TCR_Public/010919.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

         Wednesday, September 19, 2001, Vol. 5, No. 183

                          Headlines

360NETWORKS: Rex Moore Seeks to Enforce Mechanic's Liens
AMES DEPARTMENT: Utility Firms Enjoined from Altering Service
CARBIDE/GRAPHITE: Bank Group Extends Covenant Waiver to Sept. 21
COMDISCO: GECC Wants Healthcare to Halt Use of Cash Collateral
CONTINENTAL AIRLINES: Capacity Cut Ends Service to 10 Cities

CORAM HEALTHCARE: Court Extends Lease Decision Period to Jan. 1  
COVAD COMMS: UST Seeks Disclosure of Wages & Benefits Amounts
COVAD COMMS: Mark A. Richman Named Chief Financial Officer
DC DIAGNOSTICARE: Expects to Receive $9-Million Capital Funding
DERBY CYCLE: US Trustee Appoints Unsecured Creditors Committee

FAMILY GOLF: Court Extends Lease Decision Period to October 31
FINOVA GROUP: The Mall at IV Demands Payment on Admin. Claim
FINOVA GROUP: Berkshire Hathaway Invokes Act of War Clause
FRUIT OF THE LOOM: Asks to File Fogel Fee Application Under Seal
GENESIS HEALTH: Multicare Moves to Abandon VA Pleasant Facility

GLENAYRE TECHNOLOGIES: Proposes to Implement Reverse Stock Split
GOLDEN BOOKS: Sells Assets to Classic Media & Random House
HMG WORLDWIDE: Fails to Comply with Nasdaq Bid Price Requirement
HEALTH RISK: Taps Harpeth to Explore Options under Chapter 11
ICG COMMS: Secures 2nd Extension of Exclusive Period to Dec. 10

IMMUCOR INC: Secures Covenant Default Waiver from Senior Lender
INTEGRATED HEALTH: Westhaven Seeks Payment on Washoe Lease Claim
ITI EDUCATION: Sells Assets to Education Management for $3.2M
JAM JOE: Wants Deadline to File Schedules Extended to Sept. 26
KOMAG: Expects Stock Trading in OTCBB After Appeal Withdrawal

L.L. KNICKERBOCKER: Court Approves Substantial Sale of Assets
LAIDLAW INC: Gets Okay to Set-Up Interim Compensation Procedures
LERNOUT & HAUSPIE: Plan's Classification & Treatment of Claims
MCMS INC: Files for Chapter 11 Protection in Delaware
MCMS INC: Case Summary & 20 Largest Unsecured Creditors

MCMS INC: Strikes Deal to Sell Key Assets to MSL for $43.5MM
MARINER POST-ACUTE: Court Approves MHG's Disclosure Statement
MAXICARE HEALTH: CaliforniaChoice Acts to Protect Members
MESA AIR: Slashes Senior Executive Pay and Reduces Operations
NATIONAL AIRLINES: Waives Customer Advance Purchase Requirements

OWENS CORNING: Making Secret Pension Plan Contributions
OWENS CORNING: Net Income Tops $29 Million in Second Quarter
PACIFIC GAS: Assumes Amended PPA with QF United Cogen
PAYSTAR COMMS: Plan to Make $3.5MM Debt Reduction Underway
RELIANCE GROUP: Bank & Creditors Panel Jointly Employ PwC

STERLING CHEMICALS: Gets Final Approval of $195MM DIP Financing
SUN HEALTHCARE: Moves to Reject Two New Mexico Office Leases
US AIRWAYS: Plans to Reduce Capacity by 23%, Workforce by 11,000
U.S. MINERAL: US Trustee Appoints Unsecured Creditors Committee
WHEELING-PITTSBURGH: Court Approves Stipulation for IRBs

WINSTAR COMMS: Engages Impala Partners as Restructuring Advisor
ZANY BRAINY: Hilco Capital LP Completes $115 Million Funding

* Meetings, Conferences and Seminars

                          *********

360NETWORKS: Rex Moore Seeks to Enforce Mechanic's Liens
--------------------------------------------------------
Rex Moore Electrical Contractors & Engineers is a licensed
contractor under the laws of the State of California.  Rex
performed work for Howard S. Wright Construction Co., Big D
Construction Company and Mortenson, all general contractors
under construction contracts with 360networks inc.

Jerry M. Kuperstein, Esq., notes that Rex Moore has a lien on
the Debtors' properties upon which Rex Moore bestowed labor and
furnished materials.  And Rex Moore has claimed these liens,
which have been noticed by the recording of its mechanic's liens
pursuant to the Civil Code of California.

According to Mr. Kuperstein, the Debtors have nor may have
interest in these real properties subject to Rex Moore's
mechanics' liens:

  (1) 900 Rock Avenue, San Jose, California 95131 - commonly
      known as the 360networks, San Jose POP;

  (2) 314 California Avenue, Bakersfield, California 93304, -
      commonly known as the 360networks, Bakersfield POP;

  (3) 7620 N. Del Mar, Fresno, California 93711 - commonly known
      as the 360networks, Fresno POP;

  (4) 800 N. 10th Street, Sacramento, California 95814 -
      commonly known as the 360networks, Sacramento POP.

Mr. Kuperstein explains that a California Mechanic's Lien
claimant is required to continue or maintain the perfection of
its mechanics' lien by commencing a foreclosure action upon such
lien within 90 days from recording of the lien.  

However, Mr. Kuperstein notes, 11 U.S.C section 362(a) stays the
continuance or maintenance of perfection with regard to any
interest of Debtor in the works of improvement.  Under these
circumstances, Mr. Kuperstein reminds Judge Gropper that 11
U.S.C. section 546(b) requires the perfection must be continued
or maintained by giving notice, which notice must expressly
indicate an intent to enforce such interest.

Thus, Rex Moore gives this notice to serve as Notice of Intent
to Enforce its Liens against the Debtors' interest in the works
of improvement. (360 Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


AMES DEPARTMENT: Utility Firms Enjoined from Altering Service
-------------------------------------------------------------
In connection with the operation of their businesses, Ames
Department Stores, Inc. obtain Utility Services, from
approximately 620 different utility companies.  The Debtors
estimate their cost for Utility Services during the next 30 days
will be approximately $4,500,000.  The Debtors' businesses
require that Utility Services continue uninterrupted.  

Any interruption in Utility Services will cause irreparable harm
to the Debtors' ability to conduct their business in an orderly
and efficient manner.

By its motion, the Debtors request that the Court enter an
order:

(1) prohibiting the Utility Companies from altering, refusing,
    or discontinuing Utility Services on account of pre-petition
    invoices;

(2) until further order of this Court or an agreement
    between any Utility Company and the Debtors, deeming the
    Utility Companies to be adequately assured of future
    performance by their entitlement to an administrative
    expense claim;

(3) providing that, within 5 business days from the date the
    Court grants the requested relief, a copy of the Order
    granting the relief requested herein shall be served on the
    Utility Companies;

(4) providing that if a Utility Company requests additional
    adequate assurance which the Debtors believe to be
    unreasonable, the Debtors shall file a Motion for
    Determination of Adequate Assurance of Payment and set such
    motion for hearing at the Court's discretion;

(5) providing that any Utility Company that does not timely
    request additional adequate assurance shall be deemed to
    have received adequate assurance;

(5) providing that, in the event a Determination Motion is filed
    or a Determination Hearing is scheduled, any objecting
    Utility Company shall be deemed to have received adequate
    assurance without the need for payment of additional
    deposits or other securities until an order of the Court is
    entered in connection with such Determination Motion or
    Hearing.

David S. Lissy, Esq., Ames' Senior Vice President and General
Counsel, proposes to provide adequate assurance of payment, in
the form of payment as an administrative expense for Utility
Services rendered to the Debtors by the Utility Companies
following the Commencement Date.  

The Debtors also propose that the method of providing adequate
assurance be without prejudice to the rights of any Utility
Company to move this Court for additional assurance for itself
within 30 days from the date of the entry of the Order approving
this Motion, and that the burden of proof shall remain
unaffected by the Court's approval of the methods proposed
herein.  

Mr. Lissy adds that by proving a material adverse change to Ames
after the 30-day period that would justify additional
assurances, a Utility Company may obtain such relief on request
made after the 30-day period.

The Debtors represent that they will continue to pay, in the
ordinary course of business, all post-petition bills for Utility
Services, as billed and when due.  

To the best of the Debtors' knowledge, there are few defaults or
arrearages of any significance with respect to the Debtors'
undisputed Utility Services invoices, other than:

   (i) certain payment interruptions to telephone service
       providers in the several months leading up to the
       Commencement Date and

  (ii) payment interruptions that may be caused by the
       commencement of these chapter 11 cases.

The Debtors submit that adequate assurance of payment to the
Utility Companies is manifestly evident in these cases, given
the proposed debtor in possession financing facility, which will
provide the Debtors with more than sufficient availability of
funds to pay all post-petition charges and other administrative
expenses.  

In short, Mr. Lissy explains, the proposed method of furnishing
adequate assurance of payment for post-petition Utility Services
is not prejudicial to the rights of any Utility Company, and is
in the best interest of the Debtors' estates and creditors.
(AMES Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CARBIDE/GRAPHITE: Bank Group Extends Covenant Waiver to Sept. 21
----------------------------------------------------------------
The Carbide/Graphite Group, Inc. (Nasdaq: CGGI) reported that
the bank group under its $135 million revolving credit facility
has extended the expiration date of a previously-issued waiver
related to the Company's non-compliance with certain financial
covenants during its fiscal year ended July 31, 2000.

Such waiver has been extended until September 21, 2001.

The Company continues to negotiate with affiliates of Questor
Management Company and the Bank Group to reach agreement on an
alternate transaction whereby Questor would invest $65 million
and the Bank Group would restructure their loans.

The Carbide/Graphite Group, Inc. is a leading manufacturer of
industrial graphite and calcium carbide products with
manufacturing facilities in St. Marys, Pennsylvania; Niagara
Falls, New York; Louisville and Calvert City, Kentucky; and
Seadrift, Texas.


COMDISCO: GECC Wants Healthcare to Halt Use of Cash Collateral
--------------------------------------------------------------
General Electric Capital Corporation is a secured lender to
Comdisco Healthcare Group, Inc., with a security interest in
certain Master Leases, Lease Schedules, Equipment and the rental
and other payments due and in the proceeds thereof.

Alexander Terras, Esq., at Quarles & Brady, in Chicago,
Illinois, relates Comdisco Healthcare entered into a Master Loan
and Security Agreement with GECC last February 20, 2001.  

Under the agreement, Mr. Terras explains, Comdisco Healthcare
assigned to GECC a security interest in certain Master Equipment
Leases, Equipment, Equipment Lease Schedules, and all rent and
other payments due thereunder, and the proceeds thereof.

>From time to time, Mr. Terras says, Comdisco Healthcare would
enter into a Security Supplement for each of the lease
transactions.  Under these Security Supplements, Mr. Terras
says, Comdisco Healthcare granted GECC a security interest in
the Master Lease, Lease Schedule, Equipment and in all rental
payments and other charges due or to become due under the Lease.

According to Mr. Terras, GECC perfected the security interests
granted under the Master Loan and Security Agreement and the
Security Supplements by filing the UCC-1 Financing Statements
with the Secretary of State of the State of Illinois.

As a result, Mr. Terras notes, GECC now has a perfected, non-
avoidable security interest in the Master Leases, the Lease
Schedules, in the items of Equipment, which are the subject of
the Lease Schedules, and in all of the rental payments and other
charges due or to become due under the Equipment Lease
Schedules.

Each equipment lease schedules provides for the payment of
periodic rental payments from the lessees to Comdisco
Healthcare, Mr. Terras explains.

Under section 363(a) of the Bankruptcy Code, Mr. Terras claims,
the payments due under each of the master leases and equipment
lease schedules constitute the cash collateral of GECC.

But GECC does not want the Debtors to use its cash collateral.
GECC contends that since Comdisco Healthcare has not obtained
Court approval, the Debtors they should be prohibited from using
GECC's cash collateral.

GECC asks the Court for an order (a) directing Comdisco
Healthcare to segregate and separately account for any and all
proceeds of the Equipment Lease Schedules, whether received pre-
petition or post-petition; (b) ordering Comdisco Healthcare not
to use GECC's cash collateral, absent adequate protection of
GECC's interest in the GECC cash collateral; and (c) ordering
monthly adequate protection payments to GECC in the same amounts
as are being paid to the Debtor under the Equipment Lease
Schedules. (Comdisco Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


CONTINENTAL AIRLINES: Capacity Cut Ends Service to 10 Cities
------------------------------------------------------------
Continental Airlines (NYSE: CAL) announced preliminary details
of its previously announced long-term schedule reduction, which
is being taken as a direct result of the current and anticipated
drop in demand for air travel. Overall Continental and
Continental Express are reducing capacity by 20 percent on a
system-wide available seat mile basis.

"These painful steps are necessary for the long-term survival of
Continental," said Chairman and CEO Gordon Bethune. "Although
these schedule reductions will hurt communities and those who
have come to rely on us, we have no choice."

The 18 percent reduction in flights results in a 20 percent
reduction in available seat mile capacity.

Continental also announced that it will be temporarily
suspending service between Cleveland and London/Gatwick. Nonstop
service from NY/Newark to Rio de Janeiro is being suspended,
although service to Rio de Janeiro will continue to be offered
via Sao Paulo.

The changes will take effect on various dates between now and
October 1. Continental will not implement service to Montego Bay
and Kingston, Jamaica, which was planned to take effect at the
end of this year.

Most of the total capacity reduction is generated by modifying
flight frequencies (for example, reducing flying from five times
per day to four times per day on a particular route) on dozens
of additional routes that will be specified at a later date.

Included in the planned changes is the suspension of all DC-10
flying effective Oct. 1. Also subject to temporary grounding are
approximately 31 Continental standard-body aircraft and 14
Continental Express turboprops.

In a Reuters report, Continental Chief Executive Gordon Bethune
was quoted as saying that the carrier could possibly file for
bankruptcy protection by late October, should the U.S. Congress
fail to extend aid to the entire American airline industry.


CORAM HEALTHCARE: Court Extends Lease Decision Period to Jan. 1  
---------------------------------------------------------------
Judge Mary Walrath extends the period within which Coram
Healthcare Corporation must decide whether to assume or reject
unexpired leases of non-residential property up to January 1,
2002.

Coram convinced the Court the company would not be in a position
to evaluate their leases until the plan process has been
completed.  

Judge Walrath agrees with Coram that the extension of the lease
decision period will facilitate the confirmation of the
company's plan of reorganization and minimize administrative
expenses.  

Coram is confident that their landlords and sub-tenants will not
be prejudiced by the extension.


COVAD COMMS: UST Seeks Disclosure of Wages & Benefits Amounts
-------------------------------------------------------------
Patricia A. Staiano, the United States Trustee, Objects to
Certain Provision of Order Authorizing, but not Requiring,
Payment of Certain Covad Communications Group, Inc. Pre-Petition
Wages, Salaries, and Other Compensation, Employee Medical and
Similar Benefits, Reimbursable Employee Expenses, and Workers'
Compensation Benefits.

Joseph J. McMahon, Jr., Esq., attorney for the US Trustee, tells
the Court that to date, the Debtor has made no disclosure
regarding:

A. the identity of the employees to whom the bonus amounts are
   being paid;

B. the bonus amount due each employee; and

C. the terms of the Debtor's agreement to pay bonuses to the
   employees.

Absent disclosure of this information, Mr. McMahon claims it is
difficult to evaluate the reasonableness and propriety of the
relief sought.  Furthermore, Mr. McMahon contends that it is
clear that the amounts, in combination with other relief sought
in the Motion, will vastly exceed the priority claim cap
established in the Bankruptcy Code. (Covad Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


COVAD COMMS: Mark A. Richman Named Chief Financial Officer
----------------------------------------------------------
Covad Communications (OTCBB:COVD), the leading national
broadband services provider utilizing DSL (Digital Subscriber
Line) technology, announced that Mark A. Richman joins the
company today as chief financial officer.

Richman brings over 18 years of financial management experience
to Covad. He joins the company from MainStreet Networks where he
was vice president and CFO, and built the finance, accounting
and IT functions into departments. Prior to MainStreet, Richman
held senior management positions at Adecco S.A. where he was
vice president of finance and administration for Adecco U.S., a
$3 billion operating division.

He was also vice president and corporate treasurer at the parent
company where he raised over $3 billion in funding through
various debt and equity transactions. He also worked for
Merisel, Inc., a global computer hardware and software
distributor, and was primarily based in London as European
finance director. Prior to Merisel, Richman had held various
banking positions with ING Capital, Manufacturers Hanover Trust
Company and Wells Fargo Bank.

Richman holds a bachelor of science degree in managerial
economics from the University of California at Davis and a
master of business administration degree from the Anderson
School at UCLA.

Richman will be responsible for all aspects of Covad's finance
organization, including strategic and financial planning and
analysis, financing, investor relations, accounting and
treasury.

"Mark brings proven experience and leadership in a broad range
of financial operations and in the development and management of
strong operating controls and processes," said Charles E.
Hoffman, Covad president and chief executive officer. "He also
brings in-depth experience in areas imperative to Covad, such as
financing activities and bond transactions."

Covad is the leading national broadband service provider of
high-speed Internet and network access utilizing Digital
Subscriber Line (DSL) technology. It offers DSL, IP and dial-up
services through Internet Service Providers, telecommunications
carriers, enterprises, affinity groups, PC OEMs and ASPs to
small and medium-sized businesses and home users. Covad services
are currently available across the United States in 94 of the
top Metropolitan Statistical Areas.

Covad's network currently covers more than 40 million homes and
business and reaches approximately 40 to 45 percent of all US
homes and businesses. Corporate headquarters is located at 4250
Burton Drive, Santa Clara, CA 95054. Telephone: 888/GO-COVAD.
Web Site: http://www.covad.com


DC DIAGNOSTICARE: Expects to Receive $9-Million Capital Funding
---------------------------------------------------------------
DC DiagnostiCare Inc. (TSE: DCE) announced that it expects to
receive approximately $9 million in grants to replace diagnostic
imaging equipment within its Ontario clinics. This announcement
follows an announcement earlier by the Ontario Health and Long-
Term Care Minister Tony Clement.

The precise terms of the funding arrangements are expected to be
announced imminently. However, the funds will be restricted for
use in Ontario where DiagnostiCare operates 113 clinics and will
be made available to reimburse the Company for qualifying
expenditures.

DiagnostiCare will use the funds to replace existing diagnostic
imaging equipment in those clinics with more modern equipment,
which will provide enhanced image quality and improved
productivity.

"Following the recent approval of a restructured credit
facility, DiagnostiCare had announced its intention to invest in
revitalizing clinic infrastructure as part of its overall
restructuring plan. The grants announced [Monday] allow
DiagnostiCare to significantly accelerate its revitalizing
efforts in Ontario where a substantial portion of the Company's
operations are centered," said Brock Armstrong, President and
CEO. "For our patients and referring physicians, the investment
in new equipment will translate into improved and more timely
results," he added.

Based in Edmonton, DC DiagnostiCare Inc. provides a
comprehensive suite of medical imaging services through a
network of over 140 diagnostic imaging centers across Canada.


DERBY CYCLE: US Trustee Appoints Unsecured Creditors Committee
--------------------------------------------------------------
The United States Trustee appoints these members to the
Committee of Unsecured Creditors in connection with the
bankruptcy cases of Derby Cycle Corporation:

A. Romano I. Peluso, The Bank of New York
   101 Barclay St., 21W, New York, New York 10286
   Phone: (212) 815-3251     Fax: (212) 815-3466

B. Robert M. Paine, Putnam Investments
   One Post Office Square, Boston, Massachusetts 02109
   Phone: (617) 292-1000     Fax: (617) 760-8639

C. Joseph M. Deignan, CFSC Wayland Advisors, Inc.
   12700 Whitewater Drive, Minnetomka, Minnesota 55343
   Phone: (952) 984-3709     Fax: (952) 984-3913


FAMILY GOLF: Court Extends Lease Decision Period to October 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted Family Golf Centers, Inc.'s motion to extend its
deadline to decide whether to assume, assume and assign, or
reject its office lease to October 31, 2001.  

The Court agreed that the size and complexity of the Company's
chapter 11 cases justifies the extension, without which the
Company would have to vacate their offices without securing a
new office space.  


FINOVA GROUP: The Mall at IV Demands Payment on Admin. Claim
------------------------------------------------------------
The Mall at IV Group Properties, LLC, is the ground lessee of a
retail center located on Route 4 in Paramus, New Jersey.

L. Jason Cornell, Esq., at Agostini, Levistky, Isaacs & Kulesza,
in Wilmington, Delaware, relates that The Mall at IV entered
into a Loan Agreement with Finova Realty Capital last year.  
Under the Loan Agreement, Finova Realty agreed to make a loan to
The Mall at IV in the original principal amount of $10,527,000.

To evidence the Loan, Mr. Cornell says, The Mall at IV executed
a promissory Note in the amount of $10,527,000 in Finova
Realty's favor.  According to Mr. Cornell, the Note delineates
the terms and conditions of repayment of the Loan and other
obligations agreed to by the parties.

