content: <PAGE>
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
         Date of Report (Date of earliest event reported): February 28, 2002
  
  
                                AB LIQUIDATING CORP.
               (Exact name of registrant as specified in its charter)
  
  
                                      Delaware
                              (State of incorporation)
  
  
  
               000-07428                              94-1668412
         (Commission File No.)            (IRS Employer Identification No.)
  
  
  
                            2055 GATEWAY PLACE, SUITE 400
                             SAN JOSE, CALIFORNIA 95110
                (Address of principal executive offices and zip code)
  
  
  
         Registrant's telephone number, including area code: (408) 451-3940
  
  
                           Adaptive Broadband Corporation
                                    (Former Name)
  
  
                                   ---------------
  
  <PAGE>
  
  Item 3.  Bankruptcy or Receivership.
  
           (b)  Confirmation of the Reorganization Plan
  
                (1)  As previously reported, on July 26, 2001, AB Liquidating
  Corp., formerly Adaptive Broadband Corporation (the "Debtor") filed a voluntary
  petition for relief under Chapter 11 of the federal bankruptcy code in the
  United States Bankruptcy Court, Northern District of California, San Jose
  Division (the "Bankruptcy Court"). On January 18, 2002, the Debtor filed with
  the Bankruptcy Court a First Amended Plan of Reorganization, dated January 18,
  2002 (the "Reorganization Plan") and a First Amended Disclosure Statement for
  First Amended Plan of Reorganization, dated January 18, 2002 (the "Disclosure
  Statement"). A copy of the Reorganization Plan (including all schedules thereto)
  and the Disclosure Statement are attached hereto as Exhibit 2.1 and Exhibit 2.2,
  respectively, and are hereby incorporated by reference.
  
                (2)  On February 28, 2002, the Bankruptcy Court entered an order
  confirming the Reorganization Plan.
  
                (3)  Summary of the Reorganization Plan
  
           The following is a summary of the classification and treatment of
  claims and interests as provided by the Reorganization Plan. This summary of the
  Reorganization Plan does not purport to be complete and is qualified in its
  entirety by reference to the Reorganization Plan and the Disclosure Statement.
  
           Under the Reorganization Plan, other than Administrative Claims and Tax
  Claims which are unclassified, Claims against and Interests in the Debtor are
  classified in Classes 1 through 4. The following table provides a summary of the
  classification and treatment of all such Claims and Interests. Reference should
  be made to the Disclosure Statement and to the Reorganization Plan for a
  complete description of the classifications and treatment of Claims and
  Interests.
  
                           CLASSIFIED CLAIMS AND INTERESTS
                           -------------------------------
  
          CLASS                    TREATMENT UNDER THE REORGANIZATION PLAN
          -----                    ---------------------------------------
  
  Class 1 Claims - Priority Employee      Each holder of a Class 1 Claims Priority
  Claims                                  Employee Claim will receive a Cash
                                          payment equal to the Allowed amount of
                                          such Claim, unless such holder will has
                                          agreed to different treatment of such
                                          Claim: (a) on or as soon as practicable
                                          after the later of (i) the Effective
                                          Date, or (ii) the date upon which the
                                          Bankruptcy Court enters a Final Order
                                          determining or allowing such Claim; or
                                          (b) in accordance with the terms and
                                          conditions of agreements that either
                                          have been or may be approved by the
                                          Bankruptcy Court between the holders of
                                          such Claims and the Debtor or
                                          Reorganized Debtor, as the case may be,
                                          in all cases together with
  
                                          2
  
  <PAGE>
  
                                          interest at the legal rate under
                                          California law from the date payment was
                                          due until the later to occur of the
                                          Effective Date or the date the
                                          distribution is made to the holder of
                                          the Allowed Claim in this Class.
  
