TCR_Public/011015.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, October 15, 2001, Vol. 5, No. 201

                          Headlines

ADERA: Belgian Subsidiary Files for Bankruptcy
AMERICA WEST: Raises $70MM through Sale & Leaseback of Assets
ANCHOR GLASS: Consumers U.S. Seeks Relief to Stem Equity Sale
ARDENT COMMS: Files for Reorganization Under Chapter 11 in D.C.
ARDENT COMMUNICATIONS: Chapter 11 Case Summary

AT HOME CORP: Comcast Airs Confidence About Chapter 11 Filing
BRIDGE INFO: Taps Deloitte & Touche for Insurance Claim Help
BRIDGE INFORMATION: Has Until October 31 to File Chapter 11 Plan
COMDISCO INC: Court Okays Bell As Equity Panel's Local Counsel
COMDISCO INC: Management Group to Submit Bid for IT Leasing

DIGITAL TRANSMISSION: Sells Unit's Assets to Somera to Cut Debts
ELDERTRUST: Will Use $10.2MM Repayment to Cut Facility Balance
EXODUS COMMS: Court Allows Use of Current Cash Management System
FEDERAL-MOGUL: Taps Pachulski Stang as Local Bankruptcy Counsel
FREEPORT-MCMORAN: Selling Main Pass Block Facilities to Trinity

FRUIT OF THE LOOM: FT ID's Berkshire Hathaway as Mystery Suitor
GENESIS HEALTH: New Securities Trade on Nasdaq Under GHVE Symbol
HEALTHCENTRAL: Nasdaq Halts Trading After Bankruptcy Filing
IBEAM BROADCASTING: Files Chapter 11 Petition in Wilmington
IBEAM: Case Summary & 20 Largest Unsecured Creditors

IBEAM BROADCASTING: Nasdaq Halts Trading & Requests Information
IBEAM BROADCASTING: Williams Communications Buys Assets for $25M
INTERATED HEALTH: KPMG Will Give-Up Loan Documents Under Seal
KMART CORPORATION: September Sales Down By 1.8%
MIDLAND FOOD: Delaware Court Confirms Debtors' Chapter 11 Plan

MOLL INDUSTRIES: Amended Tender Offer Expires on October 31
NATIONAL AIRLINES: Intends to File Reorganization Plan By Nov. 9
OWENS CORNING: Net Income Almost Doubles in Third Quarter
PACIFIC GAS: U.S. Bank Appointed As Pollution Bond Trustee
PACIFIC GAS: Critics Say Plan Attempts to Dodge Regulators

PILLOWTEX CORP: Taps Colliers Keenan For Brokering Services
POLAROID CORP: Shares Halted After Bankruptcy Filing Report
POLAROID CORP: Files Chapter 11 Petition in Delaware
POLAROID CORP: Case Summary & 50 Largest Unsecured Creditors
PSINET INC: Seeks Extension of Plan Filing Period to February 20

PURINA MILLS: Now Part of Land O'Lakes' Consolidated Business
REGAL CINEMAS: Files Prepackaged Chapter 11 Case in Nashville
REGAL CINEMAS: Chapter 11 Case Summary
SABENA: Seeking Options to Secure Continuity of Services
SABENA: Virgin Express Airs Interest In Acquiring Certain Assets

SAKS INC: Fitch Drops Ratings to BB on Uncertain Retail Outlook
SAKS INC: September 11 Events Adversely Affect Store Sales
SHARED TECHNOLOGIES: Obtains Interim Okay to Use Cash Collateral
SUN HEALTHCARE: Claimants Buy Neuroflex and Save Planned Wind-Up
SWISSAIR/SABENA: Secure Court Protection for U.S. Assets

TELIGENT CORP: Auctions Off Assets Even Without Bids Received
TRICO STEEL: Will Receive Payment of $7MM from Worthington Steel
TRI-NATIONAL: Implements Strategic Plan to Return to Solvency
USG CORPORATION: Court Okays Morgan Lewis as Special Counsel
WARNACO GROUP: Asks Court to Compel Amster to Turn Over Files

WINSTAR COMMS: Seeks to Reject Smartforce Contract to Cut Costs

BOND PRICING: For the week of October 15 - 19, 2001

                          *********

ADERA: Belgian Subsidiary Files for Bankruptcy
----------------------------------------------
In the light of previous decisions to liquidate its operations
in Belgium, the management of Adera has taken the decision to
file its Belgian subsidiary, Adera Belgium NV, for bankruptcy.

"The effect of the measures above is calculated for in the
structural reserve and will not affect the over all result for
Adera," says Nils-Ove Andersson, Vice President and CFO at
Adera.

Adera AB (publ) currently comprises the companies, Adera IT,
Adera Integrerad Kommunikation (integrated communication), and
Adera Nucleus. Adera IT is a holding company for Astrakan and
OOPix. Following the completion of an ongoing restructuring
program, the company will have approximately 280 employees in
Sweden and the UK. Shares in the company are listed on the
O-list of the Stockholm Exchange.


AMERICA WEST: Raises $70MM through Sale & Leaseback of Assets
-------------------------------------------------------------
America West Holdings Corporation (NYSE: AWA) announced that its
wholly owned subsidiary, America West Airlines, Inc., has
completed the sale and leaseback of eight Airbus aircraft, three
flight simulators, and two spare aircraft engines, resulting in
proceeds of approximately $70 million to the airline.

"The passage of the Air Transportation Safety and Stabilization
Act is helping to restore the faith of the private financing
markets," said W. Douglas Parker, chairman, president and chief
executive officer.  America West Airlines has already received
approximately $60 million from the U.S. government in the
initial installment of a federal grant to help stabilize the
nation's airlines.  

"As a result of a combination of private financing and federal
grants, America West is in a much less precarious financial
position today than it found itself in following the tragic
events of September 11."

"We are clearly encouraged by our improved liquidity position
and our better-than-industry load factors announced last week,"
added Parker. "However, we have much more work to do.  Our
passenger loads, while improving steadily, remain about 20
percent lower than historic levels even after reducing our
flight schedule.  Until consumer demand for air travel
increases significantly, we must continue to control our costs,
operate a smaller airline and manage the company with a great
deal of care."

Parker said that the company has managed its cash flow since
September 11 largely by reducing its flight schedule by about 20
percent and working closely with its vendors and business
partners to slow the rate at which cash is drawn.  He added that
the company anticipates receiving significantly all of the
remaining $60 million federal grant in coming weeks, and that
America West intends to apply to the Air Transportation
Stabilization Board for a guaranteed loan.

America West Holdings Corporation is an aviation and travel
services company. Wholly owned subsidiary America West Airlines
is the nation's eighth largest carrier serving 90 destinations
in the U.S., Canada and Mexico.  The Leisure Company, also a
wholly owned subsidiary, is one of the nation's largest tour
packagers.


ANCHOR GLASS: Consumers U.S. Seeks Relief to Stem Equity Sale
-------------------------------------------------------------
Anchor Glass Container Corporation announced that on October 5,
2001 an action was filed by Consumers U.S., Inc. in the Court of
Chancery of the State of Delaware in and for New Castle County
against Anchor Glass and certain members of its board of
directors.

The action alleges, among other things, that the rights plan as
adopted by the Anchor Glass board of directors on September 26,
2001, and as amended on September 27, 2001, is unlawful and that
certain members of the board breached their fiduciary duties of
loyalty, good faith and care and have acted unlawfully in
adopting the rights plan.

Through this action in the Delaware court, Consumers U.S. seeks
injunctive relief to, among other things, prevent the
application of the rights plan to a proposed sale of the equity
interest of Anchor Glass held by Consumers U.S. by Consumers
Packaging, its parent, to Owens-Illinois, Inc. (NYSE: OI).

The complaint also seeks declaratory relief and damages with
respect to the actions associated with the adoption of the
rights plan by Anchor Glass. The scope of the rights and the
holders of the rights may be affected by any final judgment
entered in such action.  Anchor Glass intends to vigorously
defend the claims alleged in the action.

Anchor Glass Container Corporation, the third-largest
manufacturer of glass containers in the U.S., supplies beverage
and food producers and consumer products manufacturers
nationwide.  Based in Tampa, Fla., Anchor employs 2,900 people
at twelve U.S. locations.


ARDENT COMMS: Files for Reorganization Under Chapter 11 in D.C.
---------------------------------------------------------------
Ardent Communications, Inc. (SM) (OTCBB: ARDT), a provider of
broadband access and bundled data services, announced that it
has filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for
the District of Columbia.

The Company has also announced that it has substantially reduced
its headcount to decrease its expenditures. It is expected that
the Company's network and its customers will remain unaffected
while under bankruptcy protection.

Filing Chapter 11 will enable Ardent Communications to continue
to support its current customers and offer new customers high
quality data services while the Company undergoes this
restructuring.

Additionally, three of the Company's directors have resigned
from the Board of Directors. They are Alexander Navab, Jr.,
James H. Greene, Jr., and John K. Saer, Jr.