To secure repayment of the Note, Mr. Cornell explains, the Mall
at IV executed a Leasehold Mortgage in Finova Realty's favor.

It is undisputed, Mr. Cornell emphasizes, that The Mall at IV
had been and remained current on all of its obligations to
Finova Realty under the Loan Documents.

According to Mr. Cornell, the Loan Agreement provides that -- if
neither an event of default nor an incipient default exists and
the cash flow from the Property is insufficient to make the
interest payments due under the Note, then Finova Realty shall
disburse funds to The Mall at IV from an Interest Reserve Fund
for monthly interest billings on the Loan until the Interest
Reserve Fund has been exhausted.

Upon exhaustion of the Interest Reserve Fund, Mr. Cornell tells
Judge Walsh that The Mall at IV was required to pay Finova
Realty the monthly installments of interest due under the Note.

Last April, Mr. Cornell relates that The Mall at IV wrote Finova
Realty requesting a draw from the Interest Reserve Account in
the amount of $514,130.  However, Mr. Cornell notes, Finova
Realty failed and refused to honor The Mall at IV's disbursement
request, thereby breaching the Loan Agreement.

The original Maturity Date of the Note was July 1, 2001, with an
option to extend for 2 additional 6-month periods.  The Mall at
IV wrote Finova Realty that it wants to exercise its right to
extend the Maturity Date of the Note to Jan. 1, 2002.  

According to Mr. Cornell, Mr. Patrick Brown of Finova Realty
assured The Mall at IV that the Maturity Date would be extended
in accordance with the request.  But just 3 business days before
the Maturity date, Mr. Cornell relates, Mr. Brown orally advised
The Mall at IV that certain financial conditions required for
the extension may not have been satisfied, and that The Mall at
IV should take such action as it deemed appropriate under the
circumstances.

During subsequent discussions with Finova Realty's
representatives, Mr. Cornell notes that it became obvious that
Finova Realty had no intention of living up to its obligations
under the Loan Documents.  So, Mr. Cornell says, The Mall at IV
issued notices of default to Finova Realty.

As a result of Finova Realty's bad faith refusal to extend the
Maturity Date, Mr. Cornell relates that The Mall at IV was
forced to scramble to locate new financing.  Luckily, Mr.
Cornell says, The Mall at IV successfully obtained a replacement
loan.  But despite this development, Mr. Cornell tells Judge
Walsh that The Mall at IV already incurred extensive damages --
in the amount of $774,473.13 -- as a result of Finova Realty's
breach of the Loan Documents.

Since the Court earlier preserved their administrative claim
against the Debtors, The Mall at IV now asks Judge Walsh to
grant their request for allowance and payment of an
administrative expense claim in the amount of $774,473.13.
(Finova Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


FINOVA GROUP: Berkshire Hathaway Invokes Act of War Clause
----------------------------------------------------------
Berkshire Hathaway Inc. (NYSE: BRK.A, BRK.B) announced that it
has terminated its offer to purchase for cash up to $500,000,000
aggregate principal amount of the 7.5% Senior Secured Notes
Maturing 2009 with Contingent Interest Due 2016 of The
FINOVA Group Inc.  

Berkshire terminated its offer for the Notes pursuant to the
conditions of the offer which, among other things, provided
that Berkshire shall not be required to accept for payment or
pay for any tendered Notes and may terminate the offer if on or
prior to the expiration date (September 26, 2001) there shall
have occurred (i) any general suspension of trading in
securities on any national securities exchange or in the over-
the-counter market or (ii) a commencement of a war or armed
hostilities or other national or international calamity directly
or indirectly involving the United States. Any Notes that have
been tendered will be redelivered to the tendering party.

Berkshire Hathaway is a holding company owning subsidiaries
engaged in a number of diverse business activities. The most
important of these is the property and casualty insurance
business conducted on both a direct and reinsurance basis
through a number of subsidiaries.


FRUIT OF THE LOOM: Asks to File Fogel Fee Application Under Seal
----------------------------------------------------------------
In accordance with section 107(b)(1) of the Bankruptcy Code and
Bankruptcy Rule 9018, Fruit of the Loom, Ltd. and the law firm
Fogel, Feldman, Ostrov, Ringler & Klevens, asks Judge Walsh for
permission to file their first and final Application For
Allowance Of Compensation For Services Rendered And
Reimbursement Of Expenses under seal so that the information
contained therein may be disclosed only to the Court and the
parties described below, as applicable.

Larry R. Feldman, Esq., Robert M. Turner Esq., of FFORK and Luc
A. Despins, Esq., of Milbank Tweed, tell Judge Walsh that
subject to existing confidentiality agreements, if requested,
the Movants will make the FFORK Fee Application available to the
Creditors' Committee, Fruit of the Loom's pre-petition secured
bank group, the informal committee of secured noteholders, and,
if requested, to the U.S. Trustee.

The FFORK Fee Application seeks the entry of an order allowing
FFORK compensation and reimbursement of expenses in connection
with FFORK's representation of FOTL in prosecuting and
negotiating a settlement of certain claims arising from
professional services rendered to FOTL in connection with a
litigation, captioned LMP Corporation, et al. v. Universal
Manufacturing Corp., Alamada County, Case No. 590001-7.

The Movants submit that such relief is warranted due to the
sensitive nature of the contents of the FFORK Fee Application,
which details the terms of the proposed settlement with certain
parties relating to the LMP Litigation.  A copy of the FFORK Fee
Application has been provided to the Court for its review, in an
envelope marked "Confidential Exhibit - Document To Be Kept
Under Seal".  It must be noted that the LMP Litigation has been
settled and is no longer pending.

Because FFORK's proposed compensation is based on a contingency
fee arrangement, the FFORK Fee Application details the proposed
settlement between FOTL and a law firm, which agreement by its
terms is to be held in confidence by the parties. Thus, the
Movants file this motion to preserve the confidence of the
settlement agreement as negotiated by and between the parties.

FOTL submits that the disclosure of such information would be
prejudicial to Fruit of the Loom and the settling law firm since
it contains certain confidential trade and commercial
information. See Orion Pictures Corp. v. Video Software Dealers
Assoc., 21 F.3d 24 (2d Cir. 1994)("When Congress addressed the
secrecy problem in Sec. 107(b) of the Bankruptcy Code it imposed
no requirement to show 'good cause' as a condition to sealing
confidential commercial information.").

This Court has previously established confidentiality procedures
when the terms of a proposed transaction were confidential
except to limited identified parties. See, e.g., In re: Foxmeyer
Corporation, et al., Case Nos. 96-1329 through 96-1334,
McCullough, J., Order,(Bankr.D.Del.) (July 10, 1998) (order
allowing Trustee to file motions for approval of settlement of
recovery actions under seal). (Fruit of the Loom Bankruptcy
News, Issue No. 37; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


GENESIS HEALTH: Multicare Moves to Abandon VA Pleasant Facility
---------------------------------------------------------------
The Multicare Companies, Inc. seeks the Court's authority for
Point Pleasant Haven Limited Partnership, one of the Debtors, to
abandon a 68-bed skilled nursing care facility in Mason County,
West Virginia, because the Debtors believe that the value of the
Facility is substantially less than the secured debt, in  
principal amount of approximately $1.5 million, that encumbers
it.

The Facility, owned and operated by Point Pleasant, is
encumbered by a certain Deed of Trust and Security Agreement
(the OVB Deed of Trust) among Point Pleasant, as grantor,
Stephen P. Goodwin and Richard D. Owen, collectively, as
grantee, and One Valley Bank, N.A. (OVB), as indenture trustee.
The Bank of New York, N.A., as successor indenture trustee, has
succeeded to OVB's rights under the OVB Deed of Trust.

The OVB Deed of Trust was granted in connection with the
issuance of $2,055,000 aggregate principal amount of Mason
County West Virginia First Mortgage Revenue Bonds (Point
Pleasant Haven Limited Partnership Project) Series 1995.

The Bonds were issued pursuant to an indenture dated as of
December 1, 1985. The proceeds of the bonds were loaned to Point
Pleasant, which simultaneously executed a loan agreement in the
same amount, which was immediately assigned to the Indenture
Trustee.

Pursuant to the terms of a Promissory Note, dated as of December
1, 1995, between the Issuer, as Lender, and the Debtor, as
Borrower, the Debtor is obligated to make monthly payments of
principal and interest to the Indenture Trustee. The Note is
secured by a letter of credit issued for the benefit of the
Indenture Trustee by Huntington National Bank, as successor to
Huntington National Bank West Virginia.

Point Pleasant's obligation to reimburse Huntington for amounts
drawn under the Letter of Credit is secured by a Credit Line
Deed of Trust, which is subordinate to the OVB Deed of Trust.

The Debtors believe that the Indenture Trustee's security
interest in the Facility is valid and not subject to avoidance.

As of the Petition Date, there was approximately $1.5 million in
principal amount outstanding under the Loan Agreement. Since the
Petition Date, the Debtors have made no payments of either
principal or interest to the Indenture Trustee on account
thereof.

The Facility is not profitable and, in fact, has been generating
net losses before debt service (which has not been made) of
approximately $21,500/mo. in the six-month period ended March
31, 2001. The Debtors believe that the long-term prospects for
the Facility are very poor, and that it is unlikely the Facility
can be restored to profitability given current market and
regulatory conditions.

For these reasons, and based upon their understanding of the
current market for properties such as the Facility, the
Debtors are confident that the value of the Facility is
substantially less than the secured debt that encumbers it, and
the abandonment of the Facility is therefore in the best
interests of their respective estates.

Accordingly, pursuant to section 554 of the Bankruptcy Code, the
Debtors seek an order of this Court authorizing Point Pleasant
to abandon the Facility at the earliest possible date, subject
only to applicable federal and state law requirements governing
closure of the Facility.

The Debtors assure the Court that they recognize their
obligations to Facility residents under applicable law, and
intend to comply with all applicable federal and state laws and
regulations in connection with the abandonment of the Facility
and only once the Facility has been closed pursuant to
applicable law will they abandon the Facility.
(Genesis/Multicare Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


GLENAYRE TECHNOLOGIES: Proposes to Implement Reverse Stock Split
----------------------------------------------------------------
Glenayre Technologies Inc. (NASDAQ: GEMS), a leading provider of
enhanced services and unified communications systems for service
providers worldwide, announced that its Board of Directors has
approved a reverse stock split with alternate ratios of one-for-
three, one-for-five, one-for-eight and one-for-ten.

The reverse stock split is subject to approval by the company's
stockholders. Stockholder approval of the alternate ratios is
being sought to give the Board of Directors the flexibility to
deal with market conditions at the time the reverse stock split
is actually implemented.

The proposed reverse stock split will be submitted to Glenayre's
stockholders for their consideration at a special meeting called
for November 14, 2001. Glenayre will file a preliminary proxy
statement with the Securities and Exchange Commission in the
near future.

Glenayre is pursuing a reverse stock split in order to meet the
minimum $1.00 bid price requirement for continued trading on the
NASDAQ National Market. The company reported that although
NASDAQ has not yet notified the company that its common stock
may be subject to delisting, it is taking actions now to ensure
compliance with NASDAQ's continued listing requirements. The
company currently meets all of the other NASDAQ National Market
trading requirements.

"Although our stock price has been negatively impacted by the
continuing volatility of the telecommunications sector, Glenayre
is well positioned to fund both its continuing operations and
the exit of the paging business," stated Eric Doggett, president
and CEO of Glenayre.

"At the end of the second quarter we reported that we had $63
million in cash and no debt. We currently project that we will
end the third quarter of this year with over $80 million in
cash, following disbursements of $18 million of approximately
$58 million of cash costs associated with the previously
announced restructuring and business exit. Of the remaining $40
million, we anticipate disbursements of approximately $14
million in the fourth quarter of this year, $21 million during
2002, and $5 million in 2003 and beyond.

"We are continuing the program we embarked upon in late 1999
with the sale of our Charlotte headquarters facility to divest
our remaining real estate holdings. This program could generate
as much as $30 million in additional cash over the next year.
Continuing operations should use approximately $3 million in
cash in the fourth quarter of this year and become cash flow
positive by the second quarter of 2002. Overall we remain
comfortable with analysts' consensus earnings estimates for the
second half of 2001, although the tragic events of last week may
impact the timing of certain sales."

Doggett continued, "Over the course of the last eight months
Glenayre and its Board of Directors have taken a series of
aggressive actions to position the company for future growth in
our core enhanced services and unified communications business.
We have exited paging, a mature market. We are concentrating our
resources on the enhanced services and unified communications
market where we have a history of innovation and significant
market position coupled with excellent growth prospects. Should
the current economic conditions persist, Glenayre is positioned
to be competitive and profitable in a flat market. Our outlook
is still that the enhanced services/unified communications
market will return to growth in the second half of 2002.
Glenayre will be well positioned to have significant cash
generation and earnings leverage with even modest growth.

"We believe market demand for our enhanced services and new
unified communications solutions will grow, explained Doggett
Glenayre has an installed base of more than 1200 enhanced
services and unified communications platforms, and our customer
base continues to grow. We have over 200 service provider
customers in more than 60 counties, and our platforms provide
key services to over 58 million subscribers. For the remainder
of this year, Glenayre projects it will displace over 1.5
million competitor mailboxes. Moving forward, Glenayre will
continue leveraging our enhanced services and unified
communication solutions through standards-based platforms with
open APIs and IP-centric technologies. We understand the
challenges of this dynamic market, and are delivering
solutions that help our customers drive revenue by using
innovative products such as Voice Activated Services, Short
Messaging services and in the future, MultiMedia Messaging
Services."

In the fourth quarter of 2001, Glenayre will complete commercial
deployment of its first Large Solution platform, which supports
6,000 ports and up to 5 million subscribers. This is expected to
increase its addressable market over 40 percent in the voice
messaging market alone, increasing it from approximately $950
million to over $1.3 billion.

Glenayre's Large Solution platform combines the advantages of a
modular, distributed architecture with the efficiencies of a
common database, centralized SS7 administration, large virtual
trunk groups, and new services deployment. It is designed to
provide central office grade network reliability, and scales to
allow carriers to support from 200,000 up to 5 million
subscribers.

Glenayre's has several customers, both domestic and
international, planning commercial launch of unified messaging
services using Glenayre's Unified Messaging platform during the
fourth quarter. The company's Unified Messaging platform allows
subscribers to manage voice mail, e-mail, fax and alphanumeric
messages from multiple devices through a single, unified
mailbox.

In addition to Voice Activated Services using advanced speech
recognition technology, subscribers have the option to view this
mailbox from a Web interface or any WAP handset, and they can
hear all of their messages, including e-mail, from any phone.
The Glenayre platform allows users to send, forward, and reply
to voice messages via e-mail as a .wav file attachment. This
cross-modal, device-independent approach to messaging gives
users more control over their communications, while maintaining
simplicity in the user interface.

In a recent report industry analysts at Frost and Sullivan
forecast that the carrier-grade unified messaging solutions U.S.
market alone would grow from a base of over $75 million in 2000
at close to a 50% CAGR through 2005.

Glenayre is a leader of enhanced services and unified
communications solutions for service providers including
wireless, fixed network, ISP and broadband. Glenayre systems are
designed on open platforms with a standards-based architecture
supporting IP and traditional telephony networks for a
graceful evolution from 2G to 2.5G and 3G services. More than
200 service providers in over 60 countries have deployed
Glenayre messaging solutions for voice, fax and e-mail
messaging, including one-number services, voice navigation and
voice dialing, mailbox out-dialing and one-touch call return.

Glenayre, headquartered in Atlanta, Georgia, has been providing
carrier-grade communications solutions for the global market for
over 40 years. For more information, please visit
http://www.Glenayre.com


GOLDEN BOOKS: Sells Assets to Classic Media & Random House
----------------------------------------------------------
Golden Books Family Entertainment, Inc., one of the world's
largest publishers of children's books and family related
entertainment products, announces that the Bankruptcy Court has
approved the bid of Classic Media, Inc. and Random House, Inc.,
to purchase substantially all of their assets.

Classic Media and Random House were found by the Court to have
submitted the highest and best offer for the purchased assets --
$79,300,000 in cash plus the assumption of certain scheduled
liabilities.  

The bid was higher than the initial Asset Purchase Agreement
entered into by the Company with DIC Entertainment Corporation,
a leading producer of animated and live-action television
programs.  DIC's initial bid for the Company was $69,000,000 in
cash plus $7,000,000 in notes and $3,000,000 in assets.


HMG WORLDWIDE: Fails to Comply with Nasdaq Bid Price Requirement
----------------------------------------------------------------
HMG Worldwide Corporation (Nasdaq:HMGC), a world class in-store
and online marketing pioneer with a 35-year heritage of creating
award-winning store and online environment and brand identity
solutions for the Fortune 1000, announced that on September 10,
2001 it received a Nasdaq Staff Determination indicating the
Company's failure to comply with the $1.00 minimum bid price
requirement for continued listing set forth in Marketplace Rule
4310(c)(4), and, therefore, that its securities are subject to
delisting from the Nasdaq SmallCap Market.

The Company has requested an oral hearing before a Nasdaq
Listing Qualifications Panel to review the Staff Determination.
A hearing date has not been set. The Company intends to present
evidence at the hearing that it believes justifies a temporary
waiver of the bid price requirement and will present its plan
for regaining compliance with the continued listing
requirements.

However, there can be no assurance that the Panel will grant the
Company's request for waiver and continued listing after the
hearing. The Company has been advised by Nasdaq that its stock
will continue to be listed on the Nasdaq SmallCap Market during
the appeal process.

In the event the Panel determines to delist the Company's common
stock, the Company will not be notified until the delisting has
become effective. The Company's common stock would then be
traded on the OTC bulletin board market.

Headquartered in New York City with operations in Reading,
Pennsylvania, Chicago and Toronto, HMG Worldwide Corporation has
spent the past 35 years committed to creating in-store
merchandising programs for many of the world's largest consumer
goods manufacturers and retailers, including Walgreens, CVS,
Wal-Mart, Kmart, Target, Home Depot, Lowes, Procter & Gamble,
Nestle, Chanel, Krispy Kreme, Bristol-Meyers Squibb, Sony,
Microsoft, Walden Books, Just For Feet, Sara Lee Foods, L'eggs
(invented original `egg' displays), Pillsbury, Astoria Federal
Bank, KPN Quest, Mstyle and many others.

Through the unique integration of point-of-purchase marketing
services, traditional and digital design services and online
branding solutions, HMG provides its clients with insights,
solutions and opportunities that create results wherever
purchase decisions are made.

Through its wholly owned subsidiary Zeff Design, HMG offers a
broad range of store, branding, and digital design services as
well as web branding, web consulting and new media services that
create exciting, engaging and creative retail and online
environments.

For more information, please visit the Company's Web sites at
http://www.hmgworldwide.comand http://www.zeffdesign.com


HEALTH RISK: Taps Harpeth to Explore Options under Chapter 11
-------------------------------------------------------------
Harpeth Capital Atlanta, LLC, an Atlanta-based mid-market
investment banking firm, announced that it has been retained by
Health Risk Management, Inc. (HRM) (OTC:HRMI) to explore
strategic options including a potential sale of two divisions:
HRM Claim Management, Inc. and other corporate assets which
comprise HRM's 4 Your Care third-party administration (TPA)
business, and the Institute for Healthcare Quality, Inc. (IHQ),
which provides products and services under the name Quality
Firstr. Health Risk Management, Inc. and three subsidiaries
filed for Chapter 11 Bankruptcy on August 7, 2001 in the

United States Bankruptcy Court for the District of Minnesota.
Harpeth Capital is pleased to represent the Debtors' in striving
to recapitalize these two operating companies. We intend to move
as rapidly as possible to recapitalize or sell these operations,
either separately or together, commented Jeffrey C. Villwock,
Harpeth Capital Atlanta's Managing Partner.

HRM's TPA business provides claim adjudication, excess risk
underwriting and care management services for approximately
290,000 employees representing 640,000 members. It administers
800 medical and 350 dental plans, for 85 entities. Unlike most
TPAs that have regional customer bases, HRM Claim Management's
clients are Fortune 500 companies, self-insured employers,
unions, government entities, insurance companies, and preferred
provider organizations that are located across the United
States.

The IHQ subsidiary is an information management company that
designs, develops, and markets healthcare content to businesses
servicing the at-risk healthcare market. This subsidiary has
developed a PC-based medical risk management system to support
treatment and resource medical management decisions for a
specific diagnosis.

IHQ provides the most current scientific evidence-based clinical
content in an easy to use format to ensure that healthcare
consumers receive the right care, at the right time, for optimal
outcomes. IHQ generated $4.7 million in revenue in 2000.

Harpeth Capital is preparing and will make available Information
Memorandums on both operations to potential buyers. The estate
has asked the Court to expedite the sales process with an
initial due date for qualifying bids of September 26, 2001.
Memorandums can be obtained by contacting Harpeth Capital at
404/365-0000, or by emailing Mr. Villwock at
jvillwock@harpethcapital.com

Harpeth Capital is a Nashville, TN based middle-market
investment banking firm formed in March, 2000. It's healthcare
investment banking affiliate, Harpeth Capital Atlanta (HCA), was
formed in January 2001 by Jeffrey C. Villwock (former head of
healthcare research for The Robinson-Humphrey Company and two-
time Wall Street Journal All-Star Analyst) and Michael Dickson
(founder of American HomePatient).