  Class 2 Claims - Allowed Secured        Each holder of an Allowed Class 2
  Claims                                  Secured Claim in this will receive, at
                                          the option of the Debtor or the
                                          Reorganized Debtor, as the case may be,
                                          one of the following alternative
                                          treatments: (x) the holder of such Claim
                                          will retain its Lien on its collateral
                                          until such collateral is sold, and the
                                          proceeds of such sale, less the costs
                                          and expenses of disposing of such
                                          collateral, will be paid to such holder
                                          in full satisfaction and release of such
                                          Allowed Secured Claim; (y) on or as soon
                                          as practicable after the later of (i)
                                          the Effective Date, or (ii) the date
                                          upon which the Bankruptcy Court enters a
                                          Final Order determining or allowing such
                                          Claim, or as otherwise agreed between
                                          the holder of such Claim and the Debtor
                                          or Reorganized Debtor, as the case may
                                          be, the holder of such Claim will
                                          receive a Cash payment equal to the
                                          amount of its Allowed Secured Claim in
                                          full satisfaction and release of such
                                          Claim; or (z) the holder of such Claim
                                          will have the collateral securing such
                                          Claim abandoned to it in full
                                          satisfaction and release of such Claim.
                                          In the event such Claim is not
                                          completely satisfied by such
                                          distribution on account of its Allowed
                                          Secured Claim, such Claimant will have
                                          an Allowed Class 3 Unsecured Claim in
                                          the amount by which the Allowed Claim
                                          exceeds the Allowed Secured Claim.
  
  Class 3 Claims - Allowed                Each holder of an Allowed Class 3
  Unsecured Claims                        Unsecured Claim will receive on or as
                                          soon as practicable after the Effective
                                          Date an amount equal to its Pro Rata
                                          Share of the Net Plan Proceeds remaining
                                          after payment of (or reservation for)
                                          Allowed Secured Claims, Allowed
                                          Administrative Claims, Allowed Priority
                                          Tax Claims, and Allowed Priority
                                          Employee Claims. Assuming the Net Plan
                                          Proceeds are sufficient to enable
                                          payment in full with interest of the
                                          Allowed amount of each Allowed Unsecured
                                          Claim, the Plan Interest Rate will be
                                          the greater of (x) the federal judgment
                                          rate set forth in 28 U.S.C. section
                                          1961, determined on the Confirmation
                                          Date; or (y) six percent (6%). Interest
                                          will be paid at the Plan Interest Rate
                                          from the date payment was due through
                                          the later to occur of the Effective Date
                                          or the date the distribution is made to
                                          the holder of the Allowed Claim.
  
                                          3
  
  <PAGE>
  
  Class 4 Interests - Allowed Interests   Each holder of an Allowed Class 4
                                          Interest will receive such Holder's pro
                                          rata share of the Residue, if any,
                                          determined in accordance with its
                                          percentage ownership of Interests in the
                                          Debtor. If there is a Residue,
                                          distribution of the Residue will be
                                          made: (a) on or as soon as practicable
                                          after the later of (i) the Effective
                                          Date, (ii) the date upon which the
                                          Bankruptcy Court enters a Final Order
                                          determining such Interest if such
                                          Interest is a Disputed Interest, or
                                          (iii) the date amount of the Residue is
                                          determined or determinable by reason of
                                          (A) accumulation of the Litigation
                                          Recoveries and the Liquidation Proceeds,
                                          and (B) payment in full, with interest
                                          at the applicable Plan Interest Rate, to
                                          the holders of Allowed Secured Claims,
                                          Allowed Administrative Claims, Allowed
                                          Priority Tax Claims, Allowed Employee
                                          Priority Claims and Allowed Unsecured
                                          Claims; or (b) in accordance with the
                                          terms and conditions of agreements that
                                          either have been or may be approved by
                                          the Bankruptcy Court between the holder
                                          of such Interest and the Debtor or the
                                          Reorganized Debtor, as the case may be.
                                          Upon distribution of all Plan Proceeds
                                          as provided by the Reorganization Plan,
                                          all Equity Securities of the Debtor will
                                          be cancelled and be of no further force
                                          or effect.
  
