendment to the Revolving Credit and
       Guaranty Agreement; and

  (ii) in connection with the amendment, pay certain fees to
       JPMorgan Chase Bank, as agent under the Credit Agreement,
       and to each financial institution that is a party to the
       Credit Agreement and who timely executed and delivered to
       the Agent a counterpart of the Amendment.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that the Debtors, the Agent and
the Banks have agreed to further amend the Credit Agreement.  In
particular, the parties have agreed to reset the Debtors'
covenant levels to reflect the operational changes announced by
the Debtors and their ensuing impact on the Debtors' businesses
for the duration of the Credit Agreement.

Mr. DeFranceschi enumerates the principal terms of the Amendment
as:

     (a) EBITDA Covenant

         the Agent and the Banks have agreed to adjust the EBITDA
         targets of the Credit Agreement as:

         12 Months Ending                        EBITDA
         ----------------                        ------
          July, 2002                          $(22,000,000)
          August, 2002                        $(26,000,000)
          September, 2002                     $(23,000,000)
          October, 2002                       $(22,000,000)
          November, 2002                      $(11,000,000)
          December, 2002                       $(4,000,000)
          January, 2003                         $7,000,000
          February, 2003                       $12,000,000
          March, 2003                          $21,000,000
          April, 2003                          $31,000,000
          May, 2003                            $41,000,000
          June, 2003                           $53,000,000
          July, 2003                           $63,000,000
          August, 2003                         $69,000,000
          September, 2003                      $75,000,000
          October, 2003                        $78,000,000
          November, 2003                       $79,000,000


     (b) Effectiveness of Amendment

         the Amendment is effective upon the execution of the
         Amendment by the Borrower, the Guarantors, the required
         Banks and the Agent.  The effect of the Amendment
         terminates if:

         -- on or before May 7, 2002, the Court has not entered
            an order authorizing the terms of the Amendment and
            the payment of the fees; and

         -- such fees are not paid within one business day after
            the entry of the Amendment Order.

     (c) Amendment Fee

         in consideration for the Bank's entry into the
         Amendment, the Debtors agree to pay to the Agent, for
         the respective account of each Bank that executed and
         delivered to the Agent a counterpart of the Amendment,
         an amendment fee in an amount equal to .15% of the
         commitment of such Bank. Accordingly, since the
         aggregate commitment of all of the Banks is
         $190,000,000, the maximum amount of the amendment
         fee is $285,000.

     (d) Structuring Fee

         in consideration of the Agent's agreement to structure
         the Amendment, the Debtors will pay to the Agent, for
         its own account, a structuring fee equal to $237,000.

Mr. DeFranceschi asserts that the Debtors' entry into the
Amendment is necessary to ensure the Debtors' continued access
to the DIP financing provided under the Credit Agreement and to
have sufficient liquidity to continue their business operations
without interruptions. (Burlington Bankruptcy News, Issue No.
11; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CMI INDUSTRIES: Delaware Court Approves Liquidation Plan
--------------------------------------------------------
The U.S. Bankruptcy Court in Wilmington, Delaware, approved CMI
Industries Inc.'s liquidation plan and proposal to sell its
business in two deals valued at $24.4 million.  The company will
distribute the proceeds to unsecured creditors and equity
holders.  CMI's remaining assets will be sold through a
liquidating trust. (ABI World, April 12)


CASTLE DENTAL: Pursuing Debt Restructuring Talks with Creditors
---------------------------------------------------------------
Castle Dental Centers (OTC Bulletin Board: CASL) reported that
net patient revenues for the year ended December 31, 2001 were
$97.9 million compared with net patient revenues of $106.0
million in 2000.  Revenues for the fourth quarter of 2001 were
$22.5 million, $3.2 million or 12.2% percent lower than fourth
quarter 2000 revenues of $25.7 million.  The decrease in net
patient revenues resulted from the closure of 14 dental centers
during the year and a 6.4% reduction in sales from existing
dental centers.

The company reported a net loss of $7.7 million for the fourth
quarter of 2001 as it continued to be impacted by restructuring
costs, expenses related to the closing of unprofitable dental
centers, default interest expense on its debt obligations and
the reduction in revenues in the period.  For the year ended
December 31, 2001, the company recognized a net loss of $14.8
million.  These results compare with a net loss of $8.0 million
for the fourth quarter 2000 and net loss of $19.1 million for
the year ended December 31, 2000.

The Company continues to be in default of debt agreements
totaling $63.7 million with its senior and subordinated
creditors.  The Company has not made required principal payments
under its senior credit agreement and has not made interest or
principal payments to its subordinated lenders since
July 2000.  Due to these defaults and the operating losses
incurred over the past two years, the Company has received an
opinion from its public accountants, PricewaterhouseCoopers LLP,
expressing doubt about the Company's ability to continue as a
going concern.  This opinion was included in the Company's
annual report on Form 10-K filed with the Securities and
Exchange Commission on April 16, 2001.

The Company has been in negotiations with its senior and
subordinated lenders since early 2001 and has put forth a plan
to restructure its debt agreements and meet its operating
requirements for 2002.  Components of this plan include: (i)
restructuring of the senior and subordinated debt agreements to
reschedule existing payment terms and reduce debt levels; (ii)
increased hiring of new dentists and improving dentist
retention; (iii) refurbishing and modernizing existing dental
centers within capital expenditure constraints of $1.5 million
in 2002; (iv) upgrading dental office management personnel; and,
(v) improving patient services.  Although no assurances can be
given as to the ultimate success of the negotiations to
restructure its debt, management believes that it will receive
agreement from its senior and senior subordinated creditors in
the near future to restructure its debt obligations.

Commenting on the year-end results, Jim Usdan, President and
Chief Executive Officer, stated, "Castle Dental's operating
results in the fourth quarter were impacted by lower revenues in
our Houston, San Antonio and Los Angeles markets as well as
costs related to the restructuring of our business. During the
last nine months we have been focusing on improving the level of
services provided to our patients and upgrading our management
team.  We believe these factors will lead to long-term
improvements in our financial performance."  Mr. Usdan
continued, "We also look forward to successful completion of the
restructuring of our debt after negotiations that have been
ongoing over the past year.  This should provide the financial
basis upon which we can continue the turnaround of Castle Dental
and provide a stable environment for our patients, dentists and
employees."

Castle Dental Centers, Inc. develops, manages and operates
integrated dental networks through contractual affiliations with
general, orthodontic and multi-specialty dental practices in the
U.S.  The Company manages 86 dental centers with approximately
190 affiliated dentists in Texas, Florida, Tennessee and
California.


CHELL GROUP: Posts C$2.7MM Net Loss on $12MM Revenues in Q2 2002
----------------------------------------------------------------
Chell Group Corporation (NASDAQ Small Cap: CHEL) reports its
financial results for the quarter of 2002 ending February 28,
2002. The Company's total revenues for the 2002 Second Fiscal
Quarter were C$12,386,011 which included revenue from Logicorp
which was acquired effective January 1,2002, compared to
C$3,359,465 for the 2001 Second Fiscal Quarter, an increase of
C$9,026,546 or 270%. EBITDA (Earnings before interest, taxes,
depreciation, and amortization, a common term to measure cash
flows) for the second quarter of the year was $905,287 compared
to C$2,402,885, in the same quarter of the previous year.

Don Pagnutti, VP Finance and CFO, Chell Group noted, "The second
quarter (Dec-Feb) is seasonally our weakest quarter and the
negative EBITDA resulted from this low period."

Chell Group Corporation (NASDAQ: CHEL) is a technology holding
company in business to acquire and grow undervalued technology
companies. Chell Group's portfolio includes Logicorp
http://www.logicorp.ca NTN Interactive Network Inc.
http://www.ntnc.comGalaVu Entertainment Network Inc.
http://www.galavu.comEngyro Inc. (investment subsidiary)
http://www.engyro.comand cDemo Inc. (investment subsidiary)
http://www.cdemo.com  For more information on the Chell Group,
please visit http://www.chell.com

At November 30, 2001, Chell Group's balance sheet showed a
working capital deficit of about $3.2 million.


COMDISCO INC: Proposes De Minimis Lease Rejection Procedures
------------------------------------------------------------
Comdisco, Inc., and its debtor-affiliates seek the Court's
authority to establish procedures to reject certain leases of de
minimis value without further Court approval.

Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, relates that the procedures will be
used for leases with:

     (i) payments less than $10,000 per month; or

    (ii) remaining payments due, in the aggregate, total less
         than $100,000.

Specifically, the Debtors request permission to reject each De
Minimis Lease by mailing written notice, via overnight delivery,
of their intention to reject such De Minimis Lease.

Ms. Perlman explains that the current process of requiring the
Debtors to draft a motion, file it with this Court and send
notice to all parties in interest in order to reject a De
Minimis Lease reduces or eliminates the money the Debtors could
save by rejecting such insubstantial lease.  "These proposed
procedures will allow the Debtors to reject the Leases in an
orderly fashion without delays and will streamline their ability
to reject leases that provide no benefit to their estates," Ms.
Perlman states.

Under the proposed procedures, the Debtors are authorized to
reject any De Minimis Lease effective on the date the Debtors
mail a written notice to:

     (i) the respective lessor;

    (ii) the Creditors' Committee;

   (iii) the Equity Committee; and

    (iv) the United States Trustee.

Furthermore, Ms. Perlman relates that in any event that the
Debtors receive a properly timed objection within 10 days from
the Effective Date, the Debtors will schedule a hearing with
this Court.  However, in the event the Court overrules the
objection or the objection only relates to rejection damages,
such De Minimis Lease will still be deemed rejected as of the
Effective Date.

Ms. Perlman tells the Court that if each of the Notice Parties
indicates its approval in writing, and none provide written
notice of an objection, then the Debtors are authorized to
consummate the settlement agreement and to record an allowed
claim in the settled amount.

Moreover, Ms. Perlman asserts that the Lessors of the De Minimis
Leases will not be prejudiced by these procedures since the
rejection will not be effective until the tenth day from the
mailing of the Rejection notice. (Comdisco Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CONSECO INC: Posts Results of Finance Unit's Tender Offer
---------------------------------------------------------
Conseco, Inc. (NYSE:CNC) announced the results of the tender
offer of its subsidiary, Conseco Finance, for all the
outstanding ($166.7 million) Conseco Finance 6.5% notes due
September 26, 2002, and all the outstanding ($3.65 million)
Conseco Finance 6.52% notes due April 7, 2003.  The tender offer
for this debt was announced on February 21.  The offer expired
on Friday, April 12.

An aggregate of $158,554,000 of the 6.5% Conseco Finance notes
due September 26, 2002, and $3,650,000 of the 6.52% notes due
April 7, 2003 were tendered in response to the offer.  The
purchase price will be paid April 16 and is equal to 100% of the
principal amount of the notes tendered, plus accrued interest.

After the execution of the tender offer, the outstanding public
debt of Conseco Finance will be $43.0 million ($34.8 million of
10-1/4% senior subordinated notes due June 1, 2002 and $8.2
million of 6.5% notes due September 26, 2002).

According to DebtTraders, Conseco Inc.'s 10.75% bonds due 2008
(CNC08USR1) are quoted at a price of 50. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for
real-time bond pricing.


COVANTA ENERGY: Obtains Approval to Maintain Insurance Programs
---------------------------------------------------------------
Pursuant to Sections 363(b) and 105(a) of the Bankruptcy Code,
Covanta Energy Corporation and its affiliated debtors seek
authorization to:

     (a) continue to make payments to their Master Casualty
         Program and continue to pay their workers' compensation
         obligations, including all owing or due as of the
         Petition Date;

     (b) continue to pay all premiums, retentions or deductibles,
         and other amounts with respect to liability, political
         risk and property insurance policies;

     (c) continue to pay all premiums, retentions or deductibles
         and other amounts;

     (d) and continue their captive insurance program.

Deborah M. Buell, Esq. at Cleary, Gottlieb, explains that these
insurance programs are crucial to the Debtors' continued
operations.

              The Master Casualty Insurance Program

The Master Casualty Program consists of worker's compensation,
general liability and auto liability coverage.  The Debtors make
combined, periodic payments to its insurer, AIG and its
affiliates. AIG currently receives a premium of about
$7,600,000. The Debtors seek authority to pay any outstanding
premium if necessary. Periodically, the Debtors pay additional
retention costs on current claims of approximately $3,100,000
per year. As of the Petition Date, the Debtors owe retention
payments of $340,000.

The Debtors also pay AIG $1,450,000 per month for prior years'
retention losses and exposure. As of the Petition Date, the
Debtors owe $420,000 for those payments. The Debtors have posted
surety bonds in an aggregate amount of $19,500,000 and
irrevocable letters of credit in the aggregate amount of
$38,500,000. Third-party external contractors are hired for
processing claims in relation to the Master Casualty Program.
$200,000 is currently owed for claims processing and service
fees.

                       Worker's Compensation

The Debtors maintain worker's compensation coverage as required
by various state and federal laws, for current and former
employees in numerous jurisdictions. These claims typically have
a long payout period, requiring extended coverage. Liability
will be ongoing for claims relating to injuries prior to the
Petition Date, and include expenses for which there is no
insurance coverage, payments to various state authorities and
certain administrative and processing costs.

The Debtors also pay workers' compensation premiums and to the
Ohio Bureau of Workers' Compensation, the West Virginia Workers'
Compensation Division of the Bureau of Employment Programs and
Nevada's C.I.W.G. Trust Administrator for self-insured workers'
compensation benefits, as required by applicable by state law.
These program premiums are paid under various schedules and
total about $195,000 annually.

                       Liability Insurance

The Debtors maintain additional liability insurance policies
that include general liability, policies for automobile,
aviation, aviation war risk, and umbrella liability, officers'
and directors' liability, crime liability, etc.

Premiums for each of the Liability Insurance Policies are
determined annually and paid by a variety of payment methods.
The Debtors renew or add liability insurance policies on a
continuous basis, and pay monthly billings for premiums and
finance payments related to these Liability Insurance Policies.

                     Political Risk Insurance

The Debtors purchase political risk insurance policies to
protect their equity investments, and in some cases, projected
income from projects in Bangladesh, China, and the Philippines.
Annual premiums are estimated to be $953,843.

                      Property Insurance

The Debtors maintain all-risk property and business interruption
coverage to protect corporate assets and certain clients' assets
against natural disasters. The annual cost for these policies is
$19,900,000.

                     Outstanding Bonds

The Debtors are required, in the ordinary course of business, to
provide surety bonds, including performance and payment bonds
utility bonds, contractors' license bonds, custom bonds, closure
and other financial guarantee bonds. The Outstanding Bonds
maintenance totals approximately $1,500,000 annually.

                    Captive Insurance Program

Covanta is partially self-insured through a captive insurance
program by its wholly owned non-debtor subsidiary Greenway
Insurance Company of Vermont for certain liabilities assumed on
behalf of the Debtors that include surety bonds, property
deductibles, general liability retention, aviation liability
retention, and professional and pollution liability consultant
retention. The Risk Management Department at Covanta is
primarily responsible for the activities of the Captive
Insurance Program, including control of premium flow and
approval of all claims charged under the program.

Covanta finances the Captive Insurance Program by repaying loans
previously made by Greenway. In 1999, Greenway loaned Covanta
$5,000,000. As of the Petition Date, the Debtors owe Greenway
approximately $4,300,000. Covanta services the Greenway Loan by
transferring funds to Greenway as needed by Greenway to finance
its loss payments. This amount averages around $150,000 per
month. As of the Petition Date, the Debtors owe $203,896 for
those payments.

Ms. Buell concludes that these policies are essential to the
continued operation of the Debtors' businesses on every level.
Also changes in the payment or continuance of these policies and
coverage will have a devastating affect on employee morale and
threatens their willingness to remain in the Debtors' employ.
Policies and bonds required by regulatory agencies or courts are
crucial to the Debtors' basic ability to conduct its business.
The Debtors' and their estates will benefit, as well as the
Debtors' creditors, if the requested relief is granted.

Ms. Buell asks Judge Blackshear to authorize the Debtors to
continue post-petition financing of certain insurance policies,
programs and surety bonds, including worker's compensation and
captive insurance programs, and to pay pre-petition obligations
necessary to maintain current insurance coverage in effect.  She
also asks the Court to grant the Debtors such other relief as he
deems just and proper.

                            *  *  *

Persuaded by the Debtors arguments, Judge Blackshear grants the
Debtors' request in its entirety. (Covanta Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


DELTA AIR LINES: First Quarter 2002 Loss Tops $384 Million
----------------------------------------------------------
Delta Air Lines (NYSE: DAL) reported results for the March 2002
quarter.  The key points are:

      *  Delta reports first quarter loss of $354 million,
         excluding unusual items.

      *  Delta reports first quarter loss of $397 million,
         including unusual items.

      *  Delta recorded an operating profit in March 2002,
         excluding unusual items.

      *  Delta continues to focus on cost containment through
         innovation and discipline.

Delta Air Lines reported a net loss of $354 million for the
March 2002 quarter versus a net loss of $122 million in the
March 2001 quarter, excluding unusual items. Including unusual
items, the March 2002 quarter net loss and loss per share were
$397 million and $3.25, respectively, versus a net loss of $133
million in the March 2001 quarter.  The results are in line with
previous announcements concerning first quarter expectations.

"We continue to notice signs of gradual recovery," said Leo F.
Mullin, Delta's chairman and chief executive officer.  "We are
focused on our recovery efforts and creating a more promising
year in 2002.  In the first three months of this year, we saw
our customers and revenue returning, though revenues are
recovering at a slower pace.  There is still a long road ahead
of us, but Delta has the financial and operational strength to
emerge from these tough times as a winner."

                Financial and Operational Performance

March 2002 quarter operating revenues declined 19.3 percent from
the March 2001 quarter.  Excluding unusual items, operating
expenses for the March 2002 quarter decreased 11.6 percent, unit
costs decreased 1.2 percent and unit costs on a fuel price
neutralized basis(1) increased 1.7 percent.  Load factor for the
quarter was 68.9 percent, on a 10.6 percent reduction in
capacity, compared to 67.0 percent for the same period a year
ago.  Delta ended the quarter with a completion factor of 98.3
percent versus 96.1 percent during the same period last year.

"Delta's recovery is on track and we are making progress," said
M. Michele Burns, executive vice president and chief financial
officer.  "In fact, in the month of March, Delta had positive
cash flow from operations and we recorded an operating profit.
Our financial strategy remains consistent and focused on
capacity discipline, cost containment and cash preservation."

In the March quarter, Delta filed its 2001 tax return eight
months early on February 6, 2002 and received a $160 million
refund the following day. Subsequently, Congress passed the
economic stimulus package, extending the net operating loss
carry back period to five years.  Delta again expedited the
filing of its refund claim and received an incremental tax
refund of $300 million on March 22, 2002. Delta ended the March
2002 quarter with total liquidity of $3.1 billion comprised of a
$1.5 billion cash balance and an additional near term liquidity
position of $1.6 billion.

In a continuous effort to manage costs and preserve liquidity,
Delta announced on March 14, 2002 that "base" commissions will
no longer be paid to travel agents for tickets sold in the
United States (including Puerto Rico and the U.S. Virgin
Islands) and Canada, effective immediately.  While Delta is
eliminating published base commissions, individually negotiated
incentive commissions will continue to be paid to select agents.
Delta expects the restructuring to reduce passenger commission
expenses by approximately $100-$150 million in 2002.

Delta's fuel hedging program saved $21 million, pretax for the
quarter. Moreover, Delta has hedged 57 percent of its expected
jet fuel requirements in the June 2002 quarter at an average
price of $0.58 per gallon.

                          Unusual Items

In the March 2002 quarter, Delta recorded $43 million of unusual
costs, net of taxes.  Of this amount, $25 million, net of tax,
represents the temporary carrying cost of grounded aircraft and
surplus pilots, as well as re-qualification training and
relocation costs resulting from the capacity reductions
implemented in November 2001.  As discussed in the December 2001
quarter, Delta expects to record a total of $82 million, net of
tax, for these costs during 2002.  Also during the March 2002
quarter, Delta recorded an $18 million expense, net of tax, for
non-cash, fair value adjustments of certain equity rights in
other companies, primarily priceline.com, and fuel derivative
instruments to comply with Statement of Financial Accounting
Standard (SFAS) 133. In the March 2001 quarter, Delta recognized
an $11 million, non-cash expense, net of tax, related to SFAS
133.

                       Network Highlights

Delta is encouraged by its transatlantic, leisure and regional
jet market performance. However, weakness in high-yield business
travel will continue to affect the pace of Delta's recovery.

As previously announced on January 18, 2002, Delta and its
European SkyTeam partners, Air France, Alitalia and CSA Czech
Airlines received final approval from the U.S. Department of
Transportation for antitrust immunity. The grant of antitrust
immunity enables Delta and its European partners to offer a more
integrated route network, and develop common sales, marketing
and discount programs for customers.

In continued support of our SkyTeam Alliance, Delta inaugurated
nonstop service between Atlanta and Milan-Malpensa on April 1,
2002 and began a second nonstop flight between New York John F.
Kennedy International (JFK) and Paris on March 15, 2002. Delta
also announced plans to reinstate codesharing on Korean Air
flights, beginning May 1, 2002.

Delta Express, Delta's low-fare airline, announced expansion of
flights from New York to Florida this spring in response to
improved leisure demand for travel to Florida.  Beginning June
1, 2002, two new flights will be added from JFK to Ft.
Lauderdale for a new total of six round-trip flights daily.
Delta Express also will add one new flight from JFK to both
Orlando and Tampa, for a new total of four round-trip flights
daily to Orlando and three round- trip flights daily to Tampa.
Delta Express has now returned to 64% of its pre-September 11
capacity.

Delta continued to leverage its industry-leading regional jet
program to provide superior network feed and flexibility.
Delta's connection carriers remain an essential piece of its
plan to grow Atlanta, strengthen its presence on the East Coast
and feed transatlantic and Latin America gateways.