HCA's Atlanta based partners include Geoffrey Faux (former
president of Orthodontic Centers of America and head of
southeast investment banking for Prudential Securities). HCA
specializes in healthcare banking, including mergers and
acquisition advisory and capital raising assignments.

Among its current engagements, HCA is working on six M&A
assignments and four capital raises. HCA has recently completed
assignments for Iasis Healthcare, HealthMont, Surginet, Le@P
Technology and the Tenet Shareholder Committee. Harpeth Capital
is affiliated with Clayton Associates, LLC, a private equity
firm with over $50 million invested in southeastern based
companies.


ICG COMMS: Secures 2nd Extension of Exclusive Period to Dec. 10
---------------------------------------------------------------
Judge Walsh granted the motion of IC Communications, Inc. for a
second extension of the time within which they have the
exclusive right to file a plan and solicit acceptances of that
plan.  

To the behest of the Debtors, Judge Walsh extended their
exclusive period during which to propose and file a plan of
reorganization through and including December 10, 2001, and
granted concomitant extension of their exclusive solicitation
period through February 8, 2002. (ICG Communications Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-
0900)  


IMMUCOR INC: Secures Covenant Default Waiver from Senior Lender
---------------------------------------------------------------
Immucor, Inc. (Nasdaq: BLUD), the global leader in providing
automated instrument-reagent systems to the blood transfusion
industry, reported it had reached agreement with its senior
lender for a waiver of defaults of certain loan covenants and a
reset of future covenants.

As a result of this waiver the Company's independent auditors
issued an unqualified (clean) audit opinion. Immucor filed its
annual report on Form 10-K for the year ended May 31, 2001 with
the U.S. Securities and Exchange Commission on September 13,
2001.

In addition, Immucor reported financial results for the fourth
quarter and year-ended May 31, 2001. As expected the Company
generated operating income for the fourth quarter, but reported
a net loss.

Financial highlights of the quarter include:

Reagent sales increased $1.2 million, or 7.3%, to $17.6 million
from $16.4 million in the fourth quarter of 2000. The increase
was due primarily to price increases and new national contracts
that became effective in the fourth quarter of fiscal year 2001.

Instrument sales declined $0.7 million to $1.1 million from $1.8
million in the fourth quarter of 2000, due to slowness in sales
of the ABS 2000 related to the impact of the previously-reported
safety alert.

The Company generated operating income of $0.5 million during
the quarter compared with $0.2 million in the same period last
year. The increase is attributed to higher sales and cost-saving
initiatives that became effective during the final month of the
fourth quarter.

Earnings before interest, taxes, depreciation and amortization
(EBITDA) were $2.3 million versus $1.6 million in the fourth
quarter of 2000.

During the fourth quarter, the Company elected to record a
valuation allowance in the amount of $1.2 million, which
contributed $0.17 per share to the net loss. Effectively, this
non-cash allowance reflects the elimination of deferred taxes as
a balance sheet asset and will have no impact on Immucor's
ability to utilize these amounts to reduce future taxes
in profitable periods.

Without the valuation allowance, the Company's net loss per
share was $0.02, compared with a loss of $0.09 per share in the
same period last year. With the valuation allowance, the
Company's net loss for the fourth quarter this fiscal year ended
was $0.19 per share.

Edward L. Gallup, chairman and chief executive officer, stated,
"We are pleased to reach agreement with the bank. It is
satisfying to know that our major lender supports our Company's
prospects and our management. Fiscal 2001 was a big transition
year for Immucor, Inc. Our management team has responded very
positively to the challenge of turning the Company around and
is poised to take advantage of new opportunities in 2002. The
entire Company is marching to our two goals for the year: a
return to sustainable profitability and the placement of a
substantial number of instruments in fiscal 2002."

Commenting further, Mr. Gallup stated, "Our fourth quarter
represents a significant turnaround from the results of the
third quarter. We are pleased with our customers' acceptance of
the market price adjustment and we are just now beginning to see
its impact on financial results. We have been told that the FDA
is actively reviewing our clinical data regarding the ABS
safety alert and we look forward to its final clearance. We
remain confident that our first quarter will be profitable."

Founded in 1982, Immucor manufactures and sells a complete line
of reagents and systems used by hospitals, reference
laboratories and donor centers throughout the world to detect
and identify certain properties of the cell and serum components
of blood prior to transfusion. Immucor markets a complete family
of automated instrumentation for all market segments.

For more information on Immucor, please visit our website at
http://www.immucor.com


INTEGRATED HEALTH: Westhaven Seeks Payment on Washoe Lease Claim
----------------------------------------------------------------
Westhaven Reno, LLC seeks to compel payment of an Administrative
Priority Claim, against Integrated Health Services, Inc., for
actual damages in the approximate amount of $3,310,000 and
interest, plus punitive damages and attorney's and court fees in
relation to rejected lease (the Washoe Lease) for a 129 bed
nursing facility in Sparks, Nevada, known as the Washoe
Convalescent Center.

Movant is an assignee of the lease entered into by Westhaven
Healthcare Partnership (Westhaven) and Horizon Healthcare in
July 1991. IHS 151 assumed Horizon's obligations under the
Lease, as amended, and IHS guaranteed the obligations of IHS 151
under the Lease pursuant to agreements dated December 31, 1997.

By amendment, the term of the Washoe Lease was extended until
June 30, 2004.

On July 18, 2000, Debtors filed their Motion for an Order
Authorizing the Rejection of Eight Unexpired Leases of Non-
Residential Real Property Relating to Certain Skilled Nursing
Facilities, which included the Washoe Lease. Westhaven filed a
limited objection voicing that any rejection should be
conditioned on protective measures to insure an orderly
transition of operations.

While the motion to reject the Washoe Lease was pending,
Westhaven began the due diligence process to find a suitable
management company or operator to replace the Debtors upon
turnover of the Washoe Facility.

In doing so, Westhaven discovered a pattern of acts and
omissions on the part of Debtors, which irreparably harmed, if
not destroyed the value of the Washoe Facility, especially as an
ongoing business enterprise, the Movant tells the Court.

In particular, the Movant tells the Court that Westhaven
discovered:

      (1) significant and extensive deferred maintenance, pre-
petition and post-petition, which would require at least
$300,000 for remedy and repair, and which further resulted in
lower occupancy and private pay rates.

      (2) a history of noncompliance with rules and regulations
of governmental agencies, which resulted in the imposition of
civil monetary penalties in the approximately amount of $300,000
constituting an assessment or encumbrance against the Washoe
Facility because operations cannot be transferred or assumed
until these penalties are paid.

      (3) through a central administrative office, Debtors had
apparently begun diverting new residents from the Washoe
Facility to other facilities in the vicinity under their own
operation.

      (4) in the process of winding down the operations of the
Washoe Facility, Debtors converted supplies, equipment and
inventory which was legally owned by Westhaven under the terms
of the Washoe Lease.

      (5) in contravention of covenants in the Washoe Lease and
the orders of the Court, Debtors closed the Washoe Facility,
transferred all of the residents or patients to their other
facilities in the vicinity, and removed equipment, supplies and
key personnel.

By way of an amended limited objection filed on February 15,
2001, Westhaven advised the Court of the foregoing acts and
omissions, which would effectively preclude anyone from assuming
operations of the Washoe Facility.

The Washoe Lease was subsequently rejected pursuant to the terms
of a stipulation between the parties, approved and entered by
the Court on May 3, 2001. From the filing date until entry of
the stipulation, Debtors had not tendered a postpetition rent
payment, the Movant tells the Court.

The Movant notes that, under the terms of the stipulation,
Debtors paid the administrative rent due but draws the Court's
attention to the term in the Stipulation: "Nothing herein shall
be construed so as to waive, prejudice or impair any claims or
defenses of any of the parties hereto under the [Washoe Lease],
except claims by Westhaven ... for administrative rent, the
amounts of which are liquidated herein."

Accordingly, the movant accuses Debtors of Postpetition Breach
of Lease Agreement as follows:

(1) conversion of supplies and equipment in contravention of the
    terms of the Washoe Lease;

(2) closure of the Washoe Facility and transferring the
    residents to other IHS owned, operated or controlled
    facilities in the area;

(3) abandonment of the Washoe Facility by the Lessee in default
    of the Washoe Lease.

(4) committing waste to the Washoe Facility, both intentionally
    and by their failure to use reasonable care in preserving
    the property.

(5) Negligence in exercising ordinary care so as not to injure
    the leased property entrusted to their care and possession.

(6) Conversion in wrongfully exercising dominion and control
    over the property in denial of and inconsistent with the
    rights of Movant, including but not limited to equipment,
    supplies, inventory and contractual relationships with
    residents of the Washoe Facility, and in committing a
    "taking" of the Washoe Facility by the intentional or
    negligent damage.

(7) with respect to Accounting, Movant is entitled to an
    accounting of all revenue received from patients or
    residents diverted or transferred to other facilities owned
    or operated by Debtors.

Movant asserts that IHS is liable to it for the numerous
breaches of the Washoe Lease pursuant to the terms of its
guaranty, and additionally or alternatively, directly liable for
its own participation in the decision making, intentional and
negligent acts, errors and omissions which proximately caused
substantial damage to Movant.

IHS is directly liable, Movant asserts, on an alter-ego basis,
because IHS exercises actual control over IHS 151 and operates
it and hundreds of other subsidiaries as mere instrumentalities,
tools or conduits through which IHS conducts its business.

Movant further seeks Punitive Damages and Sanctions on the bases
that Debtors were not only negligent but grossly negligent, that
Debtors commit willful, intentional and malicious acts of waste
and conversion which resulted in extensive damage to Movant's
interest in the property, and most importantly, Debtors' acts
and omissions were committed with apparent disregard for the
Court's orders directing them to perform all obligations under
the Washoe Lease under section 365(d)(5) of the Bankruptcy Code.

Movant asserts that it is entitled to payment of its damages on
an administrative priority basis because the diminution and
destruction of the value of the Washoe Facility and the value of
the converted equipment and supplies are damages resulting from
postpetition acts and omissions in flagrant violation of the
orders of the Court expressly directing the Debtors to perform
all obligations under the Leases and section 365(d)(3) of the
Bankruptcy Code, and because Debtors and their estates have been
significantly and unjustly enriched by the diversion of the
income and revenues from residents transferred to other
facilities and the value of equipment, supplies and other assets
converted to the Debtors' use and benefit.

In summary, Movant seeks an order from the Court:

(a) directing Debtors to account for and pay to Movant all
    revenue derived directly or indirectly from residents or   
    patients diverted or transferred from the Washoe Facility;

(b) allowing Movant's administrative claim and directing Debtors
    to pay to Movant:

    (i)   actual damages in the approximate amount of$3,3 10,000
          and interest thereon at the applicable rate;

    (ii)  a reasonable attorney's fee for preparation and trial
          and conditional awards in the event of appeal;

    (iii) punitive damages in an amount deemed appropriate by
          the Court and/or sanctions for violation of the orders
          of this Court;

    (iv)  costs of court incurred in this matter; and/or

    (v)   granting such other and further relief to which Movant
          may show itself justly entitled at law or in equity.
          (Integrated Health Bankruptcy News, Issue No. 18;
          Bankruptcy Creditors' Service, Inc., 609/392-0900)   


ITI EDUCATION: Sells Assets to Education Management for $3.2M
-------------------------------------------------------------
Education Management Corporation (NASDAQ: EDMC) announced it has
entered into an agreement to purchase certain assets of ITI
Education Corporation (ITI), based in Halifax, Nova Scotia,
Canada from Ernst & Young Inc., in its capacity as ITI's court-
appointed receiver.

ITI was placed into receivership last month. The purchase price
will be approximately C$5 million (US$3.2 million).

ITI Education Corporation, through its operating subsidiary ITI
Information Technology Institute Inc., offers a post-graduate
business education program. ITI's market-driven curriculum
incorporates all aspects of business application development, as
well as professional development, communication, and
interpersonal skills. EDMC will purchase a portion of ITI
that encompasses education institutions in Halifax, Toronto, and
Vancouver.

"ITI has a highly effective education program and thousands of
successful graduates. We believe we can build on this
foundation," said Robert B. Knutson, Chairman and CEO of EDMC.
"Students experience a unique education environment, working in
teams and learning to use technology to solve business problems.
We conducted an exhaustive evaluation of ITI and are satisfied
that the education program is exceptional. We look forward to
bringing ITI to financial stability and to having its graduates
serve the needs of employers in North America," Mr. Knutson
said.

The ITI transaction is expected to close by early November of
2001, subject to court and regulatory approvals. Upon the
closing, the three schools will become EDMC's first in Canada.
"EDMC has built its reputation and success by being a
constructive partner in the communities where our institutions
reside. We will continue that record in Canada," Mr. Knutson
said.

Education Management Corporation http://www.edumgt.com is among  
the largest providers of proprietary post-secondary education in
the United States, based on student enrollment and revenue.
EDMC's education institutions offer master's, bachelor's and
associate's degree programs and non-degree programs in the areas
of design, media arts, culinary arts, and fashion.

The Company has provided career-oriented education programs for
over 35 years, and its Art Institutes   
http://www.artinstitutes.edu have graduated more than 125,000  
students.


JAM JOE: Wants Deadline to File Schedules Extended to Sept. 26
--------------------------------------------------------------
Jam Joe L.L.C. asks the U.S. Bankruptcy Court for the District
of Delaware for an extension in filing the schedules of assets &
liabilities and statement of financial affairs to the next
scheduled hearing date on September 26, 2001.


KOMAG: Expects Stock Trading in OTCBB After Appeal Withdrawal
-------------------------------------------------------------
Komag, Incorporated (Nasdaq: KMAG), the largest independent
producer of media for disk drives, announced that it withdrew
its appeal to the Nasdaq Listing Qualifications Panel and is
voluntarily delisting its common stock from the Nasdaq National
Market. The company expects its common stock to be traded on the
OTC Bulletin Board under the symbol KMAG.

Founded in 1983, Komag is the world's largest independent
supplier of thin-film disks, the primary high-capacity storage
medium for digital data. Komag leverages the combination of its
U.S. R&D centers with its world-class Malaysian manufacturing
operations to produce disks that meet the high-volume, stringent
quality, low cost and demanding technology needs of its
customers.

By enabling rapidly improving storage density at ever-lower cost
per gigabyte, Komag creates extraordinary value for consumers of
computers, enterprise storage systems and electronic appliances
such as peer-to-peer servers, digital video recorders and game
boxes.

For more information about Komag, visit Komag's Internet home
page at  http://www.komag.com


L.L. KNICKERBOCKER: Court Approves Substantial Sale of Assets
-------------------------------------------------------------
The L.L. Knickerbocker Co., Inc. previously reported the
scheduling with the United States Bankruptcy Court of a hearing
on the sale of substantially all of the Company's assets and to
consider overbids on September 4, 2001.

At the hearing, the Court approved the sale of substantially all
of the Company's assets to Brian Blosil. There were no overbids
received at the hearing. The Company expects to consummate the
sale on or before September 30, 2001.

The L.L. Knickerbocker Co., Inc. will remain in existence after
the above sale, but it is anticipated that it will cease to have
operations and have little or no assets.

The L.L. Knickerbocker Co., Inc. is a multi-brand collectible
products, gift, toy and jewelry company that designs, develops,
produces and markets products over diverse distribution
channels. The Company's products are sold through independent
gift and collectible retailers, department stores, electronic
retailers, Internet, and international distributors. The Company
is a major supplier of collectible products and fashion jewelry
to the leading electronic retailer.


LAIDLAW INC: Gets Okay to Set-Up Interim Compensation Procedures
----------------------------------------------------------------
Laidlaw Inc. sought and obtained an Administrative Order
Establishing Procedures for Interim Compensation and
Reimbursement of Expenses of Professionals.

Judge Kaplan rules that professionals, who are specifically
retained in these cases, may seek interim payment of
compensation and reimbursement of expenses in accordance these
procedures:

  (a) On a monthly or less frequent basis, each Professional
      seeking interim compensation may submit a statement of its
      fees and expenses for an identified calendar month to
      these parties:

         (i) the Debtors, c/o Laidlaw Inc., 3221 North Service
             Road, Burlington, Ontario, Canada L7R 3Y8 (Attn:
             Ivan R. Cairns, Esq.);

        (ii) counsel to the Debtors, Jones, Day, Reavis & Pogue,
             North Point, 901 Lakeside Avenue, Cleveland, Ohio
             44114 (Attn: Richard M. Cieri, Esq.); Jones, Day,
             Reavis & Pogue, 77 West Wacker, Chicago, Illinois
             60601 (Attn: Paul E. Harner, Esq.); and Hodgson
             Russ LLP, One M&T Plaza, Suite 2000, Buffalo, New
             York 14203 (Attn: Garry M. Graber, Esq.);

       (iii) the Office of the United States Trustee, 42
             Delaware Avenue, Suite 1000, Buffalo, New York
             14202 (Attn: Christopher K. Reed, Esq.);

        (iv) counsel to the Creditors' Committee;

         (v) counsel to any other official committee appointed
             in these cases, pursuant to section 1102 of the
             Bankruptcy Code;

        (vi) counsel to the Bank Group, Clifford Chance Rogers &
             Wells LLP, 200 Park Avenue, New York, New York
             10166 (Attn: Margot B. Schonholtz); and

       (vii) counsel to the Noteholders' Committee, DeBevoise &
             Plimpton, 875 Third Avenue, 23rd Floor, New York,
             New York 10022 (Attn: Peter L. Borowitz).

        Each of the Notice Parties shall have 15 days from the
        date of service of a Fee Statement to review the Fee
        Statement. At the expiration of the Review Period, the
        Debtors will promptly pay each Professional an amount
        equal to the lesser of:

         (i) 80% of the fees and 100% of the expenses requested
             in the Professional's Fee Statement, and

        (ii) the aggregate amount of fees and expenses not
             subject to an objection.

  (b) If one of the Notice Parties objects to the compensation
      or reimbursement of expenses sought in a particular Fee
      Statement, any such party may:

         (i) prepare a written statement of its objection, along
             with an affidavit setting forth the precise nature
             of the objection and the amount of objectionable
             fees and expenses at issue; and

        (ii) serve the Objection on the Professional that
             submitted the Fee Statement and the Notice Parties
             so that the Objection is received by these parties
             by the end of the Review Period.

        Thereafter, the objecting party and the affected
        Professional may attempt to resolve the Objection on a
        consensual basis. If the parties are unable to reach a
        resolution of the Objection within 15 days after service
        of the Objection, the affected Professional may either:

         (i) file the Objection with the Court, together with a
             request for payment of the difference, if any,
             between the Maximum Interim Payment and the Actual
             Interim Payment made to the affected Professional;
             or,

        (ii) forego payment of the Incremental Amount until the
             next interim or final fee application hearing, at
             which time the Court will consider and dispose of
             the Objection if requested by the parties.

  (c) At four-month intervals, each of the Professionals may
      file with the Court and serve on the Notice Parties an
      application for interim Court approval and allowance of
      the compensation and reimbursement of expenses incurred by
      the Professional during the prior four calendar months.
      Interim Fee Applications must be filed within 45 days
      after the end of the Interim Fee Period for which the
      application seeks allowance of fees and reimbursement of
      expenses. The first Interim Fee Application must be filed
      on or before December 17, 2001 for the Interim Fee Period
      from the Petition Date through October 31, 2001. Any
      Professional that fails to file an Interim Fee Application
      when due shall be ineligible to receive further interim
      payments of fees or expenses under the Compensation
      Procedures until such time as an Interim Fee Application
      is submitted. There will be no other penalties for failing
      to submit an Interim Fee Application in a timely manner.

  (d) Each Interim Fee Application shall be scheduled for a
      hearing with the Court at the next omnibus hearing in
      these cases that is at least 15 days after the filing and
      service of such Interim Fee Application or at such other
      time as the Court deems appropriate. If no objections to
      an Interim Fee Application are filed and no prior
      Objections to a Fee Statement for the applicable Interim
      Fee Period remain pending, the Court may grant the Interim
      Fee Application without conducting a hearing.

  (e) The pendency of an Objection to payment of compensation or
      reimbursement of expenses shall not disqualify a
      Professional from the future payment of compensation or
      reimbursement of expenses under the Compensation
      Procedures.

  (f) Neither:

         (i) the payment of or the failure to pay, in whole or
             in part, interim compensation and reimbursement of
             expenses under the Compensation Procedures, nor

        (ii) the filing of or failure to file an Objection will
             bind any party in interest or the Court with
             respect to the allowance of applications for
             compensation and reimbursement of expenses of
             Professionals (including any Interim Fee
             Applications). (Laidlaw Bankruptcy News, Issue No.
             6; Bankruptcy Creditors' Service, Inc., 609/392-
             0900)  


LERNOUT & HAUSPIE: Plan's Classification & Treatment of Claims
--------------------------------------------------------------
Lernout & Haupsie Group, a world leader in the development of
technologies relating to computerized speech recognition and
production, filed its plan of reorganization dated August 28,
2001 with the U.S. Bankruptcy Court for the District of
Delaware.