"Unfortunately the ongoing downturn in the capital markets,
exacerbated by the recent terrorist events, has adversely
impacted Ardent Communications as it has on the entire
telecommunications and Internet industry," said Michael Lee,
president and CEO of Ardent Communications. "With the lack of
funding available in these current market conditions, we needed
to be completely self sustainable without outside financing. We
are initiating actions, including the filing of this petition,
that will enable continuing operation of Ardent as we work to
adjust the company's business model, sales strategy and debt
commitments."

Looking to the future, the Company believes its network is
significantly underutilized, presenting both wholesale and
retail opportunities for Ardent to continue to grow its business
and maximize value amidst a difficult economic environment.

"We were in the midst of restructuring before we filed chapter
11, and were successful in many aspects of the process,
including reducing network and administrative costs and
increasing revenue and target margins," Lee continues. "We are
still executing to this restructuring plan. However, with recent
events, we have now chosen to continue this process under the
protection of chapter 11 as a path to ensure long term viability
and maximize value."

For more information on Ardent Communications, please visit
http://www.ardentcomm.comor call 800-270-0000.  

Ardent Communications, Inc. (OTCBB: ARDT) is a nationwide
supplier of broadband Internet access solutions and provides
price competitive high-speed Internet services to businesses in
29 Points of Presence (serving 38 metro areas) across the nation
utilizing a tier-one, nationwide Internet network.

The Company offers always-on, broadband Internet access to its
customers through its digital subscriber line (DSL) service, and
through T-1, DS-3 and other bandwidth connections in major
metropolitan areas throughout the U.S. Additionally, the Company
provides bundled data services including Web hosting, colocation
services and other value added managed data services. Finally,
the Company also provides service to certain hotel properties
utilizing installed high speed Internet service and business
centers.

The Company uses its unmanned business centers and Internet
kiosks to deliver broadband Internet access and content to
hotels and public venues, such as airports, retail centers, and
cruise ships.

Ardent Communications, Inc. is headquartered in Arlington,
Virginia and operates a coast-to-coast OC-12 clear-channel
network, and peers with public and private partners, and at
national exchange points.


ARDENT COMMUNICATIONS: Chapter 11 Case Summary
----------------------------------------------
Lead Debtor: Ardent Communications, Inc.
             dba CAIS Internet, Inc.
             dba CGX Communications, Inc.
             dba CAIS Internet
             1255 22nd Street, NW
             Washington, DC 20037

Court: District of Columbia (DC)

Bankruptcy Case No.: 01-2085

Debtor affiliates filing separate chapter 11 petitions:

             Entity               Case No.
             ------               --------
             Ardent, Inc.         01-02086

Chapter 11 Petition Date: October 10, 2001

Judge: Judge S. Martin Teel, Jr.

Debtors' Counsel: David R. Kuney, Esq.
                  Sidley Austin Brown & Wood
                  1501 K Street, NW
                  Washington, DC 20005
                  202-736-8000


AT HOME CORP: Comcast Airs Confidence About Chapter 11 Filing
-------------------------------------------------------------
Comcast Cable Communications, Inc. released the following
statement from Director of Public Relations Jenni Moyer
regarding Excite@Home:

     "Excite@Home has informed us that they stopped provisioning
for new customers.  This development does not affect operations
for our existing high-speed Internet customers.  Comcast is
working closely with the management of Excite@Home and other
interested parties to find a prompt solution that will allow the
continued seamless deployment of high-speed Internet services to
new customers.  In the meantime, Comcast has taken steps to
continue rolling out modems while we work to reach a resolution.

     "Given that Excite@Home provides high-speed Internet
services to more than 3.6 million customers at many of the
world's largest MSOs including Comcast, Cox and AT&T Broadband,
we are confident that the bankruptcy process will allow for a
practical solution to quickly be found."


BRIDGE INFO: Taps Deloitte & Touche for Insurance Claim Help
------------------------------------------------------------
As a result of the events surrounding the World Trade Center
disaster last September 11, 2001, Bridge Information Systems,
Inc. has requested the assistance of Deloitte & Touche LLP in
the preparation and resolution of possible insurance claims and
related tasks.  David M. Unseth, Esq., at Bryan Cave, in St.
Louis, Missouri, informs the Court that Deloitte & Touche will:

    (a) work with Bridge personnel to help identify the business
        interruption and property damage losses;

    (b) assist Bridge in quantifying such losses; and

    (c) supply the particulars of details of Bridge's businesses
        suitable for submission to carriers.

Furthermore, Mr. Unseth says, Bridge will utilize Deloitte &
Touche as a consultant to assist Bridge in the preparation of
its submissions concerning its losses and associated analyses,
including the accumulation of data to support the adjuster's
needs. (Bridge Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


BRIDGE INFORMATION: Has Until October 31 to File Chapter 11 Plan
----------------------------------------------------------------
Judge David P. McDonald gave bankrupt Bridge Information Systems
Inc. until October 31 to file a reorganization plan, a deadline
extension of nearly three weeks, Dow Jones reported.  

Prior to Judge McDonald's approval, Bridge was supposed to have
the plan filed with the bankruptcy court by the end of business
today.  Bridge attorney David Unseth said Bridge needed more
time because of the asset sale to Reuters Group PLC.  

Bridge is also tied up with its impending asset sale to
MoneyLine Network Inc.  Unseth said that Bridge and MoneyLine
expect to close their deal tomorrow. MoneyLine is purchasing
Telerate, Bridge information businesses in Europe and Asia and
the Bridge Trading Room System product line for $10 million.

Also during the hearing, attorneys representing Sprint
Communications Co. and Savvis Communications Corp. announced
that they had reached an agreement for Savvis to pay Sprint its
past due amounts for the last two weeks and its estimated
payment for the remainder of the month.

Savvis paid Sprint $500,000 yesterday for its past due amounts.
Savvis will pre-pay Sprint $800,000 on October 18 for the rest
of its estimated October bill. Savvis was spun off from Bridge,
and Bridge uses Savvis' data networking services to distribute
its information. (ABI World, October 11, 2001)


COMDISCO INC: Court Okays Bell As Equity Panel's Local Counsel
--------------------------------------------------------------
The Official Committee of Equity Security Holders of Comdisco,
Inc. sought and obtained the Court's authority to employ Bell,
Boyd & Lloyd as local counsel, nunc pro tunc as of September 5,
2001.

David R. Pedowitz, representing the Equity Committee, tells
Judge Barliant that the Equity Committee chose Bell, Boyd &
Lloyd for its extensive experience in, and knowledge of,
debtors', creditors' and equity security holders' rights,
business reorganizations and bankruptcy law.

According to Mr. Pedowitz, Bell, Boyd & Lloyd is expected to
render legal services, which will include, but not limited to:

(a) advising the Committee as to its rights, powers and duties;

(b) advising the Committee in connection with proposals and
    pleadings submitted by the Debtors or others to the Court;

(c) investigating the actions of the Debtors and the assets and
    liabilities of the estates;

(d) advising the Committee in connection with negotiation and
    formulation of any plans of reorganization;

(e) reviewing all applications and motion filed by parties other
    than the Committee and to represent the interest of the
    Committee in and outside of court with respect to all
    applications and motions;

Bell, Boyd & Lloyd current hourly rates in effect for its
professionals potentially involved in these matters are:

      David F. Heroy       $500
      Steven L. Harris      400
      Robert V. Shannon     320
      John S. Delnero       250
      Michael Yetnikoff     250
      Erik W. Chalut        180

Michael Yetnikoff, counsel of the law firm - Bell, Boyd & Lloyd,
advises Judge Barliant that these rates are subject to
revisions.

Mr. Yetnikoff also assures the Court that Bell, Boyd & Lloyd is
well qualified to represent the Equity Committee.

Mr. Yetnikoff swears Bell, Boyd & Lloyd is "disinterested"
within
the meaning of section 101(14) of the Bankruptcy Code.  Mr.
Yetnikoff claims Bell, Boyd & Lloyd does not represent or hold
an interest adverse to the Debtors' estates with respect to the
matter on which Bell, Boyd & Lloyd is to be employed.

Because of the large number of parties to these matters, Mr.
Yetnikoff says, investigation regarding Bell, Boyd & Lloyd's
connection with any other party or professional continues.  Any
other material known connection will be disclosed immediately,
according to Mr. Yetnikoff. (Comdisco Bankruptcy News, Issue
Nos. 8 & 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


COMDISCO INC: Management Group to Submit Bid for IT Leasing
-----------------------------------------------------------
A group of current and former officials of Comdisco Inc., led by
former Chairman and Chief Executive Jack Slevin, will bid for
the Comdisco IT Leasing business, Dow Jones reported.  

Comdisco and 50 domestic U.S. subsidiaries filed for bankruptcy
protection on July 16. The filing was meant to allow the company
to provide for the sale of some of its businesses while
resolving short-term liquidity issues.

The bankruptcy court approved bidding for the sale of the
leasing business on August 9. The bidding deadline, originally
set for September 30, was extended to October 29.  The auction
date will be on November 8, with the sale hearing date set for
November 15. (ABI World, October 11, 2001)


DIGITAL TRANSMISSION: Sells Unit's Assets to Somera to Cut Debts
----------------------------------------------------------------
Digital Transmission Systems Inc. (OTC Bulletin Board: DTSX)
announced an agreement in which Somera Communications (Nasdaq:
SMRA) acquired certain assets, including certain equipment and
inventory, and assumed certain liabilities related to the repair
business, of Asurent Technologies, a wholly owned subsidiary of
DTS.  