                       Customer Service

In March 2002, Delta announced plans to expedite the passenger
check-in process by enhancing its self-service check-in kiosks.
E-ticketed customers will be able to use kiosks to check-in,
check baggage, print boarding cards, select or change seats,
request to standby for upgrades, change flights and initiate
multi-party check-in. Delta also plans to install 300 additional
kiosks throughout its domestic operation during 2002, more than
tripling the number of kiosks available to Delta customers.
This will make Delta an industry leader in kiosk check-in
technology.

Delta is pleased that the average security and check-in wait
times, in many of its largest markets, are approaching pre-
September 11 levels. As a result, Delta reduced the recommended
airport arrival time for passengers on domestic flights from two
hours to at least one hour prior to flight departure to reduce
the amount of time customers must spend in the airport.  Also,
to help reduce the "hassle factor" Delta is now offering
customers the convenience of checking-in and printing boarding
passes from their personal computer or Web-enabled personal
digital assistant.

Delta Air Lines, the world's second largest carrier in terms of
passengers carried and the leading U.S. airline across the
Atlantic, offers 5,581 flights each day to 410 destinations in
72 countries on Delta, Delta Express, Delta Shuttle, Delta
Connection and Delta's worldwide partners.  Delta is a founding
member of SkyTeam, a global airline alliance that provides
customers with extensive worldwide destinations, flights and
services.  For more information, visit Delta at
http://www.delta.com

                          *   *   *

As reported in the September 25, 2001, edition of the Troubled
Company Reported, Standard & Poor's lowered its corporate
credit, senior secured debt and senior unsecured debt ratings on
Delta Air Lines Inc., to the low-B level, and were placed on
CreditWatch with negative implications.

The downgrades, S&P said, reflected the severe impact of sharply
reduced air traffic since the September 11 terrorist attacks in
New York City and Washington, D.C., with expectations for only a
slow recovery in the coming months. This worsens significantly
an already grim airline industry outlook, with depressed
business travel and higher labor costs.

The extent of the downgrades was determined principally by:

* The risk of a downward rating action prior to the current
crisis, and thus how much credit "cushion" was available
within those ratings;

* The cash and bank lines available to Delta Air Lines Inc.,
as well as the amount of owned, unsecured aircraft that
could be used in secured debt or sale-leasebacks to raise
further funds; and

* The ability of Delta Air Lines to reduce cash operating
expenses and commitments for capital spending.

DebtTraders reports that Delta Air Lines' 9.75% bonds due 2021
(DAL21USR1) are trading at about 91. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DAL21USR1for
real-time bond pricing.


ESNI INC: May Seek Protection from Creditors under Chapter 11
-------------------------------------------------------------
ESNI, Inc. (OTC BB: ESNI) announces its results for the fourth
quarter ending December 31, 2001, and the full year of 2001.

Revenue for the quarter ended December 31, 2001 totaled $2
million compared with $2 million for the third quarter ended
September 30, 2001 and $2.4 million for the fourth quarter of
2000. The company reported a net loss of $687,000 for the fourth
quarter of 2001, compared with a net loss of $1.3 million for
the third quarter of 2001, and $6.4 million, for the fourth
quarter of 2000.

Revenue for the year ended December 31, 2001 was $8.5 million,
compared with revenue of $9.8 million for the year ended
December 31, 2000. The actual net loss for the year ended
December 31, 2001 was $4.9 million, compared with a net loss of
$13.4 million in the same period a year ago.

The company reported cash used in operating activities of $1.8
million for the year ended December 31, 2001, compared to $7.3
million for the same period a year ago.

Managed Services revenues increased by 5.5 % and Professional
Services revenues decreased by 25% for the year ended December
31, 2001 compared to the same period in 2000. Managed Services
revenue increased primarily due to new customers and an increase
in customer volume. The decrease in Professional Services
revenue is primarily due to discontinuation of the web design
services, which occurred in the first quarter of 2001. Net of
the effect of the web design services, Professional Services
revenue increased 3.3% from the prior period, principally due to
increases in consulting services provided.

"We are pleased with the results from 2001. During the last
year, we made some hard but necessary decisions to improve
operating performance and achieve greater stability," commented
Michael A. Clark, President and COO of ESNI. "We closed non-
performing business units, streamlined our operations and
reduced expenses while simultaneously expanding our customer
base and adding services, all in a difficult economic climate.
We also took steps to find a partner to enhance our business -
toward that goal, we recently completed a joint venture
transaction with Charles River Consultants (CRC, Inc.;
www.crc.net), in which we formed E-Sync Networks, LLC.

"Unfortunately, we are experiencing unexpected and material
difficulties between the joint venture partners. Quoting from
our 10-KSB, filed today:

      'As of this moment, we believe that CRC is in default of
its obligation to provide additional loans to the Company
(ESNI). On April 15, 2002, CRC indicated that it does not intend
to make future loans to the Company, has accused the Company of
having made material misrepresentations to CRC in connection
with the CRC Transaction and has demanded immediate repayment of
all amounts that the Company owes to CRC. While the Company
vigorously disputes all of CRC's claims, it does not have
sufficient funds to repay CRC the amounts owed to it, nor does
the Company have sufficient funds to satisfy its other creditors
and continue operations without receiving these funds from CRC.
Therefore, absent being able to convince CRC to withdraw its
claims for breach of representations and repayment of the credit
facility and to satisfy its obligations to loan additional funds
to the Company in the immediate future, the Company may have no
choice but to seek protection from creditors under the federal
bankruptcy laws while it litigates against CRC.'"

Headquartered in Trumbull, CT, ESNI, Inc. (OTC BB: ESNI) is a
holding company that owns a majority share in E-Sync Networks,
LLC. E-Sync Networks, LLC is a joint venture between ESNI and
Charles River Consultants, Inc., providing an array of
enterprise messaging and network solutions, including: IT
infrastructure and network design and implementation; reliable,
high-quality messaging; secure, high-performance hosting; system
management and integration services, technical help desk and
application development. ESNI's largest stockholders are New
York-based venture fund Commercial Electronics Capital
Partnership, LP and Viventures, the venture capital arm of
Vivendi (NYSE: V). More information can be found on the Internet
at http://www.esyncnetworks.com

At December 31, 2001, ESNI, Inc. had a total shareholders'
equity deficit of about $2 million.


ECHOSTAR COMMS: Annual Shareholders' Meeting Set for May 6, 2002
----------------------------------------------------------------
Rhe Annual Meeting of Shareholders of EchoStar Communications
Corporation will be held on May 6, 2002, at 10:00 a.m. at
EchoStar's headquarters located at 5701 South Santa Fe Drive,
Littleton, Colorado 80120, to consider and vote upon:

     1.   The election of nine Directors of EchoStar;

     2.   A proposal to approve the EchoStar Communications
          Corporation 2002 Class B CEO Stock Option Plan;
          and

     3.   Any other business that may properly come before
          the Annual Meeting or any adjournment thereof

Only shareholders of record at the close of business on March
28, 2002 are entitled to notice of, and to vote at, the Annual
Meeting or any adjournment thereof.

EchoStar Communications dishes out a smorgasbord of
entertainment. The #2 US direct broadcast satellite (DBS) TV
provider (behind DIRECTV), the company operates the DISH
Network, providing programming to nearly 6.5 million subscribers
in the continental US. Subsidiaries develop DBS hardware such as
dishes and integrated receivers and deliver video, audio, and
data services. EchoStar has teamed up with Gilat Satellite
Networks (a partner with Microsoft) and Colorado startup
WildBlue to develop satellite-based two-way broadband Internet
access. CEO Charles Ergen owns about 51% of the company but has
more than 91% of the voting power. EchoStar has agreed to buy
Hughes Electronics, DIRECTV's parent.  At December 31, 2001,
EchoStar reported an upside-down balance sheet, with a total
shareholders' equity deficit of $777.8 million.


ENRON CORPORATION: ENA Debtor Intends to Sell Steel Inventory
-------------------------------------------------------------
Enron North America Corporation plans to sell 70,000 net tons of
hot rolled coil, cold rolled coil and plate it acquired through
ongoing trading operations.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that Enron North America routinely buys from and sells
to domestic and foreign parties through the maintenance and
management of an inventory warehouse.  According to Ms. Gray,
Enron North America began marketing its Steel Inventory since
February this year.

Ms. Gray tells the Court that Enron North America invited 136
companies to participate in the bidding process.  Out of the 136
companies, Enron North America received 50 original bids.  Enron
North America narrowed the list down to the top 31 bidders to
conduct due diligence and participate in a second round of
bidding.  Out of the 24 final bids submitted, Enron North
America concluded that:

       -- Benson International Inc.,
       -- Bar Steel Corp.,
       -- Metals USA,
       -- Salzgitter International Inc.,
       -- Kerry Steel Inc.,
       -- Cargill Incorporated,
       -- Metalswest LLC, and
       -- Nance Steel Inc.

provided the highest and best offers for respective purchases of
the Inventory.

Ms. Gray notes that the Purchasers and Enron North America
executed sale agreements.

The principal terms of the sale transactions are:

Consideration: The Purchasers shall pay these dollar amounts:

                 Benson International Inc.     -- $5,400,000;
                 Benson International is permitted to pay its
                 Purchase Price 45 days after Closing provided
                 that it guarantees its Purchase Price with a
                 letter of credit.

                 Bar Steel Corp.               -- $1,060,000
                 Metals USA                    --   $956,000
                 Salzgitter International Inc. --   $956,000
                 Kerry Steel Inc.              -- $4,700,000
                 Cargill Incorporated          -- $3,800,000
                 Metalswest LLC                --   $717,000
                 Nance Steel Inc.              --   $229,000

                 -- in addition to any sales, purchases,
                 transfer, stamp, documentary stamp, use or
                 similar taxes which may be payable by reason of
                 this sale. The aggregate Purchase Price payable
                 by each Purchaser may be subject to an
                 adjustment (if any) made by the Seller prior to
                 Closing to more accurately reflect the tonnage
                 of the Inventory being purchased based on a
                 reconciliation of the Seller's records to the
                 records of the Warehouse.

Assets
Acquired:      Each Purchaser acquires all of the Seller's
                right, title and interest in the Steel Inventory:

                 Benson International Inc.     -- 21,026 net tons
                 Bar Steel Corp.               --  3,032 net tons
                 Metals USA                    --  2,764 net tons
                 Salzgitter International Inc. --  3,176 net tons
                 Kerry Steel Inc.              -- 21,524 net tons
                 Cargill Incorporated          -- 16,172 net tons
                 Metalswest LLC                --  2,314 net tons
                 Nance Steel Inc.              --    918 net tons

Closing:       Closing of the purchase and sale of the Inventory
                occurs upon:

                (a) obtaining entry of an order by the Bankruptcy
                    Court approving the Agreements and the
                    payment of the Purchase Price by the various
                    Purchasers, and

                (b) the expiration of the 10-day period
                    thereafter or the waiver of such 10-day
                    period pursuant to Fed. R.Bankr. P. 6004(g).

Closing
Conditions:    The Purchaser must have performed and complied in
                all material respects with all customary
                covenants and conditions to be performed by or
                prior to the Closing Date. The Bankruptcy Court
                must enter an Order prior to Closing. Also, with
                regard to the sales to Benson International,
                Inc., Bar Steel Corp., Cargill, Incorporated and
                Metals USA, Inc., as a condition to such
                Purchasers' obligations to close, Debtor Sellers
                must have delivered all mill test certificates
                for the Inventory purchased.

Termination:   Each of the Agreements and the transaction
                contemplated therein may be terminated in any of
                these ways at any time before the Closing:

                (a) By mutual consent of the Purchaser and
                    Seller;

                (b) By the Purchaser if the Seller is in material
                    breach of any of its representations or
                    warranties made in its respective Agreement,
                    and the Seller has not cured such breach
                    within 5 days after receipt of notice of such
                    breach given by the Purchasers;

                (c) By Seller if Purchaser:

                    (1) is in material breach of any of its
                        representations or warranties made in the
                        Agreement, or

                    (2) is in material violation or default of
                        any of its covenants or agreements in the
                        Agreement and such violations or default
                        is not cured within 5 days written notice
                        of such violation or default;

                 (d) By either a Purchaser or the Seller in the
                     event that the Order is not entered by the
                     Bankruptcy Court by April 19, 2002.

Other than the liens granted to the Debtors' pre-petition and
post-petition lenders under:

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

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

Ms. Gray emphasizes that the Debtors are not aware of any liens
relating to the Inventory.  Accordingly, Enron North America
seeks the Court's authority to sell the Inventory free and clear
of any and all liens, claims and encumbrances with such liens to
be transferred and attached to the gross proceeds of the sale,
with the same validity and priority that such liens had against
the Inventory.

Ms. Gray also assures the Court that the terms of the Agreements
have been negotiated at arm's length and in good faith.  Thus,
the Debtors contend that the Purchasers should be given
protections of a good faith purchaser under section 363(m) of
the Bankruptcy Code.

"Private sales of the Inventory will avoid the expenses and
delays that may be associated with a public auction which, in
turn, could diminish the value of the sales to the estates," Ms.
Gray points out.  Besides, Ms. Gray asserts that the marketing
process utilized afforded the Debtors' estates and parties in
interest the competitive benefit of a public auction.

Finally, the Debtors ask Judge Gonzalez to exempt the sale of
the Inventory from any applicable transfer taxes under Section
1146(c) of the Bankruptcy Code. (Enron Bankruptcy News, Issue
No. 20; Bankruptcy Creditors' Service, Inc., 609/392-0900)


EXIDE TECHNOLOGIES: Proposes to Pay $30MM to Critical Vendors
-------------------------------------------------------------
Exide purchases goods and services from a variety of
unaffiliated Essential Trade Creditors, including:

       * lead suppliers -- lead is an integral part of battery
         manufacturing and the number of U.S. suppliers is small;

       * parts suppliers -- including chemicals, separators,
         copper, plastic, expanders and resin;

       * suppliers of parts used on products purchased by the
         United States Government where a change in part or
         supplier required government certification;

       * suppliers of manufacturing tools -- especially pasting
         belt and bushings;

       * uniform suppliers and handlers -- special protective
         uniforms are required for compliance with Occupational
         Safety and Health Administration regulations and uniform
         cleaning services must be qualified to handle lead and
         waste water disposal;

       * wholesale vendors from which Exide buys finished
         batteries and chargers to round-out its product line;

       * packaging companies who supply special materials
         necessary for shipping batteries; and

       * third-party sales agents, many of which also provide
         warranty and repair services.

The Debtors describe three hallmarks of Essential Trade
Creditors:

       * sole source suppliers without whom the Debtors could not
         operate;

       * irreplaceable within a reasonable time on terms as
         beneficial as those already in place;

       * if the relationship terminated, Exide's revenues or
         profits would suffer.

"If the Debtors lose their business relationships with these
Essential Trade Creditors," Matthew N. Kleiman, Esq., at
Kirkland & Ellis tells Judge Akard, "their ability to generate
future revenue will suffer.  The Debtors argue that if they can
benefit from maintaining lower costs of goods purchased
postpetition, it is prudent to pay an Essential Trade Creditor
some or all of its prepetition claim.

The Debtors ask Judge Akard for broad discretion to decide which
creditors are Essential and which ones aren't, when to make
these payments, and how much to pay, subject to two conditions:

     * a $30,000,000 cap on all Essential Creditor Payments; and

     * The Debtors will not pay any Essential Trade Creditor's
       prepetition claim unless the recipient agrees to "continue
       to sell their goods at the same reduced prices and on at
       least as favorable terms on a going forward basis as were
       in effect" prior to the Petition Date -- and agrees to
       that in writing.

The Debtors indicate that the $30,000,000 amount represents
approximately 20% of $150,000,000 owed to holders of prepetition
trade claims.

The Debtors have no intention of divulging the identities of the
Essential Trade Creditors at this time (or perhaps ever),
because, Mr. Kleiman says, that "would likely cause such vendors
to demand payment in full." (Exide Bankruptcy News, Issue No.1;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FFC HOLDING: Taps Resilience Capital as Investment Bankers
----------------------------------------------------------
FFC Holding, Inc. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to hire
Resilience Capital Advisors LLC as their investment bankers to
assist them with the anticipated sale of substantially all of
the operating assets of Freedom Forge.

The Debtors believe that the services of Resilience Capital are
necessary for them to maximize the value of their estates.
Resilience Capital will conduct an ongoing review of its files
to ensure that no conflicts of other disqualifying circumstances
exist or arise.

As investment bankers, Resilience Capital is expected to:

      a) advise the Debtors on the financial aspects of the
         strategic sale transaction that it is negotiating with
         Farrel & Company and Citicorp Capital Investors, Ltd. or
         a second party that has submitted a written expression
         of interest;

      b) assist the Debtors in all aspects of soliciting
         proposals including:

           i) identifying alternative prospective purchasers for
              the assets;

          ii) preparing appropriate offering materials for use
              with such Competing Bidders;

         iii) organizing and maintaining a "data room" to
              facilitate due diligence review by Competing
              Bidders;

          iv) assisting the Debtors in meetings with and
              presentations to Competing Bidders; and

           v) structuring business procedures to govern the
              solicitation and consideration of Competing Bids.

      c) analyze and assist the Debtors in evaluating the
         financial aspects of any Competing Bids;

      d) assist the Debtors in conducting an auction for its
         strategic assets; and

      e) provide expert testimony that may be required by the
         Court.

The Debtors agree to pay Resilience Capital:

      a) a fixed monthly cash advisory fee of $50,000 per month
         during the term of the engagement; and

      b) a Transaction Fee payable in the event the sale of the
         Freedom Forge Assets is successfully completed:

         -- if the Debtors executes an agreement with one of the
            Existing Offerors to act as a stalking horse bidder,
            the Debtors shall pay Resilience Capital a cash fee
            equal to 3% of that portion of the Transaction Value
            that exceeds the amount of the Stalking Horse Offer;

         -- if the Debtors do not execute an agreement with one
            of the Existing Offerors to act as a stalking horse
            bidder, the Debtors shall pay Resilience Capital a
            cash fee of 1.75% of the Transaction Value.

FFC Holding, Inc. filed for Chapter 11 protection on July 13,
2001. Christopher James Lhulier, Esq. and Laura Davis Jones,
Esq. at Pachulski Stang Ziehl Young represent the Debtors in
their restructuring efforts.


FLAG TELECOM: Taps Gibson Dunn as Attorneys in Chapter 11 Cases
---------------------------------------------------------------
FLAG Telecom Holdings Limited, and its debtor-affiliates ask for
Court authority to employ Gibson, Dunn & Crutcher LLP, or GDC,
as their attorneys in the Chapter 11 cases.

Kees van Ophem, FLAG's Secretary and General Counsel, tells the
Court that GDC was initially retained by the Debtors in June
2001 to provide transactional, regulatory, litigation and other
general practice legal services. Since February 15, 2002, the
Debtors have employed GDC under a general retainer as their
attorneys for the restructuring of their bank and bond debt and
for the possible commencement of their Chapter 11 cases.

As a result of its prior services on behalf of the Debtors, GDC
has become thoroughly familiar with the Debtors' business
operations, financial affairs and corporate structure, Mr. van
Ophem says. During last year, the Firm has been integrally
involved in the Debtors' negotiations with certain note-holders,
the Debtors' bank creditors and certain counter-parties to the
Debtors' critical contracts regarding the restructuring of the
Debtors' major debt obligations. In addition, GDC has assisted
the Debtors in exploring several strategies for proceeding
through and exiting from their Chapter 11 cases.

Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher LLP, tells the
Court that GDC is an international law firm with more than 750
attorneys.  It has extensive expertise and experience in the
fields of debtors' and creditors' rights and business
reorganizations under Chapter 11 of the Bankruptcy Code.  It has
experience in all areas of the law that typically arise in the
context of a case under Chapter 11.

The Firm maintains offices in New York City and several other
cities in the United States.  It also has offices in London,
Paris and Munich.

GDC is expected to perform services such as:

       (a) provide legal advice to the Debtors in respect of
           their powers and duties as debtors in possession;

       (b) take all necessary action to protect and preserve the
           Debtors' estates, including the prosecution of actions
           on the Debtors' behalf, the defense of any actions
           commenced against the Debtors, the negotiation of
           settlements concerning all litigation in which the
           Debtors are involved, and the objection to claims
           filed against the estates;

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

       (d) negotiate and prepare on behalf of the Debtors a plan
           or plans of reorganization and all related documents,
           and to prosecute the plan through the confirmation
           process; and

       (e) perform all other necessary or appropriate legal
           services in connection with the Chapter 11 cases and
           in connection with any other matter as requested by
           the Debtors.

                           Compensation

On or about March 20, 2002, GDC received a retainer payment from
the Debtors in the amount of $1,000,000. Combined with amounts
previously paid to GDC on a retainer basis, GDC is currently
holding a retainer in the amount of $1,150,000. That sum,
adjusted for any accrued unpaid pre-petition fees and expenses,
will be held as security for GDC's post-petition services and
related expenses.

Mr. Reilly says the Firm will seek compensation for its
professional services on an hourly basis:

Attorney (Paralegal)          Practice Area         Hourly Rate
--------------------          --------------        -----------
Conor D. Reilly               Restructuring           $700
Steven Finley                 Corporate               $675
John C. Millian               Litigation              $525
Janet M. Weiss                Restructuring           $550
M. Natasha Labovitz           Restructuring           $420
Kimberley Woolley             Corporate               $400
Craig A. Bruens               Restructuring           $400
Paul H. Guillotte             Restructuring           $400
Sarah K. Larcombe             Restructuring           $320
Joseph Furst                  Restructuring           $320
Richard Neznamy               Paralegal               $195
Malka Resnicoff               Paralegal               $140

In addition, the Firm plans to seek reimbursement of actual,
necessary expenses and other charges incurred, Mr. Reilly says.