                                 UNCLASSIFIED CLAIMS
                                 -------------------
  
  Administrative Claims                   Each holder of an Administrative Claim
                                          will receive Cash equal to the Allowed
                                          amount of such Claim, unless such holder
                                          has agreed to different treatment of
                                          such Claim: (a) on or as soon as
                                          practicable after the later of (i) the
                                          Effective Date, or (ii) the date upon
                                          which the Bankruptcy Court enters a
                                          Final Order determining or approving
                                          such Claim; (b) in accordance with the
                                          terms and conditions of agreements that
                                          either have been or may be approved by
                                          the Bankruptcy Court between the holders
                                          of such Claims and the Debtor or the
                                          Reorganized Debtor, as the case may be;
                                          or (c) with respect to Administrative
                                          Claims representing obligations incurred
                                          in the ordinary course of the Debtor's
                                          business, upon such regular and
                                          customary payment or performance terms
                                          as may exist in the ordinary course of
                                          the Debtor's business or as otherwise
                                          provided in the Reorganization Plan.
  
  Priority Tax Claims                     Unless the holder of a Priority Tax
                                          Claim has agreed to different treatment
                                          for such Claim, each holder of a
                                          Priority Tax Claim will receive a Cash
                                          payment equal to the Allowed amount of
                                          such Claim: (a) as soon as practicable
  
                                          4
  
  <PAGE>
  
                                          after the later of (i) the Effective
                                          Date, or (ii) the date upon which the
                                          Bankruptcy Court enters a Final Order
                                          determining or approving such Claim; (b)
                                          deferred to the extent permitted by
                                          section 1129(a)(9) of the Bankruptcy
                                          Code with interest on the unpaid portion
                                          of such Claim at the statutory rate or
                                          at a rate to be agreed to by the Debtor
                                          or the Reorganized Debtor, as the case
                                          may be, and the appropriate governmental
                                          unit or, if they are unable to agree, to
                                          be determined by the Bankruptcy Court;
                                          provided, however, that the Reorganized
                                          Debtor may prepay any or all such Claims
                                          at any time; or (c) in accordance with
                                          the terms and conditions of agreements
                                          that either have been or may be approved
                                          by the Bankruptcy Court between the
                                          holders of such Claims and the Debtor or
                                          the Reorganized Debtor, as the case may
                                          be. In the event payment to the holder
                                          of a Priority Tax Claim is deferred,
                                          each such holder will receive, on
                                          account of such Claim, deferred Cash
                                          payments, of a Present Value, as of the
                                          Effective Date, equal to the Allowed
                                          amount of such Claim.
  
           The Reorganization Plan became effective on March 11, 2002 (the
  "Effective Date"). Following the Effective Date, the Reorganized Debtor will
  sell or dispose of any remaining assets, collect accounts receivable, generate
  Liquidation Proceeds, prosecute or settle the Litigation, promptly transfer all
  receipts and collections to the Disbursing Agent for deposit into the Claims
  Reserve Account, and generally administer the Plan. Upon distribution of all
  Plan Proceeds, conclusion of all Litigation, and the allowance or disallowance
  of all Claims and Interests, the Reorganized Debtor will close the case, obtain
  a final decree and will either be dissolved under applicable law, or will be
  otherwise disposed as the Reorganized Debtor's management deems appropriate in
  accordance with applicable law.
  
           Richard M Kipperman has been appointed to manage the Reorganized Debtor
  as post-confirmation Responsible Individual under the Reorganization Plan from
  and after the Effective Date of the Reorganization Plan.
  
                                          5
  
  <PAGE>
  
           (4)  Shares Issued and Outstanding
  
                As of June 5, 2001, there were 37,772,166 shares of the Debtor's
  Common Stock issued and outstanding. No shares have been reserved for future
  issuance in respect of Claims and Interests filed and allowed under the
  Reorganization Plan. Upon distribution of all Plan Proceeds as provided by the
  Reorganization Plan, all of the issued and outstanding shares of Company's
  Common Stock will be cancelled and be of no further force or effect.
  
           (5)  Financial Information
  
                Information regarding the assets and liabilities of the Debtor is
  hereby incorporated by reference to the Debtor's Transition Report on Form 10-K
  for the transition period July 1, 2000 to December 31, 2000 and the Debtor's
  Current Report on Forms 8-K dated October 4, 2001, October 29, 2001, December 3,
  2001, January 24, 2002, February 20, 2002 and March 8, 2002.
  