The Plan reflects a consensual resolution and settlement among
the L&H Group, the Creditors' Committees and the Estates'
primary creditor constituencies of the allocation of the assets
of the members of the L&H Group among the holders of Allowed
Claims.  

The Plan has three major components: (a) the reorganization of
Dictaphone, (b) the disposition and distribution of the assets
of L&H NV and L&H Holdings, and the (c) the formation of a
litigation vehicle to maximize the recoveries on the L&H Group's
litigation claims.

The reorganization of Dictaphone is premised upon effecting a
substantial deleveraging and strengthening of the balance sheet
of Dictaphone through the conversion of a substantial portion of
Dictaphone's prepetition indebtedness into Dictaphone New Common
Stock on the Effective Date. It also incorporates the terms of
settlements regarding the allocation of the assets among
Dictaphone's creditor constituencies.

The Reorganization Plan contemplates and is contingent upon, a
post-Effective Date credit facility with availability of up to
$30 million for Dictaphone. As precondition to emergence from
the Chapter 11 Case, Dictaphone is purchasing certain technology
assets and businesses from L&H NV and L&H Holdings that are
integral to its post-Effective Date business plans.

In contrast, under the plan, L&H NV and L&H Holdings are
disposing of their assets for cash to maximize their respective
Estates to be distributed to their respective creditor and
equity constituencies.  

In addition, the Plan provides for the creation of a Litigation
LLC to pursue claims that the L&H Group may have against third
parties arising out of the events that preceded the Chapter 11
Cases. Litigation Membership Interests are to be distributed to
each of the members of the L&H Group in accordance with the
provisions of the Plan.

               Treatment Of Classified Claims
         Against Lernout & Hauspie Speech Products N.V.

       (a) Unimpaired Classes Of Claims Against L&H NV

     (i) L&H NV Class 1: Priority Non-Tax Claims Against L&H NV.

L&H NV Class 1 consists of all Claims against L&H NV entitled to
priority under the Bankruptcy Code other than Priority Tax
Claims and Administrative Expense Claims. These Claims include,
among other things, certain Unsecured Claims for wages,
salaries, or commissions, including vacation, severance, and
sick leave pay earned within 90 days of the Petition Date and
subject to a maximum of $4,300 per individual, and certain
unsecured claims for contribution to any employee benefit
plan, subject to a maximum of $4,300 per covered employee.

On the Effective Date or, if such Priority Non-Tax Claim becomes
an Allowed Priority Non-Tax Claim after the Effective Date, on
the next Quarterly Distribution Date after such Priority Non-Tax
Claim becomes an Allowed Priority Non-Tax Claim, a holder of an
Allowed L&H NV Class 1 Priority Non-Tax Claim against L&H NV
will receive, in full satisfaction, settlement, release, and
discharge of and in exchange for such Allowed L&H NV Class 1
Priority Non-Tax Claim (a) Cash equal to the amount of such
Allowed L&H NV Class 1 Priority Non-Tax Claim, or (b) such other
treatment as to which Post Effective Date L&H NV and such holder
will have agreed upon in writing.

     (ii) L&H NV Class 2: Secured Claims Against L&H NV

L&H NV Class 2 consists of all Secured Claims against L&H NV,
other than DIP Facility Claims.

Each holder of an Allowed Secured Claim against L&H NV will be
deemed to be classified in a separate Class and will be treated
as follows: To the extent that any such Claim is determined to
be an Allowed, valid and perfected Secured Claim, the holder of
such L&H NV Secured Claim will receive the first net proceeds
(i.e., proceeds net of all costs and expenses related to such
sale) from the sale of any of its Collateral to the extent of
the principal amount of its Claim.

To the extent permitted under applicable law, including the
Bankruptcy Code, as determined by the Bankruptcy Court at the
Confirmation Hearing, the holder of such Allowed L&H NV Secured
Claim will receive the contractual non-default rate of interest
on such Allowed L&H NV Secured Claim semiannually in arrears
based upon the amount of unpaid principal for such period and
permitted costs thereon.

Until each L&H NV Secured Claim is paid in full, the holder of
such Allowed Secured Claim will retain the Liens securing such
Allowed Secured Claim. Notwithstanding anything to the contrary
contained in the Plan, Post Effective Date L&H NV will make full
payment to such secured creditors to the extent of their Allowed
Secured Claim on or before March 31, 2003.

  (iii) L&H NV Class 3: L&H NV Convenience Claims Against L&H NV

L&H NV Class 3 consists of each of:

       (a) Allowed Unsecured Claim against L&H NV in an amount
           equal to the Cash equivalent (as of the applicable
           Record Date) of Euro 25,000 or less,

       (b) Allowed Unsecured Claim against L&H NV of a holder
           that has irrevocably elected on its Ballot to reduce
           such Claim against L&H NV to the amount of the Cash
           equivalent (as of the applicable Record Date) of Euro
           25,000 or less, and/or

       (c) Disputed Unsecured Claim against L&H NV that becomes
           an Allowed Unsecured Claim of the Cash equivalent (as
           of the applicable Record Date) of Euro 25,000 or less
           with the consent of and in the amount agreed to by
           such Debtor or its successor-in-interest, as the case
           may be, or pursuant to a Final Order.

Under the Plan, each holder of an Allowed L&H NV Convenience
Claim against L&H NV will be paid an amount in Cash equal to 75%
of such Allowed L&H NV Convenience Claim, in full and complete
satisfaction, settlement, release, and discharge of and in
exchange for such holder's Claim on the later of (y) 30 days
after the Effective Date; or (z) the first Business Day after
the date that is 30 days after the date such Claim becomes an
Allowed Claim; provided, however, that the total amount of cash
to be distributed or reserved on account of holders of Claims in
this class will not exceed the Cash equivalent (as of the
Effective Date) of Euro 1,500,000, which amount will be
allocated pro-rata among the holders of such Claims if the total
amount of Allowed Claims in this Class exceeds the Cash
equivalent (as of the Effective Date) of Euro 1,500,000.

L&H NV Class 3 specifically excludes any Claim classified under
and receiving treatment as a Claim under L&H NV Class
4 (L&H NV Unsecured Claims), L&H NV Class 5 (PIERS/Old
Convertible Subordinated Notes Claims), and L&H NV Class 6 (L&H
NV Securities Laws Claims). No interest will be paid on any L&H
NV Class 3 L&H NV Convenience Claim.

      (iv) L&H NV Class 4: Unsecured Claims Against L&H NV

L&H NV Class 4 consists of all Unsecured Claims against L&H NV
other than:

       (a) L&H NV Class 3 Convenience Class Claims,

       (b) L&H NV Class 5 PIERS/Old Convertible Subordinated
           Notes Claims, and

       (c) L&H NV Class 6 Securities Laws Claims. Class 4
           Unsecured Claims include, inter alia, Claims under
           the Belgian Revolving Credit Facility, all
           prepetition trade Claims, and other prepetition
           general unsecured creditors.

Subject to some limitations, on the Effective Date or, if such
Unsecured Claim becomes an Allowed Unsecured Claim after the
Effective Date, on the next Quarterly Distribution Date after
such Unsecured Claim becomes an Allowed Unsecured Claim, and
thereafter for each Distribution of L&H NV Available Cash, in
full satisfaction, settlement, release, and discharge of and in
exchange for such Allowed L&H NV Class 4 Unsecured Claim, (1)
with respect to Distributions that are not the proceeds (either
directly or derivatively) of Intercompany Distributions under
Dictaphone Class 8 Intercompany Loan Agreement Claims, each
holder of an Allowed Unsecured Claim will receive a Ratable
Proportion of (x) 93% of the L&H NV Available Cash and (y) 93%
of the Class NV Litigation Membership Interests, and (2) with
respect to Distributions that are the proceeds (either directly
or derivatively) of Intercompany Distributions under Dictaphone
Class 8 Intercompany Loan Agreement Claims, each holder of an
Allowed Unsecured Claim, excluding holders of Claims under
the Belgian Revolving Credit Facility, will receive a Ratable
Proportion of (x) 93% of the L&H NV Available Cash and (y) 93%
of the Class NV Litigation Membership Interests. No interest
will be paid on any L&H NV Class 4 Unsecured Claim. As a
condition to receiving the Distributions, all holders of Claims
under the Belgian Revolving Credit Facility (which are
classified under, and constitute a portion of, the L&H NV Class
4 Unsecured Claims) will be deemed to have waived any right to
receive, and will not receive, either directly or derivatively,
any Intercompany Distributions, whether in the form of
Distributions or proceeds thereof from any of the Debtors or
their respective Estates.  No estimates or statements of the
amount of Allowed L&H NV Class 4 Unsecured Claims against L&H NV
are provided.

Holders of Allowed L&H NV Class 4 Unsecured Claims will not
receive any distributions after they have received 100%
repayment in Cash of the principal amount of their Allowed L&H
NV Class 4 Unsecured Claims. Any distributions by Dictaphone or
Reorganized Dictaphone, as the case may be, to the Lenders on
account of the Dictaphone Guaranty will be included in
determining whether the Lenders have received 100% repayment of
their claims relating to the Belgian Revolving Credit Facility.

The Lenders, however, may assert the full amount of their
Allowed L&H NV Class 4 Unsecured Claims until such time as they
have received 100% repayment of the principal amount of their
Allowed claims under the Belgian Revolving Credit Facility
(after taking into account distributions under the L&H NV Plan
and the Dictaphone Plan).

After all holders of Allowed L&H NV Class 4 Unsecured Claims
have received 100% repayment of the principal amount of their
Allowed Unsecured Claims, all further Distributions of L&H NV
Available Cash and Class NV Litigation Membership Interests will
be distributed as follows: (a) holders of Allowed L&H NV Class 5
PIERS/Old Convertible Subordinated Notes Claims will receive a
Ratable Proportion of both (i) 93% of the L&H NV Available Cash
and (ii) the proceeds of 93% of the Class NV Litigation
Membership Interests, (b) holders of Allowed L&H NV Class 6
Securities Laws Claims will receive a Ratable Proportion of 3.5%
of the L&H NV Available Cash and 3.5% of the Class NV Litigation
Membership Interests, and (c) Post-Effective Date L&H NV will
retain 3.5% of the L&H NV Available Cash and 3.5% of the Class
NV Litigation Membership Interests.

            (v) L&H NV Class 5: PIERS/Old Convertible
             Subordinated Notes Claims Against L&H NV

L&H NV Class 5 consists of all PIERS Transaction Claims and Old
Convertible Subordinated Notes Claims against L&H NV. Subject to
some limitations in the Plan, on the Effective Date or, if such
PIERS/Old Convertible Subordinated Notes Claim becomes an
Allowed PIERS/Old Convertible Subordinated Notes Claim after the
Effective Date, on the next Quarterly Distribution Date after
such PIERS/Old Convertible Subordinated Notes Claim becomes an
Allowed PIERS/Old Convertible Subordinated Notes Claim, and
thereafter for each Distribution of L&H NV Available Cash, each
holder of an PIERS/Old Convertible Subordinated Notes Claim will
receive, in full satisfaction, settlement, release, and
discharge of and in exchange for such Allowed PIERS/Old
Convertible Subordinated Notes Claim, a Ratable Proportion of
both (i) 6% of the L&H NV Available Cash and (ii) 6% of the
Class NV Litigation Membership Interests. No interest will be
paid on any L&H NV Class 5 PIERS/Old Convertible Subordinated
Notes Claim.

   (vi) L&H NV Class 6: Securities Laws Claims Against L&H NV

L&H NV Class 6 consists of all Claims against L&H NV (1) arising
from rescission of a purchase or sale of a security of a Debtor
or an Affiliate of a Debtor; (2) for damages arising from the
purchase or sale of such a security; (3) for reimbursement,
indemnification, or contribution allowed under the Bankruptcy
Code on account of a Claim for damages or rescission arising out
of a purchase or sale of a Debtor or an Affiliate of a Debtor;
or (4) for similar violations of the of the securities laws,
misrepresentations, or any similar claim, including, to the
extent related to the foregoing or subject to subordination
under the Bankruptcy Code, the Securities Class Actions/Suits
against L&H NV.

Subject to Section 5.2.4(b) of the Plan, on the Effective Date
or, if such Securities Laws Claim against L&H NV becomes an
Allowed Securities Laws Claim after the Effective Date, on the
next Quarterly Distribution Date after such Securities Laws
Claim becomes an Allowed Securities Laws Claim, and thereafter
for each Distribution of L&H NV Available Cash, each holder of
an Allowed L&H NV Securities Laws Claim will receive, in full
satisfaction, settlement, release, and discharge of and in
exchange for such Allowed L&H NV Class 6 L&H NV Securities Laws
Claim, a Ratable Proportion of both (i) 0.5% of the L&H NV
Available Cash and (ii) 0.5% of the Class NV Litigation
Membership Interests. No interest will be paid on any L&H NV
Class 6 Securities Laws Claim.

      Impaired Class Of Equity Interests Against L&H NV
                (Entitled To Vote)

           L&H NV Class 7: Common Stock In L&H NV

L&H NV Class 7 consists of all interests of the holders of L&H
NV Common Stock on account of such interests. The L&H NV Common
Stock will remain outstanding on and after the Effective Date
except as specifically provided otherwise in the Plan. On the
Effective Date, each holder of an Allowed L&H NV Common Stock
Equity Interest will retain, in full satisfaction, settlement,
release, and discharge of and in exchange for such Allowed L&H
NV Common Stock Equity Interest, its Allowed L&H NV Common Stock
Equity Interest.

Such holders of Allowed L&H NV Common Stock Equity Interest will
not be entitled to receive any other Distributions under the
Plan on account of the L&H NV Common Stock. L&H NV will retain
both (i) 0.5% of the L&H NV Available Cash and (ii) 0.5% of the
Class NV Litigation Membership Interests, which, subject to
restrictions under applicable law, may be distributed to the
holders of Allowed L&H NV Common Stock Equity Interest upon the
dissolution of L&H NV. No interest will be paid on any L&H NV
Class 7 Common Stock.

     Impaired Classes Of Equity Interests Against L&H NV
                (Not Entitled To Vote)

        L&H NV Class 8: Other Equity Interests In L&H NV

L&H NV Class 8 consists of all Equity Interests in L&H NV not
otherwise classified in L&H NV Class 6 or 7, including the
interests of holders of L&H NV Old Stock Options and any Claims
of the types described in the Bankruptcy Code. A holder of any
Equity Interest in L&H NV not otherwise classified in L&H NV
Classes 6 or 7 will receive no distributions under the Plan on
account of such equity interest.

      Treatment Of Classified Claims Against L&H Holdings

     (a) Unimpaired Classes Of Claims Against L&H Holdings

        (i) L&H Holdings Class 1: Priority Non-Tax Claims
                   Against L&H Holdings

L&H Holdings Class 1 consists of all Claims against L&H Holdings
entitled to priority under the Bankruptcy Code other than
Priority Tax Claims and Administrative Expense Claims. On the
Effective Date or, if such Priority Non-Tax Claim becomes an
Allowed Priority Non-Tax Claim after the Effective Date, on the
next Quarterly Distribution Date after such Priority Non-Tax
Claim becomes an Allowed Priority Non-Tax Claim, a holder of an
Allowed L&H Holdings Class 1 Priority Non-Tax Claim against L&H
Holdings will receive, in full satisfaction, settlement,
release, and discharge of and in exchange for such Allowed L&H
Holdings Class 1 Priority Non-Tax Claim:

               (a) Cash equal to the amount of such Allowed L&H
                   Holdings Class 1 Priority Non-Tax Claim, or

               (b) such other treatment as to which Post
                   Effective Date L&H Holdings and such holder
                   will have agreed upon in writing.

        (ii) L&H Holdings Class 2: Secured Claims
                Against L&H Holdings

L&H Holdings Class 2 consists of all Secured Claims against L&H
Holdings, other than DIP Facility Claims. Each holder of an
Allowed Secured Claim against L&H Holdings will be deemed to be
classified in a separate Class and will be treated as follows:
Each holder of an Allowed Secured Claim against L&H Holdings
will, at the sole option of L&H Holdings or Post-Effective Date
L&H Holdings, as the case may be, receive on the Effective Date
on account of its Allowed Secured Claim (a) treatment as
provided under the Bankruptcy Code, with any Cash payments
required under the Bankruptcy Code being made on the Effective
Date; or (b) such holder's Collateral.

If the holder of an L&H Holdings Allowed Secured Claim receives
treatment as provided in (a) above, such holder will retain the
Liens securing the Allowed Secured Claim until paid in full. Any
deficiency amount relating to an Allowed Secured Claim will be
treated as a L&H Holdings Class 4 Unsecured Claim.

Notwithstanding the foregoing, L&H Holdings or Post Effective
Date L&H Holdings, as the case may be, and any holder of an
Allowed Secured Claim may agree to any alternate treatment of
such Secured Claim, which treatment may include preservation of
such holder's Lien; provided, however, that such treatment will
not provide a return to such holder having a present value in
excess of the amount of such holder's Allowed Secured Claim.

Any such agreement must be presented to the Bankruptcy Court,
the L&H Creditors' Committee and the Dictaphone Creditors'
Committee for approval at or prior to the Effective Date, and
will not materially and adversely impact the treatment of any
other creditor under the L&H Holdings Plan.

        (iii) L&H Holdings Class 3: Unsecured Claims
                    Against L&H Holdings

L&H Holdings Class 3 consists of all Unsecured Claims against
L&H Holdings.  Under the Plan, on the Effective Date or, if such
Unsecured Claim becomes an Allowed Unsecured Claim after the
Effective Date, on the next Quarterly Distribution Date after
such Unsecured Claim becomes an Allowed Unsecured Claim, each
holder of an Allowed L&H Holdings Class 3 Unsecured Claim will
receive, in full satisfaction, settlement, release, and
discharge of and in exchange for such Allowed L&H Holdings
Class 3 Unsecured Claim, a distribution equal to 100% of the
principal amount of such Allowed L&H Holdings Class 3 Unsecured
Claim, provided, however, that the total amount of Cash to be
distributed or reserved on account of the holders of Claims in
this class will not exceed $5,000,000, which amount will be
allocated pro-rata among the holders of such Claims if the total
amount of Allowed Claims in this Class exceeds $5,000,000.

No interest will be paid on any L&H Holdings Class 3 Unsecured
Claim.

     Impaired Class Of Equity Interests Against L&H Holdings   
                  (Entitled To Vote)

         L&H Holdings Class 4 Common Stock In L&H Holdings

L&H Holdings Class 4 consists of all interests of the holders of
L&H Holdings Common Stock on account of such interests. On the
Effective Date, the L&H Holdings Common Stock will remain
outstanding on and after the Effective Date. On the Effective
Date and thereafter for each Distribution of L&H Holdings
Available Cash, L&H NV, as the holder of all of L&H Holdings
Common Stock, will receive 100% of each of (a) the L&H Holdings
Available Cash and (b) the L&H Holdings Litigation Membership
Interests. No interest will be paid on any L&H Holdings Class 4
Common Stock.

   Impaired Class of Equity Interests Against L&H Holdings
                   (Not Entitled To Vote)

  L&H Holdings Class 5 Other Equity Interests In L&H Holdings

L&H Holdings Class 5 consists of all Equity Interests in L&H
Holdings not otherwise classified in L&H Holdings Class 4,
including the interests of holders of L&H Holdings Old Stock
Options and any Claims of the types described in section 510(b)
of the Bankruptcy Code and any Securities Laws Claims against
L&H Holdings. A holder of any Equity Interest in L&H Holdings
not otherwise classified in L&H Holdings Class 4 will receive no
distributions under the Plan on account of such equity interest.

       Treatment Of Classified Claims Against Dictaphone

       (a) Unimpaired Classes Of Claims against Dictaphone

       (i) Dictaphone Class 1: Priority Non-Tax Claims  
                    Against Dictaphone

Dictaphone Class 1 consists of all Claims against Dictaphone
entitled to priority under the Bankruptcy Code other than
Priority Tax Claims and Administrative Expense Claims.  On the
Effective Date or, if such Priority Non-Tax Claim becomes an
Allowed Priority Non-Tax Claim after the Effective Date, on the
next Quarterly Distribution Date after such Priority Non-Tax
Claim becomes an Allowed Priority Non-Tax Claim, a holder of an
Allowed Dictaphone Class 1 Priority Non-Tax Claim against
Dictaphone will receive, in full satisfaction, settlement,
release, and discharge of and in exchange for such Allowed
Dictaphone Class 1 Priority Non-Tax Claim (a) Cash equal to the
amount of such Allowed Dictaphone Class 1 Priority Non-Tax
Claim, or (b) such other treatment as to which Post-Effective
Date Dictaphone and such holder will have agreed upon in
writing.

       (ii) L&H NV Class 2: Secured Claims Against L&H NV

Dictaphone Class 2 consists of all Secured Claims against
Dictaphone, other than DIP Facility Claims. Each holder of an
Allowed Secured Claim against Dictaphone will be deemed to be
classified in a separate Class and will be treated as follows:
Each holder of an Allowed Secured Claim against Dictaphone will,
at the sole option of Dictaphone or Reorganized Dictaphone, as
the case may be, receive on the Effective Date on account of its
Allowed Secured Claim (a) treatment as provided under the
Bankruptcy Code, with any Cash payments required under the
Bankruptcy Code being made on the Effective Date; or (b) such
holder's Collateral.