                         Disinterestedness

Mr. Reilly tells the Court that to ensure compliance with the
Bankruptcy Code and the Bankruptcy Rules regarding retention of
professionals and in accordance with the Firm's disclosure
procedures, the Firm has:

     a. Developed a comprehensive list, or Retention Checklist,
        of the types of entities who may have contacts with the
        Debtors.  The list was developed through discussions with
        the GDC attorneys who have provided services to the
        Debtors and in consultation with the management of the
        Debtors;

     b. Obtained from the Debtors information that is responsive
        to the Retention Checklist. Specifically, GDC personnel
        conducted several inquiries with management of the
        Debtors to identify the entities encompassed by the
        categories included on the Retention Checklist;

     c. Assembled a list of the names of entities that may be
        Parties In Interest to the Chapter 11 cases and
        Potential Parties In Interest.  This list was created
        using the Retention Checklist, the information provided
        by the Debtors, and additional information identified by
        GDC;

     d. Compared each of the Potential Parties In Interest to the
        names that GDC has compiled into a master Client Database
        from its conflict clearance and billing records.  This
        database is comprised of the names of the entities for
        which any attorney time charges have been billed. The
        Client Database includes the name of each current or
        former client, the names of the parties who are or were
        related or adverse to such current or former client, and
        the names of the GDC personnel who are or were
        responsible for current or former matters for such
        clients;

     e. Identified in a Client Match List any matches between the
        Client Database and the List of Potential Parties In
        Interest, together with the names of the respective GDC
        personnel responsible for current or former matters for
        the entities on the Client Match List; and

     f. Had an attorney review the Client Match List to delete
        obvious name coincidences and individuals or entities
        that were adverse to GDC's client in both this matter and
        the matter referenced on the Client Match List. The
        remaining client connections were compiled for purposes
        of this declaration.

Mr. Reilly submits these lists that are the product of
implementing the GDC disclosure procedures and are based on the
relationship of the indicated entities with the Debtors:

  A. The Debtors' Bank Lenders

     Mr. Reilly relates that it appears that these parties, or
     one or more affiliates of certain of such parties, may be
     considered to be (1) a current client of GDC in matters
     unrelated to the Chapter 11 cases, or (2) a former client of
     GDC in matters unrelated to the Chapter 11 cases:

          A.1.  Dresdner Bank AG
          A.2.  Bank of Scotland
          A.3.  DG Bank
          A.4.  De National
          A.5.  Bayerische
          A.6.  Landesbank Hessen
          A.7.  Credit Lyonnais
          A.8.  KBC Finance
          A.9.  Mistsubishi Trust
          A.10. Erste Bank
          A.11. Sumitomo
          A.12. City National
          A.13. Southern California Edison
          A.14. 1199 Healthcare Employers
          A.15. Brown & Williamson
          A.16. American Skandia
          A.17. Barclays Bank, PLC
          A.18. Westdeutsche Landsbank Girozentrale

  B. The Debtors' Indenture Trustees and the Debtors' Known
     Bondholders or Potential Members of any Ad Hoc Bondholder
     Committee

     Mr. Reilly relates that it appears that these parties, or
     one or more affiliates of certain of such parties, may be
     considered to be (1) a current client of GDC in matters
     unrelated to the Chapter 11 cases, or (2) a former client of
     GDC in matters unrelated to the Chapter 11 cases:

          B.1.  IBJ Schroder Bank & Trust Company
          B.2.  The Bank of New York
          B.3.  PPM America Inc.
          B.4.  Goldman Sachs
          B.5.  Putman Investments
          B.6.  Greenwich Capital
          B.7.  Wellington Management
          B.8.  Trust Company of the West
          B.9.  Salomon Brothers
          B.10. Pacific Life
          B.11. Hartford Financial Services Group Inc.
          B.12. Bank of Montreal
          B.13. Colonial Management Associates Inc.,
          B.14. Smith Barney
          B.15. Wells Fargo Capital Markets
          B.16. AIG Life
          B.17. American Express Financial Corp.
          B.18. American Home Assurance
          B.19. Amerihealth HMO
          B.20. Appaloosa Investment L.P.
          B.21. Aragon Investment Ltd.
          B.22. Bankers Life Insurance
          B.23. Commerce & Indus Insurance
          B.24. Credit Suisse
          B.25. Deutsche Banc Securities
          B.26. Dresdner Bank Luxembourg SA,
          B.27. First Allmerica Financial Life Insurance
          B.28. Hartford Investment Management Co.
          B.29. HSBC Bank PLC Global Investment Services
          B.30. Investor Fiduciary Services Inc.
          B.31. Inter-State Assurance
          B.32. Jackson National Life
          B.33. John Hancock
          B.34. JP Morgan Investment
          B.35. LaFayette Life Insurance
          B.36. LaSalle Bank N.A.
          B.37. Lincoln National Life
          B.38. Lutheran Brotherhood
          B.39. Massachusetts Financial Services (MFS)
          B.40. Mediolanum International
          B.41. Nordea Bank Danmark
          B.42. Paul Revere Insurance
          B.43. Payden & Rygel
          B.44. PIMCO Advisors
          B.45. Provident Life
          B.46. SAC Capital Associates
          B.47. Security Management
          B.48. SEI Investments
          B.49. Sun American Asset
          B.50. TCW Group Inc.
          B.51. TIAA-CREF
          B.52. UBS Warburg LLC
          B.53. Unum Life Insurance Co.
          B.54. Vanguard Group
          B.55. Varde Investment Partners LP
          B.56. Wellington Management
          B.57. York Capital Management

  C. Debtors' Major Shareholders

     Mr. Reilly says it appears that these parties, or one or
     more affiliates of certain of such parties, may be
     considered to be (1) a current client of GDC in matters
     unrelated to the Chapter 11 cases, or (2) a former client of
     GDC in matters unrelated to the Chapter 11 cases:

          C.1.  Verizon International Holdings Inc.
          C.2.  TelecomAsia Corporation Public Co. Ltd.
          C.3.  Marubeni Corporation
          C.4.  Dallah Albaraka
          C.5.  Rathburn Limited
          C.6.  Tyco International Ltd.

     Mr. Reilly explains that GDC represented Dallah Albaraka and
     its subsidiary Rathburn Limited in connection with a loan by
     Barclays to Rathburn Limited. Rathburn Limited owns a block
     of shares of FTHL, which it pledged to secure the loan. Mr.
     Reilly says the Debtors do not believe that the
     representation created any conflicts and was not adverse
     to the Debtors.

  D. Debtors' Critical Vendors/Suppliers

     Mr. Reilly tells the Court that these parties, or one or
     more affiliates of certain of such parties, may be
     considered to be (1) a current client of GDC in matters
     unrelated to these cases, or (2) a former client of GDC in
     matters unrelated to the Chapter 11 cases:

          D.1.  Alcatel
          D.2.  Alcatel Submarine Networks
          D.3.  Level 3 (Bermuda) Ltd.
          D.4.  Level 3 Communications Limited
          D.5.  Global Crossing
          D.6.  Asia Global Crossing

  E. Debtors' Major Customers

     Mr. Reilly tells the Court that these parties, or one or
     more affiliates of certain of such parties, may be
     considered to be (1) a current client of GDC in matters
     unrelated to these cases, or (2) a former client of GDC in
     matters unrelated to the Chapter 11 cases:

          E.1.  Bell Atlantic Global Systems Company
          E.2.  Telecom Egypt
          E.3.  Qwest
          E.4.  Sprint
          E.5.  CWC

  F. Parties in Litigation with the Debtors

     Mr. Reilly says these parties, or one or more affiliates of
     certain of such parties, may be considered to be (1) a
     current client of GDC in matters unrelated to these cases,
     or (2) a former client of GDC in matters unrelated to the
     Chapter 11 cases:

          F.1.  PSINet Inc.
          F.2.  PSINet Telcom Limited
          F.3.  PSINetworks SARL
          F.4.  PSINetworks Company

  G. Debtors' Major Creditors (to the extent not already
     disclosed in another category)

     Mr. Reilly tells the Court that these parties, or one or
     more affiliates of certain of such parties, may be
     considered to be (1) a current client of GDC in matters
     unrelated to these cases, or (2) a former client of GDC in
     matters unrelated to the Chapter 11 cases:

          G.1.  American Stock Transfer & Trust Co.
          G.2.  The Depository Trust Company
          G.3.  Financial Services Authority
          G.4.  Financial Times
          G.5.  Latham & Watkins
          G.6.  Moody's Investor Services
          G.7.  PriceWaterhouseCoopers
          G.8.  Agelent Technologies UK Ltd.
          G.9.  CIENA,
          G.10. Freshfields Bruckhaus Deringer
          G.11. New World Telephone
          G.12. Networks Solutions Inc.
          G.13. Cushman & Wakefield Inc.
          G.14. Tishman Real Estate Management
          G.15. Trammell Crow Company
          G.16. Zaffire
          G.17. MetroMedia Fiber Networks
          G.18. Centerpoint Broadband Technologies
          G.19. Communications Supply Corporation
          G.20. Erector Specialist
          G.21. Lucent

  H. Debtors' Professionals

     Mr. Reilly tells the Court that these parties, or one or
     more affiliates of certain of such parties, may be
     considered to be (1) a current client of GDC in matters
     unrelated to these cases, or (2) a former client of GDC in
     matters unrelated to the Chapter 11 cases:

          H.1.  The Blackstone Group
          H.2.  Credit Suisse First Boston
          H.3.  Appleby Spurling & Kempe
          H.4.  Auther Anderson & Co.

Mr. Reilly says that except as disclosed, GDC currently does not
believe that it represents any entities that are Claimants or
Parties In Interest in the Debtors' Chapter 11 cases.  It also
does not represent any Claimants in connection with the pending
cases or have any relationship with any such entity, attorneys
or accountants that would be adverse to the Debtors or their
estates. (FLAG Telecom Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FLEMING COMPANIES: Completes Sale of $260MM Senior Sub Notes
------------------------------------------------------------
Fleming Companies, Inc. (NYSE: FLM) has completed the sale of
$260 million of Senior Subordinated Notes due May 1, 2012.  The
notes were sold with a 9-7/8% coupon at a price at issue of
98.436% to yield 10-1/8%. The net proceeds of the offering will
be used to redeem Fleming's currently outstanding $250 million
10-1/2% senior subordinated notes due 2004. Fleming issued a
formal Notice of Redemption for the 2004 notes Monday.

The Senior Subordinated Notes will not be, and have not been,
registered under the Securities Act of 1933, as amended, and
unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state
securities laws.  This press release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of the Senior Subordinated Notes in any state
in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws
of any such state.

                            *   *   *

As previously reported, a 'B+' rating was assigned to Fleming
Cos. Inc.'s proposed $260 million senior subordinated notes due
in 2012 on April 3, 2002. Proceeds of the new issue will be used
to redeem the company's $250 million 10.5% senior subordinated
notes due in 2004.

Fleming's corporate credit rating at 'BB' and other ratings were
also affirmed at that time. Credit rating outlook is negative.


FRIEDE GOLDMAN: Expects to Emerge from Bankruptcy Soon
------------------------------------------------------
Friede Goldman Halter, Inc. (OTCBB:FGHLQ) (FGH) announced the
filing of Form 10-K with the Securities and Exchange Commission.
The document is available on-line at the SEC's Web site at
http://www.sec.govand the company says a printed copy will be
available in a few weeks.

The company reported a loss for the year ending December 31st
2001 of $401.6 million. The complete financial statements and
management's analysis of the results can be reviewed in the Form
10-K. Of the total loss, $370.3 million relates to non-cash
items including goodwill amortization and impairment,
depreciation, loss provisions on disposition of assets,
inventory write-downs, and subordinated note related write-offs.
Additionally, $37.6 million relates to other items including
professional fees, income tax provision adjustments and certain
contract loss liabilities that were due to the Chapter 11 filing
and subsequent events. EBITDA (Earnings Before Interest, Taxes,
Depreciation and Amortization) before the unusual events
described above and the gain from the sale of our French
subsidiary equaled a positive $6.4 million.

Jack Stone, Chief Executive Officer of Friede Goldman Halter
stated, "The results reported for 2001 reflect the accounting
treatment of previously reported operating issues, operating
within a Chapter 11 bankruptcy process and reflect appropriate
accounting treatment of past events, and are largely non-cash.
The Plan of Reorganization filed with the Bankruptcy Court on
March 22, 2002 reflects the latest Company business plan that is
believed to be in the best interest of creditors. Friede Goldman
Offshore and Halter Marine will be returning to their core
businesses with a positive attitude on the part of the officers
and employees. Each of these business units are strong
competitors in their markets and as reorganized business' will
be formidable competitors both operationally and financially.
Management's commitment to our valued customers and suppliers
has been the primary objective for many months and we have
appreciated their strong support and endorsement. With the
filing of the Plan of Reorganization, the emergence from
bankruptcy is in sight."

Friede Goldman Halter is a world leader in the design and
manufacture of equipment for the maritime and offshore energy
industries. Its operating units are Friede Goldman Offshore
(construction, upgrade and repair of drilling units, mobile
production units and offshore construction equipment), Halter
Marine, Inc. (a significant domestic and international designer
and builder of small and medium sized vessels for the
government, commercial, and energy markets). The two remaining
operating units FGH Engineered Products Group (design,
manufacture of cranes, winches, mooring systems and marine deck
equipment), and Friede & Goldman Ltd. (naval architecture and
marine engineering) will soon be sold to other companies.


GEOKINETICS INC: Negotiations to Convert Debt to Equity Continue
----------------------------------------------------------------
Geokinetics Inc. (OTC Bulletin Board: GEOK) is continuing
negotiations with certain debt holders to convert a substantial
amount of the Company's outstanding debt into equity.  On April
2, 2002, Geokinetics reported to the Securities and Exchange
Commission the Company's efforts to restructure its balance
sheet and delay the filing of its annual report for the fiscal
year ended December 31, 2001.

Thomas J. Concannon, Vice President and Chief Financial Officer
of Geokinetics, commented, "The pending restructuring will not
affect the Company's ability to service its customers and that
it would continue to operate on a business as usual basis with
regard to its employees, customers, and vendors.  Despite a
challenging economy, we are seeing signs of improvement.
Restructuring of the balance sheet, combined with our continuing
cost cutting and asset control efforts, will provide Geokinetics
with the financial flexibility to execute our business
objectives.  We expect that the outcome of the current
negotiations will significantly benefit the company for the
long-term and will further enhance our competitive position."

Mr. Concannon added, "While it is premature to predict the
timing and ultimate outcome of our balance sheet restructuring
efforts, Geokinetics remains committed to working diligently to
improve its financial condition. Geokinetics expects to complete
its required filing with the SEC immediately after the
conclusion of negotiations with its debt holders."

Geokinetics Inc., based in Houston, Texas, is a provider of
seismic data processing and acquisition services through its
subsidiaries, Geophysical Development Corporation and Quantum
Geophysical, Inc.


GLOBALSTAR L.P.: Fourth Quarter Net Loss Slides-Up to $184 Mill.
----------------------------------------------------------------
Globalstar, the global mobile satellite telephone service
provider, released its results for the fourth quarter and full
year ending December 31, 2001.

During the fourth quarter, the company saw continued growth in
service usage among maritime and other vertical industries,
though overall usage declined largely due to seasonal
fluctuations. The estimated number of mobile and fixed
Globalstar subscribers rose to 66,000 at the end of 2001, an
increase of 12% from the previous quarter.

Globalstar L.P.'s net loss applicable to ordinary partnership
interests increased to $184 million in the fourth quarter of
2001, compared with a net loss of $129 million in the third
quarter. The increased loss was due principally to one-time
costs relating to restructuring and other activities.

All Globalstar gateways remain in operation, processing all
calls as usual, and the company plans to further expand service
coverage in the future. In the year 2001, the company introduced
service across Turkey, Central Asia, and previously unserved
portions of the Middle East and Brazil, and it also expanded
coverage across several maritime areas, including portions of
the Pacific Ocean between Korea, Japan and Taiwan, as well as
across the Tasman Sea and the Caribbean.

"Globalstar continues to provide reliable, high-quality
satellite phone service," said Olof Lundberg, chairman and CEO
of Globalstar. "With our reorganization filing in February, our
restructuring has now begun in earnest. We have achieved several
initial milestones, including granting of our first day motions,
and we remain committed to completing this work within this
year. We look forward to emerging from the restructuring process
as a new, vibrant company.

"At the same time, our regular business is not standing still.
While the restructuring goes on, we are expanding into new
geographic regions, and we are developing and introducing new
products and services. Once our restructuring is complete,
including fully consolidating some gateway operations and
implementing new marketing and pricing plans, we expect the pace
of market penetration and sales to increase substantially."

                          Financial Results

A full discussion of Globalstar's financial performance for the
fourth quarter and full year can be found in the company's
Annual Report on Form 10-K, to be filed shortly with the U.S.
Securities and Exchange Commission. Highlights are as follows:

      - For the full year 2001, Globalstar recorded a 260%
increase of minutes of use (MOUs) to 23.9 million from 6.6
million in 2000. The company recorded a total of 7.0 million
MOUs, including both mobile and fixed service, in the fourth
quarter, representing a 6% decrease in traffic over the previous
quarter. Much of this decline was due to a slowdown in usage
during the year-end holiday period, a trend that was noted
during the same period in 2000.

      - For the full year 2001, total revenues increased 75% to
$6.4 million. Total revenue increased to $1.6 million in the
fourth quarter, up from $1.5 million in the third quarter,
largely reflecting Globalstar acquisition of the majority
interest in the Canadian service provider operation in mid-
December.

      - Globalstar took extensive measures throughout 2001 to
reduce operating costs, including an overall reduction in
headcount. As had been announced earlier, headcount was reduced
from 439 at the beginning of the year to 124 by year-end.
Globalstar ended the year with $55.6 million cash on hand, and
at the time of Globalstar's bankruptcy filing, February 15,
2002, the company had approximately $46 million in cash.

      - Globalstar, L.P. (GLP) reported a net loss applicable to
ordinary partnership interests for the quarter of $184 million,
compared with the previous quarter's loss of $129 million, and a
loss of $602 million for the full year, compared with a loss of
$3.8 billion in 2000, which reflected a one-time $2.9 billion
write-down of company assets. The current quarter's loss is
equivalent to $2.82 per partnership interest, which converts to
a loss of $0.50 per share of Globalstar Telecommunications
Limited (GTL). For the full year, GLP's loss is equivalent to
$9.26 per partnership interest, for a loss of $1.54 per share of
GTL.

                          Restructuring Plan

In mid-February 2002, Globalstar filed a voluntary petition
under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court in Delaware, and the company is continuing to
work with its creditors and the court to finalize a formal
business plan aimed at restructuring the company's finances and
allowing the newly organized company to successfully emerge from
the Chapter 11 process. Globalstar expects to submit this
business plan to the Court during the second quarter of 2002,
and, assuming the plan is accepted, the company intends to
emerge from the bankruptcy process as rapidly as possible.

Under this plan, Globalstar believes it can achieve cash flow
breakeven with less additional funding than would have been
required under the company's earlier business model. The company
is currently in discussions with a number of potential investors
to meet this requirement.

                 Sales and Marketing Operations

In the fourth quarter, Globalstar saw a drop in overall usage in
part due to year-end holidays when many business users slowed
their operations. Nevertheless, the company has continued to add
subscribers in several key markets. In South Korea, for example,
Globalstar's local service provider, Dacom, has seen a
substantial rise in call traffic due to an increased focus on
the commercial maritime market. Dacom is also in discussion with
Japanese regulatory authorities to introduce Globalstar service
in that country.

Mr. Lundberg said, "While we continue to see strong interest in
Globalstar service around the world, in late 2001 many potential
customers indicated to us that they were holding back on
purchase decisions until our financial picture becomes more
clear. Now that we have initiated the formal restructuring
process, we have started the process of rebuilding."

In the fourth quarter of 2001, the company achieved several new
milestones in the area of sales and marketing, including:

      - Globalstar's service provider in Italy, Elsacom,
announced that Globalstar fixed maritime phone units were being
installed on all major vessels across the entire fleet of the
Italian Navy.

      - Roaming agreements continued to be implemented between
gateway operators, bringing the overall system close to ensuring
true universal roaming anywhere that Globalstar service is
available. Customers today can generally roam from their home
location to most other major geographic areas, and full
universal roaming is expected to be a feature of the new
business plan now under development as part of Globalstar's
restructuring.

      - Data software was introduced in Telit phones, making data
services available for the first time from a Globalstar/GSM
handset. Data services have been available over the Qualcomm
GSP-1600 handset, used in CDMA/AMPS markets, since late 2000. In
early 2002, Sea Tel, a major maritime telecommunications vendor,
introduced the MCM-3, a 28.8 kbps terminal for use with the
Globalstar system, and AeroAstro, a producer of small satellites
and related technology, has begun development with Globalstar of
a very small simplex modem for use in remote sensing and asset
tracking applications.

      - Usage of Globalstar service across maritime industries
and seagoing naval vessels continued to climb, and in the fourth
quarter this sector represented nearly 20% of Globalstar's
service revenue. This confirms the very high utility of the
Globalstar service to this important market segment, at an
extremely competitive price.

      - Interest in Globalstar service continued to grow for
public safety. In late 2001, Globalstar signed a contract to
provide 1,500 phones to the National Communications Service, an
agency within the executive branch of the U.S. Government
responsible for emergency telecommunications preparedness. Many
of the phones are already in use, and recently served as a
backup communications network for law enforcement and security
officials during the 2002 Winter Olympics.

      - In the fourth quarter, Qualcomm held a number of public
demonstrations of its MDSS Globalstar communications system,
which can provide high-capacity data, voice and video
communications to and from commercial aircraft for security and
avionics applications.

      - In late 2001, Globalstar acquired the equity stakes in
Globalstar's Canadian service operations previously owned by
Vodafone Group Plc., and steps are being taken to acquire
further equity in these operations from Loral Space &
Communications.

Globalstar is also in the process of acquiring from Vodafone
full ownership of Globalstar USA and Globalstar Caribbean,
subject to FCC and other regulatory approvals. These steps are
part of the company's overall strategy of consolidating
operations in key markets to provide greater integration and
control over sales and marketing activities.

                           System Update

The satellite constellation continues to perform well with high
rates of call retention and call completion. Over the past 13
months, seven of the company's 48 operational satellites
experienced anomalies and were taken out of service. However,
three of the satellites rapidly recovered and two more are
showing signs of recovery. Only two satellites have been
declared failed, and they have been replaced by two on-orbit
spares. A third on-orbit spare was put into service pending
recovery work of one anomalous satellite.