           Statements in the Reorganization Plan, the Disclosure Statement and
  this Form 8-K that are not historical facts, including those related to the
  Registrant's plans and possible future Allowed Claims constitute
  "forward-looking statements" within the meaning of Section 27A of the Securities
  Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
  as amended. Such forward-looking statements involve known and unknown risks,
  uncertainties and other important factors that could cause the actual plans of
  the Debtor to differ materially from any future plans expressed or implied by
  such forward-looking statements. All forward-looking statements involve
  substantial risks and uncertainties beyond the Debtor's control. The Debtor
  undertakes no obligation to update or revise any forward-looking statement
  contained in the Reorganization Plan, the Disclosure Statement or this Form 8-K
  for events or circumstances after the date on which such statement is made. New
  factors emerge from time to time, and it is not possible for the Debtor to
  predict all such factors.
  
  Item 7.  Exhibits.
  
           (c)
  
                2.1  First Amended Plan of Reorganization of AB Liquidating Corp.,
                     dated January 18, 2002.
  
                2.2  First Amended Disclosure Statement for First Amended Plan of
                     Reorganization of AB Liquidating Corp., dated January 18,
                     2002.
  
                                          6
  
  <PAGE>
  
                                      SIGNATURE
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned, thereunto duly authorized.
  
                                         AB LIQUIDATING CORP.
  
  
  
  Dated: March 15, 2002                  By: /s/ ELIAS NADER
                                             ---------------------------------
                                             Elias Nader
                                             Secretary
  
  <PAGE>
  
                                  INDEX TO EXHIBITS
  
  Exhibit
  Number        Description
  ------        -----------
  
  2.1           First Amended Plan of Reorganization of AB Liquidating Corp.,
                dated January 18, 2002.
  2.2           First Amended Disclosure Statement for First Amended Plan of
                Reorganization of AB Liquidating Corp., dated January 18, 2002.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "d8k.txt", "description": "FORM 8-K", "secsgml_size_bytes": 21372}]
metadata_filer: {"company-data": {"conformed-name": "AB LIQUIDATING CORP", "cik": "0000016357", "assigned-sic": "3663", "irs-number": "941668412", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-07428", "film-number": "02576245"}, "business-address": {"street1": "1143 BORREGAS AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4087324000"}, "mail-address": {"street1": "AB LIQUIDATING CORP.", "street2": "1143 BORREGAS AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}, "former-company": [{"former-conformed-name": "ADAPTIVE BROADBAND CORP", "date-changed": "19990519"}, {"former-conformed-name": "CALIFORNIA MICROWAVE INC", "date-changed": "19920703"}]}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
         Date of Report (Date of earliest event reported): February 28, 2002
  
                                AB LIQUIDATING CORP.
               (Exact name of registrant as specified in its charter)
  
                                      Delaware
                              (State of incorporation)
  
               000-07428                              94-1668412
         (Commission File No.)            (IRS Employer Identification No.)
  
                            2055 GATEWAY PLACE, SUITE 400
                             SAN JOSE, CALIFORNIA 95110
                (Address of principal executive offices and zip code)
  
         Registrant's telephone number, including area code: (408) 451-3940
  
                           Adaptive Broadband Corporation
                                    (Former Name)
  
                                   ---------------
  Item 3.  Bankruptcy or Receivership.
  
           (b)  Confirmation of the Reorganization Plan
  
                (1)  As previously reported, on July 26, 2001, AB Liquidating
  Corp., formerly Adaptive Broadband Corporation (the "Debtor") filed a voluntary
  petition for relief under Chapter 11 of the federal bankruptcy code in the
  United States Bankruptcy Court, Northern District of California, San Jose
  Division (the "Bankruptcy Court"). On January 18, 2002, the Debtor filed with
  the Bankruptcy Court a First Amended Plan of Reorganization, dated January 18,
  2002 (the "Reorganization Plan") and a First Amended Disclosure Statement for
  First Amended Plan of Reorganization, dated January 18, 2002 (the "Disclosure
  Statement"). A copy of the Reorganization Plan (including all schedules thereto)
  and the Disclosure Statement are attached hereto as Exhibit 2.1 and Exhibit 2.2,
  respectively, and are hereby incorporated by reference.
  