Under the agreement, Somera is expected to pay approximately $6
million in cash, most of which will be used to pay secured
creditors of the assets including PNC Bank.  In addition, under
the agreement, Asurent Technologies gave Somera authorization to
hire most of its employees.  Asurent Technologies will remain a
subsidiary of DTS and will continue to manage the balance of
assets and liabilities.

In March 2000, DTS purchased Telcor Communications, Inc. and
after some corporate restructuring and installation of a new
management team, created two wholly-owned subsidiaries --
Asurent Wireless, Inc. and Asurent Technologies, Inc.  Asurent
Technologies focuses on new and de-installed equipment sales and
test, repair, and asset recovery services for wireless
networking applications.

"The downturn in the telecom equipment market has made it
increasingly difficult to implement our plans to expand Asurent
technologies and align it more closely with Asurent Wireless,"
said Andy Salazar, Chief Executive Office of DTS.  "This
transaction will allow us to focus on the future success of
Asurent Wireless by winding down the remaining operations of
Asurent Technologies in an orderly fashion."

DTS provides the telecommunications industry with a wide range
of products and services through its wholly-owned subsidiaries
Asurent Wireless, Inc. and Asurent Technologies, Inc.  DTS and
its subsidiaries are based in Duluth, Georgia -- a suburb of
Atlanta.  Asurent Wireless develops and delivers network access
products while Asurent Technologies has traditionally sold new
and de-installed wireless networking equipment.  

Primary customers for both subsidiaries include domestic and
international wireless service providers, telephone service
companies and private wireless network users.  Asurent Wireless'
products include the FlexT1r (domestic) and FlexE1?
(international) integrated network access product lines,
microFlex? cross connect switch and InterFlex?.  

DTS is 51% owned by Wi-LAN Inc. (Toronto: WIN), a leading
innovator of wireless data communications products and
technologies, based in Calgary, Canada.  For more information
about DTS and its products, call 1-800-FLEX-DTS (1-800-353-9387)
or visit the corporate Web site at http://www.asurent.com

As of June 2001, DTS recorded total assets of $4.2 million, as
opposed to total liabilities of $18.7 million.


ELDERTRUST: Will Use $10.2MM Repayment to Cut Facility Balance
--------------------------------------------------------------
ElderTrust received about $10.2 million in a repayment of a
mortgage loan owed to the company by an affiliate of Senior
LifeChoice LLC, according to Dow Jones.

In a press release Wednesday, ElderTrust said it used all of the
$10.2 million to reduce its bank credit facility balance to
about $23 million. In addition, ElderTrust said it has discussed
with Genesis Health Ventures Inc. the possibility that Genesis
may refinance its mortgage loans with a third party and pay off
amounts owed to ElderTrust before the June 2002 due dates.

These discussions have resulted from Genesis' recent emergence
from bankruptcy and the current interest rate environment,
ElderTrust said. Based on these conversations with Genesis,
ElderTrust said it believes the loans may be repaid by Nov. 30.
The current balance on the loans is about $12.2 million.

When the proceeds are received, the company expects to use them
to further reduce its bank credit facility.

ElderTrust is a real estate investment trust that invests in
real estate properties used in the health care services
industry, principally along the East Coast of the United States.  
The company reported revenue of $26.6 million for 2000. (ABI
World, October 11, 2001)

                          *  *  *

The Company has a working capital deficit of $26.2 million at
June 30, 2001, resulting primarily from the classification of
approximately $25.5 million of long-term debt as current due to
the Company's default on mortgages for failure to meet certain
technical requirements, including property information
requirements and the bankruptcy filing by Genesis.  

If the Company is unable to obtain waivers of the failed
covenants, the lenders could exercise their rights to accelerate
the related indebtedness or foreclose on the underlying
collateral immediately.  Based, in part, on the Company's
favorable payment history, the Company believes that the lenders
will take no action in regard to these technical defaults.
  

EXODUS COMMS: Court Allows Use of Current Cash Management System
----------------------------------------------------------------
Prior to the commencement of these cases, Exodus Communications,
Inc., in the ordinary course of business, used a highly-
automated and integrated centralized cash management system to
collect, transfer and disburse funds generated by their
operations and to accurately record all such transactions as
they are made.

The Debtors' Cash Management System has been constructed to
provide a substantially integrated system for the Debtors'
operating group, which allows for an integrated method for
revenues and expenses to be collected, paid and accounted for.
The Cash Management System incorporates a substantially unified
collection and disbursement system for all of the debtor
subsidiaries.

The Debtors sought and obtained entry of an order authorizing
continued use of their existing cash management system.

David R. Hurst, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Wilmington, Delaware, relates that cash used to fund
operating expenditures of the Debtors comes largely from the
daily collection of accounts receivable.

Mr. Hurst explains that receivables from third parties are
collected primarily in a lockbox depository account, that funds
a concentration account, that, in turn, funds a master
concentration account.

In addition, some receivables are collected via wire transfer
directly into the Master Concentration Account, which is
utilized to fund the Parent Company payroll and other
disbursements through designated payroll and controlled
disbursements accounts as well as investment and money market
accounts where excess cash is held to provide a return to the
Debtors on such cash.

Mr. Hurst states that the Master Concentration Account also is
used to fund Parent Company travel reimbursement and employee
benefits accounts. In addition, both of the concentration
accounts fund overnight investment sweep accounts if levels of
cash above certain amounts are deposited into the concentration
accounts.

Mr. Hurst submits that certain of the Debtors' domestic
subsidiaries maintain payroll and operating accounts. The
Domestic Subsidiaries' payroll accounts are funded from the
Master Concentration Account while the operating accounts for
the Domestic Subsidiaries receive the accounts receivable cash
collections to that subsidiary and make disbursements as
necessary. Mr. Hurst adds states that the Domestic Subsidiary
operating accounts are supplemented with funds from the Master
Concentration Account, as needed.

Mr. Hurst informs the Court that the Cash Management System is
highly automated and computerized and includes the necessary
accounting controls to enable the Debtors, as well as creditors
and the Court, if necessary, to trace funds through the system
and ensure that all transactions are adequately documented and
readily ascertainable. Mr. Chehi submits that the Debtors' cash
management procedures are ordinary, usual and essential business
practices, and are similar to those used by other major
corporate enterprises.

The Cash Management System provides significant benefits to the
Debtors, including the ability to:

      A. control corporate funds centrally,

      B. segregate the respective cash flows of the Debtors,

      C. invest idle cash,

      D. ensure availability of funds when necessary, and

      E. reduce administrative expenses by facilitating the
         movement of funds and the development of more timely
         and accurate balance and presentment information.

Mr. Hurst tells the Court that the operation of the Debtors'
businesses requires that the Cash Management System continue
during the pendency of these chapter 11 cases. Mr. Hurst
contends that requiring the Debtors to adopt new cash management
systems at this critical stage of these cases would be
expensive, create unnecessary administrative burdens, and be
much more disruptive than productive, adversely impacting the
Debtors' ability to reorganize.

Mr. Hurst asserts that maintenance of the existing Cash
Management System is in the best interests of all creditors and
other parties in interest. (Exodus Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Taps Pachulski Stang as Local Bankruptcy Counsel
---------------------------------------------------------------
Federal-Mogul Corporation asks the Court for permission to
employ & retain Pachulski Stang Ziehl Young & Jones P.C. as
their local bankruptcy counsel in connection with these chapter
11 cases.

The Debtors seek to retain Pachulski as their reorganization
co-counsel because of its extensive experience and knowledge in
the field of debtors' and creditors' rights and business
reorganizations under chapter 11, and because of its expertise,
experience and knowledge practicing before this Court, its
proximity to the Court, its ability to respond quickly to
emergency hearings and other emergency matters in this Court.

David M. Sherbin, the Debtors' Vice President and Deputy General
Counsel believes that Pachulski's appearance before this Court
for the miscellaneous applications, motions and matters in these
chapter 11 proceedings will be efficient and cost-effective for
the Debtors' estates.

In preparing for these cases, Mr. Sherbin claims that Pachulski
has become familiar with the Debtors' businesses and 67 affairs
and with many of the potential legal issues that may arise in
the context of these Chapter 11 Cases.

Accordingly, the Debtors believe that Pachulski is both well-
qualified and able to represent them in their Chapter 11 Cases
in a most efficient and timely manner.

James J. Zamoyski, the Debtors' Senior Vice President and
General Counsel, tells the Court that Pachulski will be
compensated on an hourly basis at these rates, plus
reimbursement of actual expenses incurred:

      Laura Davis Jones                 $455/hour
      James E. O'Neill                  $370/hour
      Scotta McFarland                  $370/hour
      Michael Migloire                  $370/hour

In addition, paralegal services will be needed in these cases,
whose hourly rates range from $105-$125 per hour.