As a result, by the end of April, the Globalstar constellation
will have 47 satellites in operation with one on-orbit spare,
and the company continues to work toward the recovery of the two
remaining satellites. Meanwhile, in spite of these anomalies,
service availability has been at 97.92%, with services
interruptions of only a few minutes per day and generally only
in lower and higher latitudes. With one or possibly more spares
available, the company expects to eventually restore the
constellation to its full 48-satellite configuration,
eliminating service outages completely.

Globalstar is a provider of global mobile satellite
telecommunications services, offering both voice and data
services from virtually anywhere in over 100 countries around
the world. For more information, visit Globalstar's Web site at
http://www.globalstar.com

Globalstar Capital Corporation's 11.5% bonds due 2005 (GSTAR4)
are quoted at a price of 10.5, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GSTAR4for
real-time bond pricing.


HCI DIRECT INC: Case Summary & 50 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: HCI Direct, Inc.
              3369 Progress Drive
              Bensalem, Pennsylvania 19020

Bankruptcy Case No.: 02-11141

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Hosiery Corporation International, Inc.    02-11142
      The Stonebury Group, Inc.                  02-11143
      U.S. Textile Corporation                   02-11144

Type of Business: HCI Direct (formerly Hosiery Corporation of
                   America) sells women's hosiery under the
                   Silkies brand name; it also sells knee-highs,
                   socks, and tights for girls. The company
                   manufactures about 80% of its products and
                   contracts for the rest. HCI Direct sells its
                   hosiery primarily by direct mail; it also
                   sells through its Web site. The company,
                   founded in 1974, has operations in Canada,
                   France, Germany, Japan, the UK, and the US.
A
                   fund managed by Kelso & Company owns about
                   70% of the HCI Direct.

Chapter 11 Petition Date: April 15, 2002

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Mark S. Chehi, Esq.
                   Skadden, Arps, Slate, Meagher & Flom
                   One Rodney Square, P.O. Box 636
                   Wilmington, Delaware 19899-0636
                   302 651-3000
                   Fax : 302-651-3160

                   and
                   Jay M. Goffman, Esq.
                   Skadden, Arps, Slate, Meagher & Flom
                   Four Times Square
                   New York, New York 10036
                   212 735-3000

Estimated Assets: $50 Million to $100 Million

Estimated Debts: More than $100 Million

Debtor's 50 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
United States Trust Company   Public Debt          $81,496,528
  of New York as Indenture
  Trustee for 13-3/4% Senior
  Notes Due 2002
Attn: Corporate Trust Department
114 W. 47 Street
New York, New York 10036

Suzanne Roper                 Contract               $558,317
3 Iris Court
Newtown, Pennsylvania 18940

Solar Communications Inc.     Trade
Debt              $311,864
Attn: Frank Huditz, President
Department 73264
Chicago, Illinois 60673-7264

Unifi, Inc.                   Trade Debt              $160,300

Internal Revenue Service      Tax                     $102,979

Creative Mailings Solutions   Trade Debt               $52,464

Pennsylvania Bureau of        Tax                      $45,204
  Employee Tax Operations/
  Department of Labor & Industry

SC Employment Security        Tax                      $42,822

BeanyRock, Inc.               Trade Debt               $41,711

Regal Manufacturing Company   Trade Debt               $38,138

Retrieval Masters Credit      Trade Debt               $37,600

SAS Institute, Inc.           Trade Debt               $36,474

Three Z printing Company      Trade Debt               $36,085

Bennett Bros. Inc.            Trade Debt               $34,724

Henry M. Greene & Associates, Services                 $31,909
  Inc.

Huxley Envelope Corporation   Trade Debt               $29,942

MSP                           Trade Debt               $26,304

Parker Hosiery Co., Inc.      Trade Debt               $26,236

Market Incentives Corporation Trade Debt               $25,017

Sonitek Ltd.                  Trade Debt               $22,756

Ray Wall                      Trade Debt               $21,361

Art View Packaging Company    Trade Debt               $20,065

Employment Security           Tax                      $13,361
  Commission of NC

Berlin & Jones Company, Inc.  Trade Debt               $10,066

I.B.M.                        Trade Debt               $15,855

McIntyre & King Limited       Tax                      $11,466

South Carolina Department     Trade Debt               $13,266
  Of Revenue

Trico Packaging               Trade Debt                $9,258

Spectra Graphics              Trade Debt                $9,216

ICC Services LLC              Trade Debt                $6,555

Ecometry Corporation          Trade Debt                $3,964

Broad Data Systems, Inc.      Trade Debt                $3,403

City of Philadelphia          Tax                       $3,242

OcePrinting Systems USA, Inc. Trade Debt                $3,175

North Carolina Department     Tax                       $2,925
  Of Revenue

PA Department of Revenue      Tax                       $6,949

USPS Disbursing Officer       Trade Debt                $2,300

Storage Technology Corp.      Trade Debt                $2,171

C.I. Contract Logistik AG     Trade Debt                $2,075

Korman Communities            Trade Debt                $1,850

Bensalem Township MBIA        Tax                       $1,780
  Muniserves Camp

United Parcel Service         Trade Debt                $1,558

United Recovery Services      Trade Debt                $1,300

Data Voice networks, Inc.     Trade Debt                $1,258

CAS                           Trade Debt                $1,177

Freight Traffic Service       Trade Debt                $1,036

Verizon                       Trade Debt                $1,005

American Staffing Resources   Services                    $943

Freight Traffic Service       Trade Debt                  $916

Waste Management Philadelphia Trade Debt                  $763


INTEGRATED HEALTH: Gets OK to Execute Replacement DIP Facility
--------------------------------------------------------------
At the Debtors' behest, the Court issued a Final Order
authorizing Integrated Health Services, Inc. to execute and
deliver the DIP Facility and to perform their obligations under
the Credit Agreement.  The Debtors are authorized and obligated
to pay all facility commitment and other fees and expenses,
including, without limitation, all reasonable fees and expenses
of professionals engaged by the Agents or any Lender, in
accordance with the terms of the DIP Facility.

The Court's order also provides that:

-- In accordance with Bankruptcy Code sections 364(c)(l) and
    507(b), the Obligations under the DIP Facility shall
    constitute Super-Priority Claims with priority in payment
    over any and all administrative expenses, subject only to the
    Carve-Out, and shall at all times be senior to the rights of
    the Debtors, any successor trustee to the extent permitted by
    law, or any other creditor in the Cases or any subsequent
    proceedings under the Bankruptcy Code, including, without
    limitation, any Chapter 7 proceedings if any of the Debtors'
    cases are converted to a case under Chapter 7 of the
    Bankruptcy Code.

-- The "Carve-Out" shall include only claims of the following
    parties for the following amounts:

    (1) the unpaid fees of the United States Trustee or the Clerk
        of the Court payable pursuant to 28 U.S.C. Sec. 1930(a),

    (2) the aggregate allowed unpaid fees and expenses payable
        under sections 330 and 331 of the Bankruptcy Code to the
        Estate Professionals retained pursuant to an order of the
        Court by the Debtors or any statutory committee appointed
        in these Cases, and

    (3) the costs and expenses of the members of such Committee,
        not to exceed $3,000,000 in the aggregate.

-- As security for the payment and performance of all Post-
    Petition Obligations, the Agents and the Lenders are granted,
    effective immediately and without the necessity of the
    execution by the Debtors of financing statements, mortgages,
    deeds of trust, security agreements or otherwise, in
    accordance with sections 364(c)(2) and (3) of the Bankruptcy
    Code, a first priority, perfected security interest in and
    lien on all of the property and assets of each of the Debtors
    and their estates of every kind or type whatsoever, and all
    products and proceeds of all of the assets and property
    (collectively, the "Collateral"), subject only to (i) valid,
    enforceable, perfected and unavoidable liens of record as of
    the Petition Date and (ii) the Carve-Out.

-- Except as specifically provided in the Final Order, the
    security interests and liens granted to the Agents and the
    Lenders shall not be made on a parity with, or subordinated
    to, any other security interest or lien under section 364(d)
    of the Bankruptcy Code or otherwise. The security interests
    and liens granted to the Agents and the Lenders shall not be
    subject to any avoidance action available to the Debtors
    under Chapter 5 of the Bankruptcy Code.

-- The Debtors shall be permitted to pay compensation and
    reimbursement of expenses pursuant to sections 330 and 331 of
    the Bankruptcy Code or an order of the Bankruptcy Court, and
    such payments shall not reduce the Carve-Out, as long as

    (1) no unwaived Event of Default under section 7.01 of the
        DIP Facility has occurred; or

    (2) no Potential Default under section 7.01 of the DIP
        Facility has occurred; or

    (3) the Agents have not given the professionals appointed in
        the Cases and the United States Trustee written notice of
        the occurrence of any other Event of Default or Potential
        Default (each a "Carve-Out Event").

-- The Post-Petition Obligations shall be due and payable,
    without notice or demand, on the Termination Date.

-- The Debtors are authorized and directed to repay on the
    Closing Date any and all amounts due under the "Existing DIP
    Credit Agreement" by and among Integrated, as borrower,
    Citicorp USA, Inc., as agent, and certain lenders parties
    thereto, and to release any and all liens and security
    interests for the benefit of the Existing DIP Lenders,
    Citicorp and the other agents thereunder.

-- The Debtors are further authorized to take all actions and
    execute all documents, including, without limitation, a
    payout letter and a release and termination agreement, as
    appropriate, to effectuate such payout, fee and release
    arrangements, and to confirm the continuing indemnification
    provisions of the Existing DIP Credit Agreement and related
    loan documents;

    provided however, that

    (1) such continuing fee arrangements shall be secured only by
        the $550,000 cash collateral which the Debtors are
        providing to Citicorp USA, Inc. in connection with the
        termination of the Existing DIP Credit Agreement;

    (2) such continuing indemnification obligations shall be
        unsecured administrative claims which shall be junior
        only to the Super-Priority Claims granted to the Lenders;

    (3) such authorization shall not modify or expand the super-
        priority administrative claim given to the Existing DIP
        Lenders pursuant to prior orders of the Court.

    Upon the payment or other satisfaction of the obligations due
    under such documents, the Debtors shall be discharged and
    released of all claims and liabilities thereunder (including
    any liens or security interests granted thereunder).

-- As long as any portion of the Obligations remains unpaid, or
    any Post-Petition Loan Document remains in effect (without
    prejudice to other Events of Default set forth in the DIP
    Facility) it shall constitute an Event of Default if

    (a) there shall be entered any order dismissing any of the
        Cases, or an order with respect to any of the Cases shall
        be entered by the Bankruptcy Court, or the Debtors shall
        file an application for an order, converting any of the
        Cases to a case under Chapter 7 of the Bankruptcy Code,
        or

    (b) except as specifically set forth in the DIP Facility,
        there shall be entered in any of the Cases or any
        subsequent Chapter 7 case any order which authorizes

        (i)  the granting of any lien or security interest in any
             property of the Debtors in favor of any party other
             than the Agents and the Lenders, or

        (ii) the obtaining of credit or the incurring of
             indebtedness that is entitled to super-priority
             administrative status, in either case equal or
             superior to that granted to the Agents and the
             Lenders pursuant to the Final Order, or the Debtors
             seek any of the foregoing relief;

        under any section of the Bankruptcy Code, including
        Bankruptcy Code sections 105 or 364, unless, in
        connection with any transaction cited in clause (i) or
        (ii), such order requires that the Obligations shall
        first be indefeasibly paid in full (including
        collateralization of all guaranties in respect of Letters
        of Credit as provided in the DIP Facility).

-- The provisions of the Final Order and any actions taken
    pursuant to it shall survive the entry of any order

    (a) confirming any plan of reorganization in any of the Cases
        (and, to the extent not satisfied in full, the
        obligations shall not be discharged by the entry of any
        such order, or pursuant to Bankruptcy Code section
        1141(d)(4), each of the Debtors having irrevocably waived
        such discharge);

    (b) converting any of the Cases to a Chapter 7 case; or

    (c) dismissing any of the Cases,

    and the terms and provisions of the Final Order as well as
    the super-priority claims and liens granted pursuant to the
    Final Order and the Post-Petition Loan Documents shall
    continue in full force and effect notwithstanding the entry
    of any such order, and such super-priority claims and liens
    shall maintain their priority as provided by the Final Order
    and to the maximum extent permitted by law until all of the
    Obligations are indefeasibly paid in full and discharged.

-- The automatic stay pursuant to Bankruptcy Code Sec. 362(a)
    and any and all other stays and injunctions which are or may
    be applicable, are modified and vacated as to the Lenders and
    the Agents and all of their Collateral, so that if an Event
    of Default occurs, the Lenders and their Agents shall be
    entitled to terminate the Post-Petition Financing and/or to
    exercise any and all of their rights and remedies under the
    DIP Facility, the other Post-Petition Loan Documents and the
    Final DIP Order, subject to paragraph of the Final Order
    which contains more detail provisions in this regard.

-- Except as expressly permitted by the DIP Facility, the
    Debtors will not, at any time during these Cases, grant
    mortgages, security interests or liens in the Collateral or
    any portion thereof to any other parties pursuant to section
    364 of the Bankruptcy Code or otherwise.

-- As long as any portion of the Post-Petition Obligations
    remains unpaid, or any Post-Petition Loan Document remains in
    effect, the Debtors shall not assume, and no Order shall be
    entered authorizing the assumption of, any provider
    agreements between the Debtors and any governmental unit,
    without the prior written consent of the Agents; provided,
    however, that the Debtors shall not be required to obtain
    such prior written consent where the Debtors seek to assume
    and assign a provider agreement to a non-affiliated third
    party if (a) the Debtors are not obligated to cure any
    defaults in connection with such assumption and assignment,
    or (b) if the Debtors are obligated to cure defaults in
    connection with such assumption and assignment, the
    consideration which the Debtors will receive in connection
    with the assignment of such provider agreement is greater
    than the amount of cure damages which will be paid in order
    to assume such agreement.

-- Except as otherwise provided in the Final Order, pursuant to
    section 552(a) of the Bankruptcy Code, all property acquired
    by the Debtors after the Petition Date, including, without
    limitation, all Collateral pledged to the Lenders pursuant to
    the DIP Facility and the Final Order, is not and shall not be
    subject to any lien of any entity resulting from any security
    agreement entered into by the Debtors prior to the Petition
    Date, except to the extent that such property constitutes
    proceeds of property of the Debtors that is subject to a
    valid, enforceable, perfected and unavoidable lien existing
    as of the Petition Date.

-- Upon entry of this Order, the Agents and the Lenders shall be
    named as additional insureds on each insurance policy
    maintained by the Debtors which in any way relates to the
    Collateral.

-- The authority of the United States of America, on behalf of
    the Secretary of the United States Department of Health and
    Human Services (HHS), to collect pre-petition overpayments
    from the Debtors shall be governed by the Final Order and the
    HHS Stipulation dated as of February 11, 2000 between HHS and
    the Debtors.

-- Subject to the HHS Stipulation, any federal governmental
    unit, shall have no right to recoup provider reimbursement
    overpayments  made to any Debtor from any amounts due to any
    Debtor, other than to recoup such overpayments that arise
    under the same provider agreement or comparable applicable
    statutes, regulations, or arrangements, and in the same
    provider cost-year as the amounts due to such Debtor arise.
    This paragraph does not affect any offset rights permitted by
    an order of the Court or by a written post-petition agreement
    of the parties and entered into with the prior written
    consent of the Agents.

-- Any administrative expense claim allowed in favor of HHS
    pursuant to the HHS Stipulation and by separate order of the
    Court is and shall be subordinate to the liens and
    administrative claims granted to the Agents and the Lenders
    pursuant to the Final Order and the Post-Petition Loan
    Documents.

-- The liability of Premiere Associates, Inc. and its
    subsidiaries under the Guaranty shall be limited at any time
    to the sum of

    (a) the then-outstanding principal amount of all loans or
        advances made by Integrated to Premiere or the Premiere
        Subsidiaries, respectively, on or after the Closing Date,

    (b) the amount of Letter of Credit Guaranties issued solely
        for the benefit of Premiere and/or the Premiere
        Subsidiaries on or after the Closing Date, and

    (c) fees and interest with respect to either of the foregoing
        as set forth in the Post-Petition Loan Documents (for
        each of Premiere and the Premiere subsidiaries, its
        "Guaranty Limit").

-- The security interests and liens granted to the Agents and
    the Lenders in the Collateral of each of Premiere and the
    Premiere Subsidiaries shall secure only those amounts within
    the Guaranty Limit.

-- Nothing contained in the Final Order shall be deemed or
    construed as directing or otherwise affecting (a) the
    substantive consolidation of the Chapter 11 cases, or (b) the
    allocation of fees, costs and expenses among the Debtors
    (including, without limitation, Premiere and the Premiere
    Subsidiaries).

-- The Debtors may use the proceeds of the loans and advances
    made pursuant to the DIP Facility only for the purposes
    specifically set forth in the DIP Facility. No such loans or
    advances or any proceeds of the Collateral may be used by the
    Debtors or any other person or entity to investigate
    (including discovery proceedings), object to, contest or
    defend against the Post-Petition Obligations or other rights
    or interests of the Agent or the Lenders, including, without
    limitation, any actions under Chapter 5 of the Bankruptcy
    Code, against the Agents or the Lenders.

-- The Agents and the Lenders shall not be required to file
    financing statements, mortgages, deeds of trust, notices of
    lien or similar instruments in any jurisdiction or effect any
    other action to attach or perfect the security interests and
    liens granted under the Final DIP Order, the DIP Facility or
    any other Post-Petition Loan Documents.

-- Notwithstanding the foregoing, the Agents and the Lenders
    may, in their sole discretion, file a certified copy of the
    Final DIP Order or financing statements, mortgages, deeds of
    trust, notices of lien or similar instruments or otherwise
    confirm perfection of such liens, security interests and
    mortgages without seeking modification of the automatic stay
    under section 362 of the Bankruptcy Code and all such
    documents shall be deemed to have been filed or recorded at
    the time and on the date of the entry of the Final DIP Order.

-- In the event the Agents and the Lenders choose to file a
    certified copy of the Final DIP Order or financing
    statements, mortgages, deeds of trust, notices of lien or
    similar instruments, pursuant to 11 U.S.C. Sec. 1146(c), no
    recording, stamp, documentary stamp or mortgage fees, costs
    or taxes shall be imposed upon the Debtors, the Agents or the
    Lenders.

-- Having been found to be extending credit, issuing guaranties
    in respect of Letters of Credit and making Loans to the
    Debtors in good faith, the Agents and the Lenders shall be
    entitled to the full protection of Bankruptcy Code section
    364(e) with respect to the Obligations and the Liens created,
    adjudicated or authorized by the Final DIP Order in the event
    that this Order or any finding, adjudication, or
    authorization contained therein is stayed, vacated, reversed
    or modified on appeal. Any stay, modification, reversal or
    vacation of the Final DIP Order shall not affect (a) the
    validity of any Obligations of the Debtors to the Agents or
    the Lenders incurred pursuant to the Order, or (b) the
    validity of the liens, security interests and super-priority
    claims granted to the Agents and/or Lenders pursuant to the
    Order.

    Notwithstanding any such stay, modification, reversal or
    vacation, all Loans made and all guaranties issued and other
    Obligations incurred by the Debtors pursuant to the Final DIP
    Order in respect of Letters of Credit and the DIP Facility
    prior to the effective date of any such stay, modification,
    reversal or vacation shall be governed in all respects by the
    original provisions, and the Agents and the Lenders shall be
    entitled to all the rights, privileges and benefits,
    including without limitation, the liens, security interests
    and priorities granted in the Final DIP Order with respect to
    all such Obligations.

    Any objections to the Motion, to the extent not otherwise
    addressed or withdrawn, are overruled on the merits. These
    include the objections of the Mississippi State Tax
    Commission and the objection of the State of Maryland
    regarding taxes.

    The Mississippi State Tax Commission objected to the super-
    priority status of claims by the Lenders and Agents arising
    from the Debtors' obligations under the DIP Facility because
    Mississippi sales and withholding taxes that the Debtors
    incurred in connection with their operation of business are
    trust fund taxes that are required to be held in trust for
    payment to the MSTC. The MSTC claimed that neither the Agent
    nor the Lenders are entitled to any priority over these funds
    and the proposed Super Priority lien may not attach to these
    tax monies.

    The State of Maryland objected to the provision stating that
    "in the event the Agents and Lenders choose to file a
    certified copy of this Order or financing statements,
    mortgages, deeds of trust, notices of lien or similar
    instruments pursuant to Sec. 1146, no recording, stamp,
    documentary stamp or mortgage fees, costs or taxes and
    similar taxes shall be imposed upon Debtors, the Agents or
    the Lender." The State of Maryland notes that this represents
    a ruling regarding application of the Sec. 1146(c) exemption
    to their anticipated security instruments made or delivered
    in connection with their post-petition/pre-confirmation
    replacement financing with the intent that the ruling will be
    binding on the tax collectors of those states given notice of
    Debtors' motion and proposed Final Order. The State of
    Maryland claimed that the Tax Injunction Act applies and Tax
    Injunction Act, 28 U.S.C. Sec. 1341 precludes the federal
    courts from enjoining, suspending, or restraining the
    collection of taxes under state laws so long as those laws
    afford a plain, speedy, and efficient remedy in the state
    courts. The State of Maryland also argued that the Sec. 1146
    exemption is not applicable to instruments of transfer made
    or delivered before Confirmation of a Plan but in the motion
    the Debtors seek such exemption before confirmation of a
    plan. The State of Maryland argued that tax exemption under
    Sec. 1146(c) is not applicable to any instruments of transfer
    made or delivered before confirmation of Debtors' plan.
    (Integrated Health Bankruptcy News, Issue No. 33; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)


KAISER ALUMINUM: Asbestos Claimants Want to Hire Prof. Warren
-------------------------------------------------------------
In addition to the employment of the firm Caplin & Drysdale, the
Official Committee of Asbestos Claimants of Kaiser Aluminum
Corporation asks to hire Professor Elizabeth Warren as Special
bankruptcy Consultant to the firm Caplin & Drysdale, effective
February 25, 2002.