                (2)  On February 28, 2002, the Bankruptcy Court entered an order
  confirming the Reorganization Plan.
  
                (3)  Summary of the Reorganization Plan
  
           The following is a summary of the classification and treatment of
  claims and interests as provided by the Reorganization Plan. This summary of the
  Reorganization Plan does not purport to be complete and is qualified in its
  entirety by reference to the Reorganization Plan and the Disclosure Statement.
  
           Under the Reorganization Plan, other than Administrative Claims and Tax
  Claims which are unclassified, Claims against and Interests in the Debtor are
  classified in Classes 1 through 4. The following table provides a summary of the
  classification and treatment of all such Claims and Interests. Reference should
  be made to the Disclosure Statement and to the Reorganization Plan for a
  complete description of the classifications and treatment of Claims and
  Interests.
  
                           CLASSIFIED CLAIMS AND INTERESTS
                           -------------------------------
  
          CLASS                    TREATMENT UNDER THE REORGANIZATION PLAN
          -----                    ---------------------------------------
  
  Class 1 Claims - Priority Employee      Each holder of a Class 1 Claims Priority
  Claims                                  Employee Claim will receive a Cash
                                          payment equal to the Allowed amount of
                                          such Claim, unless such holder will has
                                          agreed to different treatment of such
                                          Claim: (a) on or as soon as practicable
                                          after the later of (i) the Effective
                                          Date, or (ii) the date upon which the
                                          Bankruptcy Court enters a Final Order
                                          determining or allowing such Claim; or
                                          (b) in accordance with the terms and
                                          conditions of agreements that either
                                          have been or may be approved by the
                                          Bankruptcy Court between the holders of
                                          such Claims and the Debtor or
                                          Reorganized Debtor, as the case may be,
                                          in all cases together with
  
                                          2
  interest at the legal rate under
                                          California law from the date payment was
                                          due until the later to occur of the
                                          Effective Date or the date the
                                          distribution is made to the holder of
                                          the Allowed Claim in this Class.
  
  Class 2 Claims - Allowed Secured        Each holder of an Allowed Class 2
  Claims                                  Secured Claim in this will receive, at
                                          the option of the Debtor or the
                                          Reorganized Debtor, as the case may be,
                                          one of the following alternative
                                          treatments: (x) the holder of such Claim
                                          will retain its Lien on its collateral
                                          until such collateral is sold, and the
                                          proceeds of such sale, less the costs
                                          and expenses of disposing of such
                                          collateral, will be paid to such holder
                                          in full satisfaction and release of such
                                          Allowed Secured Claim; (y) on or as soon
                                          as practicable after the later of (i)
                                          the Effective Date, or (ii) the date
                                          upon which the Bankruptcy Court enters a
                                          Final Order determining or allowing such
                                          Claim, or as otherwise agreed between
                                          the holder of such Claim and the Debtor
                                          or Reorganized Debtor, as the case may
                                          be, the holder of such Claim will
                                          receive a Cash payment equal to the
                                          amount of its Allowed Secured Claim in
                                          full satisfaction and release of such
                                          Claim; or (z) the holder of such Claim
                                          will have the collateral securing such
                                          Claim abandoned to it in full
                                          satisfaction and release of such Claim.
                                          In the event such Claim is not
                                          completely satisfied by such
                                          distribution on account of its Allowed
                                          Secured Claim, such Claimant will have
                                          an Allowed Class 3 Unsecured Claim in
                                          the amount by which the Allowed Claim
                                          exceeds the Allowed Secured Claim.
  