If the holder of an Allowed Secured Claim receives treatment as
provided in (a) above, such holder will retain the Liens
securing the Allowed Secured Claim until paid in full. Any
deficiency amount relating to an Allowed Secured Claim will be
treated as a Dictaphone Class 4 Unsecured Claim. Notwithstanding
the foregoing, Dictaphone or Reorganized Dictaphone, as the case
may be, and any holder of an Allowed Secured Claim may agree to
any alternate treatment of such Secured Claim, which treatment
may include preservation of such holder's Lien; provided,
however, that such treatment will not provide a return to such
holder having a present value in excess of the amount of such
holder's Allowed Secured Claim.

Any such agreement must be presented to the Bankruptcy Court,
the L&H Creditors' Committee and the Dictaphone Creditors'
Committee for approval at or prior to the Effective Date, and
will not materially and adversely impact the treatment of any
other creditor under the Dictaphone Plan.

       (b) Impaired Classes Of Claims Against Dictaphone
                   (Entitled to Vote)

           (i) Dictaphone Class 3 Dictaphone Convenience
                   Claims Against Dictaphone

Dictaphone Class 3 consists of each (a) Allowed Unsecured Claim
against Dictaphone in an amount equal to $2,500 or less, (b)
Allowed Unsecured Claim against Dictaphone of a holder that has
irrevocably elected on its Ballot to reduce such Claim against
Dictaphone to the amount of $2,500 or less, and/or (c) Disputed
Unsecured Claim against Dictaphone that becomes an Allowed
Unsecured Claim of $2,500 or less with the consent of and in the
amount agreed to by such Debtor or its successor-in-interest, as
the case may be, or pursuant to a Final Order.

Under the Plan, each holder of an Allowed Dictaphone Convenience
Claim against Dictaphone will be paid an amount in Cash equal to
50% of such Allowed Dictaphone Convenience Claim, in full and
complete satisfaction, settlement, release, and discharge of and
in exchange for such holder's Claim on the later of (y) 30 days
after the Effective Date; or (z) the first Business Day after
the date that is 30 days after the date such Claim becomes an
Allowed Claim; provided, however, that the total amount of Cash
to be distributed or reserved on account of the holders of
Allowed Claims in this class will not exceed $1,000,000, which
amount will be allocated pro-rata among the holders of such
Claims if the total amount of Allowed Claims in this Class
exceeds $1,000,000.

Dictaphone Class 3 specifically excludes any Claim classified
under and receiving treatment as a Claim under Dictaphone
Class 4 (Dictaphone Unsecured Claims), Dictaphone Class 5
(Lenders' Guaranty Claims), Dictaphone Class 6 (Deutsche Bank
Line of Credit Claims), Dictaphone Class 7 (Dictaphone
Noteholders Claims) and Dictaphone Class 8 (Intercompany Loan
Agreement Claims). No interest will be paid on any Dictaphone
Class 3 Dictaphone Convenience Claim.

          (ii) Dictaphone Class 4: Unsecured Claims
                  Against Dictaphone

Dictaphone Class 4 consists of all Unsecured Claims against
Dictaphone, excluding Dictaphone Class 3 Claims (Dictaphone
Convenience Claims against Dictaphone), Dictaphone Class 5
Claims (Lenders' Guaranty Claims against Dictaphone); Dictaphone
Class 6 Claims (Deutsche Bank Line of Credit Claims against
Dictaphone); Dictaphone Class 7 Claims (Dictaphone Noteholders
Claims against Dictaphone); and Dictaphone Class 8 Claims
(Intercompany Loan Agreement Claims against Dictaphone).

Subject to some limitations, on the Effective Date, or, if such
Unsecured Claim becomes an Allowed Unsecured Claim after the
Effective Date, on the next Quarterly Distribution Date after
such Unsecured Claim becomes an Allowed Unsecured Claim, each
holder of an Allowed Dictaphone Class 4 Unsecured Claim will
receive, in full satisfaction, settlement, release, and
discharge of and in exchange for such Allowed Dictaphone Class 4
Unsecured Claim, a Ratable Proportion of (a) 9% of the
Distributable Shares of the Dictaphone New Common Stock and (b)
9% of the Class D Litigation Membership Interests. No interest
will be paid on any Dictaphone Class 4 Unsecured Claim.

The Distributions to holders of Allowed Claims against
Dictaphone in the Classes receiving Dictaphone New Common Stock
and Class D Litigation Membership Interests (i.e., Allowed
Dictaphone Class 4 (Unsecured Claims), Dictaphone Class 5
(Allowed Lenders' Guaranty Claims), Dictaphone Class 7
(Dictaphone Noteholders Claims) and Dictaphone Class 8
(Intercompany Loan Agreement Claims)) will vary based upon the
aggregate amount of Allowed Dictaphone Class 4 Unsecured
Claims.

The baseline Distribution allocation set forth in the Plan
(prior to the reallocation set forth in the Plan) assumes that
the aggregate amount of Allowed Dictaphone Class 4 Unsecured
Claims is $37,500,000. Dictaphone Class 4 (Unsecured Claims)
will receive proportionally more or less of the Dictaphone New
Common Stock and Class D Litigation Membership Interests to the
extent that the actual amount of Allowed Dictaphone Class 4
Unsecured Claims deviates from the $37,500,000 baseline
assumption.

For example, if the aggregate amount of Allowed Unsecured Claims
in such Class is 50% greater than the $37,000,000 estimate,
Dictaphone Class 4 will receive a 50% increase in the amount of
Dictaphone New Common Stock and Class D Litigation Membership
Interests (i.e., this Class would receive 13.5% of the total
Distribution of Dictaphone New Common Stock and Class D
Litigation Membership Interests instead of 9%).

If the aggregate amount of Dictaphone Class 4 Unsecured
Creditors falls anywhere within the range of $25 million to $50
million, the adjustment of the Distributions to the Dictaphone
Class 4 will cause a corresponding adjustment of Distributions
solely to Dictaphone Class 8 (Intercompany Loan Agreement
Claims). To the extent that the aggregate amount Dictaphone
Class 4 Unsecured Creditors falls anywhere outside the range of
$25 million to $50 million, the adjustment of the Distributions
to Dictaphone Class 4 will cause a pro rata adjustment of
Distributions to each of Dictaphone Class 5, 7 and 8.

The specific mechanics for these reallocations are set as
follows:

The Distributions of the Distributable Shares of the Dictaphone
New Common Stock and of the Class D Litigation Membership
Interests to holders of Allowed Dictaphone Class 4 Unsecured
Claims will each be adjusted by the Dictaphone Class 4
Adjustment Percentage (e.g., a 10% increase in the estimated
amount of Allowed Dictaphone Class 4 Unsecured Claims will
effect a Distribution of (a) 9.9% of the Distributable Shares of
the Dictaphone New Common Stock and (b) 9.9% of the Class D
Litigation Membership Interests); (ii) the adjustment of the
Distributions on account of the Allowed Dictaphone Class 4
Unsecured Claims effected in (i) above will cause a  
corresponding adjustment to the Distribution allocation of the
Distributable Shares of the Dictaphone New Common Stock and of
the Class D Litigation Membership Interests among the Dictaphone
Class 5 Allowed Lenders' Guaranty Claims, Dictaphone Class 7
Dictaphone Noteholders Claims and Dictaphone Class 8
Intercompany Loan Agreement Claims as follows:

       (A) if the Dictaphone Class 4 Adjustment Percentage is
within the range of  33.3% (the extent to which the
Dictaphone Class 4 Adjustment Percentage is within such range,
the "Standard Deviation"), then the Intercompany Distribution
will be increased or decreased to effect the reallocation of
Distributable Shares of the Dictaphone New Common Stock and of
the Class D Litigation Membership Interests to holders of
Allowed Dictaphone Class 4 Unsecured Claims; and

       (B) if the Dictaphone Class 4 Adjustment Percentage is
greater than  33.3% (the extent to which the Dictaphone Class
4 Adjustment Percentage is outside such range is referred to as
the "Excess Deviation"), then the Distribution allocation of the
Distributable Shares of the Dictaphone New Common Stock and of
the Class D Litigation Membership Interests among the Dictaphone
Class 5 Allowed Lenders' Guaranty Claims, Dictaphone Class 7
Dictaphone Noteholders Claims and Dictaphone Class 8
Intercompany Loan Agreement Claims will be adjusted as follows:

             (i) to the extent of the adjustment for the
Distributions accorded to the Class 4 Unsecured Claims arising
from the Standard Deviation, then the Intercompany Distribution
will be increased or decreased to effect such reallocation of
Distributable Shares of the Dictaphone New Common Stock and of
the Class D Litigation Membership Interests; and

             (ii) to the extent of the adjustment for the
Distributions accorded to the Class 4 Unsecured Claims arising
from the Excess Deviation, pro rata among each of the Dictaphone
Class 5 Allowed Lenders' Guaranty Claims, Dictaphone Class 7
Dictaphone Noteholders Claims and Dictaphone Class 8
Intercompany Loan Agreement Claims based upon their respective
allocations of Distributable Shares of the Dictaphone New Common
Stock and of the Class D Litigation Membership Interests.

Until a final Distribution is made on account of Allowed
Dictaphone Class 4 Unsecured Claims, Reorganized Dictaphone will
maintain sufficient reserves of Dictaphone New Common Stock and
Class D Litigation Membership Interests to give effect to the
foregoing adjustment provisions, which reserves will be held in
escrow for the sole benefit of the ultimate beneficiaries of
Distributions of such reserves.

           (iii) Dictaphone Class 5: Lenders' Guaranty Claims
against Dictaphone

Dictaphone Class 5 consists of all Claims under the Dictaphone
Guaranty, including without limitation, all claims relating
thereto.

Subject to some limitations, on the Effective Date, or, if such
Lenders' Guaranty Claim becomes an Allowed Lenders' Guaranty
Claim after the Effective Date, on the next Quarterly
Distribution Date after such Lenders' Guaranty Claim becomes an
Allowed Lenders' Guaranty Claim, each holder of an Allowed
Dictaphone Class 5 Lenders' Guaranty Claim will receive, in full
satisfaction, settlement, release, and discharge of and in
exchange for such Dictaphone Class 5 Lenders' Guaranty Claim, a
Ratable Proportion of (a) Reorganized Dictaphone/Lenders 12%
Notes, (b) 65% of the Distributable Shares of the Dictaphone New
Common Stock and (c) 65% of the Class D Litigation Membership
Interests.

The Reorganized Dictaphone/Lenders 12% Notes are promissory
notes payable by Reorganized Dictaphone to be issued by
Reorganized Dictaphone on the Effective Date.

As a condition to receiving the Distributions set forth in the
Plan, all holders of Allowed Dictaphone Class 5 Lenders'
Guaranty Claims will be deemed to have waived any right to
receive, and will not receive, either directly or derivatively,
any Intercompany Distributions, whether in the form of
Distributions or proceeds thereof from any of the Debtors or
their respective Estates.

The Reorganized Dictaphone/Lenders 12% Notes will be in the
aggregate original principal amount of $20,500,000 and bear
interest at the rate of 12% per annum, payable semi-annually as
follows: the first four semiannual interest payments may be, at
Reorganized Dictaphone's sole option, paid in kind or in Cash;
commencing on the fifth semiannual interest payment and
thereafter, all payments of interest must be paid in Cash. The
maturity date will be the fifth anniversary of the Effective
Date.

The Reorganized Dictaphone/Lenders 12% Notes may be
prepaid in whole or in part at any time without penalty or
premium. All payments of principal, interest and other amounts
under the Reorganized Dictaphone/Lenders 12% Notes will be
subordinated to the Exit Facility and will be pari passu with
the Reorganized Dictaphone/DB 12% Note.

Except with respect to the interest provided under the
Reorganized Dictaphone/Lenders 12% Notes, no interest will be
paid on any Dictaphone Class 5 Lenders' Guaranty Claim.

              (iv) Dictaphone Class 6: Deutsche Bank Line
                    Of Credit Claims Against Dictaphone

Dictaphone Class 6 consists of all Deutsche Bank Line of Credit
Claims.  On the Effective Date, each holder of an Allowed
Dictaphone Class 6 Deutsche Bank Line of Credit Claim will
receive, in full satisfaction, settlement, release, and
discharge of and in exchange for such Allowed Dictaphone Class 6
Deutsche Bank Line of Credit Claim, a Ratable Proportion of the
principal amount of $6,000,000 of the Reorganized Dictaphone/DB
12% Note. The Reorganized Dictaphone/DB 12% Note is a promissory
note payable by Reorganized Dictaphone to be issued by
Reorganized Dictaphone on the Effective Date.

The Reorganized Dictaphone/DB 12% Note will be in the aggregate
original principal amount of $6,000,000 and bear interest at the
rate of 12% per annum, payable semi-annually as follows: the
first four semiannual interests may be, at Reorganized
Dictaphone's sole option, paid in kind or in Cash; commencing on
the fifth semiannual interest payment and thereafter, all
payments of interest must be paid in Cash.

The maturity date will be the fifth anniversary of the Effective
Date.

The Reorganized Dictaphone/DB 12% Note may be prepaid in whole
or in part at any time without penalty or premium. All payments
of principal, interest and other amounts under the Reorganized
Dictaphone/DB 12% Note will be subordinated to the Exit Facility
and will be pari passu with the Reorganized Dictaphone/Lenders
12% Note. Except with respect to the interest provided under the
Reorganized Dictaphone/DB 12% Note, no interest will be paid on
any Dictaphone Class 6 Deutsche Bank Line of Credit Claim.

         (v) Dictaphone Class 7: Dictaphone Noteholders Claims

Dictaphone Class 7 consists of all Dictaphone Noteholders
Claims. Subject to some limitations, on the Effective Date, or,
if such Dictaphone Noteholders Claim becomes an Allowed
Dictaphone Noteholders Claim after the Effective Date, on the
next Quarterly Distribution Date after such Dictaphone
Noteholders Claim becomes an Allowed Dictaphone Noteholders
Claim, each holder of an Allowed Dictaphone Class 7 Dictaphone
Noteholders Claim will receive, in full satisfaction,
settlement, release, and discharge of and in exchange for such
Allowed Dictaphone Class 7 Dictaphone Noteholders Claim, a
Ratable Proportion of (a) 18% of the Distributable Shares of the
Dictaphone New Common Stock, (b) 18% of the Class D Litigation
Membership Interests, and (c) the Dictaphone New Warrants. No
interest will be paid on any Dictaphone Class 7 Dictaphone
Noteholders Claim.

            (vi) Dictaphone Class 8: Intercompany Loan Agreement
                      Claims Against Dictaphone

Dictaphone Class 8 consists of all Intercompany Loan Agreement
Claims against Dictaphone. Subject to some limitations, on the
Effective Date, or, if such Intercompany Loan Agreement Claim
becomes an Allowed Intercompany Loan Agreement Claim after the
Effective Date, on the next Quarterly Distribution Date after
such Intercompany Loan Agreement Claim becomes an Allowed
Intercompany Loan Agreement Claim, each holder of an Allowed
Dictaphone Class 8 Intercompany Loan Agreement Claim will
receive, in full satisfaction, settlement, release, and
discharge of and in exchange for such Allowed Dictaphone Class 8
Intercompany Loan Agreement Claim, a Ratable Proportion of the
Intercompany Distribution, which is comprised of (a) 8% of the
Distributable Shares of the Dictaphone New Common Stock, and (b)
8% of the Class D Litigation Membership Interests.

These Intercompany Distributions may not be distributed, either
directly or derivatively, to holders of Dictaphone Class 5
Lenders' Guaranty Claims or holders of Claims under the Belgian
Revolving Credit Facility, and which Distributions are subject
to adjustment under the Plan. Further, no interest will be paid
on any Dictaphone Class 8 Intercompany Loan Agreement Claim.

       Impaired Classes of Claims Against Dictaphone
                    (Not Entitled to Vote)

         Dictaphone Class 9 Securities Laws Claims
                  Against Dictaphone

Dictaphone Class 9 consists of all Claims against Dictaphone:

       (1) arising from rescission of a purchase or sale of a
           security of a Debtor or an Affiliate of a Debtor;

       (2) for damages arising from the purchase or sale of such
           a security;

       (3) for reimbursement, indemnification, or contribution
           allowed under the Bankruptcy Code on account of a
           Claim for damages or rescission arising out of a
           purchase or sale of a Debtor or an Affiliate of a
           Debtor; or

       (4) for similar violations of the of the securities laws,
           misrepresentations, or any similar claim, including,
           to the extent related to the foregoing or subject to
           subordination under the Bankruptcy Code, the
           Securities Class Actions/Suits against Dictaphone.
       
A holder of any Securities Laws Claims against Dictaphone will
receive no distributions under the Plan on account of such
Securities Laws Claims.

       Impaired Classes of Equity Interests In Dictaphone
                  (Not Entitled to Vote)

       Dictaphone Class 10 Equity Interests In Dictaphone

Dictaphone Class 10 consists of all Equity Interests in
Dictaphone. On the Effective Date, the certificates evidencing
any and all Equity Interests will be cancelled, and the holders
of any Equity Interests in Dictaphone will receive no
Distributions under the Plan on account of such Equity
Interests. (L&H/Dictaphone Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


MCMS INC: Files for Chapter 11 Protection in Delaware
-----------------------------------------------------
MCMS, Inc., a global leading electronics manufacturing services
provider announced that it has reached an agreement to sell
substantially all of its operating assets to Manufacturers'
Services Limited. MSL is also a global leading supplier in the
electronics manufacturing services industry with headquarters in
Concord, Massachusetts.

Rick Rowe, Chief Executive Officer of MCMS, said, "MCMS is very
pleased to have a company like MSL acquiring its business
operations." He added "given MSL's size and strong global
presence, I believe this proposed transaction offers great
opportunities for MCMS's customers, employees, and suppliers."

MSL President and Chief Operating Officer, Bob Donahue stated,
"The acquisition of MCMS meets several of our long range
strategic objectives, principally gaining a presence in Mexico
and also strengthening our West Coast and Asian operations. Also
MCMS adds depth in the area of optics and radio frequency
technology while increasing the diversity of our customer
portfolio."

Simultaneously, MCMS announced that it, and its two U.S.
subsidiaries, have voluntarily filed for protection under
Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware in Wilmington to
implement the sale.

During the bankruptcy process, MCMS will have the opportunity to
consider other offers for the operating assets. The Chapter 11
cases do not involve MCMS's foreign subsidiaries with the
exception of its Belgium subsidiary, which filed for Judicial
Composition on September 5, 2001 under the applicable laws of
Belgium.

The terms and conditions of the definitive agreement entered
into between MCMS and MSL relating to the asset sale, including
a purchase price of approximately $43.5 million, subject to
certain adjustments and the assumption of certain liabilities,
will be described in the Form 8-K to be filed by MCMS with the
Securities and Exchange Commission.

MCMS also announced that it has secured a commitment for Debtor-
in-Possession (DIP) financing from a consortium of banks led by
PNC Bank, subject to bankruptcy court approval. MCMS emphasized
that during the voluntary restructuring and sale process, day-
to-day operations will continue uninterrupted.

MCMS believes that the financing package and the other court
orders that MCMS is requesting will, among other things, provide
ample funding to pay all amounts due to its employees, maintain
all employee benefit plans, and maintain normalized business
with its suppliers post-petition allowing uninterrupted
manufacturing services to its customers.

The closing of the sale is expected to occur in November 2001,
subject to regulatory and Bankruptcy Court approval.

MCMS, Inc. is a global leading provider of advanced electronics
manufacturing services to original equipment manufacturers who
primarily serve the data communications, telecommunications, and
computer/memory module industries. MCMS targets customers that
are technology leaders in rapidly growing markets, such as
Internet infrastructure, wireless communications and optical
networking, that have complex manufacturing service requirements
and that seek to form long-term relationships with their
electronics manufacturing service providers.

The Company offers a broad range of electronics manufacturing
services, including pre-production engineering and product
design support, prototyping, supply chain management,
manufacturing and testing of printed circuit board assemblies,
full system assembly, end-order fulfillment and after-sales
product support. The Company delivers this broad range of
services through operations in Nampa, Idaho; Durham, North
Carolina; Penang, Malaysia; Colfontaine, Belgium; Monterrey,
Mexico; and San Jose, California. MCMS information is available
by visiting the company's Web site at http://www.mcms.com


MCMS INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Lead Debtor: MCMS, Inc.
             83 Great Oaks Blvd.
             San Jose, California 95119

Debtor affiliates filing separate chapter 11 petitions:
             
             MCMS Customer Services, Inc.
             MCMS Holdings, LLC
             
Type of Business: Provider of advanced electronics manufacturing
                  services to original equipment manufacturers,
                  primarily serving the data communications.
                  telecommunications and computer memory module
                  industries.