The Asbestos Committee anticipates that Professor Warren will
provide very limited services in this Bankruptcy Case. In
general, Mr. Thomas Craig believes that the professor's billable
hours will not exceed 10 hours per month and may be
significantly less. It is contemplated that she will work with
the firm Caplin & Drysdale as a consultant, providing advice and
guidance to the Committee through that firm in these and other 9
other asbestos-related bankruptcy cases in which the firm is
presently counsel to committees representing asbestos personal
injury claimants, including the cases that have been assigned
and consolidated under the Court.

Mr. Craig submits that Professor Warren will focus her efforts
on assisting Caplin & Drysdale in the reorganization plan
process. Although she will not be involved in the day-to-day
administration of the bankruptcy, she may be consulted by the
firm on other technical issues that may arise in the course of
the case.

Professor Elizabeth Warren is a distinguished academician, with
extensive teaching experience and numerous publications in the
field of bankruptcy law. She is the Leo Gottlieb Professor of
Law at Harvard Law School. In addition to her academic and
legislative activities, Dr. Warren is consulted by a number of
companies on mass tort issues.

Professor Warren has served in an advisory capacity for Dow
Chemical, the parent company of Dow Corning, in the early days
of the Dow Corning bankruptcy. She has also assisted the Johns
Manville Trust and the National Gypsum Trust in appellate
litigations. She has also served as an expert witness on behalf
of the National Gypsum Trust and the Fuller Austin Trust, which
were formed as part of the confirmation of a Chapter 11 plan in
mass tort asbestos bankruptcies.

The professor has also assisted in the preparation for petitions
for certiorari to the United States Supreme Court in 2 cases
involving future claims - in environmental context and in an
employee liability context. She has argued a case on behalf of
Fairchild Aviation and has filed an amicus brief in future
claims litigation involving Piper Aircraft.

Professor Warren is also working with the firm Caplin & Drysdale
as consultant involving the Babcock & Wilcox Company, Owens
Corning Corp., Pittsburgh Corning Corp. Armstrong World
Industries, Inc., Burns & Roe Enterprises, Inc., G-1 Holdings,
W.R. Grace & Company, United States Gypsum Corp., Federal Mogul
Global, Inc., and North American Refractories Company.

Subject to the Court's approval, Mr. Craig proposes to
compensate the professor on an hourly basis at the rate of $675
per hour, contrary to her customary billing rate of $700. To
avoid conflicts with Caplin & Drysdale's numerous non-bankruptcy
clients, Mr. Craig suggests, the professor not be a member, an
associate, or maintain a counsel relationship with the firm. She
will maintain her own time records and, to facilitate the
administrative process and minimize Professor Warren's
administrative time.  In the light of her limited role, Caplin &
Drysdale will incorporate Dr. Warren's time entries in its
billing statement and will bill for her services as part of the
firm's monthly and quarterly fee applications. (Kaiser
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


KMART CORP: Gets More Time to Make Lease-Related Decisions
----------------------------------------------------------
Judge Sonderby extends the period within which Kmart Corporation
must assume or reject its nonresidential real property leases
until July 31, 2003 -- for at least 270 Landlords.  Judge
Sonderby emphasizes that pending the assumption or rejection of
any Unexpired Lease, the Debtors shall timely perform all of
their obligations under those leases.

A hearing on the Debtors' motion regarding 20-some leases is
rescheduled for an evidentiary hearing on April 24, 2002 at
11:00 a.m. (Central Time) and the deadline for assuming or
rejecting those Leases is extended through that April 24
hearing.  (Kmart Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LTV CORPORATION: Will be Late in Filing Form 10-K with SEC
----------------------------------------------------------
On behalf of LTV Steel and its related and affiliated Debtors,
Glenn J. Moran announces that, in connection with the
implementation of the APP and as a result of the bankruptcy
proceedings, a significant portion of the Company's employees
have either left or been terminated. In addition, senior
management and remaining members of the Company's accounting and
finance staff have been required to devote substantially all of
their time and effort to matters relating to the implementation
of the APP. Finally, the APP limits the Company's expenditures
to preserve those resources for the Company's creditors, and the
APP contains no provision for expenditures related to the
compilation or audit of the Company's fourth quarter and full-
year 2001 financial statements. The Company asked permission of
its creditors (as it is required to do under the APP) to expend
the funds necessary to pay for the compilation and audit of the
required financial statements, but the request was denied on
March 21, 2002. The Company now expects to file an abbreviated
Form 10-K omitting the required financial statements pursuant to
Rule 12b-21 as being unavailable without unreasonable effort or
expense, but was unable to complete the abbreviated filing on
or prior to April 1, 2002 without unreasonable effort.

For all of the foregoing reasons, the Company is unable to file
its Annual Report on Form 10-K for the year ended December 31,
2001 within the prescribed time period without unreasonable
effort and expense.

                  And Won't Give Financial Data

"Due to the Company's bankruptcy proceeding, the related winding
down of the Company's operations and the on-going sale of the
Company's assets in connection with the implementation of the
APP, it is anticipated that the Company's results of operations
for the fiscal year ended December 31, 2001 will change
significantly from the results of operations for the fiscal year
ended December 31, 2000.  However, an estimate of these changes
cannot be made at this time because the Company does not have
the resources to create financial information in compliance with
generally accepted accounting principles ("GAAP"), and because
of the need to revise the Company's financial statements to
utilize the liquidation method of accounting as a result of the
implementation of the APP and related sale process.

"Pursuant to Rule 12b-21, the Company intends to omit from its
Annual Report on Form 10-K all financial data required to be
prepared in accordance with GAAP pursuant to Regulation S-X for
the periods reflected therein," LTV tells the SEC. (LTV
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


LICENSE ONLINE: Seeks Voluntary Chapter 11 Protection in WA
-----------------------------------------------------------
Bellevue, Washington-based License Online Inc. filed for chapter
11 bankruptcy protection on April 8, 2000 as it tries to
restructure before the assets are sold to Fremont, California-
based Synnex Information Technologies Inc. The sale, pending
bankruptcy approval, is expected to close in the next 60 days.
(ABI World, April 12)


LICENSE ONLINE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: License Online Inc.
         777 108th North East #200
         Bellevue, Washington 98004-5130

Bankruptcy Case No.: 02-14244

Chapter 11 Petition Date: March 8, 2002

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtors' Counsel: Aimee S Willig, Esq.
                   601 Union Street #5500
                   Seattle, Washington 98101-2373
                   (206) 292-2110
                   Fax : 206-292-2104

                        and

                   Gayle E. Bush, Esq.
                   Bush Strout & Kornfeld
                   601 Union Street, #5500
                   Seattle, Washington 98101-2373
                   Phone: 206-292-2110
                   Fax: 206-292-2104

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Merisel Americas, Inc.      Trade                   $2,084,072
PO Box 100006
Pasadena, California 91189
800-462-5241

Symantec                    Trade                     $221,488

HBI Office Interiors        Furniture                 $160,823

Infosys                     Contract Labor            $103,820

Kent Datacomm               Computer Equipment         $58,376

Compuware                   Software                   $58,050

Rila Solutions LLC          Contract Labor             $45,201

Dorsey & Whitney LLP        Legal Services             $42,648

Johnson Brothers Liqu                                  $30,517

SolutionsIQ                 Contract Labor             $27,302

Universal Tech. & Services  Software                   $25,200
  Inc.

Gordon Harter               Consulting/Employee        $25,000
                               Expenses

WebTrends Corporation       Software                   $22,364

Exodus Commmunications      Co-Location Services       $21,789

PDRMA                                                  $21,207

Quality Assist                                         $20,371

Torre Lentz Gammell G                                  $19,939

Marin County Free Library                              $13,853

Compaq Computer             Computer Equipment         $17,712

AT&T 8001 800 2503          Utilities                  $15,871


LIGHTHOUSE FAST: Weinick Sanders Issues 'Going Concern' Opinion
---------------------------------------------------------------
The March 19, 2001 Auditors Report of Weinick Sanders Leventhal
& Co. of New York has stated, in regard to their audit of
Lighthouse Fast Ferry, Inc.'s financial statements, that the
Company had sustained substantial losses for the year ended
December 31, 2000.  In addition at December 31, 2000 the Company
had working capital and stockholder capital deficiencies of
$4,324,309 and $1,051,161, respectively.  These conditions
raised substantial doubt about its ability to continue as a
going concern.

Lighthouse Fast Ferry, Inc., is a New Jersey corporation formed
on May 12, 1993 under the name Drydock Cafe, Inc. On September
21, 1994, the Company changed its name to Lighthouse Landings,
Inc. On September 19, 2000, the Company changed its name to
Lighthouse Fast Ferry, Inc.

Through 1997 the Company's principal business was the
redevelopment of a marina facility on a 2 1/2 acre site located
on the Shrewsbury River in Highlands, New Jersey. In connection
with a redevelopment plan, in December 1997 the Company acquired
a privately owned retail store called the Cigar Box, Inc.

In October 1998, the Company acquired 80% of the issued and
outstanding shares of the capital stock of Fast Ferry Holding
Corporation, a New York corporation, and its wholly owned
subsidiaries, Fast Ferry I Corporation, Fast Ferry II
Corporation and New York Fast Ferry Services, Inc., all New York
corporations. NY Fast Ferry owns two vessels, the M/V Finest and
the M/V Bravest, and is in the business of operating high-speed
commuter ferry services in the greater New York City harbor
area. The Company issued 454,545 shares of its common stock to
the NY Fast Ferry shareholders. Of the 454,545 shares issued,
70,000 shares were subject to a put under which two of the three
selling shareholders can require the Company to purchase an
aggregate of 70,000 shares at a price of $5.00 per share. In
December 1998 the selling shareholders advised the Company of
their intent to exercise the put. As of December 31, 2001 there
are 10,000 shares subject to the put option for which the
Company owes the shareholders a total of $50,000.

After the acquisition of NY Fast Ferry, the Company's core
business changed from the redevelopment of the Property to the
operation of existing fast ferry service and the development of
new ferry routes. Accordingly, the Company reevaluated all other
business strategies and decided to sell all non-core business
assets and operations so it could focus solely on developing its
core business of ferry services. In 2000, the Company closed all
non-core businesses and listed the Property for sale. On
December 5, 2001, the Company sold the Property to an unrelated
third party for the sum of $1,150,000 less related fees,
expenses and liabilities.

In July 2000, the Company entered into an oral agreement with
the holders of the remaining 20% of issued and outstanding
shares of Fast Ferry Holding Corporation for the purchase by the
Company of the remaining NY Fast Ferry shares for a combination
of $28,753 in cash and 102,271 restricted common shares of the
Company. In June 2001, the Company acquired 4% of the remaining
issued and outstanding shares of Fast Ferry Holding Corporation
from a former shareholder for a cash payment of $4,140 and
16,363 shares of the Company's common stock. Management expects
to finalize the transaction with the holders of the remaining
16% of Fast Ferry Holding Corporation in the second quarter of
2002.

                       Results of Operations

NYFF's operations consolidated revenues increased by 10.04% to
4,421,859 for the twelve months ended December 31, 2001,
compared to $4,018,323 for the comparable period in 2000. The
overall increase net of decreases are explained as follows:

Passenger Ticket Sales - Revenues from passenger ticket sales
totaled $3,897,260 as compared to approximately $3,370,690 in
the prior year, a 15.62% increase. The increase is attributable
to an increase in daily ridership at the Company's Highlands,
New Jersey site and the commencement of new service at Keyport,
New Jersey. Total annual ridership at Highlands for this period
was 297,775 an increase of 16,900 over the year ended December
31, 2000. From commencement of service on October 15, 2001
through December 31, 2001, the ridership at the Keyport site
totaled 24,693.

Galley Sales - Revenues from galley sales totaled $234,577 as
compared to $215,790 in the prior year, an 8.71% increase. The
increase is directly attributable to the increased ridership at
the Company's Highlands, New Jersey site and the commencement of
new service at Keyport, New Jersey in the year ended December
31, 2001.

Charter Sales - Charter sales declined $156,437 from $431,841 in
2000 to $275,404 in 2001, a 36.23% decline.  The decline is
primarily attributable to the fact that during OpSail 2000 held
over the four day July 4th holiday, the Company increased nearly
fourfold its scheduled holiday excursion trips into and around
Manhattan and the New York Harbor.

For the twelve months ended December 31, 2001, net loss
increased by $6,743,807, or 134.41%, to $11,761,214 from a loss
of $5,017,407 for the same period of 2000. The increased net
loss is the result of an increase in cost of operations of
approximately $1,382,000, which is primarily attributable to (i)
an increase in costs related to the development of new ferry
sites of approximately $612,000, (ii) costs of operations of new
ferry service such as ferry charter and rent expenses; and (iii)
an increase of $6,018,239 in interest and amortization of
financing costs, primarily a non-cash expense resulting from the
issuance of common stock as consideration for the issuance of
new convertible promissory notes and other debt instruments and
extensions of maturing debt. Allocated fair market value of the
shares is charged to operations as a financing cost over the
term of the notes and extensions.

                           Liquidity

Since inception, the Company has funded its operations primarily
through funds generated from private placements of equity
securities and debt, including convertible promissory notes, and
institutional financing. In the twelve months ended December 31,
2001, the Company raised proceeds in the amount of $276,500
through the private placement of 294,295 shares of restricted
common stock to accredited investors, $2,130,000 from the
issuance of convertible promissory notes to accredited investors
and $550,000 from the issuance of other short-term financing
arrangements. Additionally, the Company realized approximately
$600,000, net of related fees, expenses and liabilities, from
the sale of its Shrewsbury Avenue Property.

Also, in 2001 the Company received proceeds of $350,000 from a
term note secured by a second mortgage on the Company's two
ferry vessels. The note bears an annual interest rate of 18%
with principal of $30,000 and interest to be paid monthly
commencing November 1, 2001. The note matures on April 1, 2002
with a final payment due of $200,000. In March 2002, at
management's request the lender modified and extended the terms
of the note with interest payments only for three months and
principal and interest payments payable over a twelve-month term
thereafter.

The combined cash proceeds received through its capital raising
efforts, the cash flow from operations and the sale of the
Property in calendar year 2001 was sufficient to meet the
Company's obligations as they became due, to fund its expansion
and to implement its strategic business objectives with the
exception primarily of its vessel mortgage payments in the
fourth quarter of 2001.

While NY Fast Ferry operationally generates sufficient net cash
flow to cover its direct operating costs, it does not
consistently generate cash flow sufficient to cover principal
and interest payments for both vessel mortgages or to repay its
line of credit. In the three weeks immediately after the events
of September 11, 2001, the Company's revenues were adversely
affected by the closing of lower New York harbor for several
days and intermittent closings thereafter, as well as the time
it took for businesses in lower Manhattan to reopen or relocate.
Consequently, the Company fell into a delinquent status with
these payments.

As of December 31, 2001, the outstanding balances of the two
preferred ship mortgages notes payable held by Debis Financial
Services, Inc., on the vessels M/V Finest and M/V Bravest, were
$4,856,784 and $4,798,573, respectively. The ship mortgages each
require monthly payments of principal and interest in the amount
of $56,719. The Company is currently delinquent in these
payments.

The line of credit held by Debis and assumed by the Company in
the acquisition of NY Fast Ferry had an outstanding balance at
December 31, 2001 of approximately $919,000. The line of credit,
also secured by mortgages on the two vessels, originally
required a final payment of $934,000 on December 10, 2000, which
the company was unable to make. These two preferred ship
mortgages and the line of credit are further secured by cross
collateralization agreements, assignment of personal property, a
pledge of a potential receivable arising out of a lawsuit
against the City of New York, and a Company guarantee. The
Company and Debis are presently in negotiation to restructure
the payment of the debt.

The Company, as of December 31, 2001, had a working capital
deficiency of $8,862,460. The holders of senior convertible
promissory notes totaling $5,083,000 plus accrued interest of
approximately $800,000 have indicated to the Company their
intention to convert their debt on a dollar for dollar basis if
the Company is able to obtain a significant equity infusion.
Additionally, the holder of a secondary mortgage on the vessels
with a balance of $290,000 at December 31, 2001 and a principal
payment of $200,000 due on April 1, 2002 agreed to modify the
terms of the loan and accept interest payments only during the
second quarter of 2002 and payments of principal and interest of
approximately $20,000 a month for twelve months thereafter. To
date upon request from the Company it has received extensions
from substantially all lenders and note holders. In
consideration for the extensions in 2001, the Company issued to
such lenders and note holders shares of its restricted common
stock and charged the allocated fair market value of the shares,
approximately $5,500,000 to
operations as financing costs.

In the planned development of its commercial operations, the
Company's combined losses are expected to continue as the
Company expands its ferry routes and until each new site becomes
fully operational.  The Company's ability to meet its
obligations in the ordinary course of business is dependent upon
it achieving operational profitability and continuing to obtain
adequate funding. The Company's ability to fulfill its expansion
objectives is also dependent upon its ability to secure
financing for the acquisition of additional vessels.  The
Company is currently in discussions with several financial
entities that provide funding for such equipment and it believes
that it will be able to secure such financing on terms
acceptable to the Company.  Moreover, the acquisition of
additional ferry vessels and the improvement of landside ferry
facilities will require significant capital funding, if the
Company is unsuccessful in obtaining federal funding that is
currently available for expansion of ferry service.

The Company is aggressively pursuing federal funding that is
presently available for ferry service operators in the
metropolitan New York area.  A federally sponsored bill through
an emergency appropriations funding included in the Department
of Defense Appropriations, secured by New Jersey Senators
Torricelli and Corzine, has allocated $100 million specifically
to expand ferry service between New Jersey and New York.
Federal funds are also available through the Federal Emergency
Management Agency ("FEMA") for any costs or expenses incurred as
a result of the September 11/th attacks as well as for the
development of ferry services in certain designated
municipalities which include Perth Amboy.

Additionally, the Perth Amboy Redevelopment Agency has
authorized the sale of $14 million in tax-free municipal bonds
to be used specifically for the development of high-speed ferry
service that will be provided exclusively by the Company through
its operating subsidiary.  These funds will be used for the
development of the landside facilities and the acquisition of
two ferry vessels.

Although there can be no assurances that the Company will be
successful in obtaining funding from any of these sources, it is
confident that as a currently operating ferry service with over
three years of operational history, it is favorably positioned
to secure some funding from these sources.

Although the Company has been successful to date in its efforts
to raise funds and negotiate extensions, there can be no
assurances that the Company will continue to be successful in
its efforts to obtain funds and extensions. However, it is
management's opinion, that through the sales of its common stock
and other financing arrangements combined with cash flow from
operations, the Company will continue to be successful in
raising sufficient funds to meet its anticipated cash needs for
working capital and capital expenditures for at least the next
twelve months.

In the event the Company's plans change, its assumptions change
or prove to be inaccurate or the proceeds of the interim
financing or cash flows prove to be insufficient to fund
operations, the Company may find it necessary or desirable to
reallocate funds, seek additional financing or curtail its
activities. There can be no assurance that additional financing
will be available on terms favorable to the Company, or at all,
or that the Company will be able to negotiate more favorable
payment terms with its existing creditors. If adequate funds are
not available or are not available on acceptable terms, the
Company may not be able to meet its current obligations, take
advantage of unanticipated opportunities, develop new services
or otherwise respond to unanticipated competitive pressures.
Such inability could have a material adverse effect on the
Company's business, financial condition and results of
operations.

                       Subsequent Events

In February 2002, holders of certain senior promissory notes
totaling $4,373,000, due on February 28, 2002, extended the
maturity dates for such notes to August 31, 2002.  In
consideration for the extension, the Company issued to the note
holders 2,236,500 shares of its restricted common stock.  In
consideration for the services of a financial consultant in
negotiating the extension the Company issued the consultant a
senior convertible promissory note in the amount of $100,000 and
50,000 shares of restricted common stock.

In February and March 2002, the Company received proceeds from
four 10.5% convertible promissory note totaling $30,000.  Each
convertible promissory note carries a simple interest rate of
10.5%, with interest payable quarterly, and matures one year
from date of issuance.  In connection therewith, the Company
issued to the note holders 600 shares of its restricted common
stock.

In March 2002, the Company received proceeds from senior
convertible promissory notes totaling $650,000.  Each senior
convertible promissory note carries a simple interest rate of
10%, with interest payable quarterly. Notes in the amount of
$500,000 mature July 31, 2002 and a note in the amount of
$150,000 matures on September 22, 2002.  In connection
therewith, the Company issued to the note holders 650,000 shares
of its restricted common stock.  The Company issued a promissory
note in the amount of $50,000 to a financial consultant who
arranged the loan in lieu of a fee.

In March 2002, the Company received proceeds of convertible
promissory notes totaling $50,000, maturing in 90 days and
bearing interest at the rate of 12% per annum.  In consideration
for such loan, the Company issued to the note holders a total of
15,000 shares of its restricted common stock.  Should such
Conversion Rights be exercised, the Company shall issue such
shares to the Lender at the rate of one share of common stock
for each $1.00 of the indebtedness then due and owing.

In the three months of January through March 2002, holders of
convertible promissory notes aggregating $35,000 extended the
notes' maturity dates for an additional term of one year.  In
consideration thereof, the Company issued such note holders a
total of 875 shares of its restricted common stock.

In February 2002, the Company's litigation in the Stamford, CT
lease matter was completed. A decision is expected by late April
2002.

On February 28, 2002 the Company's lease for its corporate
offices at 195 Fairfield Avenue, West Caldwell, New Jersey
expired.  The Company executed a new lease with CEC Realty, LLC,
an entity in which an officer and director of the Company is a
principal.  The new lease is for a two-year term commencing
March 1, 2002 and provides for the Company to occupy additional
space. The monthly rental for the two-year period is $3,150.

In March 2002, the Company negotiated a modification of a short-
term mortgage note having a $200,000 principal payment due on
April 1, 2002.  The modified terms of the note permit interest
only payments in the second quarter of 2002 and principal and
interest payments of approximately $20,000 per month
for the following twelve months.  In consideration for the
extension, the Company issued 100,000 shares of its restricted
common stock, the fair market value of which will be charged to
operations over the term of the extension as financing costs.