  Class 3 Claims - Allowed                Each holder of an Allowed Class 3
  Unsecured Claims                        Unsecured Claim will receive on or as
                                          soon as practicable after the Effective
                                          Date an amount equal to its Pro Rata
                                          Share of the Net Plan Proceeds remaining
                                          after payment of (or reservation for)
                                          Allowed Secured Claims, Allowed
                                          Administrative Claims, Allowed Priority
                                          Tax Claims, and Allowed Priority
                                          Employee Claims. Assuming the Net Plan
                                          Proceeds are sufficient to enable
                                          payment in full with interest of the
                                          Allowed amount of each Allowed Unsecured
                                          Claim, the Plan Interest Rate will be
                                          the greater of (x) the federal judgment
                                          rate set forth in 28 U.S.C. section
                                          1961, determined on the Confirmation
                                          Date; or (y) six percent (6%). Interest
                                          will be paid at the Plan Interest Rate
                                          from the date payment was due through
                                          the later to occur of the Effective Date
                                          or the date the distribution is made to
                                          the holder of the Allowed Claim.
  
                                          3
  Class 4 Interests - Allowed Interests   Each holder of an Allowed Class 4
                                          Interest will receive such Holder's pro
                                          rata share of the Residue, if any,
                                          determined in accordance with its
                                          percentage ownership of Interests in the
                                          Debtor. If there is a Residue,
                                          distribution of the Residue will be
                                          made: (a) on or as soon as practicable
                                          after the later of (i) the Effective
                                          Date, (ii) the date upon which the
                                          Bankruptcy Court enters a Final Order
                                          determining such Interest if such
                                          Interest is a Disputed Interest, or
                                          (iii) the date amount of the Residue is
                                          determined or determinable by reason of
                                          (A) accumulation of the Litigation
                                          Recoveries and the Liquidation Proceeds,
                                          and (B) payment in full, with interest
                                          at the applicable Plan Interest Rate, to
                                          the holders of Allowed Secured Claims,
                                          Allowed Administrative Claims, Allowed
                                          Priority Tax Claims, Allowed Employee
                                          Priority Claims and Allowed Unsecured
                                          Claims; or (b) in accordance with the
                                          terms and conditions of agreements that
                                          either have been or may be approved by
                                          the Bankruptcy Court between the holder
                                          of such Interest and the Debtor or the
                                          Reorganized Debtor, as the case may be.
                                          Upon distribution of all Plan Proceeds
                                          as provided by the Reorganization Plan,
                                          all Equity Securities of the Debtor will
                                          be cancelled and be of no further force
                                          or effect.
  
                                 UNCLASSIFIED CLAIMS
                                 -------------------
  
  Administrative Claims                   Each holder of an Administrative Claim
                                          will receive Cash equal to the Allowed
                                          amount of such Claim, unless such holder
                                          has agreed to different treatment of
                                          such Claim: (a) on or as soon as
                                          practicable after the later of (i) the
                                          Effective Date, or (ii) the date upon
                                          which the Bankruptcy Court enters a
                                          Final Order determining or approving
                                          such Claim; (b) in accordance with the
                                          terms and conditions of agreements that
                                          either have been or may be approved by
                                          the Bankruptcy Court between the holders
                                          of such Claims and the Debtor or the
                                          Reorganized Debtor, as the case may be;
                                          or (c) with respect to Administrative
                                          Claims representing obligations incurred
                                          in the ordinary course of the Debtor's
                                          business, upon such regular and
                                          customary payment or performance terms
                                          as may exist in the ordinary course of
                                          the Debtor's business or as otherwise
                                          provided in the Reorganization Plan.
  
  Priority Tax Claims                     Unless the holder of a Priority Tax
                                          Claim has agreed to different treatment
                                          for such Claim, each holder of a
                                          Priority Tax Claim will receive a Cash
                                          payment equal to the Allowed amount of
                                          such Claim: (a) as soon as practicable
  
                                          4
  after the later of (i) the Effective
                                          Date, or (ii) the date upon which the
                                          Bankruptcy Court enters a Final Order
                                          determining or approving such Claim; (b)
                                          deferred to the extent permitted by
                                          section 1129(a)(9) of the Bankruptcy
                                          Code with interest on the unpaid portion
                                          of such Claim at the statutory rate or
                                          at a rate to be agreed to by the Debtor
                                          or the Reorganized Debtor, as the case
                                          may be, and the appropriate governmental
                                          unit or, if they are unable to agree, to
                                          be determined by the Bankruptcy Court;
                                          provided, however, that the Reorganized
                                          Debtor may prepay any or all such Claims
                                          at any time; or (c) in accordance with
                                          the terms and conditions of agreements
                                          that either have been or may be approved
                                          by the Bankruptcy Court between the
                                          holders of such Claims and the Debtor or
                                          the Reorganized Debtor, as the case may
                                          be. In the event payment to the holder
                                          of a Priority Tax Claim is deferred,
                                          each such holder will receive, on
                                          account of such Claim, deferred Cash
                                          payments, of a Present Value, as of the
                                          Effective Date, equal to the Allowed
                                          amount of such Claim.
  