Specifically, Pachulski is being employed:

A. to provide legal advice with respect to the Debtors powers
   and duties as debtors in possession in the continued
   operations of their business and management of their
   properties;

B. to prepare and pursue confirmation of a plan and approval of
   a disclosure statement;

C. to prepare on behalf of the Debtors necessary applications,
   motions, answers, orders, reports and other legal papers;

D. to appear in Court and protect the interest of the Debtors
   before this Court;

E. to perform all other legal services for the Debtors that may
   be necessary and proper in these proceedings.

Laura Davis Jones, Esq., a shareholder of Pachulski, states that
the firm nor any of its shareholders, counsel or associates has
any connection with the Debtors, their creditors or any other
parties-in-interest, except:

A. Ms. Jones was a former partner of Young Conaway Stargatt &
   Taylor LLP, that may have represented one or more of the
   creditors or parties-in-interest in the Debtors' cases.

B. Pachulski may have previously worked with professionals
   representing other parties-in-interest, including Sidley
   Austin Brown & Wood; Coblence & Warner; Dykema Gosset PLLC;
   Ernst & Young LLP; Gilbert Heints & Randolph LLP,
   PricewaterhouseCoopers LLP, Penningtons; R.R. Donnelly &
   Sons Company; Rothschild Inc.; Sitrick & Company, Inc.;
   Spriggs & Hollingsworth; Stout Risuis Ross, Inc.

C. The firm represents many Committees, whose members may be
   creditors in these cases, however, the Firm will not
   represent any member of these Committees that may have a
   claim against the Debtors.

Ms. Jones tells the Court that the firm may have represented in
the past, currently represent, and likely in the future will
represent creditors of the Debtors in these cases but is not
aware of such representations.

Ms. Jones relates that Pachulski has received $68,675 from the
Debtors in connection with the preparation of initial documents
and their proposed post-petition representation of the Debtors.
A portion has been applied to outstanding balances and the
balance will serve as retainer in these cases. (Federal-Mogul
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FREEPORT-MCMORAN: Selling Main Pass Block Facilities to Trinity
---------------------------------------------------------------
McMoRan Exploration Co. (NYSE: MMR) announced that its wholly-
owned subsidiary, Freeport-McMoRan Sulphur LLC (FSC) engaged in
sulphur transportation, terminaling and marketing activities and
in oil production, has entered into a letter of intent to sell
its sulphur and salt lease and related facilities located at
Main Pass Block 299 to Trinity Storage Services, L.P. (Trinity).

Under the proposed transaction, FSC would remain responsible for
reclamation and abandonment obligations in excess of $12.4
million. In addition, Trinity would provide a surety bond
meeting the requirements of the Minerals Management Service
(MMS) for $12.4 million of the Main Pass future reclamation and
abandonment obligations.

FSC would retain exclusive rights to mine and produce sulphur
from the lease but would commit not to interfere with non-
sulphur operations undertaken by Trinity. As previously
announced, FSC signed an agreement with Trinity Storage and
Schlumberger M-1 to establish a business enterprise engaged in
commercial brine production and the storage of non-hazardous
oilfield waste at Main Pass 299.

Commercial brine production has commenced. The use of Main Pass
for storage of non-hazardous oilfield waste is awaiting final
MMS approval. Trinity anticipates pursuing other commercial uses
of the facilities to support the petroleum industry. FSC and
Trinity have been engaged in discussions with offshore oil and
gas producers, gas storage and transportation companies, oil and
gas service companies and other energy related companies.

Projects under discussion include the use of Main Pass 299 for
logistical support for oil and gas drilling, oil and gas storage
in the Main Pass 299 salt dome and the possible use of Main Pass
299 as an offshore LNG facility. The letter of intent provides
that FSC would receive 9 percent of future revenues from the
future commercial activities through December 31, 2021.

The Main Pass 299 facility, one of the largest platform
configurations in the Gulf of Mexico with 18 platforms in total,
14 of which are connected by bridges and extend approximately
1.5 miles, is located 16 miles east of the mouth of the
Mississippi River in 210 feet of water. If permitted and fully
operating, the commercial activities are expected to generate
royalties of at least $3 to $5 million annually to FSC.

The proposed sale is subject to definitive agreements, boards of
directors and certain other approvals.

MMR also announced that the MMS has determined that, under MMS's
applicable financial criteria, McMoRan Oil & Gas LLC (MOXY),
MMR's wholly owned subsidiary engaged in oil and gas exploration
and production activities, qualifies for a waiver from the MMS'
requirements for posting supplemental bonds relating to the
abandonment obligations for the federal offshore oil and gas
leases owned by MOXY.

MMR further announced that FSC has reached agreement with MMS to
provide, by February 3, 2002, financial assurances meeting MMS'
requirements with respect to FSC's future reclamation
obligations for its Main Pass 299 sulphur and oil facilities,
which are currently estimated to aggregate approximately $35
million. Financial assurances can be in the form of surety
bonds, affiliate or third-party guarantees, or letters of
credit.

MMR and FSC have entered into a trust agreement with MMS which
imposes certain obligations if neither MMR nor FSC meet MMS'
financial wherewithal requirements which are based on historical
financial statements, by February 3, 2002. The obligations under
the trust agreement would require that non-cash financial
assurances be provided for $10 million of FSC's reclamation
obligations by February 3, 2002.

In addition, the trust agreement would require FSC to provide
additional financial assurances of $24.8 million, which FSC
expects to fulfill with Trinity's $12.4 million surety bond
discussed above, plus FSC's commitment for quarterly deposits
aggregating up to $12.4 million over a five-year period, to the
extent the quarterly deposit amounts are not covered by other
non-cash financial assurances.

FSC continues to produce crude oil at Main Pass, currently at a
gross rate of approximately 4,000 barrels per day, which, at
current production rates and oil prices, generates approximately
$5 million annually to FSC's interest. FSC would retain
ownership of the oil and gas lease and related facilities at
Main Pass.

MMR anticipates that future proceeds generated from its retained
royalty interest involving the Main Pass sulphur facilities and
ongoing oil production will be sufficient to meet FSC's Main
Pass abandonment obligations. Approximately 60 million tons of
unrecovered sulphur remain at Main Pass.

Potential future production of this resource, which would
require significant improvements in the current economics for
mining sulphur, justifies in FSC's opinion, FSC's retaining the
right to mine and produce sulphur under the Main Pass 299 lease.
Because of all these factors, MMR does not expect the Main Pass
facilities to be dismantled for many years.

McMoRan Exploration Co. is an independent public company engaged
in the exploration, development and production of oil and
natural gas offshore in the Gulf of Mexico and onshore in the
Gulf Coast area; and the purchasing, transporting, terminaling,
processing and marketing of sulphur. Additional information
about MMR is available on its Internet website "mcmoran.com".

Trinity Storage Services, L.P. is a commercial waste management
company providing comprehensive non-hazardous oil and gas waste
disposal services to the oil and gas exploration and production
industry in the Gulf of Mexico, along the Texas/Louisiana Gulf
Coast. Additional information about Trinity is available on its
Internet website http://www.trinityfs.com

The Minerals Management Service (MMS), a bureau within the U.S.
Department of the Interior, is the federal agency that manages
the natural gas, oil and other mineral resources on the outer
continental shelf of the United States.


FRUIT OF THE LOOM: FT ID's Berkshire Hathaway as Mystery Suitor
---------------------------------------------------------------
With Fruit of the Loom generating close to $200,000,000 of
EBITDA this year, and creditors valuing the company at up to
$1,150,000,000, a handful of cash buyers have appeared on the
scene.  The Bankruptcy Court in Wilmington has held been holding
a flurry of paperwork under seal about who those buyers might
be.  Last week, reporters at the Financial Times learned one
name: Berkshire Hathaway, the investment vehicle which is
controlled by billionaire investor Warren Buffett.  

"Berkshire Hathaway," FT reporters Adam Jones, Juliana Ratner
and Peter Thal Larsen related in Saturday's newspaper, "is
understood to be one of a few parties interested in buying the
company, known in the US for its off-beat commercials starring
actors dressed up like the fruit on its label," adding that "any
decision by the creditors is likely to be several weeks away."

On a "60 Minutes" program last month, Mr. Buffett stated that
Berkshire had an "offer out on a business" that Berkshire had
made before September 11th and, though the agreement was far
from finalized, Berkshire would not back away.  "That was true
and is true," Berkshire confirmed in a press release following
Mr. Buffett's "60 Minutes" appearance.


GENESIS HEALTH: New Securities Trade on Nasdaq Under GHVE Symbol
----------------------------------------------------------------
Genesis Health Ventures, Inc. announced that its Nasdaq trading
symbol for newly-issued common stock has changed from GHVEV to
GHVE.

Genesis also announced that Nasdaq officials advised
stockholders may have trouble accessing quotes under the new
symbol until Internet search engines update their ticker symbol
links.

Genesis Health Ventures provides eldercare in the eastern US
through a network of Genesis ElderCare skilled nursing and
assisted living facilities plus long term care support services
nationwide including pharmacy, medical equipment and supplies,
rehabilitation, group purchasing, consulting and facility
management.

Its NeighborCare pharmaceutical and medical supply operation
includes some 100 institutional and medical center pharmacies
and distribution centers and accounts for almost 40% of
revenues.