LODGIAN INC: Court Okays Poorman-Douglas as Claims Agents
---------------------------------------------------------
Lodgian, Inc., and its debtor-affiliates obtained Court
authority and approval to employ Poorman-Douglas Corporation,
to serve as claims and balloting agent in connection with the
Debtors' Chapter 11 cases.

With the Court's approval, Poorman-Douglas has agreed to
provide at the Debtors' request the following services in these
cases:

A. notify all potential creditors of the existence and amount of
      their respective claims as evidenced by the Debtors' books
      and records as set forth in the Schedules;

B. furnish a notice of the last date for the filing of proofs of
      claims and a form for the filing of a proof of claim, after
      such notice and form are approved by this Court;

C. file with the Clerk a copy of the notice, a list of persons
      to whom it was mailed, and the date the notice was mailed,
      within 10 days of service;

D. docket all claims received, maintain the official claims
      registers for each Debtor on behalf of the Clerk, and
      provide the Clerk with certified duplicate unofficial
      Claims Registers on a monthly basis, unless otherwise
      directed;

E. specify, in the applicable Claims Register, the following
      information for each claim docketed:

        a. the claim number assigned,

        b. the date received,

        c. the name and address of the claimant and agent, if
             applicable, who filed the claim, and

        d. the classifications of the claim (e.g., secured,
             unsecured, priority, etc.);

F. relocate, by messenger, all of the actual proofs of claim
      filed to Poorman-Douglas, not less than weekly;

G. record all transfers of claims and provide any notices of
      such transfers required by Rule 3001 of the Federal Rules
      of Bankruptcy Procedure;

H. make changes in the Claims Registers pursuant to Court
      Order;

I. upon completion of the docketing process for all claims
      received to date by the Clerk's office, turn over to the
      Clerk copies of the Claims Registers for the Clerk's
      review;

J. maintain the official mailing list for each Debtor of all
      entities that have filed a proof of claim.  The list shall
      be available upon request by a party-in-interest or the
      Clerk;

K. work directly with the Debtors to facilitate the claims
      reconciliation process, including:

        a. matching scheduled liabilities to filed claims;

        b. identifying duplicate and amended claims;

        c. categorizing claims within "plan classes" and

        d. coding claims and preparing exhibits for omnibus
             claims motions;

L. provide exhibits and materials in support of motions to
      allow, reduce, amend and expunge claims;

M. update the Claims Register to reflect Court orders affecting
      claims resolutions and transfers of ownership;

N. print creditor and shareholder/class specific ballots and
      coordinating the mailing of ballots, the plan and related
      disclosure statement, and generating an affidavit of
      service regarding the same;

O. solicit votes on the plan;

P. receive ballots at a post office box, inspecting, date
      stamping and numbering such ballots consecutively and
      tabulating and certifying results;

Q. assist with, among other things, solicitation and calculation
      of votes and distribution as required in furtherance of
      confirmation of plan(s) of reorganization;

R. 30 days prior to the close of these cases, an order
      dismissing the Agent shall be submitted terminating the
      services of the Agent upon completion of its duties and
      responsibilities and upon the closing of these cases; and

S. at the close of the case, box and transport all original
      documents in proper format, as provided by the Clerk's
      office, to the Federal Records Center.

As proposed, Poorman-Douglas will be compensated for its
services as claims and balloting agent for the Debtors in
accordance with the terms, procedures and conditions outlined in
the Agreement which provides the following payment terms:

A. The Debtors shall pay Poorman-Douglas a retainer in the
      amount of $2,500.00 to be applied against Poorman-Douglas'
      final invoice for the services provided herein.

B. For services and materials furnished by Poorman-Douglas under
      the Agreement, the Debtors will pay the charges set forth
      in the Agreement. Notwithstanding any provision therein to
      the contrary, all charges and expenses of Poorman-Douglas
      under the Agreement shall be reasonable and subject to
      prior review and approval of the Debtors. The Debtors shall
      not be responsible for any charges and expense which are
      not reasonable and not specified in the Agreement. Poorman-
      Douglas will bill the Debtors monthly. All invoices shall
      be due 30 days following the date of billing.

C. Where the Debtors require measures that are unusual and
      beyond normal business practice of Poorman-Douglas such
      as, CPA audit, or off premises storage of data,
      the cost of such measures, if provided by Poorman-Douglas,
      will be charged to the Debtors at a competitive rate
      subject to the approval of the charges and related expenses
      as set forth in paragraph (b) above.

D. The Debtors agree to prepay all notice mailing and/or legal
      notice publishing performed by Poorman-Douglas, in an
      amount which shall be mutually agreed upon by the Debtors
      and Poorman-Douglas.

The Debtors also obtained authority to compensate and reimburse
Poorman-Douglas in accordance with the payment terms of the
Agreement for all services rendered and expenses incurred in
connection with the Debtors' Chapter 11 cases. The Debtors
believed that such compensation rates were reasonable and
appropriate for services of this nature and comparable to those
charged by other providers of similar services.

Also, the Debtors will pay the firm's fees and expenses without
the necessity of the firm filing formal fee applications. Len
Clarke, an Executive Vice President of Poorman-Douglas,
acknowledges that it will perform its duties if it is retained
in the Debtors' Chapter 11 cases regardless of payment and to
the extent that PDC requires redress, it will seek appropriate
relief from the Court. (Lodgian Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


MANHATTAN NATIONAL: S&P Places BB+ Ratings on Watch Developing
--------------------------------------------------------------
Standard & Poor's placed its double-'B'-plus counterparty credit
and financial strength ratings on Manhattan National Life
Insurance Co. on CreditWatch with developing implications
because of the pending sale of Manhattan National to Great
American Financial Resources Inc., which is a unit of American
Financial Group Inc.

Before the ratings were placed on CreditWatch, the outlook on
Manhattan National had been negative to reflect Standard &
Poor's concerns about the company's ultimate parent, Conseco
Inc. Once the sale is complete, if there is explicit support
from Great American, the ratings on Manhattan National could be
raised. However, if the deal is not completed, the ratings will
parallel those on Conseco's other insurance operations.

The sale of Manhattan National to American Financial for $48.5
million is part of an ongoing effort by Conseco to seek
additional sources of cash to meet its debt obligations. The
ratings on Conseco reflect Standard & Poor's concern that the
company's debt obligations, in combination with the current
economic environment, will continue to put pressure on
management to seek new sources of cash and will pressure the
insurance operations to provide further support to the parent.

Conseco's financial leverage, interest coverage, operating
earnings, and operating cash flow remain in line with Standard &
Poor's previous expectations. Nevertheless, further asset sales
and other capital market transactions could be necessary for the
company to continue to meet its debt-reduction objectives.


METROMEDIA FIBER: Defaults on $975MM Subordinated Debentures
------------------------------------------------------------
Metromedia Fiber Network, Inc. (Nasdaq: MFNX), the leading
provider of digital communications infrastructure, announced
that the 30 day cure period for the nonpayment of interest on
its $975 million of Subordinated Debentures issued to an
affiliate of Verizon Communications, Inc. had lapsed. As a
result, an event of default has occurred under the indenture for
these Subordinated Debentures, which would allow for the
acceleration of the principal amount of the Subordinated
Debentures.  Any acceleration of the Subordinated Debentures
will not be effective until five business days after notice of
such acceleration has been provided to the administrative agent
for MFN's $150 million senior secured credit agreement.

The Company is currently in discussions with the holders of
substantially all of its indebtedness including Verizon
regarding a consensual restructuring of its indebtedness.

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

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

Customers can take advantage of MFN's complete, end-to-end
solution or select individual components to complement their
existing infrastructures.  By leasing MFN's metropolitan and
regional fiber, customers can create their own, private optical
network with virtually unlimited, un-metered bandwidth at a
fixed fee.  For more reliable, secure and high-performance
Internet connectivity, customers can use MFN's private IP
network to communicate globally without ever touching the
public-switched network.  Moreover, MFN's comprehensive managed
services enable companies to create a world-class Internet
presence, optimize complex sites and private optical networks,
and transform legacy applications, all with a single point of
contact.

PAIX.net, Inc., a subsidiary of MFN and the original neutral
Internet exchange, offers secure, Class A co-location facilities
where ISPs and other Internet-centric companies can form public
and private peering relationships with each other, and have
access to multiple telecommunications carriers for circuits
within each facility.

For more information on MFN, please visit http://www.mfn.com

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


MPOWER: Seeks Okay to Employ Shearman & Sterling as Co-Counsel
--------------------------------------------------------------
Mpower Holding Corporation asks for authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Shearman
& Sterling as Co-Counsel in its chapter 11 cases.

Shearman and Sterling represented the Debtors since February
2000. This representation included general corporate, debt
restructuring, securities, mergers and acquisitions, financing,
litigation and other related matters.

As Co-Counsel, Shearman & Sterling will:

      a) provide legal advice with respect to their powers and
         duties as debtors in possession in the continued
         operation of their businesses and management of their
         properties;

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

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

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

      e) perform all other legal services for the Debtors which
         may be necessary and proper in these proceedings.

The Debtors also seek to retain Young Conaway Stargatt & Taylor,
LLP as co-counsel to the Debtors. The Debtors assure the Court
that the two firms have conferred regarding the division of
responsibilities to avoid task duplication.

Shearman and Sterling provides legal services at rates ranging
from:

      Partners and Counsels    $550 to $700 per hour
      Associates               $195 to $500 per hour
      Paralegals and Clerks    $95 to $185 per hour

Shearman & Sterling received $2,905,658 in connection with its
general representation of the Debtors and in contemplation of
the filing of these cases.  Shearman & Sterling also received a
$150,000 retainer from the Debtors.

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.


NTL INC: Will File Pre-negotiated Chapter 11 Restructuring Plan
---------------------------------------------------------------
NTL Incorporated (OTCBB: NTLD; NASDAQ Europe: NTLI), announced
that the Company and an unofficial committee of its public
bondholders had reached an agreement in principle on a
comprehensive recapitalization of the Company.

The members of the committee hold in the aggregate over 50% of
the face value of NTL and its subsidiaries' public bonds. The
recapitalization would result in a conversion of approximately
$10.6 billion in debt into equity.

During the recapitalization process, NTL's operations will
continue uninterrupted, customer service will be unaffected,
suppliers will be paid in the ordinary course, and NTL's
management will remain in place.

To implement the proposed recapitalization, NTL and certain of
its subsidiaries would file a pre-negotiated recapitalization
plan in a Chapter 11 case under U.S. law. NTL's operating
subsidiaries would not be included in the Chapter 11 filing. The
agreement in principle is subject to various conditions,
including mutually acceptable terms with the Company's bank
lenders. The recapitalization transaction contemplates that the
bank debt will remain in place as a part of the
recapitalization.

To facilitate the recapitalization, certain members of the
unofficial committee of bondholders would commit to provide up
to $500 million of new financing to the Company's UK and Ireland
operations during the Chapter 11 process and for the post-
recapitalized Company. This new financing will ensure that the
Company's business operations have access to sufficient
liquidity to continue ordinary operations.

Commenting on the agreement in principle, the Company's
President and CEO, Barclay Knapp, said: "The agreement in
principle we are announcing [Tues]day is a major step towards
our goal of ensuring the successful completion of the
recapitalization that NTL announced in January. We are currently
working with all parties in our capital structure, including the
Company's bank lenders, to finalize these arrangements. The US-
based Chapter 11 process will allow NTL to reorganize and re-
emerge stronger and healthier and without affecting operations."

Under the agreement in principle, NTL would be split into two
companies, one tentatively called NTL UK and Ireland, holding
all of its UK and Ireland assets, and one tentatively called NTL
Euroco, holding certain of its continental European and other
assets.

The Company's current bondholders would in the aggregate receive
100% of the initial equity of NTL UK and Ireland and
approximately 86.5% of the initial equity of NTL Euroco. NTL
(Delaware) bondholders would have the opportunity to reinvest
all or a portion of NTL (Delaware) cash in additional shares of
NTL common stock, or to receive such cash in the
recapitalization. Current preferred and common stockholders,
including France Telecom, would participate in a package of
rights (to be priced at a $10.5 billion enterprise value)
and entitling them to purchase primary equity of NTL UK and
Ireland at the consummation of the plan (in the case of the
rights) and for the duration of the eight-year warrants at
prescribed prices. If fully exercised, such rights and warrants
would entitle the current preferred stockholders to acquire
approximately 23.6% and the current common stockholders to
acquire approximately 8.9% of the entity's primary equity.

Current preferred stockholders, other than France Telecom, would
receive approximately 3.2%, and current common stockholders,
other than France Telecom, would receive approximately 10.3%, of
the primary equity of NTL Euroco. Bonds at the Company's
subsidiaries Diamond Holdings and NTL (Triangle) will remain
outstanding and will be kept current in interest payments. It is
contemplated that, subject to the consummation of the
recapitalization, France Telecom would also receive NTL's 27%
interest in Noos S.A. pursuant to the pledge of such interests
to France Telecom given at the time of its acquisition by NTL.

Under the proposed arrangement, at the request of the unofficial
committee of bondholders, the Company will not make the interest
payments due April 15 on certain U.S. high-yield notes listed
below. The bonds on which interest payments and related fees are
being withheld are the NTL Communications Corp. 12.75% senior
deferred coupon notes, and the NTL Incorporated 5.75 %
convertible subordinated notes.

More on NTL:

      - As announced on January 31, NTL has appointed Credit
Suisse First Boston, JP Morgan and Morgan Stanley to advise on
strategic and recapitalization alternatives to strengthen the
company's balance sheet and reduce debt.

      - NTL offers a wide range of communications services to
homes and business customers throughout the UK, Ireland,
Switzerland, France, Germany and Sweden.

      - In the UK, over 11 million homes are located within NTL's
fibre-optic broadband network, which covers nearly 50% of the UK
including, London, Manchester, Nottingham, Oxford, Cambridge,
Cardiff, Glasgow and Belfast. NTL Home now serves around 3
million residential customers.

      - NTL Business is a (pound)600 million operation and
customers include Royal Bank of Scotland, Tesco, Comet, AT&T and
Orange. NTL offers a broad range of technologies and resources
to provide complete multi-service solutions for businesses from
large corporations to local companies.

      - NTL Broadcast has a 47-year history in broadcast TV and
radio transmission and helped pioneer the technologies of the
digital age. 22 million homes watch ITV, C4 and C5 thanks to
NTL's broadcast transmitters. With over 2300 towers and other
radio sites across the UK, NTL also provides a full range of
wireless solutions for the mobile communications industry.

According to DebtTraders, NTL Incorporated's 11.875% bonds due
2010 (NLI4) are trading at about 41. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NLI4for
real-time bond pricing.


NATIONSRENT INC: Committee Wants to Sue Former CEO James Kirk
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in NationsRent
Inc.'s chapter 11 cases asks the Court's permission to file an
adversary proceeding on behalf of the Debtors' estates against
James L. Kirk, the Debtors' former Chairman of the Board and
CEO, as defendant.  This proceeding would be to recover numerous
prepetition payments made to, or for the benefit of Mr. Kirk,
which the Committee believes to be fraudulent or preferential
transfers. The Debtors have ostensibly refused to pursue these
claims against their ex-CEO.

These payments include:

A. a pre-petition payment of $2,000,000 made via a $1,000,000
    cash payment and a $1,000,000 note secured by a letter of
    credit, made to Mr. Kirk on the eve of the Debtors'
    bankruptcy petition, pursuant to an Executive Transition
    Agreement;

B. a pre-petition payment of an unspecified amount made pursuant
    to the Agreement as Defense Retainer to Mr. Kirk's attorney
    as a pre-payment of the Defendant's expenses incurred on
    defense of the Agreement; and,

C. the post-petition draw by Mr. Kirk on the letter of credit.

According to Daniel K. Astin, Esq., at The Bayard Firm in
Wilmington, Delaware, Mr. Kirk was to receive, inter alia, two
$1,000,000 payments as Severance Payment in exchange for his
promise to reassign all positions with all of the Debtors. They
have agreed that $1,000,000 would be paid by the Debtors "in
cash" and that the second $1,000,000 would be paid via a
promissory note due and payable on his resignation day. The
Debtors posted security for the note via a Letter of Credit with
Fleet National Bank that would expire "no sooner than 20 days
after the resignation date."

The Agreement also provided the ex-CEO with D&O liability
coverage under the Debtors' tail D&O policies for three years,
Mr. Astin continues. The amount of the coverage, however, was
not reflected in the Agreement. In addition, both parties
elected to have the Agreement's "validity, construction, and
enforcement" governed by the Florida Law, Mr. Kirk's state of
residence. Also, the Debtors committed to pay a retainer to Mr.
Kirk's counsel to cover his expenses with regard to any
litigation related to the Agreement. The Agreement did not
specify the recipients, the date, or the amount of the retainer,
but the Committee believes that the Debtors have paid the
retainer pre-petition.

After learning about the foregoing matters, Mr. Astin says, the
Committee immediately requested further information from the
Debtors and began considering its rights and alternative
strategies. The Committee requested that the Debtors commence an
appropriate cause of action against the former CEO. After the
correspondence and discussions between representatives of the
Committee and representatives of the Debtors, the Debtors
informed the Committee that they take no position on the
Committee's plea but will not oppose the Committee's effort to
obtain authority to bring causes of action against Mr. Kirk.
(NationsRent Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NEW GLOBAL TELECOM: Delaware Court Confirms Reorganization Plan
---------------------------------------------------------------
New Global Telecom, Inc., a provider of outsourced network
management and network operations services to telecommunications
carriers, announced the confirmation of its plan of
reorganization by the U.S. Bankruptcy Court for the District of
Delaware.

"The strength of our network management and network operations
service offerings, combined with the retention of our key
customer contracts, allowed us to survive a very difficult
period," stated Rich Grange, President and CEO. "We appreciate
all the support provided by our customers, suppliers, employees
and advisors during this critical time.  This support has
enabled us to emerge from chapter 11 in less than eleven months
with a strong, viable business plan providing unique, value-
added outsourced network management and network operations
services to telecom service providers worldwide."

NGT's network management offering, BottomLine Network Management
Services, enables telecommunications carriers to use NGT's
network infrastructure and management services to enhance their
network capabilities and expand their geographic presence as a
cost-effective alternative to building and maintaining their
own.  NGT provides a set of web-accessible management and
reporting tools, which give customers complete control and near
real time visibility of network activity resulting in increased
throughput, quality and margins.

NGT's network operations services provide outsourced
surveillance and support for customers' voice switching
infrastructure.  From NGT's state of the art NOC (network
operations center) in Golden, Colorado, NGT's highly trained
technicians monitor customer networks 24x7, quickly identifying
network faults and taking appropriate corrective actions.

New Global Telecom voluntarily filed for chapter 11 protection
under federal bankruptcy law in Wilmington, Delaware on May 25,
2001, during the dramatic downturn in the telecommunications
industry.  NGT is privately held, and as part of the
reorganization plan, NGT founders and employees will invest in
the reorganized entity.

New Global Telecom, Inc. is a leading provider of outsourced
network management and network operations services for telecom
service providers worldwide.  Established in 1996, NGT has an
experienced management team with a proven track record of
providing exceptional, innovative carrier solutions. NGT
maintains international gateway switches in NY and LA, a point
of presence in Miami and a Network Operations Center (NOC) at
its corporate headquarters in Golden, CO with all locations
connected via fiber optic bandwidth.  For more information,
please visit http://www.ngt.com


ORIUS CORP: Inks 7th Amendment to Amended Credit Agreement
----------------------------------------------------------
Effective March 29, 2002, Orius Corp. entered into the Seventh
Amendment to Amended and Restated Credit Agreement and
Forbearance Agreement to the Amended and Restated Credit
Agreement, dated July 5, 2000. The Amendment extends the terms
and conditions of the Sixth Amendment to Amended and Restated
Credit Agreement and Forbearance Agreement from March 31, 2002
to April 30, 2002 and includes the terms and conditions for
which the lenders forbear from exercising their rights under the
Credit Agreement and other loan documents with respect to
certain disclosed defaults.

Additionally, the Company entered into a Deferral Agreement,
effective March 29, 2002, whereas the scheduled principal
payments under the Credit Agreement due March 31, 2002 are
deferred until the earlier of (i) the last day of the
Forbearance Period (as defined in the Seventh Amendment and as
extended pursuant to any extension or amendment) and (ii) June
30, 2002. As a result, the Company did not pay the $6.1 million
principal payment under the Credit Agreement which was due March
31, 2002.

Orius is a holding company, headquartered in West Palm Beach,
FL, with operating subsidiaries engaged in the provision of
telecommunications and broadband network infrastructure on a
national basis. Services include the design, engineering, and
installation of central office telecom equipment, premise-
wiring, and cable. Willis Stein and Partners, a private equity
investor, is the company's majority equity owner.


OWENS CORNING: Court Okays Stipulation with PA School District
--------------------------------------------------------------
Owens Corning and its debtor-affiliates sought and obtained
Court approval of a stipulation with the Asbestos School
Litigation Class, awarding $2,000,000 to its member claimants --
which are part of a settlement awarded by the Pennsylvania
District Court in 1995.

The Asbestos School Litigation Class consists of all elementary
and secondary public school districts and non-profit private
school districts in the U.S. whose buildings contain friable
asbestos-containing products. These include, among others, the
School District of Lancaster, the Manheim School District and
the Lampeter-Stasburg School District in Pennsylvania, the
Barnwell School District No. 45 in South Carolina and the Board
of Education of the Memphis City Schools Tennessee. The U.S.
District Court for the Eastern District of Pennsylvania had
approved a settlement in 1995 where certain cash payments and
product certificates were given by Owens Corning to
approximately 1,765 claimants in exchange for general releases.

Norman L. Pernick, Esq., at Saul Ewing LLP in Wilmington,
Delaware, indicates that discussions have been conducted about
whether the claimants may file a class proof of claim under
applicable law.  Discussion included thoughts about whether this
proof of claim would ease the administrative burden on the
claimants in filing claims and on the Debtors in reconciling
claims. The Debtors and the claimants agree that:

A. Upon the entry of an order approving the stipulation, the
    counsel for the Asbestos School Litigation Class will be
    deemed authorized to file a proof of claim on behalf of the
    claimants in the Debtors' cases. The claimants' counsel will
    file a separate claims in each of the Debtors' case as it
    considers appropriate.