Chapter 11 Petition Date: September 18, 2001

Court: District of Delaware

Bankruptcy Case Nos.: 01-10477 through 01-10479

Debtors' Counsel: Eric D. Schwartz, Esq.
                  Donna L. Harris, Esq.
                  Morris. Nichols, Arsht & Tunnell
                  1201 North Market Street
                  Wilmington, DE 19801
                  (302)658-9200

Total Assets: $173,406,000

Total Debts: $343,511,000

Debtors' 20 Largest Consolidated Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------

United States Trust           Bond                  $145,000,000
Company of New York,
as Trustee
Jim Logan
114 West 47th Street
New York NY 10036
Fax: 212-852-1626

United States Trust           Bond                   $30,000,000
Company of New York,
as Trustee
Jim Logan
114 West 47th Street
New York NY 10036
Fax: 212-852-1626

ATT Fixed Wireless            Trade                  $3,038,993
Dennis Davenport
PO Box 97059
Redmond, WA 98073
Tel: 425-702-2995
Fax: 425-702-2571

Extreme Networks              Trade                  $2,862,877
Allan Miller
3585 Monroe St
Santa Clara CA 95051
Tel: 408-579-3440
Fax: 408-279-3029

Avnct Electronics Marketing   Trade                  $2,444,651
Sherry Westergren
2855 East Cottonwood Parkway
Suite 220
Salt Lake City, UT 84121
Tel: 800-332-9326
Fax: 800-760-3237

Memec United                  Trade                  $2,375,326
Steve Grant
Dept LA 22026
Pasadena CA 91185
Tel: 298-882-2444
Fax: 858-450-8859

Cisco Systems                 Trade                  $1,901,932
Veronica Foronda
170 W. Tasman Dr.
San Jose, CA95134
Tel: 408-526-7000
Fax: 413-778-2305

Arrow Electronics Inc.        Trade                    $556,592
Hector Hernandez
7459 South Lima
Englewood, CO 80112
Tel: 303-645-8700
Fax: 919-572-9090

Galileo Technology Inc.       Trade                    $444,028
Mike Tate
142CharcotAve
San Jose CA 95131
Tel: 408-992-5413
Fax: 408-367-1401

JDS Uniphase Corp.            Trade                    $443,373
Mike McGuire
200 Precision Drive
Horsham, PA 19044
Tel: 215-328-6615
Fax: 215-675-901

Toppan Electronics            Trade                    $437,963
Arnold Sema
7770 Miramar Road
San Diego. CA 92126
Tel: 619-695-2222
Fax: 619-695-2165

Canyon County Tax Collector   Trade                    $436,117
Gene Kuehn
P.0.Box 1010
Caldwell ID 83606
Tel: 208-454-7354
Fax: 208-454-7388

Xpcdx                         Trade                    $388,$74
Brian Wright
432 Stealhead Way
Boise, ID 83704
Tel: 208-375-3110
Fax: 208-376-9624

Tyco                          Trade                    $347,343
Martha Brown
Middletown, PA 17057
2800 Fulling Mill Road
Tel: 717-986-7309
Fax: 717-986-5073

Broadcam Corporation          Trade                    $293,256
Scott Scott
16215 Alton Parkway
Irvine, CA 92619
Tel: 949-585-5952
Fax: 714-450-8710

Multek, Inc.                  Trade                    $281,031
Gary Engstrom
16 Hammond
Irvine, CA 92618
Tel: 949-609-7250
Fax: 949-951-5431

Matthews Metals               Trade                    $218,684

Stewart Connector Systems     Trade                    $217,688

L G Electronics               Trade                    $217,273

North American Logistics      Trade                    $212,859


MCMS INC: Strikes Deal to Sell Key Assets to MSL for $43.5MM
------------------------------------------------------------
Manufacturers' Services Ltd. (MSL) (NYSE: MSV) has entered into
an agreement to acquire from MCMS, Inc. operations in Mexico,
Asia and the U.S. for $43.5 million.

The transaction is subject to approval by the Bankruptcy Court
supervising the Chapter 11 case for MCMS, which was filed
Tuesday.

The operations that MSL is acquiring are an ideal fit with its
strategic plan to expand operations in low cost regions, as the
acquisition will add operations in Monterrey, Mexico, Penang,
Malaysia and Xiamen, China.

"This combination is a great fit for MSL and our combined
customers. The additional facilities and capabilities will
further round out our global offering and enhance our ability to
serve customers throughout the entire product lifecycle," stated
Bob Donahue, President and COO of MSL. "Both MSL and MCMS use
BaaN as the primary ERP platform and this compatibility will
ensure a smooth and rapid transition as the companies' assets
are combined. The MCMS business principals of providing the
highest levels of customer care will blend perfectly with the
MSL culture."

"We are confident that MSL offers our customers the best
opportunity for world-class manufacturing support. Combined, we
will continue to support the MCMS business philosophy of
globally providing consistent quality systems, manufacturing
processes, procedures and information systems in order to bring
strategic advantages to our customers," said Rick Rowe, MCMS
CEO. "Both companies' cultures are focused on the delivery of
first-class customer care and will help enable a smooth
transition through this process."

Manufacturers' Services Ltd. (MSL) (NYSE:MSV) is a leading
global provider of advanced electronics manufacturing services
(EMS) to original equipment manufacturers (OEMs). The company
operates a global network of manufacturing facilities in the
world's major electronics markets - North America, Europe and
Asia.

MSL has developed relationships with leading OEMs in rapidly
growing industries such as wired and wireless communications,
networking and storage equipment, computer systems and
peripherals, consumer electronics, industrial equipment and
commercial avionics. MSL provides integrated supply chain
solutions that address all stages of the product life cycle,
including engineering and design, new product introduction,
materials procurement and management, testing, printed circuit
board assembly, product assembly, systems integration and
assembly, order fulfillment, distribution and after-market
support.

MSL differentiates itself by providing exceptional customer
service, by broadly and deeply integrating our services into our
OEM customer's operations, and by leveraging information
technology to connect a global network of supply, purchasing and
fulfillment sites. MSL is headquartered in Concord, Mass. For
more information, please visit the company's Web site at
http://www.msl.com


MARINER POST-ACUTE: Court Approves MHG's Disclosure Statement
-------------------------------------------------------------
Judge Walrath issued an order approving the Disclosure Statement
with respect to the MHG Senior Bank Lenders' First Amended Joint
Plan of Reorganization as containing adequate information to
enable holders of claims against and interest in Mariner Post-
Acute Network, Inc. with to make an informed judgment about the
MHG Senior Bank Lenders' First Amended Plan.

Accordingly, Plan Proponents are authorized by the Court to use
the Disclosure Statement in connection with the solicitation
of votes to accept or reject the Senior Bank Lenders' First
Amended Joint Plan of Reorganization under chapter 11 of the
Bankruptcy Code.

   Summary of MHG Lenders' 1st Amended Plan of Reorganization

PNC Bank, National Association, and First Union National Bank as
Agents under the Bank Credit Agreements (the Plan Proponents)
have agreed upon and formulated the First Amended Joint Plan of
Reorganization whereby the lenders under the Bank Credit
Agreements, including the Plan Proponents, (the Senior Bank
Lenders) would oversee the emergence of the Debtors from
chapter 11.

The Banks, as Plan Proponents are represented by lawyers at
O'Melveny & Myers LLP and Blank Rome Comisky & McCauley LLP.

The Plan, provides that:

(1) the Senior Bank Claims will be deemed allowed in the
    aggregate amount of approximately $440 million, such that
    each holder of a Senior Bank Claim will receive its Ratable
    Proportion of

    (A) Excess Cash,

    (B) New Senior Notes issued by Reorganized MHG or by one of
        its subsidiaries in an amount equal to the difference
        between $100 million and the aggregate amount of Cash
        distributed on or prior to the Effective Date on account
        of the Senior Bank Claims (including any Excess Cash
        distributed on the Effective Date),

    (C) the APS Proceeds (which shall constitute a mandatory
        prepayment on the Senior Bank Claim holders' New Senior
        Notes),

    (D) $48 million in New Subordinated Notes issued by
        Reorganized MHG or by one of its subsidiaries,

    (E) 80,000 shares of New Common Stock, representing 100% of
        the shares of New Common Stock of Reorganized MHG to be
        initially issued by Reorganized MHG (subject to dilution
        by the issuance of New Common Stock to New Management),

    (F) any distributions otherwise payable to holders of the
        Subordinated Note Claims to the extent such holders'
        subordination rights are not waived;

(2) each holder of a General Unsecured Claim will receive in
    full satisfaction of such Claim, its Ratable Proportion of
    the General Unsecured Fund, which will consist of the lesser
    of (a) $7,500,000 or (b) the amount necessary to fund a 5%
    distribution to holders of Allowed General Unsecured Claims
    and Allowed Non-MPAN Subordinated Note Claims;

(3) each holder of a non-MPAN Subordinated Note Claim will
    receive its Ratable Proportion of the General Unsecured
    Fund, and the Senior Bank Lenders will be deemed to have
    waived their subordination rights as to such bolder, if, but
    only if,

   (a) the class of non-MPAN Subordinated Note Claim holders has
       voted to accept the Plan and

   (b) such holder has not voted to reject the Plan;

(4) each holder of a Mortgage Claim will receive a New Senior
    Note in the fair market value of such Claim determined as
    described in Section VIII.B.3.a and as set forth in the Plan
    or such other treatment as may be required by the Court in
    order to confirm the Plan pursuant to Section 1129(b) of the
    Bankruptcy Code; provided that if the Bankruptcy Court
    determines that the Allowed amount of such Claim is greater
    than the amount set forth in the Plan, or the Plan
    Proponents determine, in their sole discretion, not to
    provide the treatment dictated by the Court, the Plan
    Proponents may return the Collateral securing such Claim;

(5) each holder of a United States Claim will be treated
    according to the terms of a settlement agreement as
    contemplated in Section 9.1(c) of the Plan, provided that,
    if no settlement agreement is reached, under Section 7.7 of
    the Plan these Claims may be conclusively estimated and
    limited by the Bankruptcy Court, and will be satisfied by a
    distribution of 5% of each Allowed Claim if by Final Order
    of the Court such Claims are determined to be unsecured
    Claims, or such treatment as is afforded by the Plan to a
    Secured Claim, Administrative Expense Claim or cure amount
    to the extent such Claims fall within such Class; and

(6) no holder of an MPAN Claim, a Securities Litigation Claim or
    a Punitive Damage Claim against any of the Debtors, or any
    Equity Interest will receive or retain any property on
    account of such Claims or Interests.

All distributions will be made as of the Effective Date or as
soon thereafter as is practicable.

The MHG Debtors' operations are currently managed by MPAN
pursuant to the terms of a certain "Management Protocol"
established at the time the Debtors entered into the DIP
Facility. In exchange for providing management services to the
Debtors, MPAN receives compensation on a monthly basis equal to
5% of the gross revenues of the Debtors.

Pursuant to the DIP Facility, MPAN's management of the Debtors
may be terminated by the Plan Proponents at any time prior to
the Effective Date of the Plan and a replacement manager for the
Debtors may be selected by the Plan Proponents. MPAN also may be
replaced as the manager of the Debtors' operations after the
Effective Date of the Plan.

The Plan Proponents contemplate that MPAN will be terminated as
the manager of the operations of the Debtors, whether before or
after the Effective Date, and that Reorganized MHG will hire
Capella Senior Living, LLC as new management to operate
Reorganized MHG and the Subsidiary Debtors, as reorganized. It
is anticipated that Reorganized MHG will provide the New
Management up to 20% of the New Common Stock of Reorganized MHG
through outright grants, options and stock option plans.

In addition, if Reorganized MHG acquires any assets from the New
Management (or any entity controlled by the New Management) that
are used to operate Reorganized MHG, it is expected that such
assets will be purchased in exchange for New Subordinated Notes.

The Plan Proponents anticipate that, on or after the Effective
Date, the Board of Directors will install new management for
Reorganized MHG and the Subsidiary Debtors (as reorganized). To
that end, the Plan Proponents have identified Capella Senior
Living, LLC as the new manager for the facilities. It is further
anticipated that, upon Capella's being installed as the new
manager (a) Paul Diaz will become a member of the Board of
Directors, and (b) the officers of Capella will become the
officers of Reorganized MHG.

Capella was formed in March 2000 to provide long term care
services through the operation and management of nursing,
rehabilitation and assisted living facilities located primarily
in the eastern half of the United States. In November 2000, it
was engaged by the Plan Proponents as a healthcare industry
business advisor in connection with the Debtors' chapter 11
cases.

Pursuant to that engagement, Capella, among other things,
developed (a) a plan for the continued operation of the Debtors'
facilities as part of a stand alone plan of reorganization (the
"Business Plan"), and (b) a transition plan to provide for the
transition of management services from MPAN to Capella (the
"Transition Plan").

In addition, pursuant to the terms of the engagement, the Senior
Lenders agreed to pay to Capella a monthly fee, a bonus upon
confirmation of a plan of reorganization for MHG and the
Subsidiary Debtors, and a termination fee upon the sale of the
Debtors to MPAN or another third party.

The Plan Proponents tell the Court that Capella has thoroughly
evaluated the current state of the Debtors' facilities and has
prepared a detailed and comprehensive plan for improving
services to residents and ensuring efficient and effective
business operations. In addition, Capella has prepared for the
movement of business operations from MPAN to Capella, expending
significant resources to prepare for the transition, organize
the management team and create business processing support
systems and infrastructure.

Capella has performed detailed due diligence on MHG's
information systems and operations, reviewed facility and
company financials, and examined the long term care industry as
a whole. Capella reviewed, among other things, facility
inspection reports, liability claims, and its corporate
compliance program. Capella's senior management performed
comprehensive due diligence analysis on all aspects of the
Debtors' operations as preparation for developing the Business
Plan. Capella met with MPAN senior management with
responsibility for Debtor facilities at MPAN's corporate offices
in Atlanta in late February 2001 and began a series of weekly
detailed conference calls with MPAN representatives.

The Business Plan prepared by Capella (as revised from time to
time) forms the basis for the Plan including, without
limitation, the determination of which facilities to retain as
part of the Debtors' operations going forward. As part of the
Business Plan, Capella has also consulted with three different
representatives of national insurance carriers and has confirmed
that adequate insurance coverage will be available without
interruption by the Effective Date.

Capella is developing risk management and loss prevention
programs for both residents and employees and is experienced in
dealing with third party claims administration programs, the
Plan Proponents note.

The Transition Plan specifically addresses all the steps needed
to successfully transition management services from MPAN to
Capella. The Transition Plan identifies risks of execution for
each major area of operations, addresses such risks and includes
contingency plans for addressing any unexpected developments.
The Transition Plan includes specific steps to address the area
of business processing, which includes such vital functions as
time and attendance, payroll, clinical/billing systems, resident
assessment data collection and collection of financial data.

Capella does not believe Reorganized MHG faces any significant
risk if a CIA is imposed, but has nonetheless closely monitored
the negotiations between MPAN, MHG and government agency
representatives.

As part of the Plan, Reorganized MHG will acquire 100% of the
limited liability company interests in Capella from the owners
thereof in a tax-free exchange for $2 million of New
Subordinated Notes. Thereafter, Capella will be a wholly owned
limited liability subsidiary of Reorganized MHG.

The Plan Proponents also advise that the principals and senior
management of Capella include highly-qualified facility
operators and managers, with over two decades of experience as
long term care entrepreneurs (having successfully built and
managed several companies), healthcare professionals, and
advisors to long term care facilities and financial
institutions, and include the following:

* Paul J. Diaz, JD, Co-Founder, Chairman/CEO

   Mr. Diaz previously served as Executive Vice President and
   Chief Operating Officer with MHG where he was responsible for
   managing and directing the health services company's
   diversified business units in 39 states. Mr. Diaz joined MHG
   as President of its Inpatient Division following MHG's
   acquisition in October 1996 of Allegis Health Services, Inc.,   
   which Mr. Diaz helped to found in 1989 and where he served as
   Chief Executive Officer and Vice-Chairman of the Board until
   the 1996 acquisition. Mr. Diaz has a B.A. Finance and
   Accounting (American University) and a J.D. (Georgetown
   University Law Center).

* David N. Hansen, Co-Founder, President/CFO

   Mr. Hansen served as Executive Vice President, Chief
   Financial Officer and Treasurer of MHG where he was
   responsible for financial reporting, management of
   information systems, annual business planning, investor  
   relations and reimbursement. In addition, Mr. Hansen was
   elected to the MHG Board of Directors in 1997. Prior to his
   position at MHG, Mr. Hansen was an engagement partner in the
   Boston office of Coopers & Lybrand, LLP, responsible for
   providing audit, tax and consulting services to health care
   and other service businesses. Mr. Hansen has a B.A. Business
   Administration from the University of Massachusetts and an
   M.B.A. from Cornell University.

* Francis X. Hinckley,
   Senior Vice President and Chief Information Officer

* Patricia M. McGillan, Esq.,
   General Counsel, Senior Vice President, Quality Assurance and
   Compliance

* Thomas Pedroni, Jr., Esq.
   Senior Vice President, Risk Management Services

* Patrick J. Cimerola, M.S.
   Senior Vice President, Human Resources

* Francine R. Kwiatkowski, BSN, MBA
   Senior Vice President, Resident Services

* James F. Offutt
   Senior Vice President, Finance

* Daren A. Cortese, MBA
   Senior Vice President, Business Development

At present, Capella staff number 31 full and part-time staff who
are engaged in each major area of operations. By the Effective
Date, Capella's corporate, transition and operations teams will
include 90 full time positions, including 24 Information Systems
consultants.

MPAN asserts that it and MHG may have claims against, among
others, Messrs Diaz and Hansen of Capella, arising in connection
with their prior employment by MHG and the acquisition by MPAN
of MHG in 1998. Messrs Diaz and Hansen deny any liability to
MPAN or MHG and assert that they may have claims against, among
others, MPAN as a result of actions taken by or on behalf of
MPAN during the MHG chapter 11 cases.

The Plan does not address the merits of the claims nor their
resolution and there can be no assurance that these claims would
not, if litigated, impair or impede confirmation of the Plan.
(Mariner Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


MAXICARE HEALTH: CaliforniaChoice Acts to Protect Members
---------------------------------------------------------
In an effort to assure continuity of care for its enrollees,
CaliforniaChoice announced that Maxicare members will be
afforded the opportunity to switch carriers effective Jan. 1,
2002.

In addition, no new Maxicare membership will be accepted by
CaliforniaChoice beyond the Nov. 1 coverage effective date. This
significant action was driven by the current uncertainty on the
future viability of Maxicare which filed for bankruptcy June 25,
and which remains under the close supervision of the California
Department of Managed Health Care (DMHC).

"We were informed by the DMHC that despite their best efforts,
no buyer emerged for many of Maxicare's commercial membership
products. Since 90 percent of Maxicare's small employer group
membership is enrolled through CaliforniaChoice, we decided to
take this step now rather than expose our members to continued
uncertainty," said John Word, III, co-founder and managing
partner of CaliforniaChoice.

"The DMHC has done an excellent job in assuring Maxicare members
access to medical coverage during this recent period, but we
felt that now was the time to start implementing an exit
strategy," Word continued.

At present, it is business as usual for all currently enrolled
Maxicare members. Doctors, hospitals and pharmacies are, by law,
required to continue honoring their contracts.

CaliforniaChoice is an employee choice health program offered to
employers of two to 50 employees. It is composed of eight
different HMO networks -- including Maxicare -- as well as PPO
options. Employers set a contribution budget and then empower
each employee to make their own health plan and benefit level
selections based on family needs and budget.

Since hospitals and physicians affiliate with multiple health
plans, switching from Maxicare to another plan offered through
CaliforniaChoice will allow enrollees to most likely retain
their providers of preference with no break in continuity.

In addition, benefit and co-pay levels between all
CaliforniaChoice HMO plans are identical, further ensuring
continuity in coverage. Taking this action now preempts any
fears enrollees may have of being stranded without coverage or
access to their choice of providers.

"Continuity of care is critical and people should be able to
access the doctor and hospital they want," said Word. "Our No. 1
priority is to assure that CaliforniaChoice Maxicare members
receive uninterrupted access to medical care. The best way to do
this is to provide them the opportunity to pick a new health
plan without any disruption for themselves or their employer
group."

Over the past two years, the growing instability of medical
groups and health plans have caused considerable disruption to
the people of California. Often, individuals are forced to
choose a new doctor with whom they have no prior relationship or
are assigned a doctor by the health plan. Word said this is "not
only unsettling and frustrating, but adds cost to the system.
New doctors want to do their own tests on patients, often
duplicating perfectly fine work that has recently been done."

Sadly, it is the individual employee who often bears the brunt
of financial insolvency, contract disputes or other turbulence
which disrupt what were once solid companies and relationships,
said Word.

The protection CaliforniaChoice provides is to ensure that
doctors and hospitals are available on more than one of our
health plans so employees have a choice and a safety net to
guard against this environment.

As the nation's fastest-growing health purchasing alliance,
CaliforniaChoice currently has 150,000 members and more than
10,000 employer groups in California.


MESA AIR: Slashes Senior Executive Pay and Reduces Operations
-------------------------------------------------------------
Mesa Air Group, Inc. (Nasdaq: MESA), announced that effective
immediately, the company has instituted a reduction in senior
management pay. Chairman and Chief Executive Officer Jonathan
Ornstein and President and Chief Operating Officer Mike Lotz
will have their base salaries reduced by 50 percent, to $100,000
and $87,500, respectively. Other members of the Mesa senior
management team will take a 20 percent reduction.