The company, struggling with cutbacks in Medicare reimbursement,
filed for Chapter 11 bankruptcy in 2000; it has now emerged
under a reorganization plan. Buyout firms Texas Pacific Group
and Cypress Group each own about a third of the company.


HEALTHCENTRAL: Nasdaq Halts Trading After Bankruptcy Filing
-----------------------------------------------------------
The Nasdaq Stock Market halted trading on HealthCentral.com, a
day after company filed for chapter 11 bankruptcy protection,
according to Dow Jones.  

Trading in the company, which was halted at 25 cents, will
remain halted until the company fully satisfies Nasdaq's request
for additional information.

HealthCentral, which provides online health care content, said
it plans to proceed with its assets sale. HealthCentral said the
filing affects all of its units: HealthCentralRx.com Inc.,
HealthCentral Enterprise Web Services Inc., WebRx.com Inc., HCEN
Acquisition Corp., HealthCentral.ca, Vitamins.com Inc.,
Vitamins.com LLC, L&H Vitamins Inc. and J&M Direct Corp. (ABI
World, October 11, 2001)


IBEAM BROADCASTING: Files Chapter 11 Petition in Wilmington
-----------------------------------------------------------
iBEAM Broadcastingr Corp. (Nasdaq:IBEMD), a leading provider of
streaming communications solutions, announced it has signed an
agreement with Williams Communications (NYSE: WCG), a leading
broadband provider to bandwidth-centric customers, pursuant to
which Williams Communications will acquire substantially all of
iBEAM's assets for $25 million in cash and assume certain of
iBEAM's liabilities.

The transaction includes a loan from Williams Communications to
iBEAM, which is to be repaid upon the consummation of the asset
sale, that funds iBEAM's operations through the sales transition
period.

Concurrently, iBEAM announced that it has voluntarily filed a
petition with the U.S. Bankruptcy Court in Delaware for relief
under Chapter 11 of the U.S. Bankruptcy Code. Williams
Communications' purchase of iBEAM's assets and its loan of
operating funds to iBEAM are both subject to approval of the
bankruptcy court.

While the two companies work to complete the asset purchase
agreement, iBEAM intends to continue to provide its customers
with the highest quality of uninterrupted service and support
and assure fulfillment of its obligations to them as well as to
iBEAM employees.

"The combination of iBEAM's unequalled expertise in streaming
communications and Williams Communications' award-winning
network and broadband media infrastructure creates the market's
most powerful solution for our complementary customer bases,"
said Peter Desnoes, chairman, president, chief executive officer
of iBEAM. "We remain committed to our founding vision that the
Internet will develop into a prime medium for audio and video
communications. Already, a large number of corporations use
streaming on the Internet as a means to effectively and
efficiently communicate with distributors, suppliers and
employees. Further, the imminent evolution of both streaming and
download services promises to make the Internet the most
important and exciting entertainment medium since television."

iBEAM Broadcasting, as a market leader in providing media and
enterprise companies with streaming communications services,
enjoyed a first mover advantage in its category. The company has
built one of the world's highest quality streaming
communications networks and today offers the broadest set of
streaming application services available in the market. iBEAM
has delivered over 2 billion audio and video streams since
starting its operations in late 1999, and has dedicated
streaming media and application data centers already integrated
into Williams Communications' extensive next generation fiber-
optic network, the largest in North America. Furthermore, in
addition to those elements, iBEAM has webcasting production
centers located in New York City, Oklahoma City, and London,
which allow the company to provide advanced streaming
communications services to global companies.

Upon completion of the proposed purchase, Williams
Communications plans to integrate iBEAM's streaming and
webcasting business into its Vyvx Broadband Media unit, which
currently provides integrated transmission and broadband media
services, including fiber-optic and satellite transmission,
digital media management, content gathering and distribution, as
well as managed web hosting and streaming.

"iBEAM has a solid base of blue-chip customers, extensive
expertise as a pioneer in the streaming and webcasting business,
and an outstanding employee base," said Howard Janzen, chairman
and chief executive officer of Williams Communications. "The
promise of the Internet as a significant medium for
communications is real, and Williams Communications' vision is
to be one of the preeminent providers of services for this
market. The addition of iBEAM's streaming services, as well as
the expertise of its employees, is a winning combination that
will allow us achieve that reality."

According to Jupiter Media Metrix, streaming media is one of the
fastest growing areas in the online marketplace today, and the
global market for streaming media content delivery is expected
to grow from $78 million in 2000 to $2.5 billion by 2004.

In order for the agreement with Williams Communications to go
forward, iBEAM also filed a motion seeking the bankruptcy
court's approval of the asset purchase agreement with Williams
Communications pursuant to section 363 of the Bankruptcy Code.

Williams Communications and iBEAM previously announced a
strategic partnership on June 25, 2001, in which Williams
Communications invested $20 million in cash and $10 million in
future in-kind services in iBEAM in exchange for convertible
preferred stock representing approximately a 49 percent
ownership of the company.

iBEAM Broadcastingr Corp. (NASDAQ: IBEM), founded in 1998, is a
leading provider of streaming communications solutions. The
iBEAM end-to-end solutions for enterprise and media customers
include interactive webcasting, streaming advertising insertion,
syndication and pay-per-view management, and secure, licensed
download and geographical identification applications.

iBEAM currently delivers more than 100 million audio and video
streams per month across its intelligent distribution network.
Many innovative companies use iBEAM's global services including
media leaders, CNBC, MTVi, and LAUNCH.com, and enterprise
customers, IBM/Lotus, Bristol-Myers Squibb, and Merrill Lynch.
iBEAM is headquartered in Sunnyvale, Calif. Telephone 408/523-
1600. For more information visit http://www.ibeam.com.


IBEAM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------
Debtor: iBeam Broadcasting Corporation
        645 Almanor Avenue
        Suite 100
        Sunnyvale, CA 94085

Type of Business: Debtor's business is in delivery of streaming
                  media over the Internet.

Chapter 11 Petition Date: October 11, 2001

Court: District of Delaware

Bankruptcy Case No.: 01-10852

Debtor's Counsel: David B. Stratton, Esq.
                  David M. Fournier, Esq.
                  Pepper Hamilton, LLP
                  1201 Market Street, Suite 1600
                  Wilmington, Delaware 19801
                  (302) 777-6500

Total Assets: $118,814,000

Total Debts: $41,910,000

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Microsoft                   Contract                $1,011,454
Kirk Selby
PO Box 7247-7123
Philadelphia
PA 19170-7123
Fax: (415) 972-6565

Williams Communications     Contract                 $747,772
Richard Martin
111 East 1st Street
Tulsa, OK 74103
Fax: (918) 573-6206

Broadwing Communications    Trade Debt               $390,000
Bill Marcinko
PO Box 79159
Phoenix, AZ 85062
Fax: (512) 433-7801

Tonic 360                   Contract                $240, 075

NEC Business Networks       Trade Debt              $212,390

Shandwick International     Trade Debt              $205,827

Netscape Communications     Trade Debt              $205,629
Corporation

AT&T (Connectivity)         Contract                $190,150

Pacific Bell - Sacramento   Contract                $187,969

Exodus Communications       Contract                $185,000

Moca C/O Gobosh             Trade Debt              $165,548

MCI Worldcom Comm Inc.      Trade Debt              $133,348

Southwestern Bell           Contract                $114,795

Korn/Ferry International    Trade Debt              $106,400

Comstor                     Trade Debt              $103,357

Charles Wong and            Trade Debt               $88,704
Ohn S. Kim

Mercer Management           Trade Debt               $87,250
Consulting

Howard Fischer Associates   Contract                 $69,332

Southwestern Bell Internet  Contract                 $67,676
Services

Gray, Cary Freidenrich &    Contract                 $67,019
Ware


IBEAM BROADCASTING: Nasdaq Halts Trading & Requests Information
---------------------------------------------------------------
The Nasdaq Stock Market(R) announced that the trading halt
status in iBEAM Broadcasting Corporation, (Nasdaq: IBEMD) was
changed to "additional information requested" from the company.
Trading in the company had been halted Thursday at 11:24 a.m.
Eastern Time for News Pending at a last sale price of 29 cents.
Trading will remain halted until iBEAM Broadcasting Corporation
has fully satisfied Nasdaq's request for additional information.

For news and additional information about the company, please
contact the company directly or check under the company's symbol
using InfoQuotes(SM) on the Nasdaq Web site.


IBEAM BROADCASTING: Williams Communications Buys Assets for $25M
----------------------------------------------------------------
Williams Communications (NYSE: WCG), a leading broadband
provider to bandwidth-centric customers, entered into an
agreement to purchase substantially all assets of webcasting and
streaming media pioneer iBEAM Broadcasting Corp. for $25 million
in cash, including substantially all of iBEAM's customer
contracts and facility and equipment assets.

The transaction includes a loan from Williams Communications to
ensure uninterrupted operations of iBEAM until consummation of
the assets sale, at which time the loan will be repaid from the
proceeds of the asset sale.

Concurrently, iBEAM announced that it has voluntarily filed a
petition with the U.S. Bankruptcy Court in Delaware for relief
under Chapter 11 of the U.S. Bankruptcy Code.  Williams
Communications' Section 363 purchase bid and its loan of
operating funds to iBEAM are both subject to approval of the
bankruptcy court.