B. If a proof of claim that duplicates a class claim in whole or
    in part, the counsel for the claimants must provide the
    Debtors with all reasonable cooperation in requesting the
    claimant to withdraw the claim.

Mr. Pernick states that if the stipulation is not approved, the
counsel for the claimants will be filing a motion seeking a
brief extension of the April 15 Bar Date for the filing of the
proofs of claims against the Debtors' estates. The Debtors do
not object to such a filing provided that the motion seeks only
a brief extension of the Claimants' Bar Date, and that it is
filed within ten days after the entry of an order denying
approval of the stipulation.

A hearing on this stipulation is set for April 22, 2002. Judge
Fitzgerald, recognizing the necessity of preserving the right of
individual claimants to file claims against any or all of the
Debtors if the Court does not approve the stipulation,
conditionally extended the claimants' Bar Date until the next
omnibus hearing date. The Court will establish a reasonable
extension of the Bar Date so that all claimants can timely file
individual proof of claims against some or all of the Debtors in
claims arising from the class action. (Owens Corning Bankruptcy
News, Issue No. 30; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


OXFORD HEALTH PLANS: S&P Raises Conterparty Credit Rating to BB+
----------------------------------------------------------------
Standard & Poor's raised its counterparty credit rating on
Oxford Health Plans Inc. (Oxford) two notches to double-'B'-plus
because of the company's sustained earnings and cash flow
strength, improved balance-sheet quality, and good risk-adjusted
capitalization.

Standard & Poor's also raised its counterparty credit and
financial strength ratings on Oxford Health Plans (NY) Inc.,
Oxford's New York HMO subsidiary, to triple-'B'-plus. The
outlook on both these companies is stable.

"Oxford's strengthened margins derive mostly from a combination
of a disciplined underwriting approach and proactive management
of the underlying drivers of medical cost," noted Standard &
Poor's credit analyst Joseph Marinucci. Oxford's pretax income
was $512 million for the year ended December 31, 2001, compared
with $485 million for the prior year. Consolidated operating
cash flow for 2002 is expected to be substantially lower than
the $614 million generated in 2001. Oxford's 2001 operating cash
flow benefited from the use of net operating loss carryforwards,
the timing of certain operating cash receipts, and other one-
time events.

A significant portion of the holding company's liquidity and
financial flexibility derives from dividends received from its
New York HMO subsidiary, and the ability to receive dividends
beyond an amount that would be payable without prior regulatory
approval could be significantly restricted if the company's
operating fundamentals were to deteriorate. Oxford's core New
York metropolitan marketplace is highly competitive.
Nonetheless, Oxford maintains a very sound business position and
has been able to differentiate itself via its product portfolio,
network development efforts, and market-segmentation strategies.

For 2002, Standard & Poor's expects enrollment to improve
modestly. Oxford's consolidated pretax GAAP earnings are
expected to remain extremely strong and in line with recent
levels. For 2002, parent company liquidity is expected to
improve, and capital adequacy is expected to remain stable. Also
for the year-ended 2002, debt leverage and interest coverage are
expected to remain extremely strong.


PACIFIC GAS: CPUC Compares Alternate Plan to Debtors' Plan
----------------------------------------------------------
The California Public Utilities Commission says that the Plan it
proposes for reorganization of Pacific Gas and Electric Company
is the right alternative, and is better for ratepayers,
creditors and California's economy and environment.

"The California Public Utilities Commission's (PUC) plan of
reorganization for PG&E pays creditors in full and returns PG&E
to investment grade no later than January 31, 2003," the
Commission says, "PG&E's plan is illegal, not confirmable, and
preempts state law."

The Commission claims its Plan has the following advantages:

Ratepayer Advantages

    *  Restores PG&E's financial viability and allows PG&E to
       resume purchasing power for its customers by January 2003.

    *  No rate increase.

    *  Rates can decrease after PG&E's emergence from bankruptcy.

    *  Protects ratepayers from $8.6 billion in higher generation
       rates under PG&E's plan.

    *  Avoids taking nearly $5 billion from ratepayers due to the
       transfer of valuable assets from PG&E to its shareholders
       under PG&E's plan.

    *  Avoids harmful environmental consequences.

    *  Utility remains integrated and subject to State and
       Federal laws.

    *  Ensures safety and reliability of service from an
       integrated utility.

    *  Shareholders contribute a total of $3.35 billion:
       $1.6 billion in foregone profits during 2001, 2002, and
       January 2003;

    *  $1.75 billion from the sale of PG&E common stock.

    *  Return to cost-of-service ratemaking after allowed claims
       are paid in full, reinstated and/or refinanced provides
       security for consumers and investors.

Creditor Advantages

    *  Provides full payment of debts in cash to creditors sooner
       than under PG&E's plan and no one is paid with notes.

    *  Avoids lengthy state jurisdiction battle and related
       litigation that would result from PG&E's illegal plan.

                     PUC Plan vs PG&E Plan

Ratepayer Contribution            PUC Plan        PG&E Plan
----------------------            --------        ---------

Current Rates in Excess of Costs  $ 2.7 billion   $ 2.6 billion

Borrowing Costs                   $ 2.0 billion

Higher Generation Rates                -          $8.6 billion

Losses From the Transfer of Assets     -          $4.9 billion

Environmental Concerns From the        -          Substantial &
Proposed Transfer of Assets                       irreparable
                                                     harm.

Potential Disruption to Safety         -          Substantial
and Reliability of Service From                   harm to the
Disaggregated Operation                           economy and
                                                   well-being of
                                                   Californians.

Total Ratepayer Contribution      $4.7 Billion    $16.2 Bil. ++

                         Who Contributes?

Shareholder Contribution in Foregone Profits   $4.7 Billion

Ratepayer Contribution                         $1.6 Billion

PG&E Sale of Common Stock                      $1.75 Billion
(Pacific Gas Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PHILIP SERVICES: Lenders Agree to Increase Revolver by $70MM
------------------------------------------------------------
Philip Services Corporation (NASDAQ: PSCD/ TSE: PSC) announced
an increase in its financing structure and its consolidated
financial results for the quarter and year ended December 31,
2001.

"PSC had a difficult year losing $78.1 million or approximately
$3.25 per share. The Company was significantly affected
throughout 2001 by the difficulties in the North American steel
industry which impacted both pricing and demand for finished
scrap," said Thomas P. O'Neill, Jr., Chief Financial Officer.
"With the strengthening in the North American economy, combined
with the actions we have taken to exit unprofitable businesses,
reorganize our corporate structure, and focus on our core
markets we expect our financial performance to improve. We have
additional financial resources to invest in our businesses and a
strengthened financial platform."

The Company also announced that it has reached an agreement with
its lenders to increase its revolving loan facility by adding a
mezzanine tranche in the amount of $70 million and extending the
term of the facility through the first quarter of 2003. This
commitment has been provided by affiliates of Carl C. Icahn and
affiliates of Stephen Feinberg, respectively the largest and
second largest stockholders of the Company.

Certain fees were incurred in connection with the financing and
are detailed in the Company's Annual Report on Form 10-K. Among
these fees is the issuance to the Mezzanine Lenders 3,638,466
shares of the common stock of the Company amounting to 15% of
the outstanding common stock prior to the issuance, upon payment
of the par value of $0.01 per share. These shares, issued on
April 12, 2002, are to be divided between the Mezzanine Lenders
in proportion to their respective commitments. In connection
with the issuance, the Mezzanine Lenders have been granted
demand registration rights and "piggyback" registration rights
covering both the newly issued shares and all other shares held
by them, as well as preemptive rights.

The lenders of the Company's revolving loan facility, as well as
the lenders of its secured PIK/term facility have amended the
covenants that govern those loan facilities as of December 31,
2001, and established less restrictive covenant levels through
the remaining terms of the agreements.

Highlights for the Quarter Ended December 31, 2001:

      --  Revenue for the fourth quarter of 2001 was $351.2
million compared to $369.4 million for the fourth quarter of
2000. This decrease was primarily due to declining scrap volumes
and prices due to weakness in the steel industry.

      --  Revenue for the year ended December 31, 2001 was
$1,510.2 million compared to $1,636.5 million in the same period
last year. Revenue from the Company's Metals Services business
declined by approximately $149 million on a year-over-year basis
due to a significant decrease in scrap volume managed by PSC and
price declines, as well as the sale of the Company's UK Metals
business in April 2000. The average price for a ton of ferrous
scrap fell from $87.00 at the end of 2000 to $76.00 at the end
of 2001.

      --  The loss from operations for the fourth quarter of 2001
was $34.5 million which included charges of approximately $19
million related to unusual bad debt provisions for failing steel
companies, insurance claims with a bankrupt insurance carrier,
environmental, impairment and closure costs and a provision for
a contract dispute. This compared to a loss of $17.6 million
during the same period last year which included special charges
of $12.9 million. The loss from operations for the year 2001 was
$37.4 million compared to an operating loss of $3.3 million for
the year 2000.

      --  The gross margin declined to $36.8 million or 10.5% of
revenue for the fourth quarter of 2001 from $49.7 million or
13.5% of revenue for the fourth quarter of 2000, primarily as a
result of lower scrap metal volumes and provisions for
environmental, closure costs and asset impairments. Gross margin
for the year was $186.9 million or 12.4% of revenue compared to
$214.3 million or 13.1% of revenue in 2000. The decrease was
largely due to declining volumes and margins at various
facilities that were being sold or closed during the year and a
high-margin project that was completed in 2000.

      --  Selling, general and administrative costs (SG & A) for
the fourth quarter of 2001 were $55.8 million compared to $41.8
million for the fourth quarter of 2000. This increase in 2001
was the result of a $10 million increase in the bad debt
provision due to the bankruptcy filings of certain large
clients, a $4.7 million insurance provision as a result of the
insolvency of an insurance carrier, as well as legacy legal
costs. Excluding these significant expenses, PSC realized a
small decrease in overhead costs in 2001.

Financial Reorganization:

On September 25, 1999, Philip Services Corp., an Ontario
company, and certain of its subsidiaries filed a voluntary
application to reorganize under the Companies' Creditors
Arrangements Act (Canada) and a voluntary petition under Chapter
11 of the United States Bankruptcy Code. As a result of the
successful completion of the financial reorganization, Philip
Services Corp. and certain of its Canadian subsidiaries
transferred substantially all of their assets and liabilities
(except for liabilities subject to compromise) to Philip
Services Corporation or its subsidiaries. The Company emerged
from its financial reorganization on April 7, 2000. For
financial reporting purposes, the effective date of the
reorganization was considered to be March 31, 2000. Therefore,
information included in this news release for periods ending on
or prior to March 31, 2000 are the consolidated financial
results of Philip Services Corp. and its subsidiaries.
Management of the Company has determined that the consolidated
financial information of the Predecessor Company may be of
limited interest to stockholders of the Company and has
therefore included such information in this news release. The
consolidated financial information of the Predecessor Company
does not reflect the effects of the application of fresh start
reporting. Readers should, therefore, review this material with
caution and not rely on the consolidated financial information
disclosed for the Predecessor Company.

PSC is an industrial services and metals recovery company with
operations throughout North America. PSC provides diversified
industrial outsourcing, environmental and metals services to all
major industry sectors. At December 31, 2001, the company
reported an upside-down balance sheet with a total shareholders'
equity deficit of about $11 million.


POLAROID CORP: Retirees Win Nod to Hire Effective Organizations
---------------------------------------------------------------
Judge Walsh approves Polaroid Corporation Retirees Committee's
retention of Effective Organizations, nunc pro tunc to December
20, 2001, with these provisions:

     (a) In all events, EO may only be compensated for services
         that are found to be within the mandate set forth in the
         Order Appointing an Official Committee of Retirees dated
         January 15, 2002, and any subsequent orders amending the
         Appointment Order;

     (b) The entry of this Order does not expand or otherwise
         affect the Appointment Order, including but not limited
         to the scope of the investigation or the $80,000 payment
         Cap with respect to the allowed fees and expenses
         incurred by the professionals of the Official Retiree
         Committee;

     (c) The hourly rate of Michele Jalbert is $125 per hour.
         Effective April 5, 2002, Ms. Jalbert's pre-petition
         claims against the Debtors will be withdrawn. (Polaroid
         Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
         Service, Inc., 609/392-0900)


POLYMER GROUP: Continues Negotiations to Amend Credit Facility
--------------------------------------------------------------
Polymer Group, Inc. (NYSE: PGI) announced additional information
concerning the Company's exchange offer for all its outstanding
Senior Subordinated Notes not held by CSFB Global Opportunities
Partners L.P.  As previously announced, the exchange offer has
been extended until May 15, 2002.  In order to accommodate the
extension of the exchange offer, PGI has changed the date for
the special shareholders' meeting to May 24, 2002.  At the
special meeting, shareholders of record on March 25, 2002, will
be asked to approve a number of proposals to complete the
comprehensive financial restructuring announced on March 15,
2002.  PGI also said that it is continuing negotiations with its
Senior Secured Lenders to amend its Senior Credit Facility and
remains optimistic that an amended Credit Facility will be in
place upon the completion of the comprehensive financial
restructuring.

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

Polymer Group Inc.'s 9.0% bonds due 2007 (PGI1) are quoted at a
price of 33, DebtTraders says. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=PGI1


PRINTING ARTS: Wants to Stretch Lease Decision Period to June 27
----------------------------------------------------------------
Printing Arts America, Inc. and its debtor-affiliates ask for a
further extension of their lease decision period from the U.S.
Bankruptcy Court for the District of Delaware.  The Debtors
request that the Court extend the date by which they must elect
to assume, assume and assign, or reject their Unexpired Leases
to the earlier of:

      -- June 27, 2002, or

      -- the date on which an order is entered confirming a
         Chapter 11 plan in the Debtors' Chapter 11 cases.

The Unexpired Leases are valuable assets of the Debtors' estates
and are integral to the continued operation of operation of
their businesses.  The Debtors are not yet able to make informed
decisions as to whether to assume or reject the Unexpired
Leases.  The Debtors do not want to forfeit their right to
assume any Unexpired Lease, or be compelled to improvidently
assume any or all of the Unexpired Leases in order to avoid
rejection, with the resultant imposition on their estates of
potentially substantial administrative expenses.

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.


PRINTWARE INC: Shareholders Approve Plan of Complete Liquidation
----------------------------------------------------------------
Printware, Inc. (Nasdaq: PRTW) announced that its shareholders
have approved and adopted a Plan of Complete and Voluntary
Liquidation and Dissolution of Printware, Inc.

The Company has requested to be delisted from the NASDAQ Stock
Market effective today or as soon as reasonably possible
thereafter.  In addition, the Company has instructed its stock
transfer agent to close the stock transfer books at the end of
trading today.


RCN CORP: S&P Affirms Junk Rating Over Credit Facility Amendment
----------------------------------------------------------------
The CCC+ credit ratings on cable and telecommunications services
provider RCN Corp. were affirmed and removed from CreditWatch on
April 16, 2002. Outlook is negative.

The ratings affirmation was based on RCN obtaining an amendment
to its bank credit facility. In the amended credit facility, RCN
agreed to reduce the amount available under the revolver to
$187.5 million from $250 million, to not draw down on the
revolver for two years, and to immediately repay $187.5 million
of outstanding term loans. The partial reduction of the term
loan is likely to have reduced the cash balance of about $838
million at the end of 2001 to less than $650 million at the end
of first quarter of 2002, before adjusting for operating losses
and capital expenditures. The ratings were originally placed on
CreditWatch on February, 8, 2002, following the company's
announcement that it was negotiating with its lenders to revise
covenants to accommodate a lower-growth business plan.

Standard & Poor's still has concerns about the company's
weakening liquidity and increased business risks despite the
removal of immediate pressure from covenants. Standard & Poor's
projects that RCN's liquidity will substantially weaken over the
next year due to ongoing operating losses, still sizable capital
expenditures, and its lack of access to additional bank credit
for two years. Moreover, business risks have increased due to
higher competitive pressures from digital subscriber line and
incumbent cable modem service providers, which in the past year
have been more aggressive in their offerings of high-speed data
services, which is the growth driver for RCN.

Princeton, New Jersey-based RCN provides telephone, cable, and
high-speed Internet services in the eastern U.S., Chicago, and
California. The company had about $1.9 billion total debt
outstanding at the end of 2001.

                            Outlook

RCN has very limited cushion against execution risks given the
prospect of weakening liquidity in the near term and increased
business risks. To maintain the ratings, the company needs to
show solid operating metrics and strong progress towards
generating material positive free cash flow.


ROADHOUSE GRILL: Files for Chapter 11 Protection in S.D. Florida
----------------------------------------------------------------
As part of its focus on strengthening its financial position and
continuing its growth, Roadhouse Grill, Inc., (Nasdaq:GRLL), a
full-service, casual-dining restaurant operator, announced its
reorganization under Chapter 11 of the U.S. Bankruptcy Code with
the U.S. Bankruptcy Court for the Southern District of Florida.
Chapter 11 is the reorganization provision of the U.S.
Bankruptcy Code that enables companies to continue regular
operations, restructure past-due payments and emerge as
profitable.

Roadhouse Grill, with positive cash flow and profits in January
and February 2002, will continue to conduct business as usual
without interruption. The company already has successfully
negotiated with most of its creditors to restructure and repay
its debts. One group of unsecured creditors, all affiliated with
CNL, refused to settle out of court for past-due invoices,
thereby forcing Roadhouse Grill into Chapter 11.

Employees will continue to receive their wages and benefits with
no anticipated changes. Customers will continue to enjoy the
same high-quality dining experiences.

"Roadhouse Grill is in a very strong position as it moves
through Chapter 11 reorganization and we expect this strategic
restructuring process will help us to emerge a stronger, more
dynamic enterprise," said Ayman Sabi, president and chief
executive officer of Roadhouse Grill. "We are in a better
position than most companies entering Chapter 11 because we have
already presented the Court with a plan to satisfy creditors.
Most companies present these plans several months after filing."

Sabi added: "We plan to use this time in Chapter 11 to complete
the voluntary restructuring program that we began 14 months ago,
which is nearing completion. This program brought significant
costs, but is helping us enhance our customers' experience at
our restaurants, build a more solid management team and create a
world-class training program.

"Going forward, all our vendors and creditors can have the
confidence that they will be paid in full in a timely manner, in
accordance with our contracts with each.

"Our singular focus is on building a strong future and we are
confident about the new initiatives we are implementing, such as
broadening our U.S. - and international-expansion efforts and
offering new menu items for our customers," said Sabi.

Roadhouse Grill will add lunch and dinner entrees and desserts
and is doubling the number of specialty drinks it offers. It
will continue its popular "Kids Eat Free on Tuesdays" promotion.

Roadhouse Grill Inc. -- http://www.roadhousegrill.com--
currently owns and operates 73 full-service, casual-dining
restaurants and franchises several other locations. The
Roadhouse Grill concept offers a "rambunctious" style consistent
with the company's motto: "Eat, Drink and Be Yourself." It owns
35 company restaurants in Florida and other restaurants in
Alabama, Arkansas, Georgia, Louisiana, Mississippi, New York,
North Carolina, Ohio and South Carolina. The company plans to
continue expanding the scope of its franchising effort in the
U.S. and anticipates opening restaurants in Europe in
conjunction with its joint venture with Cremonini Group, a
leading publicly traded Italian company specializing in the
food-service industry in Europe.


SAFETY-KLEEN CORP: Intends to Assume Contract with New Pig Corp.
----------------------------------------------------------------
Safety-Kleen Corporation and its related and affiliated Debtors
ask for authority for Safety-Kleen Systems, Inc., to assume an
executory contract with New Pig Corporation, as modified by the
parties' prior course of dealing and further modified by a
letter agreement dated February 25, 2002.  The Parties also ask
for allowance of a prepetition general, unsecured claim for New
Pig in the amount of $1,452,083.19.

                    The Original New Pig Agreement

In September 1995, Safety-Kleen Corporation, predecessor to
Systems, entered into a New Pig Agreement to form an alliance
to:

        (1) capture a leadership position in the absorbent supply
and disposal business in the 48 continental United States by
jointly marketing each other's products/services and satisfying
customer desires for an integrated absorbent supply and disposal
service;

        (2) explore other mutually beneficial business
opportunities; and

        (3) inform each other of potential business opportunities
within the other party's area of expertise.

The New Pig Agreement initially provided for a product/service
offering of 22 products, together with a schedule of prices that
New Pig would charge for such products/services.  Through the
parties' course of dealings under the New Pig Agreement, various
modifications were made to, among other things, the number of
product offerings, the pricing schedules, and timing of
payments.

                        The New Pig Claim

In October 2000, New Pig filed a proof of claim in the Debtors'
cases asserting a general unsecured claim in the amount of
$1,452,083.19 based on certain unpaid prepetition invoices.

                      The New Pig Amendments

Recently New Pig expressed its desire to resolve the uncertainty
surrounding the future of the parties' relationship under the
New Pig agreement and in that regard, sought assurances that the
New Pig agreement would be assumed.  Following negotiations with
New Pig, the Debtors have agreed that Systems will assume the
New Pig agreement, subject to additional modifications set out
in the Letter Agreement:

        (1) An approximately 39% reduction in the core products
currently offered and a concomitant reduction in the pricing
schedule for such products;

        (2) An approximately 46% reduction in non-core products
current offered and a concomitant reduction in the pricing
schedule for such products;

        (3) A buyback by New Pig of up to $500,000 in overstocked
inventory held by Systems, calculated at Systems' costs; and

        (4) The return by New Pig of Systems' $250,000 security
deposit and modification of the payment terms under the New Pig
agreement to provide that Systems will pay New Pig's invoices
within 30 days of receipt.

The Debtors believe that the significant cost savings associated
with these modifications alone provides sufficient justification
for Systems' assumption of the New Pig agreement, as amended.
Nevertheless, New Pig also has agreed to waive any and all cure
obligations, whether arising prior to or after the commencement
of the Debtors' cases, that Systems or any of the Debtors have
or may have in connection with Systems' assumption of the New
Pig agreement, provided that New Pig is allowed the general
unsecured claim as filed.