Mesa also announced that it will reduce turboprop operations at
its Air Midwest and CCAIR subsidiaries, effectively immediately.
"Unlike our regional jets that are flown under contract to our
major airline partners, the bulk of our turboprop operations are
flown under a standard revenue-sharing agreement," said Lotz.

"The reduction will be approximately 20 percent of Mesa's non-
contract flying, or approximately 7 percent of its total flying.
We regret the further impact this will have on rural
communities."

"Considering the extraordinary events, we believe it is better
to be proactive than reactive. Mesa is in a strong financial
position now, but we need to implement these steps quickly so we
can remain that way," Ornstein stated. "The act of war on
September 11 has already had a chilling effect on commercial
aviation. One carrier has declared bankruptcy and other carriers
are announcing significant layoffs and schedule reductions. We
urge the federal government to quickly approve an airline
financial relief package before the situation worsens."

Mesa Air Group currently operates 126 aircraft with 1,100 daily  
system departures to 120 cities, 36 states, Canada and Mexico.
It operates in the west and mid-west as America West Express,
the mid-west as US Airways Express and Midwest Express and the
east as US Airways Express, and in New Mexico under the
independent Mesa Airlines.

In addition, the company has 61 regional jets on firm order and
holds options on another 184 jet aircraft. The Company, which
was founded in New Mexico in 1982, has approximately 4,000
employees.

Mesa Air Group, Inc. has signed recently a letter of intent with
Raytheon Aircraft Company and Raytheon Aircraft Credit
Corporation to settle outstanding issues related to its
Beech1900D aircraft fleet financed with Raytheon.  

In the letter of intent, which is subject to definitive  
documentation, Raytheon has agreed to assist Mesa in reducing  
Mesa's 1900D operating expenses. Mesa and Raytheon have also  
come to an agreement under which Mesa is no longer in default  
under the outstanding loan agreements.


NATIONAL AIRLINES: Waives Customer Advance Purchase Requirements
----------------------------------------------------------------
In an effort to aid travelers in the aftermath of the last
week's tragedy, National Airlines is removing all advance
purchase requirements on most published fares for tickets
purchased by September 28, 2001.

"As our nation fights to deal with the catastrophic events of
September 11th, the hearts and prayers of all National Airlines
employees continue to be with the families and friends of those
affected," said Michael J. Conway, president and CEO of the
airline. "It will take time to heal the physical, psychological
and emotional wounds from these heinous acts, but like so many
of our political and business leaders have stated, this country
will not falter to terrorism. Americans are strong and already
we have seen a concerted effort to get our nation back to some
semblance of normalcy.

"National Airlines is waiving the advance purchase requirements
on tickets to help people be with loved ones," the CEO added.
"In doing so, our lowest priced tickets can be acquired right up
to the flight time, based on availability."

Conway concluded, "To the many heroes that have emerged, and to
those who will emerge, we thank you. And to our colleagues,
particularly at American Airlines and United Airlines, please
know that all of National Airlines is with you."

National Airlines serves Chicago Midway, Chicago O'Hare,
Dallas/Ft. Worth, Los Angeles, Miami, Newark, New York JFK,
Philadelphia, San Francisco and Washington, DC with nonstop
flights to and from its Las Vegas hub.

National Airlines is making adjustments and reductions to its
flight schedule as a result of the tragic events of September
11th. It is set to slash its existing service by as much as 20
percent.

Two weeks before that, National Airlines announced that it would
file a restructuring plan in middle of next month.


OWENS CORNING: Making Secret Pension Plan Contributions
-------------------------------------------------------
Owens Corning filed a motion with the U.S. Bankruptcy Court for
the District of Delaware asking for authority to make
contributions to the Debtors' pension plan.

J. Kate Stickles, Esq., at Saul Ewing LLP in Wilmington,
Delaware, disclose that the Debtors have sponsored pension plans
to provide retirement income to eligible employees embodied in
the Owens Corning Merged Retirement Plan with approximately
30,000 participants.

PricewaterhouseCoopers (PwC), the pension plan's actuary, has
projected that the Debtors will be required to make mandatory
minimum funding contributions under applicable law and
regulations in the amount of [REDACTED] plus incremental
premiums to the PBGC of [REDACTED].

Ms. Stickles contends that the relief requested is appropriate
and in the best interest of the Debtors, their estates and
creditors and should be authorized.  In accordance with mandated
minimum funding requirements, the Debtors must make a payment of
[REDACTED].  Ms. Stickles claims that payment by September 15,
2001 is more desirable because:

(1) it satisfies the same legal minimum funding requirements
    with substantially less aggregate contributions over the
    projected period;

(2) [REDACTED] in contributions to the pension plan is projected
    to be required in any event;

(3) it eliminates PBGC excess insurance premiums of
    approximately [REDACTED].

Ms. Stickles asserts that the Debtors has more than sufficient
cash to make the required contributions that will not require
further borrowings and can be made without exhausting cash
reserves. (Owens Corning Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


OWENS CORNING: Net Income Tops $29 Million in Second Quarter
------------------------------------------------------------
Net sales of Owens Corning for the quarter ended June 30, 2001
were $1.239 billion, down 4% from the second quarter 2000 level
of $1.295 billion.  The decrease is due to price and volume
declines in North American Building Materials businesses, as
well as the sale of the Falcon Foam and European Building
Materials businesses.

Adjusted for the disposition of these  businesses, sales in 2001
declined 2% compared to the second quarter of 2000. In the
Building  Materials Systems business, sales during the second
quarter of 2001 reflect volume and price decreases in the U.S.
insulation market and price decreases in U.S. roofing markets
offset partially by volume increases in roofing, compared to the
second quarter of 2000.

In the Composite Systems business, sales reflect price increases
in composites markets during the second quarter of 2001 offset
by volume decreases primarily in the U.S.  On a consolidated  
basis, the currency translation impact of sales denominated in
foreign currencies was unfavorable during the second quarter of
2001 compared to the second quarter of 2000.

For the quarter ended June 30, 2001, Owens Corning reported net
income of $29 million, compared to a net loss of $425 million
for the quarter ended June 30, 2000.  On a pre-tax basis, Owens
Corning reported income from operations of $57 million in the
second quarter of 2001.

When adjusted for $17 million in costs of restructuring and
other charges and $17 million in Chapter 11 related
expenditures, Owens Corning generated $91 million in income  
from operations compared to $152 million for the second quarter
of 2000 (adjusted for  asbestos-related charges).  

Net income for the second quarter 2001 reflects the price and
volume decreases described above compounded by continued
increase in energy costs recognized  as well as the impact of
the Company's review of cost structures.  

Cost of borrowed funds  during the second quarter of 2001 was $4
million, $47 million lower than the second quarter 2000 level,
due to the cessation of interest (totaling $46 million during
the quarter, and $96 million year to date on most debt as a
result of the Chapter 11 Filing.

Net sales for the six months ended June 30, 2001 were $2.306
billion, down from the $2.552 billion reported for the first six
months of 2000.  Price and volume decreases across North
American  Building  Materials markets and the disposition of
Building Materials Europe resulted in the sales decline.  

The net income for the six months ended June 30, 2001 was $19
million, compared to a net loss of $377 million for the same
period in 2000.


PACIFIC GAS: Assumes Amended PPA with QF United Cogen
-----------------------------------------------------
Pursuant to an Order of the Court governing the amendment and
assumption of Power Purchase Agreements with QFs, Pacific Gas
and Electric Company gives Notice, dated August 15, 2001 of its
intention to amend and assume, the Power Purchase Agreement of
the Qualifying Facility United Cogen, Inc., pursuant to 11
U.S.C. Section 365 and Rules 6006 and 9019 of the Federal Rules
of Bankruptcy Procedure:

United operates a co-generation facility with a capacity of
30,000 kW. Prior to the commencement of its bankruptcy case,
PG&E failed to pay in full the amounts due under the PPA between
PG&E and Hypower, Inc., resulting in pre-petition claims for
payment to United in the amount of $13,014,189.15 (the Pre-
Petition Payables).

The Assumption Agreements provides for August 20, 2001 as the
effective date for the PPA Amendments and PG&E's assumption of
the PPA, provided that United has the right to terminate its
respective Assumption Agreement and PPA Amendment for a 15-day
period following the entry of the Bankruptcy Court Order
approving the Assumption Agreements in the event that the QF
cannot obtain satisfactory fuel supply and financial
arrangements and internal approvals as set forth in the
Assumption Agreements.

Upon the effective date of assumption of the PPAs, the Pre-
Petition Payables will be elevated to administrative priority
status and will accrue interest, and will be paid by PG&E to
United in accordance with the Assumption Agreement providing
that United's right to dispute the amount of the Pre-Petition
Payable is reserved in accordance with the Assumption Agreement.

United waives certain potential administrative and pre-petition
claims, including any claim to receive any difference between a
"market rate" and the contract price for energy and capacity
delivered to PG&E from and after April 6, 2001 through August
20, 2001, the effective date for PG&E's assumption of the PPA.
(Pacific Gas Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


PAYSTAR COMMS: Plan to Make $3.5MM Debt Reduction Underway
----------------------------------------------------------
PayStar Corporation (OTCBB:PYST), the nation's leader in
providing content-based Internet Kiosks, Cashless ATM devices,
Prepaid Telecom Services and Wireless Banking, announces the
recasting of Q3 estimated revenues to lower than expected. This
recast is a result of the recent economic downturns and a
reduction in Cashless Teller Machine (CTM) purchase orders from
its U.S. Cash Exchange Business Unit.

Recently a major national distributor has notified U.S. Cash
Exchange that its orders for third quarter will be significantly
lower than originally forecast due to one of its major dealers
going out of business. A Summit Technologies (national
distributor) spokesperson said it is currently in negotiations
with two new replacement dealers and orders for Q4 should return
to normal.

PayStar is pleased to announce that plans are under way to lower
Q3 short-term debt by approximately $3.5 million, which will
significantly improve the balance sheet. PayStar's recent
reorganization has resulted in a 15% reduction in force. This
will result in what management believes will continue to improve
the bottom line and accomplish year-end goals.

PayStar Corporation, a premier global distributor of telephony
and financial services, provides its customers with an array of
enabling devices. PayStar is comprised of three fully integrated
divisions: Commercial Telephony Switch Services, Consumer
Internet and Telephony Products including prepaid cards, and
Consumer Services providing service and maintenance of Cashless
ATMs (CTMs), payphones and Internet enabled kiosks.

PayStar is the location services provider (LSP) to retail
merchants and is considered a "carrier's carrier" for wholesale
telecom services worldwide. Success is driven by internal sales
and mergers and acquisitions. PayStar's global strategy centers
on expanding its network of thousands of merchant locations that
utilize its enabling devices.

                            *  *  *

The Company will need additional working capital to be
successful in its activity and to service its current debt and
for the potential claims from the contingent liabilities
outlined in note 13 and therefore continuation of the
Company as a going concern is dependent upon obtaining the
additional working capital necessary to accomplish its
objective.  

Management has developed a strategy, which it believes will
accomplish this objective and is presently engaged in seeking
and has obtained various sources of additional working capital
including additional loans from officers, equity funding through
a private placement, long term financing, and increased revenues
from sales which will enable the Company to operate for the
coming year.

              Liquidity & Capital Resources

As of June 30, 2001, the Company had $345,277 in cash.  Its
operating activities generated a negative cash flow of $471,256
for the three months ended June 30, 2001.  Cash used from
investing activities of $221,379 for the three months ended June
30, 2001, was primarily expended for the purchase of several
subsidiaries.  Its financing activities generated cash of
$406,000 as of June 30, 2001.  The principal reason for the cash
generated was from the sale of stock in our private placement
issuance.

The Company's future capital requirements will depend on
numerous factors, including:

     -     Revenue generation from our newly formed
           subsidiaries;
     -     Increased sales of ATM machines;
     -     Entry into the Prepaid Services arena; and
     -     Greater efficiency of operations.

The Company expects to fund its operations through profits from
the above factors as well as from future private and public
financing.

As of June 30, 2001, PayStar Communications Corporation and its
subsidiaries had total assets of $4.8 million and total current
liabilities of $6.5 million. The Company's total stockholders'
deficiency totaled $(1.685) million.


RELIANCE GROUP: Bank & Creditors Panel Jointly Employ PwC
---------------------------------------------------------
Pursuant to 11 U.S.C. Sections 328(a), 1103(a) and Rule 2014(a),
the Official Unsecured Bank Committee and the Official Unsecured
Creditors' Committee of Reliance Group Holdings, Inc. seek
permission to jointly retain PricewaterhouseCoopers as its
financial advisor.

Counsel from White & Case and Orrick, Herrington tell the Court
that the Committees met on July 26, 2001, and agreed to retain
PwC as its joint financial advisors.

Around August 9, 2000, the Bank Group retained PwC to provide
financial advice in connection with the investigation of the
financial condition of the Debtors and consideration of options
available to the Bank Group with respect thereto.

PwC has provided such services to the Bank Group throughout the
discussions culminating in the Term Sheet completed shortly
before the filing. As part of its retention by the Bank Group,
PwC became familiar with the financial and operating structure
of RGH, their financial affairs and various issues, which are
important in the context of these cases.

At the suggestion of the United States Trustee, the Committees
propose to share PwC's services in order to minimize expense. In
the event that the Committees become adverse to each other with
respect to a particular issue, the Committees have agreed that
the Creditors' Committee shall be permitted to retain a
financial advisor other than PwC with respect to such issue and
PwC shall continue to provide services to the Bank Committee.

Subject to further order of this Bankruptcy Court, PwC is
expected to render the following services, among others, to the
Committees:

      (a) Study of Reserves - reviewing any recent studies of
          RIC's reserves performed by the Company or by any
          third party advisor to the Company. To the extent
          appropriate, perform independent analyses of loss and
          loss adjustment expense reserves;

      (b) Run-Off Model - analyzing any proposed run-off models
          received from the Debtors as well as, if appropriate,
          preparing independent run off analyses;

      (c) Historical Operating Activity - preparing analyses of
          the Company's historical operating activities and
          results;

      (d) Cash Flow - analyzing the Company's historical, actual
          and projected cash flows;

      (e) RIC Operating Activities - subject to the availability
          of information, monitoring the run-off performance of
          RIC related to reserves, claims settlement activities,
          reinsurance recoveries, overhead costs, investment
          returns, asset sales, etc;

      (f) Asset Sales - evaluating the Debtors' proposed asset
          dispositions including an analysis of the
          reasonableness of value received;

      (g) Assets and Liabilities - evaluating the Debtors'
          assets for realizable value and liabilities for
          validity;

      (h) Tax - Advising the Committees in matters related to
          the Debtors' tax position, including evaluating
          methods to maximize the value of the Debtors' net
          operating loss carry forward;

      (i) Plan of Reorganization - Assisting the Committees in
          negotiating a consensual Plan of Reorganization with
          the various parties in interest or, as necessary,
          assisting the Committees in developing alternative
          courses of action;

      (j) Other - performing such other tasks and services as
          requested by the Committees and/or their counsel;

Robert J. Darefsky, CPA and partner at PricewaterhouseCoopers,
leads the engagement.

To the best of the Committees' knowledge, PwC has no connection
with the Debtors, their creditors, any other parties in
interest, or their respective attorneys and accountants,
District Judges or Bankruptcy Judges in this District, or with
the United States Trustee or any person employed in the office
of the United States Trustee, except that PwC has provided or
currently provides recurring audit and/or tax services to:

      (1) bank group members JP Morgan Chase, Bank of Montreal,
          Credit Lyonnais, Angelo Gordon & Co., Fleet Bank,
          Sanwa Bank, and certain subsidiaries of Deutsche Bank
          Alex Brown;

      (2) bondholders Conseco Capital Management, Pacific
          Investment Management Company (PIMCO), HSBC, TCW,
          Wells, The Dreyfus Corp., and certain affiliates of
          Mitchell Hutchins Asset Management; and

      (3) other parties in interest Bank of America, Union Bank
          of California, Brokers Risk Placement Services,
          certain affiliates of Credit Suisse First Boston, Reed
          Elsevier, Resources Connection, The Depository Trust
          Company, Dow Jones & Co. and certain affiliates of
          Wells Fargo Bank. To the best of Affiant's knowledge
          and belief, the audit and/or tax services rendered to
          the aforementioned parties are all in matters
          unrelated to the proceedings at hand.

PwC has provided or currently provides non-recurring financial,
human resource, and/or management consulting advisory services
to:

      (1) bank group members JP Morgan Chase, Bank of Montreal,
          Credit Lyonnais, Angelo Gordon & Co., Fleet Bank,
          Sanwa Bank, ABN Amro Bank, Amroc Investments, LLC,
          Firstrust Bank, and certain subsidiaries of Deutsche
          Bank AlexBrown;

      (2) bondholders Conseco Capital Management, PIMCO, HSBC,
          TCW, Wells, The Dreyfus Corp., Merrill Lynch, Indosuez
          Capital, ORIX, OTA Limited Partnership, UBS Asset
          Management, Wexford Management and certain affiliates
          of Mitchell Hutchins Asset Management; and,

      (3) other parties in interest Bank of America, Union Bank           
          of California, Aspen Publishers, Inc., Bank of New
          York, Bear Stearns &Co., Inc., Xerox Corporation,
          Wasserstein Perella Securities, Inc., United Parcel
          Services, Congressional Quarterly, certain affiliates
          of Credit Suisse First Boston, Reed Elsevier, The
          Depository Trust Company, Dow Jones & Co. and Wells
          Fargo Bank. Further, upon information and belief, PwC
          has in the past provided certain human resource
          advisory services to entities in which Carl Icahn has
          been affiliated.

With over an estimated 200,000 claims files, RIC was one of the
largest property & casualty insurance companies in the United
States. As a result, in the ordinary course of its business RIC
was involved in a substantial number of disputed claims.  PwC
has in the past (a) represented various parties in dispute with
RIC; and(b) represented RIC, either individually or as part of a
larger pool of insurers, in resolving disputed claim matters.
PwC is currently involved in one disputed claim matter involving
RIC.

PwC is serving as a consultant to an entity involved in an
approximate $4.0 million disputed claim with RIC. To the extent
necessary, PwC will file supplemental affidavits in respect of
ongoing services provided or related to RIC. All of the past and
current matters were/are in the ordinary course of business and
did not relate to the proceedings at hand. Further, with respect
to the aforementioned ongoing engagement, PwC will establish
ethical walls between members of the engagement team and the
team assembled to provide services hereunder to the Committees
to ensure that there is no sharing of information of any type.

In addition to the items noted in the previous paragraph, in
1999, PwC provided real estate advisory services to a client
involved in a potential shopping mall development project with
Reliance Development Group. Further, in mid 2000, PwC was
briefly retained by RIC to help the claims department perform an
independent assessment of their Total Outcome Management claim
management system. Both of these limited scope engagements were
completed in a short time frame and prior to the retention of
PwC by the Unofficial Bank Committee in August 2000.

PwC has also in the past represented and currently represents
numerous state insurance departments, including providing
actuarial and other attestation and advisory services to the
State of Pennsylvania Department of Insurance, the California
Department of Insurance and to the New York State Department of
Insurance. PwC is not currently representing any regulatory
insurance agencies in matters related to these proceedings.

Given the magnitude and diversity of its client base and its
scope of offices nationwide, PwC is, at any point in time,
involved as a party or witness in numerous court and
administrative proceedings and other general matters requiring
the retention of outside legal counsel. As a result, PwC may
have retained, may currently retain, or may in the future
retain, certain law firms involved in these proceedings.

In addition, PwC may be presently, may have been in the past or
may in the future be retained by such law firms to provide
attestation or advisory services. Any such retention by PwC of
these firms or any such retention of PwC by these firms is, was
or will be wholly unrelated to these proceedings and does not
and will not impair PwC's independence, disinterestedness, or
ability to objectively perform professional services in these
proceedings.

To the best of the Committees' knowledge, information and belief
consistent with Section 1103(b) of the Bankruptcy Code, PwC does
not hold or represent any interest adverse to the Debtors as
debtors-in-possession or to their estates.

The Committees submit that PwC is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code
and does not hold any adverse interest to the Debtors, and that
PwC is qualified to serve as financial advisors for the
Committees pursuant to Section 328 and 1103 of the Bankruptcy
Code and Rules 2014 and 5002 of the Bankruptcy Rules.

The Committees propose that PwC be compensated for the services
described herein at its ordinary billing rates and in accordance
with its customary billing practices regarding other charges and
expenses, all pursuant to the provisions of Sections 330(a) and
331 of the Bankruptcy Code, such Bankruptcy Rules as may from
time to time be applicable, such procedures as may be fixed by
order of this Court.

PwC's hourly rates are set at a level designed to fairly
compensate the firm for the work of its professionals and to
cover fixed and routine overhead expenses. Hourly rates vary
with the experience and seniority of the individuals assigned.

The hourly rates charged by PwC are consistent with the rates
charged in non-bankruptcy matters of this type and are subject
to periodic adjustments to reflect economic and other
conditions.