"Our agreement, if approved by the Court, will benefit customers
of both iBEAM and Williams Communications.  iBEAM's impressive
list of blue-chip streaming customers and expertise is a perfect
strategic fit for the assets that we already have in place,
including our network and broadband media platform," said Howard
Janzen, chairman and chief executive officer of Williams
Communications.  "We are confident that our proposal offers the
best options for iBEAM's customers, employees, and creditors,
and that it is a realistic plan which provides significant long-
term value to Williams Communications shareholders through added
capabilities and increased network utilization."

If the Court approves Williams Communications' bid, the company
plans to integrate iBEAM's streaming and webcasting business
into its Vyvx Broadband Media unit, which provides integrated
transmission and broadband media services, including fiber-optic
and satellite transmission, digital media management, content
gathering and distribution, as well as managed web hosting and
streaming.

"iBEAM deserves credit, in an extremely challenging marketplace,
for successfully capturing a significant share of the emerging
streaming market," Janzen said.  "We are excited to gain the
expertise that has delivered more than 1 billion audio and video
streams in the last 18 months alone.  We have only begun to see
the potential of video and audio streaming, and expect demand to
increase dramatically as last-mile network bottlenecks are
eliminated and as corporations look for more efficient ways to
conduct business."

Williams Communications and iBEAM previously announced a
strategic partnership on June 25, 2001, where Williams
Communications invested $20 million in cash and $10 million in
services in iBEAM in exchange for convertible preferred stock
representing approximately a 49 percent ownership of the
company.

Based in Tulsa, Okla., Williams Communications Group, Inc., is a
leading broadband network services provider focused on the needs
of bandwidth-centric customers. Williams Communications operates
the largest, most efficient, next-generation network in North
America.  Connecting 125 U.S. cities and reaching five
continents, Williams Communications provides customers with
unparalleled local-to-global connectivity.  

By leveraging its infrastructure, best-in-breed technology,
connectivity and network and broadband media expertise, Williams
Communications supports the bandwidth demands of leading
communications companies around the globe.  For more
information, visit http://www.williamscommunications.com


INTERATED HEALTH: KPMG Will Give-Up Loan Documents Under Seal
-------------------------------------------------------------
Prior to execution of a Stipulation and Order Establishing
Protocol of Joint Review between the Integrated Health Services,
Inc. and the Committee regarding pre-petition Employee Loan Plan
and other matters related to the compensation of the directors
and officers of IHS, the Committee served upon KPMG, the
Debtors' outside auditors, a request to produce documents and
appear for examination in accordance with Local Bankruptcy Rule
2004-1.

KPMG has agreed to produce the requested documents and appear
for the examination.

KPMG, however, indicates its position, to which the Committee
reserves all rights, that documents responsive to the Document
Request are confidential. KPMG has, therefore, requested the
Debtors and the Committee enter into the Stipulation which
governs the release and disclosure of the Confidential
Documents.

In light of this, the Committee, by and through its co-counsel
Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr,
Harrison, Harvey, Branzburg & Ellers LLP, seek the Court's
approval, pursuant to 11 U.S.C. section 105(c) and 1103(c) and
Bankruptcy Rule 2004, of a Confidentiality Stipulation among
KPMG LLP (the Debtors' outside auditors), the Committee and the
Debtors.

This Stipulation is intended to provide certain protections to
KPMG beyond those set forth in the Stipulation and Order
Establishing Protocol of Joint Review between the Debtors and
the Committee (the Protocol) for documents that KPMG asserts are
confidential that it produces to the Committee or the Debtors in
connection with the Investigation.

             A Brief Description of the Stipulation

The Stipulation sets forth the terms under which KPMG will
release Confidential Documents to the Committee and the Debtors.
The Stipulation includes salient provisions as follows:

(a) Any document designated as Confidential by KPMG will be
    subject to the terms of the Stipulation and used solely for
    purposes of the Debtors' bankruptcy cases, including without
    limitation, the Investigation and any adversary proceeding
    in the Bankruptcy Cases;

(b) The Debtors and the Committee agree not to disclose
    Confidential Information to certain third parties, including
    outside consultants and experts; the Debtors' board of
    directors and its counsel; and any insurance company, unless
    such third parties have first executed a certification in
    the form attached as Exhibit A to the Stipulation, agreeing
    to be bound to the Stipulation;

(c) Confidential Documents can be filed as part of pleadings
    with the Court, and to the extent permitted by the Court,
    will be filed under seal;

(d) Upon entry of an order approving the Stipulation,
    Confidential Information may be disclosed to, among others,
    fact witnesses in depositions and interviews, who will be
    deemed to be subject to the terms and conditions of the
    Stipulation;

(e) The Debtors or the Committee can challenge KPMG's
    designation of a document as a Confidential Document,
    including, if necessary, seek judicial intervention if such
    dispute cannot be informally resolved; and

(f) The Stipulation provides that the parties submit to the
    jurisdiction of the Court for all purposes in connection
    with the Stipulation.

The Committee believes that approval of the Stipulation will be
beneficial to the Debtors' estates as it will expedite the
release of documents by KPMG and therefore expedite the
Investigation and permit a more cost effective and complete
review of the matters concerned. (Integrated Health Bankruptcy
News, Issue No. 20; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


KMART CORPORATION: September Sales Down By 1.8%
-----------------------------------------------
Kmart Corporation (NYSE: KM) reported that for the five-week
period ended October 3, 2001 net sales were $2.987 billion, a
decrease of 1.8%, compared to $3.044 billion in the same period
last year.  Net sales were flat on a same-store basis.  

The company noted that in September 2000, Kmart liquidated over
$40 million of discontinued inventory, which accounted for
1.5% of its 2.4% same-store sales increase that month.  
Excluding these sales in both periods, Kmart's same-store sales
for September 2001 would be 0.7% higher.

Net sales for the 35 weeks ended October 3, 2001 were $22.9
billion, down 0.6% from $23.0 billion the same period in 2000.  
On a same-store basis, net sales rose 1.0%.

"In light of the external events and internal changes during the
month of September, we are pleased with our results," said Chuck
Conaway, Chairman and CEO of Kmart Corporation.  "The horrific
tragedy of September 11 saddened all of us at Kmart.  We were
affected significantly that day, as we had to close numerous
high volume stores in the New York City and Washington D.C.
areas and shorten store hours for the remaining stores in those
areas.  However, with basic items accounting for approximately
40% of our business, we have been able to maintain our sales
base even in times of uncertainty."

Mr. Conaway continued, "The majority of our stores have now
completed their resets, adding to the strength of our high
frequency categories, which continue to drive our business.  In
addition, we launched our BlueLight Always program on September
1.  This has allowed us to reduce our reliance on advertising by
nearly 20%.  Unfortunately, our launch included a heavy
television campaign, which was interrupted by the September 11
tragedy.  We continue to execute our plan and we are taking the
necessary actions, on both the structural and cultural side of
the business, to transform Kmart into a retailer of choice."

Kmart Corporation is a near-$40 billion company that serves
America with more than 2,100 Kmart and Kmart Supercenter retail
outlets and through its e-commerce shopping site
http://www.bluelight.com   

More information about Kmart sales is available by calling (248)
614-0480 and general information is available at
http://www.bluelight.comunder the "About Kmart" section.  


MIDLAND FOOD: Delaware Court Confirms Debtors' Chapter 11 Plan
--------------------------------------------------------------
Independence, Ohio-based Midland Food Services LLC, the nation's
sixth largest Pizza Hut franchisee, yesterday announced that the
U.S. Bankruptcy Court in Wilmington, Del., confirmed its chapter
11 reorganization plan, according to a company press release.  

Midland also reached an agreement with its franchisor, Pizza Hut
Inc., as to the cure of all pre-petition defaults under its
franchise agreements.  

Midland filed for bankruptcy in October of last year.  It
operates 102 Pizza Hut restaurants in Ohio, Kentucky, West
Virginia, Maryland, and Michigan. (ABI World, October 11, 2001)


MOLL INDUSTRIES: Amended Tender Offer Expires on October 31
-----------------------------------------------------------
Moll Industries, Inc. announced that it has modified certain of
the terms of the Offer to Purchase and Consent Solicitation
dated September 19, 2001 governing the tender offer for a
portion of its outstanding $116.5 million principal amount of
10-1/2% Senior Subordinated Notes due 2008 and consent
solicitation relating to certain amendments to the indenture
governing the Notes, between the Company and the trustee.

The Consent Date with respect to the Solicitation is hereby
extended to 5:00 p.m., New York City time, on October 31, 2001.
In addition, the Expiration Date has been extended to 5:00 p.m.
New York City time, on October 31, 2001.

Holders of Notes that are validly tendered and not withdrawn
prior to the Consent Date will receive a price of $200 per
$1,000 of Notes that are accepted for purchase, plus a consent
payment of $2.50 per $1,000 of Notes accepted for purchase, for
total consideration of $202.50 per $1,000 of Notes accepted for
purchase, plus accrued and unpaid interest to the Settlement
Date (as defined in the Offer to Purchase).