PIG, by the way, is an acronym for Partners in Grime.  (Safety-
Kleen Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SENTRY RESOURCES: Fails to Maintain CDNX Listing Requirements
-------------------------------------------------------------
Effective at the close of business April 15, 2002, the common
shares of Sentry Resources Corporation ("SOX") were delisted
from CDNX for failing to maintain Exchange Listing Requirements.
The securities of the Company have been suspended in excess of
twelve months.


TELEPHONE & DATA: Working Capital Deficit Tops $142M at March 31
----------------------------------------------------------------
Telephone and Data Systems, Inc. (Amex: TDS) reported operating
revenues of $665.2 million for the first quarter of 2002, up 11%
from $600.4 million in the comparable period a year ago.
Operating cash flow (operating income plus depreciation and
amortization expense) increased 10% to $216.4 million from
$197.4 million in the first quarter of a year ago.  Diluted
earnings per share from continuing operations under Generally
Accepted Accounting Principles (GAAP) were $.23 compared to $.52
in the first quarter a year ago.

LeRoy T. Carlson, Jr., President and Chief Executive Officer
said:  "TDS and its business units posted strong results for the
quarter.  These results stand out in light of the soft economy
and more specifically the weakness in our own industry.  We
anticipate that our businesses will strengthen during the rest
of the year, especially during the second half, as the hoped for
economic recovery unfolds.  We believe that the intense customer
focus that is the heart of our corporate culture at TDS
positions our company exceptionally well to take advantage of
the economic upswing as soon as it occurs.

"U.S. Cellular signed an impressive number of new customers
during the quarter.  Nets adds, however, were below expectations
in part because of the bankruptcy of a large customer.  Our
post-pay churn rate of 1.8%, excluding the customer bankruptcy,
remains very low and is one of the lowest post-pay churn rates
in the industry.  We also made progress during the quarter
towards building out our network, adding over 120 cell sites.
We now have 3,049 cell sites in place to ensure our customers
receive the best network service.  Also during the quarter, we
began to lay the groundwork for the company-wide deployment of
CDMA technology announced at the end of last year and are making
excellent progress on this front.

"At TDS Telecom, our ILEC operation performed well as we
continued to grow our vertical, long distance and broadband
services.  Access line equivalent growth was 1.9% reflecting the
impact of the soft economy. TDS Metrocom, our CLEC operation,
expanded rapidly in those areas of the Midwest where it has
chosen to compete and added 24,500 access line equivalents in
the quarter. Metrocom has performed well against its plan since
its inception and we continue to fund its most recent expansion
in the state of Michigan."

TDS Telecom recorded a $3.4 million increase in bad debt expense
related to the write-off of pre-petition accounts receivable due
to the bankruptcy of a long distance provider. The charge is
included in the corporate expense line of TDS Telecom's
financial highlights and reduces operating cash flow by $3.4
million.

In accordance with generally accepted accounting principles as
they relate to marketable equity securities, the decline in
value of TDS's holding in VeriSign, Inc. relative to its cost
basis was judged to be other than temporary and the company
incurred a $37.4 million loss on the securities. The loss was
charged to the income statement thereby reducing net income and
earnings per diluted share by $22.6 million and $.38,
respectively.

At March 31, 2002, the company reported a working capital
deficit of about $142 million.

TDS adopted Statement of Financial Accounting Standards("SFAS")
No. 142 effective January 1, 2002, and ceased the amortization
of license costs and goodwill on that date. For the three months
ended March 31, 2001, amortization of license costs and goodwill
included in U.S.Cellular's and TDS Telecom's depreciation and
amortization captions totaled $9.2 million and $1.7 million,
respectively.  The aggregate effect of ceasing amortization
increased net income and earnings per diluted share by $6.6
million and $.11, respectively.

The amounts reported for "operating cash flow" do not represent
cash flows from operations as defined by GAAP and amounts
reported for "diluted earnings per share from continuing
operations excluding gains and losses" do not represent earnings
per share determined in accordance with GAAP.  TDS believes that
these are useful measures of its performance but they should not
be construed as alternatives to measures of performance
determined under GAAP.

TDS is a diversified telecommunications corporation founded in
1969. Through its strategic business units, U.S. Cellular and
TDS Telecom, TDS operates primarily by providing wireless and
local telephone service.  TDS builds value for its shareholders
by providing excellent communications services in growing,
closely related segments of the telecommunications industry.
The Company currently employs approximately 9,300 people and
serves over 4.4 million customers/units in 34 states.


THERMOGENESIS: Closes Sale of 3.5M Shares via Private Offering
--------------------------------------------------------------
ThermoGenesis Corp. closed a private offering of 3,504,310
shares of its common stock and warrants to purchase 723,362
additional shares of common stock at an exercise price of $3.07
per share on March 26, 2002.  The Company received gross
proceeds of approximately $7,008,620, before expenses of the
offering estimated at $180,000.

The private offering was placed directly with certain
institutional funds and holders of Series A Preferred with
participation rights.  The Company will use the net proceeds
from the offering for general corporate purposes and working
capital during its human clinical trials to support the
Company's claims for the CryoSeal Fibrin Sealant System.

ThermoGenesis Corp. makes equipment that harvests, freezes, and
thaws clotting proteins, hormones, enzymes, and other blood
components, as well as stem cells from blood in umbilical cords
and placentas. Its main products are rapid blood-plasma freezers
and thawers it sells to blood banks, blood transfusion centers,
and hospitals in some 30 countries around the world.
THERMOGENESIS' next big thing is its CryoSeal Fibrin Sealant
System, which harvests blood plasma and makes fibrin sealants
used to stop bleeding during surgery; available in Europe and
Canada, the system needs FDA approval in the US. Also in the
works is the CryoSeal APDGF System to treat chronic dermal
wounds.

                        *   *   *

As previously reported, Thermogenesis has incurred net losses
since its inception and the Company expects losses to continue.
Except for net income of $11,246 for fiscal 1994, the Company
has not been profitable since inception. For the fiscal year
ended June 30, 2001, the Company had a net loss of $6,153,000,
and an accumulated deficit at June 30, 2001, of $44,072,000.

The report of independent auditors on the June 30, 2001,
financial statements includes an explanatory paragraph
indicating there is substantial doubt about Thermogenesis'
ability to continue as a going concern.

Although the Company is executing on its business plan to market
launch new products, continuing losses will impair its ability
to fully meet its objectives for new product sales and will
further impair its ability to meet continuing operating expenses
that may result in staff reductions and curtailment of clinical
trials currently planned.


TRUSERV: Will Appoint 3 Outside Directors to Board of Directors
---------------------------------------------------------------
Drawing on retail, distribution and finance expertise, TruServ
Corporation is appointing three outside directors to its board
of directors. These directors will stand for election at the
company's annual meeting of stockholders scheduled for May 30,
2002. By year-end, the board will consist of five storeowners,
five outside directors and President and Chief Executive Officer
Pamela Forbes Lieberman.

The board has shifted away from being solely composed of
storeowners and TruServ's CEO. TruServ found its first three
directors--Laurence L. Anderson, David Y. Schwartz and Gilbert
L. Wachsman--through the use of a search firm and its business
network.

"Building a best-in-class company starts with building a best-
in-class board of directors," said Bill Blagg, chairman of the
board. "We chose these candidates because they bring diverse
expertise to the table. They have experience with the market
challenges that our co-op is facing."

Laurence Anderson, from Des Moines, Iowa, has 38 years of food
retail and wholesale experience. He is currently a consultant
for Associated Wholesale Grocers, a $3.5 billion retail
cooperative that serves more than 800 supermarkets in Arkansas,
Kansas, Missouri and Oklahoma. In 1999, he retired from Kmart
Corp., where he was executive vice president and president of
Super Kmart. During his tenure, he was responsible for the
operation of 102 super centers and developed an expansion
strategy for each market. From 1975-1997, Anderson held several
positions at SuperValu, Inc., an Eden Prairie, Minn.-based food
distribution company, and was ultimately named president and
chief operating officer of retail companies in 1995. He was
responsible for SuperValu's "retail food group," which consists
of several companies, such as Save-A-Lot, Cub Foods, and Shop N
Save, operating more than 280 stores in four different formats.
His background also includes positions with Supermarkets
Interstate, a division of J.C. Penney, and Hinky Dinky
Supermarkets.

David Schwartz retired as a senior partner from Arthur Andersen
in 1997, where he was managing partner of the Chicago Office
Audit and Business Consulting Practice. He now serves as a
business advisor and consultant to various companies in the
retail and direct marketing industries. He is also a member of
the board of directors for Walgreen Co. and Foot Locker, Inc.
and sits on the boards of several privately held companies.
During Schwartz's 35 years with Arthur Andersen, he served
clients in the retailing, distribution and communications
industries. His clients included: The May Department Stores Co.,
Walgreen Co., The Limited, Montgomery Ward & Co., Zale Corp.,
United Stationers, The Chicago Sun-Times, Leo Burnett Co. and
True North Communications. In addition to directing the Chicago
office's auditing activities, Schwartz handled complex
Securities and Exchange Commission issues and led acquisition
and divestiture investigations, productivity and profit
improvement projects, strategic planning activities, internal
control reviews, fraud investigations and organizational
reviews. Schwartz lives in Highland Park, Ill.

Gilbert Wachsman, a resident of Minneapolis, has broad
operating, consulting and board experience. He retired from
Musicland Group, Inc. as vice chairman and director in 2001 when
the company was acquired by Best Buy. At Musicland, he played a
key role in leading a turnaround of the $2 billion specialty
retailer from near bankruptcy to record profits. In addition to
lowering expense ratios and improving marketing effectiveness,
he improved the inventory management process by increasing
turnover by more than 25 percent and reduced the working capital
and borrowing needs of the company by more than 50 percent. From
1995-1996, Wachsman was a senior vice president of Kmart Corp.
and was responsible for its $14 billion hardlines businesses. He
ran Wachsman Management Consulting, a diverse turnaround
consulting practice that handled projects for multi-billion
dollar retail chains, from 1990-1995. From 1988-1990, he was
president, chief executive officer and director of Lieberman
Enterprises, one of the country's leading prerecorded media
distributors, and was a director of its parent company, LIVE
Entertainment, Inc. He was also president, chief executive
officer and director of Child World, Inc., the nation's second
largest toy superstore chain at the time, and was a senior vice
president of marketing/merchandising for Target Stores.

TruServ, headquartered in Chicago, is one of the world's largest
member-owned cooperatives with annual sales of $2.6 billion in
2001. The TruServ cooperative includes approximately 7,000
independent retailers worldwide operating under store identities
that include True Value, Grand Rental Station, Taylor Rental,
Home & Garden Showplace and Induserve Supply. Additional
information on TruServ and its retail identities is available at
http://www.truserv.com

At September 29, 2001, TruServ Corp. had a working capital
deficiency of about $177 million.


U.S. DIAGNOSTIC: Eyeing Prepackaged Chapter 11 Filing
-----------------------------------------------------
US Diagnostic Inc. (OTCBB:USDL) reported its financial results
for the year and quarter ended December 31, 2001. For the year
ended December 31, 2001, the Company reported a net loss of
$24.1 million as compared to a $32.6 million net loss for the
year ended December 31, 2000. Net revenue for the year ended
December 31, 2001 was $55.9 million, versus net revenue of
$127.9 million for the year ended December 31, 2000.

For the quarter ended December 31, 2001, the Company's net loss
was $8.3 million as compared to an $18.5 million net loss for
the quarter ended December 31, 2000. Net revenue for the fourth
quarter 2001 was $11.2 million, versus $20.1 million for the
fourth quarter 2000.

The reduction in revenues in both the quarterly period and full
year ended December 31, 2001 was attributable to the impact of
the Company's sale and closure of 13 imaging centers in 2001 and
the full year effect of the sale and closure of 35 imaging
centers in 2000.

The Company's financial condition continued to deteriorate
during 2001, despite efforts to improve operations, and its cash
flow remains inadequate to support its operating needs and to
service its debt obligations. The Company is substantially
dependent upon the willingness of its primary senior lenders to
reduce their sweeps of the Company's available cash, which in
part secures the Company's obligations under its credit
facilities with such lenders. If these forbearances were
terminated, the Company would likely be forced to seek immediate
protection in bankruptcy.

In addition, the Company continues to negotiate with its senior
lenders and a committee of debenture holders regarding a
restructuring which would require the Company to commence a
voluntary case under Chapter 11 of the Bankruptcy Code and
pursuant to which an entity affiliated or supported by the
Company's senior lenders would acquire substantially all of the
Company's operating assets in exchange for a cash payment that
would be used to partially repay creditors. In all likelihood,
there would be little or no value remaining in the Company for
its current stockholders. There can be no assurance that a
definitive agreement with respect to the proposed restructuring
will be entered into or that such agreement would be approved by
the bankruptcy court, nor can there be any assurance as to the
amount of funds that will be available to pay the Company's
creditors or the particular percentage of each class of
creditors' claims that could be repaid. For more information,
read the Company's Annual Report on Form 10-K for the year ended
December 31, 2001 as filed with the Securities and Exchange
Commission and which can be found on the Securities and Exchange
Commission's website at http://www.sec.gov

US Diagnostic Inc. is an independent provider of radiology
services with locations in 10 states and owns and operates 22
fixed site diagnostic imaging facilities.


VARSITY BRANDS: Riddell Group Sale Spurs S&P to Affirm B Rating
---------------------------------------------------------------
On April 16, 2002, Standard & Poor's affirmed its 'B' credit
ratings on Varsity Brands Inc. (formerly Riddell Sports Inc.).
The affirmation reflected the company's adequate liquidity and
fairly stable, though modest, cash flow following the sale of
the Riddell Group Division. With the sale of the Riddell Group
and litigation related to Umbro Worldwide resolved, management
can focus on its core cheerleading business that is exhibiting
decent growth. Pro forma for the sale of the Riddell Group,
total debt outstanding was approximately $81.8 million on
December 31, 2001. Outlook is stable.

The ratings on Varsity Brands reflect its narrow business base,
high seasonality, and heavy debt burden relative to modest cash
flow. These factors are tempered by good brand recognition,
relative stability of revenues, and low capital requirements
that result in slightly positive discretionary cash flow.

Based in Memphis, Tennessee, Varsity Brands is a leading
marketer and manufacturer of products and services to the school
spirit industry. Uniforms and accessories under the Varsity
Spirit trademark contribute about 58% of total revenues.
Remaining revenues are derived from camps, which had 245,000
participants in cheerleading and spirit camps in 2001, and
events and competitions, which are aired on the ESPN cable
network. Business is highly seasonal, with close to 41% of sales
in the third quarter; losses are typically incurred in the first
and fourth quarters. Good increases in most product categories,
quicker and lower cost deliveries, and a shift to higher margin
custom uniforms are boosting uniform and accessories' revenues.
A significant risk to the business is a possible regulation
change related to off-season training for cheerleading and dance
teams that could result in cheerleading being reclassified as a
sport. Additional acquisitions could help Varsity Brands build
its presence in the private dance studio market.

Pro forma EBITDA was about $18 million in 2001, and EBITDA
coverage of interest expense was about 1.6 times. Low capital
requirements yield positive discretionary cash flow. Proceeds
from the sale of the Riddell Group of approximately $61 million
plus seasonal debt were used to repay debt outstanding under the
company's credit facility and repurchase $40.7 million of the
company's 10.5% senior notes. Pro forma total debt outstanding
was approaching $82 million on December 31, 2001. The ratings
incorporate the assumption that the company's $15 million
borrowing base credit facility expiring in September 2002 is
refinanced.

                        Outlook

Continued revenue growth and the maintenance of financial
flexibility are important to ratings stability.


WILLCOX & GIBBS: Wins Court Nod to Employ Corporate Dispositions
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gives its
stamp of approval to Willcox & Gibbs, Inc. and its debtor-
affiliates to employ and retain Corporate Dispositions, LLC as
advisors in connection with the liquidation of their assets.

Corporate Dispositions will assist the Debtors with collection
of the Debtors' accounts, receivable and may assist in sales of
miscellaneous assets. Specifically, Corporate Dispositions will:

      a) marshal and secure the assets of the Debtors;

      b) identify initial minimum staffing requirements that
         allow the company to operate on a short-term basis;

      c) develop and implement a staffing plan consistent with
         the needs of close down activities including:

         - collection of accounts inventory;
         - sale of finished goods inventory;
         - sales of capital equipment;
         - sales of the Debtors' unique collections;
         - recover cash in foreign bank accounts;
         - collect payments on open Letter of Creditors on direct
           import shipments;
         - clean-up and move out of leased facilities;
         - maintain required systems through close down period;
         - corporate close down activities;

      d) evaluate incentive structure to insure maximum recovery
         value of unsold obsolete or discontinued product;

      e) identify critical expenses to the Debtors and make
         arrangements to pay and freeze all other payables;

      f) review the Debtors' tax records to determine the
         feasibility of recovering any past or current tax
         credits or payments;

      g) prepare tax returns if there is a sufficient refund to
         justify cost of preparing the returns;

      h) review all books and records for potential refunds due,
         employee expense advances or loans made, and prepaid
         assets/make recovery claims as required;

      i) identify major/valuable asset classes and directly
         market to users and dealers/brokers;

      j) conduct a sale following an auction process with the
         prior consent of the Debtors of all remaining fixed
         assets; and

      k) assist in such other matters as may from time to time
         arise in connection with such engagement.

The Debtors will pay Corporate Dispositions a fixed weekly fee
of $7,500 plus reimbursement of necessary and actual expenses.

Through the operations of six principal business units, Willcox
& Gibbs, Inc.'s business activities consist of the distribution
of certain replacement parts, supplies and ancillary equipment
to the apparel and other sewn products industry. The Company
filed for chapter 11 protection on August 6, 2001. Edwin J.
Harron, Esq. and Brendan Linehan Shannon, Esq. at Young,
Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts. When the Company filed for protection
from its creditors, it listed $36,393,000 in assets and
$29,994,000 in debts.


WINSTAR COMM: Judge Katz Transfers Chapter 7 Case to Judge Akard
----------------------------------------------------------------
Effective March 25, 2002, Judge Katz reassigns Winstar
Communications, Inc.'s Chapter 7 Cases to The Honorable John C.
Akard. (Winstar Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


XETEL CORPORATION: Settles Outstanding Credit Obligations
---------------------------------------------------------
XeTel Corporation (Nasdaq:XTEL), a comprehensive electronics
manufacturing and engineering solutions provider, disclosed
successful resolutions to previously announced financial
obligations. A new credit facility for receivables has been
established with Silicon Valley Bank. The new credit facility
allows XeTel to factor certain eligible receivables and provide
short-term capital. In addition, the previous asset based
facility with Tyco/CIT has been completely eliminated.

Concerning these activities, Angelo DeCaro, President and CEO
commented, "I am very pleased that we were able to completely
eliminate our debt facility with Tyco/CIT without any default
conditions. Our commitment towards the company's long term
financial health remains our number one priority."

Commenting on the new credit facility, Greg Wilemon, Senior Vice
President and CFO, stated, "I look forward to a long term
relationship with Silicon Valley Bank. This new credit facility
and relationship enhances our efforts towards future growth."

Charles Reeves of Alvarez and Marsal assisted XeTel in
establishing this new facility.

XeTel also announced that all late property taxes due to Travis
County were paid completely as of April 12, 2002, eliminating
the default that existed on February 1, 2002. Mr. DeCaro stated,
"While this was a difficult process for us, I am pleased that we
were able to eliminate this liability. This would not have been
possible without the cooperation and assistance of the Travis
County Attorney's office."

Founded in 1984, XeTel Corporation is ranked among the top 50
electronics manufacturing services industry providers in North
America. The company provides highly customized and
comprehensive electronics manufacturing, engineering and supply
chain solutions to Fortune 500 and emerging original equipment
manufacturers primarily in the networking, computer and
telecommunications industries. XeTel provides advanced design
and prototype services, manufactures sophisticated surface mount
assemblies and supplies turnkey solutions to original equipment
manufacturers. Incorporating its design and prototype services,
assembly capabilities, together with materials and supply base
management, advanced testing, systems integration and order
fulfillment services; XeTel provides total solutions for its
customers. XeTel employs over 300 people and is headquartered in
Austin, Texas with manufacturing services operations in Austin
and Dallas, Texas.

For more information on XeTel, visit their Web site at
http://www.xetel.com

                               *   *   *

As reported in the February 14, 2002 edition of Troubled Company
Reporter, Xetel Corporation, due to our existing financial
condition, was in violation of various covenants under certain
of its debt and operating lease agreements.


XO COMMS: Continuing Talks to Restructure Senior Credit Facility
----------------------------------------------------------------
XO Communications, Inc. (OTCBB:XOXO) issued the following
statement concerning its on-going discussions with investors and
its forbearance agreement with the lending institutions under
its secured credit facility that expired Monday.

Under the forbearance agreement, the lenders had agreed, subject
to certain conditions, not to exercise their remedies under the
credit facility with respect to certain cross default events and
fourth quarter 2001 minimum revenue covenants.

"Presently, we are continuing our discussions with our lending
institutions, holders of our senior unsecured notes and
prospective investors - including the investment group being led
by Carl Icahn. These actions are consistent with the terms of
our definitive investment agreement with Forstmann Little & Co.
and Telefonos de Mexico S.A. de C.V. which continues to be in
full force and effect. We are making progress in the
negotiations with the Icahn-led investment group and we are in
active discussions with the lending institutions under our
senior credit facility and the senior noteholders with a goal of
reaching an agreement on the terms of an investment and related
balance sheet restructuring. As the lending institutions are
actively involved with these discussions, they have indicated to
XO that, despite the expiration of the forbearance agreement,
they do not intend to take any additional action with respect to
the enforcement of their rights under the secured credit
facility so long as satisfactory progress on the restructuring
continues to be made."

XO Communications is one of the nation's fastest growing
providers of broadband communications services offering a
complete set of communications services, including: local and
long distance voice, Internet access, Virtual Private Networking
(VPN), Ethernet, Wavelength, Web Hosting and Integrated voice
and data services.

XO has assembled an unrivaled set of facilities-based broadband
networks and Tier One Internet peering relationships in the
United States. XO currently offers facilities-based broadband
communications services in 63 markets throughout the United
States.


* 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 ***