The current hourly rates of the partners, directors, managers,
senior associates, associates, administrative and
paraprofessionals of PwC are as follows:

      * Partners $500-$625

      * Directors/Managers $360-$525

      * Senior Associates/Associates $185-$285

      * Administrative/Paraprofessionals $95-$140

PwC has been paid for all estimated accrued time and expenses on
behalf of the Bank Group through the Petition Date. PwC
currently holds a retainer in the approximate amount of
$235,000.  The remainder of the Retainer will be applied against
fees and expenses to be submitted for this Court's approval
pursuant to the requirements of the Bankruptcy Code, Federal
Rules of Bankruptcy Procedure and local rules of this Court, and
future fees pursuant to Sections 330 and 331 of the Bankruptcy
Code and the Fee Guidelines.

The Committees submit that the employment and retention of PwC
is necessary and would be in the best interest of the Debtors
and their estates. The Committees believe that their respective
interests are aligned with the work and services that it is
anticipated PwC shall perform in these cases. To the extent that
a conflict between the Committees should arise that would make
it impracticable or inappropriate for PwC to continue as
financial advisors for both Committees in respect of a
particular issue, the Committees have agreed that PwC may
continue as financial advisor for the Bank Committee, and the
Bank Committee will support any reasonable application by the
Creditors' Committee for the employment and retention of a
separate financial advisor in respect of such issue. (Reliance
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)     


STERLING CHEMICALS: Gets Final Approval of $195MM DIP Financing
---------------------------------------------------------------
On July 16, 2001, Sterling Chemicals Holdings, Inc. (OTC
Bulletin Board: STXX) and certain of its U.S. subsidiaries (the
"Company") filed voluntary petitions commencing cases under
Chapter 11 of the United States Bankruptcy Code. The Bankruptcy
Cases are pending in the U.S. Bankruptcy Court for the Southern
District of Texas and are being jointly administered under case
number 01-37805-H4-11.

On July 18, 2001, the Bankruptcy Court entered an interim order
authorizing the Company to obtain debtor-in-possession (DIP)
financing from a group of lenders led by The CIT Group/Business
Credit, Inc., subject to entry of a final order by the
Bankruptcy Court. On Tuesday, the Company announced that the
final order was entered by the Bankruptcy Court on September 14,
2001.

Under the DIP financing, the Company may borrow up to $195
million, subject to satisfying applicable borrowing base
requirements and certain funding conditions.

Frank P. Diassi, Sterling's Chairman of the Board commented,
"Obtaining final court approval of our DIP financing is a
significant step in the Company's efforts to successfully
reorganize under Chapter 11. The DIP financing is designed to
provide us the liquidity necessary to fund operations during the
restructuring process, from which we expect to emerge with an
improved and more viable capital structure."

A portion of the DIP financing was used to repay the Company's
pre-petition revolving credit facilities. The remainder will be
available to fund the Company's post-petition operating
expenses, including paying for goods and services.

The entities included in the Bankruptcy Cases own and operate
the Company's manufacturing facilities in Texas City, Texas,
Pace, Florida and Valdosta Georgia. The Company's foreign
subsidiaries, including those in Canada, Australia and Barbados,
are not included in the Bankruptcy Cases.

Based in Houston, Texas, Sterling Chemicals Holdings, Inc. is a
holding company that, through its operating subsidiaries,
manufactures petrochemicals, acrylic fibers and pulp chemicals
and provides large-scale chlorine dioxide generators to the pulp
and paper industry. The Company has a petrochemical plant in
Texas City, Texas; an acrylic fibers plant in Santa Rosa,
Florida; and pulp chemical plants in five Canadian locations and
one U.S. site.


SUN HEALTHCARE: Moves to Reject Two New Mexico Office Leases
------------------------------------------------------------
Sun Healthcare Group, Inc. seek approval, pursuant to sections
363(b), 363(f) and 365(a) of the Bankruptcy Code and Rule 9019
of Bankruptcy Rules, to:

(1) reject two unexpired leases of nonresidential real property;

(2) sell certain assets; and

(3) enter into a Lease Termination Agreement settling claims
    between Courtyard at Journal Center (the Landlord) and the
    Debtors, nunc pro tunc to July 31, 2001.

The premises subject to the Leases consist of two floors of
office space located at 7500 Jefferson N.E., Albuquerque, New
Mexico.

Subsequent to entering into the Leases, the Debtors encountered
significant liquidity problems, which eventually led to the
commencement of the Chapter 11 cases. Due to the restructuring
and consolidation of certain of their operations, the Debtors no
longer require such leased space.

The Debtors have vacated the Property, with the exception of
certain modular units and office equipment. Because the Leases
serve no useful purpose for the Debtors, the Debtors' estates
will be benefited by immediately eliminating any unnecessary
rent accruals and other obligations associated with the Leases.

Rejecting of the Leases will enable the Debtors' estates to save
$552.023.00 in future rent obligations. The Debtors also review
and analyze the economic value and marketability of the Leases,
and have determined that the Leases do not and will not
contribute value to the Debtors' estates.

Accordingly, the Debtors have determined that it is in the best
interest of their estates to reject the Leases.

The new tenant has expressed interest in purchasing the Assets
from the Debtors and the Debtors and the Landlord have reached a
Lease Termination Agreement that will facilitate and minimize
the costs of abandonment of the Property, including claims for
rejection damages and the costs for removal of Assets.

Pursuant to the terms of the Agreement, the Debtors would soil
the Assets to the Landlord in exchange for a cash payment of
$25,391 and the release of any and all claims the Landlord has
against the Debtors relating to the Rejection. In addition, the
Debtors will save Removal Costs that would exceed approximately
$7,500.

Further, the Debtors estimate that lease rejection damages would
amount to approximately $189,718. Under the terms of the
Agreement, the Landlord's claims for rejection damages would be
waived. Because the Debtors believe that the Landlord's offer
provides the greatest value to their estates, the Debtors have
determined in the exercise of their business judgment that it is
in their best interests to enter into the Agreement.

The Agreement provides for the termination of the Leases
effective July 31, 2001. Upon surrender of possession of the
Property, the Debtors will surrender the Assets and deliver a
bill of sale conveying title to the Landlord free and clear of
all liens and encumbrances.

The Debtors will have no obligation to remove any telephone,
electrical and computer wiring installed in the Property. The
Debtors will not disturb such wiring, and will provide any
drawings or maps of the wiring in their possession to the
Landlord. Further, the parties will release each other from any
and all claims, damages, costs or expenses of any kind and
nature, which directly or indirectly have resulted from or may
in the future arise under the Lease. (Sun Healthcare Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


US AIRWAYS: Plans to Reduce Capacity by 23%, Workforce by 11,000
----------------------------------------------------------------
US Airways said that it will reduce capacity by 23 percent, as
measured by available seat miles, from the level of service
provided prior to the events of September 11.

"The tragic events of September 11 have had a dramatic effect on
the nation's aviation industry, including US Airways. As a
result of reduced passenger demand as well as the ongoing
requirements of new security procedures, US Airways has no
choice but to reduce the number of its daily flights.
Regrettably, this reduction in service will lead to a smaller US
Airways family as personnel reductions follow," said US Airways
President and CEO Rakesh Gangwal.

"The entire U.S. aviation system is in jeopardy, and without
decisive actions the future of the system, along with its impact
on the nation's economy, is imperiled. In addition to measures
we are taking independently, we will continue to work closely
with the Administration and Congress on actions to ensure the
future of the framework of the nation's air transportation
system," said US Airways Chairman Stephen M. Wolf.

Reductions in the US Airways workforce are expected to number
approximately 11,000.

US Airways Express carriers Allegheny Airlines, Piedmont
Airlines, Potomac Air and PSA Airlines - all wholly owned by US
Airways - will announce their own service and personnel
reductions shortly.

Prior to the events of September 11, the US Airways system
operated about 4,500 flights, serving about 200,000 passengers,
daily. US Airways currently employs 46,500 people throughout its
system, serving 204 communities in the United States, Canada,
Europe, the Caribbean region and Mexico.


U.S. MINERAL: US Trustee Appoints Unsecured Creditors Committee
---------------------------------------------------------------
The United States Trustee appoints the unsecured creditors
committee in connection with the bankruptcy cases of U.S.
Mineral Products Company:

A. Ronald J. Dobkin
   Therm-O-Rock West, Inc.
   6732 W. Willis Road, #5014, Chandler, Arizona 85226
   Phone: (520) 796-1000     Fax: (502) 796-0223

B. Homer F. Anderson
   American Vermiculate Corporation
   1000 Cobb Place Blvd., Bldg. 100 Suite 190, Kennesaw, Georgia
   Phone: (770) 590-7970     Fax: (770) 590-0239

C. Kenneth W. Walmsley
   Edw. C. Levy Co., Inc., & Levy Indiana Slag Co.
   P.O. Box 540, Portage, Indiana 46368
   Phone: (219) 787-8666     Fax: (219) 787-8986

D. John Dudley Copham
   Sloss Industries Corporation
   3500 35th Avenue North, Birmingham, Alabama 35207
   Phone: (205) 808-7845     Fax: (205) 808-7715

E. David L. Hall
   G-P Gypsum Corporation
   133 Peachtree St., Atlanta, Georgia 30303
   Phone: (404) 652-5843     Fax: (404) 654-1014


WHEELING-PITTSBURGH: Court Approves Stipulation for IRBs
--------------------------------------------------------
Judge Bodoh put his stamp of approval on two Stipulations
entered into by Wheeling-Pittsburgh Steel Corp. with the
Industrial Development Authority of Greensville County,
Virginia, the Virginia and Nevada Trustees, and FBW Leasecorp
inc., that will resolve disputes with the Indenture Trustees for
industrial revenue bonds.

Under the stipulations, the Trustees, the Authority, and FBW
will not seek relief from the automatic stay in respect of their
rights under the bond documents and lease or seek to compel WPSC
to pay rent or adequate protection through November 1, 2001.

The stipulations also provide that no party in interest will
initiate any action seeking an adjudication as to whether 9i)
the lease and other bond documents constitute a true lease or a
secured financing, (ii) the Trustees, the Authority or FBW is
entitled to protections offered a lessor under the Bankruptcy
Code or to relief from the automatic stay or to receive adequate
protection payments, or (iii) the nature, amount, priority and
status of the claims of the Trustees, the Authority, or FBW.

The stipulations do not limit WPSC, the Trustees, the Authority,
FBW, or the Virginia or Nevada bondholders' ability to file
pleadings or take other legal action with respect of their
rights under the bond documents as part of a plan of
reorganization and disclosure statement or motion for authority
to sell the facility or to assume the lease or to assign WPSC's
rights under the lease.

The stipulations further provide that the Trustees are granted
limited relief from the automatic stay to withdraw funds in any
of the trust accounts as necessary to pay (i) principal or/and
interest payments which thereafter become due on the bonds on
the dates when due, (ii) any fees and expenses of the Trustees
incurred under the Indenture (including attorney's fees), and
(iii) any other costs, fees and expenses which may become due
and owing under the Indenture.

WPSC will, in the interim, continue, as long as the lease
remains in effect, to comply with the provisions of the lease
with respect to maintenance and insurance of the facilities.
Finally, the stipulation confers exclusive jurisdiction on the
Bankruptcy Court to determine these disputes. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WINSTAR COMMS: Engages Impala Partners as Restructuring Advisor
---------------------------------------------------------------
Winstar Communications, Inc. wants to employ Impala Partners,
LLC as a restructuring advisor for the purpose of providing
restructuring advice and other related services in connection
with these chapter 11 cases.

Edward J. Kosmowki, Esq., at Young, Conaway Stargatt & Taylor,
LLC, in Wilmington, Delaware, states that the Debtors have
determined that the size and complexity of their attendant
financial difficulties requires them to employ an experienced
restructuring advisor to render advisory and other related
services to assist them in restructuring their business and
formulating and implementing a successful reorganization
strategy.

Mr. Kosmowski states that the Debtors have selected Impala
partners as their restructuring advisor because of Impala
Partner's extensive experience, knowledge and reputation in
turning around troubled telecommunication firms.  The Debtors
believe that Impala Partners possess the requisite expertise and
is well qualified to provide the advisory services that will be
required in these cases.

As compensation, Impala Partners will charge the Debtors a
monthly retainer of $250,000 per month for the first two months,
payable in advance.  The Debtors and Impala Partners anticipate
that for the first two months, the services of Paul Street,
Peter Keenoy, Michael Borom and J. Robert Vipond will be needed
to review the Debtors' financial condition and operations on a
full-time basis and implement changes necessary for the Debtors'
restructuring.  

Thereafter, the Debtors will pay Impala Partners $100,000 per
month for the service of Paul Street who will act as Chief
Restructuring Officer for the Debtors, and $50,000 per month
each for Peter Keenoy, Michael Borom and J. Robert Vipond.

In addition, Impala Partners shall be reimbursed for all
reasonable actual and out-of-pocket expenses incurred in
connection with its engagement.  The agreement also stipulates
that Impala Partners will not be entitled to retain any fees
paid for any Advisor that does not spend substantially all of
his working time during such month advising and assisting the
Debtors.

In addition, the Agreement also stipulates that Impala Partners
and the Debtors would negotiate an additional success fee, which
shall be payable upon earlier of a plan of reorganization of
emergence by the Debtors from Chapter 11, whether through
recapitalization, merger or sale of the Debtors.  The following
are the terms and conditions of the Success Fee:

  a) Upon the sale of all or substantially all of the Debtors
     assets, in one or more transactions, in which the aggregate
     consideration paid by the purchaser is less than $350
     million, Impala shall earn a transaction fee of 0.25% of
     such consideration.

  b) Upon the sale of all or substantially all of the Debtors
     assets, in one or more transactions, in which the aggregate
     consideration paid by the purchaser is equal to or greater
     than $350 million, Impala shall earn a transaction fee of
     2.0% of such consideration.

  c) In the event the Debtors achieve cumulative core EBITDA of
     $11 million for any consecutive three-month period and the
     Debtors core EBITDA for each month within such period is
     not less than $1.1 million, Impala Partners shall be
     entitled to a one-time fee of $1 million.

  d) In the event the Debtors achieve positive cash flow from
     operations for the month ending November 30, 2001, Impala
     Partners shall be entitled to a one-time fee of $1 million.

  e) In the event the Debtors have not satisfied the conditions
     to earn the fee described in foregoing subparagraph (d),
     Impala Partners shall be entitled to a one-time fee of
     $500,000 if the Debtors achieve a positive cash flow from
     operations for the month ending December 31, 2001.

  f) Upon confirmation of a plan of reorganization, Impala shall
     have earned a transaction fee calculated by subtracting the
     outstanding amount under the DIP Credit Agreement from the
     Debtors' total enterprise value and multiplying the result
     by 1.25%.

  g) Notwithstanding anything herein to the contrary, total
     Success fee payable to Impala Partners shall not exceed
     1.5% of the aggregate consideration paid in connection with
     any sale of assets of the Debtors.  In addition, to the
     extent Impala Partners might otherwise be entitled to a
     transaction fee under subparagraphs (a) or (b) and (f),
     Impala Partners shall be entitled to only the larger of
     such fees.

  h) All fees payable under this Letter Agreement other than
     monthly fees shall be payable on the consummation of any
     sale transaction or the effective date of a plan confirmed.

Paul A. Street, a principal of Impala Partners, LLC, states that
Impala is a "disinterested person" in that the said firm, its
principals and employees:

  a) are not creditors, equity holders or insiders of the
     Debtors;

  b) are not and were not investment bankers for any outstanding
     security of the Debtors;

  c) have not been within three years before the date of the
     filing of the Debtors' Chapter 11 petitions an investment
     bankers for a security of the Debtors or attorney for such
     an investment banker in connection with the offer, sale or
     issuance of a security of the Debtors;

  d) are not within two years before the date of the filing of
     the Debtors' chapter 11 petition, a director, officer or
     employee of the Debtors or any investment banker;

  e) does not have an interest materially adverse to the
     interest of the Debtors' estates or any class of creditors
     or equity security holders, by reason of any direct or
     indirect relationship to the Debtors or an investment
     banker or for any other reason;

Mr. Street states Impala has determined that they do not have
any relationship with the Debtors' twenty largest creditors,
certain other creditors and entities holding 5% or more of the
common or preferred stock of the Debtors.  However, Mr. Street
adds that Impala is still reviewing potential conflicts with the
Debtors' tens of thousands of landlords, vendors, creditors, and
other parties-in-interest and will file a supplemental affidavit
if it will find any conflict of interest. (Winstar Bankruptcy
News, Issue No. 11; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


ZANY BRAINY: Hilco Capital LP Completes $115 Million Funding
------------------------------------------------------------
Theodore L. Koenig, President and Chief Executive Officer of
Hilco Capital LP, announced the completion and funding of a $15
million junior credit participation for ZB Company, Inc., a
majority owned subsidiary of The Right Start, Inc.
(Nasdaq:RTST), in a new $115 million credit facility led and
agented by Wells Fargo Retail Finance, LLC.

The Hilco Capital credit participation was obtained in order to
provide additional financial flexibility under the company's
credit facility. The Right Start, Inc. recently acquired
substantially all of the assets of Zany Brainy, Inc. after Zany
Brainy filed for Chapter 11 bankruptcy protection in Delaware on
May 16, 2001.

Zany Brainy, based in King of Prussia, PA, is a leading
specialty retailer of high quality toys, games, books and
multimedia products for children in the U.S. The company
combines a distinctive merchandise offering with superior
customer service and in-store events to create an interactive,
kid-friendly and exciting shopping experience for children aged
4 - 12.

Zany Brainy currently operates 187 stores in 34 states. Net
sales for its most recently completed fiscal year, February 3,
2001, amounted to $400.4 million.

The Right Start, based out of Calabasas, CA, is a leading
retailer of specialized educational toys for infants and
children up to the age of 4. Net sales for the company's most
recently completed fiscal year February 3, 2001, amounted to
$44.2 million. The Right Start, Inc. now operates 256 retail
stores nationwide.

Mr. Koenig said, "We are very pleased that we could assist Right
Start in its acquisition of Zany Brainy. We look forward to
working with the company's management as well as our financial
partner, Well Fargo Retail Finance, in order to provide Right
Start with the financial flexibility it needs to operate Zany
Brainy."

Hilco Capital LP is an investment fund specializing in providing
junior secured debt, tranche B debt and senior bridge financing
throughout North America. Hilco Capital focuses on a broad
cross-section of manufacturers, distributors, service providers
and retailers. Hilco Capital prides itself on its flexible
investment approach, its ability to execute difficult or complex
transactions and its ability to close and fund transactions
quickly.  To learn more about Hilco Capital, visit
http://www.hilcocapital.com


* Meetings, Conferences and Seminars
------------------------------------
October 3-6, 2001
   American Bankruptcy Institute
      Litigation Skills Symposium
         Emory University School of Law, Atlanta, Georgia
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 12-16, 2001
   TURNAROUND MANAGEMENT ASSOCIATION
      2001 Annual Conference
         The Breakers, Palm Beach, FL
            Contact: 312-822-9700 or info@turnaround.org

October 16-17, 2001
   International Women's Insolvency and Restructuring
   Confederation (IWIRC)
      Annual Fall Conference
         Orlando World Center Marriott, Orlando, Florida
            Contact: 703-449-1316 or
                 http://www.inetresults.com/iwirc
              
October 28 - November 2, 2001
   IBA Business Law International Conference
   Including Insolvency and Creditors Rights Sessions
      Cancun, Mexico
         Contact:  (0) 20 7629 1206
            http://www.ibanet.org/cancun

November 15-17, 2001
   ALI-ABA
      Commercial Real Estate Defaults, Workouts, and
      Reorganizations
         Regent Hotel, Las Vegas
            Contact:  1-800-CLE-NEWS or http://www.ali-aba.org

November 26-27, 2001
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Seventh Annual Conference on Distressed Investing
         The Plaza Hotel, New York City
            Contact 1-903-592-5169 or ram@ballistic.com

November 29-December 1, 2001
   American Bankruptcy Institute
      Winter Leadership Conference
         La Costa Resort & Spa, Carlsbad, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

January 31 - February 2, 2002
   American Bankruptcy Institute
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800 or http://www.abiworld.org

January 11-16, 2002
   Law Education Institute, Inc
      National CLE Conference(R) - Bankruptcy Law
         Steamboat Grand Resort, Steamboat Springs, Colorado
            Contact: 1-800-926-5895 or
                 http://www.lawedinstitute.com

February 28-March 1, 2002
   ALI-ABA
      Corporate Mergers and Acquisitions
         Renaissance Stanford Court, San Francisco, CA
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

March 3-6, 2002 (tentative)
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute I
         Park City Marriott Hotel, Park City, Utah
            Contact:  770-535-7722 or Nortoninst@aol.com

March 8, 2002
   American Bankruptcy Institute
      Bankruptcy Battleground West
         Century Plaza Hotel, Los Angeles, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

March 20-23, 2002
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Meeting
         Sheraton El Conquistador Resort & Country Club
         Tucson, Arizona
            Contact: 312-822-9700 or info@turnaround.org

April 10-13, 2002 (tentative)
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact:  770-535-7722 or Nortoninst@aol.com

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

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

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

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

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

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

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


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

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

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

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

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

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

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


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

                          *********

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

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

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. Debra Brennan, Yvonne L.
Metzler, Bernadette de Roda, Ronald Villavelez and Peter A.
Chapman, Editors.  

Copyright 2001.  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 $575 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 301/951-6400.

                     *** End of Transmission ***