Holders of Notes that were validly tendered and not withdrawn
prior to the Consent Date will also receive the Consent Payment
on any Notes that were not accepted for payment because the
Offer was over-subscribed. Holders of all Notes that provide
their Consents without tendering their Notes prior to the
Consent Date will receive the Consent Payment.

Holders representing a majority of the outstanding principal
amount of the Notes have agreed to deliver their consents
pursuant to the amended offer.

With respect to the Proposed Amendments pursuant to which the
consents are being solicited, the Offer to Purchase and Consent
Solicitation currently provides that the Proposed Amendments
would amend the Indenture (i) to eliminate substantially all of
the covenants of the Company contained in the Indenture (other
than the covenants requiring the payment of the principal of,
premium, if any, and interest on the Notes) and to eliminate the
default provisions contained in the Indenture that relate to
such covenants and (ii) to modify the definition of the term
"Subsidiary" contained in the Indenture to exclude entities
organized in non-U.S. jurisdictions.

Specifically, the Proposed Amendments would amend the Indenture
by deleting Sections 4.02 to 4.18, inclusive, Sections 5.01 and
5.02, Sections 6.01(c), (d), (e), (f) and (i) and Sections 11.03
and 11.04 thereof.

The Proposed Amendments have been amended to delete the
reference to Section 4.14 of the Indenture (the provision
requiring the Company to make an offer to repurchase Notes at an
offer price of 101% of the outstanding principal amount of such
Notes upon occurrence of a "Change of Control" (as such term in
defined in the Indenture)).

Therefore, notwithstanding the receipt by the Company of their
Requisite Consents (as defined in the Offer to Purchase and
Consent Solicitation) and the execution and delivery of a
supplemental indenture the holders of Notes would continue to
have the benefit of Section 4.14 of the Indenture.

The Offer is limited to a maximum aggregate principal amount of
$66.5 million. If more than $66.5 million principal amount of
Notes is validly tendered and not withdrawn on or prior to the
Expiration Date (5:00 p.m., New York City time, on October 31,
2001), the Company will accept Notes on a pro rata basis from
all tendering Holders.

Any tender of Notes pursuant to the Offer will also constitute
the delivery of a consent with respect to such Notes, even if
such Notes are not accepted for purchase because the Offer is
over-subscribed.

The Company's obligations in respect of the Offer are
conditioned upon, among other things, closing of requisite
financing, receipt of requisite consents to the Proposed
Amendments and the satisfaction of other customary conditions.
The complete terms and conditions of the Offer and Solicitation
are set forth in the Offer to Purchase and Consent Solicitation
dated September 19, 2001, as amended.

Banc of America Securities LLC is the exclusive dealer manager
for the Offer and Solicitation. D.F. King & Co., Inc. is acting
as information agent for the Offer and Solicitation. The
depositary and tabulation agent for the Offer and Solicitation
is State Street Bank and Trust Company.

Questions concerning the Offer and Solicitation may be directed
to Banc of America Securities LLC, attention of Henk Bouhuys at
704/388-2842 or 888/292-0070. Copies of the Offer to Purchase
and Consent Solicitation dated September 19, 2001, as amended,
may be obtained from the information agent at 212/269-5550 or
800/207-3155.

Located in Davie, FL, Moll Industries, Inc. (a Delaware
Corporation) is a leading full service manufacturer and designer
of custom molded and assembled plastic components for a broad
variety of customers and end markets throughout North America
and Europe.

                            *  *  *

Moll Industries, Inc. incurred net losses of $14.9 million,
$32.5 million and $5.9 million for the years ended December 31,
1998, 1999 and 2000, respectively, and has a stockholder's
deficit of $60.5 million at June 30, 2001. Additionally, the
Company has negative net working capital of $4.7 million at June
30, 2001, including $10.9 million under the Revolving Loan which
is classified as current as it includes certain clauses and
lock-box requirements that cause amounts outstanding under the
Revolving Loan to be classified as short-term debt for financial
reporting purposes even though the contractual due date of the
payments would indicate the amounts are due subsequent to June
30, 2002.

The Company's Credit Facility contains certain financial and
restrictive covenants. The Company is dependent upon  
availability under the revolving loan portion of the Credit
Facility to meet working capital needs, debt service
obligations, capital expenditure needs and other cash flow
requirements during 2001. Due to underperformance of the
European divisions, management is not certain the Company will
be in compliance with certain covenants in future periods.
Accordingly, management is pursuing a refinancing of the Credit
Facility. Management is also pursuing other alternative  
financing options, including factoring certain amounts of
accounts receivable, disposition of unutilized fixed assets, and
substantial refinancing of the Company's capital structure.

In the event of default under the Credit Facility, the lenders
have the ability to demand payment of all outstanding amounts
which will have a material, adverse impact on the Company's
consolidated financial position, results of operations and cash
flows. In addition, the Subordinated Notes contain cross-default
provisions under which the Company would be in default allowing
an acceleration of amounts due.

The Company's liquidity requirements consist primarily of
working capital needs, capital expenditures, required payments
of principal and interest on borrowings under the Credit
Facility, required payments of principal and interest on the
European debt, required payments of interest on the 11.75%
Senior Notes and Subordinated Notes and principal at maturity.

The Company's Credit Facility consists of a Term Note (with an
outstanding balance of $21.5 million at June 30, 2001) and a $45
million Revolving Loan (with an outstanding balance of $10.9
million as of June 30, 2001). In January 2001, the Company
utilized $5.0 million of the availability under its revolving
loan to retire $13.5 million of its Subordinated Notes. At
August 10, 2001, availability under the Revolving Loan was $2.8
million.

The Company is required under the Credit Facility to enter into
certain interest rate protection agreements designed to fix
interest rates on variable rate debt and reduce exposure to
fluctuations in interest rates. On August 7, 2000, the Company
entered into a $50 million interest rate swap for a term of six
years, cancelable after four years at the option of the
counterparty, under which the Company will pay to the
counterparty a fixed rate of 7.08%, and the counterparty will
pay to the Company a variable rate equal to LIBOR. The
transaction involved an exchange of fixed rate payments for
variable rate payments and does not involve the exchange of the
underlying nominal value.

For the remainder of 2001, the Company has principal payments of
$4.0 million due and interest payments are expected to total
approximately $10.0 million. The Company expects capital
expenditures to approximate $1.0 million for the remainder of
2001. The capital expenditures are associated with expansion of
capacity to meet the needs of certain key customers along with
normal replacement of existing equipment. The capital  
expenditures are expected to be financed with cash from
operations, supplemented with leasing arrangements
and the Revolving Loan.


NATIONAL AIRLINES: Intends to File Reorganization Plan By Nov. 9
----------------------------------------------------------------
National Airlines, a discount carrier that has operated under
bankruptcy protection since last year, told a judge that it
expects to conclude a reorganization plan within a month,
Reuters reported.  

Attorneys for the company told a bankruptcy judge in Las Vegas
that it expects to file the plan by November 9 and hopes the
court will approve it by December 28.  National, whose major
investors include casino operator Harrah's Entertainment Inc.,
has discussed a bailout with various parties in recent months,
including billionaire Carl Icahn.

None of those talks have produced results.  

Most recently, the company said it was in talks with one or more
investors led by aircraft leasing giant International Lease
Finance Corp., a unit of American International Group Inc.

The company also said it was confident it would qualify for
federal loan guarantees being offered by the federal government
to help the ailing industry.  National said it expected to
resume its full flight schedule by year-end, after cutting
service by about 20 percent after the September 11 attacks. (ABI
World, October 11, 2001)


OWENS CORNING: Net Income Almost Doubles in Third Quarter
---------------------------------------------------------
Owens Corning (NYSE: OWC) reported financial results for the
third quarter ended September 30, 2001.

For the quarter, the company had net sales of $1.291 billion,
compared to $1.281 billion in the same period of 2000.  Income
from Operations before other charges and Chapter 11
reorganization items was $116 million in the quarter, compared
to $106 million in the third quarter of the prior year before
other charges.

Owens Corning had net income of $27 million for the third
quarter of 2001, compared to a net income of $14 million in the
prior year.  Results for the quarter in the prior year include
$26 million of pre-tax charges for restructuring and other
activities.  Results for the third quarter of 2001 include $35
million of pre-tax charges for restructuring and other
activities, $23 million of pre-tax Chapter 11-related
reorganization items and $5 million in income from asbestos-
related insurance recoveries.

For the quarter, sales were flat compared to the third quarter
in 2000. The company had some margin improvements attributable
to productivity and material deflation.

The company ended the third quarter of 2001 with approximately
$550 million in cash.  In addition, the company has availed
itself of a $500 million Debtor in Possession credit facility.

Owens Corning is a world leader in building materials systems
and composites systems. The company has annual sales of about $5
billion and employs approximately 20,000 people worldwide.  
Additional information is available on Owens Corning's Web site
at http://www.owenscorning.com or by calling the company's  
toll-free General Information line: 1-877-799-6904.