           The Reorganization Plan became effective on March 11, 2002 (the
  "Effective Date"). Following the Effective Date, the Reorganized Debtor will
  sell or dispose of any remaining assets, collect accounts receivable, generate
  Liquidation Proceeds, prosecute or settle the Litigation, promptly transfer all
  receipts and collections to the Disbursing Agent for deposit into the Claims
  Reserve Account, and generally administer the Plan. Upon distribution of all
  Plan Proceeds, conclusion of all Litigation, and the allowance or disallowance
  of all Claims and Interests, the Reorganized Debtor will close the case, obtain
  a final decree and will either be dissolved under applicable law, or will be
  otherwise disposed as the Reorganized Debtor's management deems appropriate in
  accordance with applicable law.
  
           Richard M Kipperman has been appointed to manage the Reorganized Debtor
  as post-confirmation Responsible Individual under the Reorganization Plan from
  and after the Effective Date of the Reorganization Plan.
  
                                          5
  (4)  Shares Issued and Outstanding
  
                As of June 5, 2001, there were 37,772,166 shares of the Debtor's
  Common Stock issued and outstanding. No shares have been reserved for future
  issuance in respect of Claims and Interests filed and allowed under the
  Reorganization Plan. Upon distribution of all Plan Proceeds as provided by the
  Reorganization Plan, all of the issued and outstanding shares of Company's
  Common Stock will be cancelled and be of no further force or effect.
  
           (5)  Financial Information
  
                Information regarding the assets and liabilities of the Debtor is
  hereby incorporated by reference to the Debtor's Transition Report on Form 10-K
  for the transition period July 1, 2000 to December 31, 2000 and the Debtor's
  Current Report on Forms 8-K dated October 4, 2001, October 29, 2001, December 3,
  2001, January 24, 2002, February 20, 2002 and March 8, 2002.
  
           Statements in the Reorganization Plan, the Disclosure Statement and
  this Form 8-K that are not historical facts, including those related to the
  Registrant's plans and possible future Allowed Claims constitute
  "forward-looking statements" within the meaning of Section 27A of the Securities
  Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
  as amended. Such forward-looking statements involve known and unknown risks,
  uncertainties and other important factors that could cause the actual plans of
  the Debtor to differ materially from any future plans expressed or implied by
  such forward-looking statements. All forward-looking statements involve
  substantial risks and uncertainties beyond the Debtor's control. The Debtor
  undertakes no obligation to update or revise any forward-looking statement
  contained in the Reorganization Plan, the Disclosure Statement or this Form 8-K
  for events or circumstances after the date on which such statement is made. New
  factors emerge from time to time, and it is not possible for the Debtor to
  predict all such factors.
  
  Item 7.  Exhibits.
  
           (c)
  
                2.1  First Amended Plan of Reorganization of AB Liquidating Corp.,
                     dated January 18, 2002.
  
                2.2  First Amended Disclosure Statement for First Amended Plan of
                     Reorganization of AB Liquidating Corp., dated January 18,
                     2002.
  
                                          6
  SIGNATURE
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned, thereunto duly authorized.
  
                                         AB LIQUIDATING CORP.
  
  Dated: March 15, 2002                  By: /s/ ELIAS NADER
                                             ---------------------------------
                                             Elias Nader
                                             Secretary
  INDEX TO EXHIBITS
  
  Exhibit
  Number        Description
  ------        -----------
  
  2.1           First Amended Plan of Reorganization of AB Liquidating Corp.,
                dated January 18, 2002.
  2.2           First Amended Disclosure Statement for First Amended Plan of
                Reorganization of AB Liquidating Corp., dated January 18, 2002.