On October 5, 2000, Owens Corning and 17 United States
subsidiaries filed voluntary petitions for relief under Chapter
11 of the U. S. Bankruptcy Code in the U. S. Bankruptcy Court
for the District of Delaware.  The Debtors are currently
operating their businesses as debtors-in-possession in
accordance with provisions of the Bankruptcy Code.  

The Chapter 11 cases of the Debtors are being jointly
administered under Case No. 00-3837 (JKF). The Chapter 11 cases
do not include other U. S. subsidiaries of Owens Corning or any
of its foreign subsidiaries.  

The Debtors filed for relief under Chapter 11 to address the
growing demands on Owens Corning's cash flow resulting from its
multi-billion dollar asbestos liability.  Owens Corning is
unable to predict at this time what the treatment of creditors
and equity holders of the respective Debtors will be under any
proposed plan or plans of reorganization.

Pre-petition creditors may receive under a plan or plans less
than 100% of the face value of their claims, and the interests
of Owens Corning's equity security holders may be substantially
diluted or cancelled in whole or in part.  It is not possible at
this time to predict the outcome of the Chapter 11 cases, the
terms and provisions of any plan or plans of reorganization, or
the effect of the Chapter 11 reorganization process on the
claims of the creditors of the Debtors, or the interests of
Owens Corning's equity security holders.


PACIFIC GAS: U.S. Bank Appointed As Pollution Bond Trustee
----------------------------------------------------------
Pursuant to Bankruptcy Rule 2019(a), Keith R. Marshall, a Vice
President of U.S. Bank Trust National Association (f/k/a First
Trust of California, National Association), has submitted to the
Court a Verified Statement on behalf of U.S. Bank Trust. The
Statement says:

       (1) U.S. Bank Trust is the duly appointed, qualified and
acting trustee (the "Trustee") with respect to the following
bonds:

* The California Pollution Control Financing Authority Pollution
  Control Revenue Bonds (Pacific Gas and Electric Company) 1993
  Series A, in the original principal amount of $60,000,000
  issued pursuant to that certain Indenture dated July 1, 1993
  (the "1993 A Indenture") among U.S. Bank Trust National
  Association, as Trustee and the California Pollution Control
  Finance Authority (the CPCFA).

* The California Pollution Control Financing Authority Pollution
  Control Revenue Bonds (Pacific Gas and Electric Company) 1993
  Series B, in the original principal amount of $200,000,000
  issued pursuant to that certain Indenture dated November 1,
  1993 (the "1993 B Indenture") among U.S. Bank Trust National
  Association, as Trustee and the California Pollution Control
  Finance Authority.

* The California Pollution Control Financing Authority Pollution
  Control Revenue Bonds (Pacific Gas and Electric Company) 1992
  Series B, in the original principal amount of $50,000,000
  issued pursuant to that certain Indenture dated December 1,
  1992 (the "1992 Indenture") among U.S. Bank Trust National
  Association, as Trustee and the California Pollution Control
  Finance Authority.

* The Southern San Joaquin Valley Power Authority Transmission
  Capacity Revenue Bonds, Series 1991 in the original principal
  amount of $15,000,000 issued pursuant to that certain
  Indenture dated November 1, 1991 (the "San Joaquin Indenture")
  among U.S. Bank Trust National Association, as Trustee and The
  Southern San Joaquin Valley Power Authority.

       (2) U.S. Bank Trust, as Trustee under each of the
Indentures, is acting in this case on behalf of the holders of
the Bonds issued under each of the Indentures. The Bonds under
each Indenture are widely held, and a list of the Bondholders
will be provided upon request or to the extent ordered by the
Bankruptcy
Court.

       (3) Contemporaneously with the issuance of each of the
1992 Indenture, the 1993 A Indenture and the 1993 B Indenture,
the CPCFA and Pacific Gas and Electric Company entered into
separate loan agreements (each a "CPCFA Loan Agreement") whereby
the CPCFA loaned the proceeds from the issuance of the Bonds
under each respective Indenture to PG&E. To discharge its
obligations under each of the CPCFA Loan Agreements, PG&E (i)
agreed to make all necessary payments of the corresponding Bonds
and (ii) transferred certain of PG&E's Mortgage Bonds to U.S.
Bank Trust, as Trustee, at the direction of the CPCFA. To the
extent necessary, the CPCFA also assigned all of its interest in
the Mortgage Bonds to U.S. Bank Trust, as Trustee, to secure
repayment of the Bonds issued under the corresponding Indenture.
The Mortgage Bonds are secured by a lien on a substantial
portion of PG&E's assets. On July 8, 1997, PG&E and San Joaquin
Valley Power Authority entered into an Agreement ("the San
Joaquin Agreement") whereby PG&E agreed to, among other things,
make all the payments of principal and interest on the Bonds
issued pursuant to the San Joaquin Indenture.

       (4) The claim amounts under each of the Indentures as of
April 6, 2001 is as follows:

Indenture             Principal    Prepetition  Fees and other
                       Amount       Interest     Charges
---------             ---------    -----------  --------------
1992 Indenture        $ 50,000,000 $0           to be determined
1993 A Indenture      $ 60,000,000 $0           to be determined
1993 B Indenture      $200,000,000 $0           to be determined
San Joaquin Indenture $ 12,500,000 $336,986.88  to be determined

To the extent that the Mortgage Bonds are oversecured, the
Trustee also may have a claim for postpetition interest on the
Mortgage Bonds.

U.S. Bank Trust, as Trustee, has a claim for fees and expenses
under each of the Indentures, including claims for reimbursement
of the fees of professionals retained by U.S. Bank Trust as
Trustee.

       (5) The terms of U.S. Bank Trust's employment, as
Trustee, are set forth in each of the Indentures.

(Note: Pursuant to the terms of a Stipulation and Order dated as
of July 24, 2001, the Trustee applied funds held in reserve
pursuant to the terms of the San Joaquin Indenture to pay
outstanding interest. The Trustee asserts that the amounts held
by the Trustee in reserve under the San Joaquin Indenture are
not property of the estate. If such amounts are property of the
estate, the Trustee asserts that it has a secured claim to the
extent of the funds held in reserve.) (Pacific Gas Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    


PACIFIC GAS: Critics Say Plan Attempts to Dodge Regulators
----------------------------------------------------------
Pacific Gas & Electric Corp.'s plan to reorganize its bankrupt
Pacific Gas & Electric unit is coming under fire as a bid to
dodge state regulation, reported Reuters yesterday.  

Critics said that with California beginning to emerge from a
two-year energy crisis triggered by a failed deregulation law
that drowned the state's utilities, now is no time to abandon
state oversight.  

The reorganization plan would split the parent company and its
utility into stand-alone companies, transferring the hydro
network, Diablo Canyon nuclear power plant and gas and electric
transmission systems to unregulated units of parent PG&E.  

The utility would continue to own and operate local gas and
power distribution grids serving about 13 million customers.

The plan would allow all valid creditor claims to be paid
without the need for a rate increase or state bailout, said Bob
Glynn, chairman, president and chief executive of PG&E.  It
would provide creditors with about $9.1 billion in cash and $4.1
billion in notes.  

One of the concerns arising from the plan is how PG&E would
continue to manage its hydroelectric properties, which make up
the world's largest privately held hydropower system. Elected
officials from 28 counties in PG&E's hydro watershed in central
and northern California held a meeting late last week to weigh
actions on the reorganization plan. (ABI World, October 11,
2001)  


PILLOWTEX CORP: Taps Colliers Keenan For Brokering Services
-----------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates seek the Court's
authority to employ and retain Colliers Keenan Goldsmith as
their exclusive real estate agent and broker for the purposes of
marketing and selling or leasing their property located at 1312
Old Stage Road in Mauldin, South Carolina.

Michael G. Wilson, Esq., at Morris, Nichols, Arsht & Tunnell,
relates Beacon Manufacturing Company, one of the debtors, owns a
746,000-square foot industrial building on approximately 31.9
acres of land located at 1312 Old Stage Road in Mauldin, South
Carolina.  Until recently, Mr. Wilson says, Beacon had been
using the Mauldin Property as a warehouse to store inventory
used in connection with its blanket manufacturing business.

But now that their blanket business has been sold, the Debtors
find themselves with an excess of inventory space.  So the
Debtors decided that it would be in the best interests of their
estates and creditors to sell or lease the Mauldin Property.
That's why, Mr. Wilson explains, the Debtors want to hire
Colliers Keenan to market and identify prospective purchasers or
lessees for the Mauldin Property.

According to Mr. Wilson, the Debtors propose to employ Colliers
Keenan as listing agent and real estate broker in accordance
with an Exclusive Right to Sell Agreement.

Mr. Wilson informs the Court that Colliers Keenan is well-suited
to be the Debtors' real estate agent because: (1) the firm is
familiar with the Debtors and the Mauldin Property, and (2) is
well-qualified to provide the services required by the Debtors.
The Debtors, Mr. Wilson explains, previously engaged Colliers
Keenan to market and sell the Mauldin Property.  But the work
was ceased with the filing of these Chapter 11 cases.  Now, the
Debtors want the Colliers Keenan's work to continue.

The Debtors anticipate that Colliers Keenan will render real
estate agency and brokerage services by:

    (a) advertising the Mauldin Property through promotional and
        marketing activities, including placing the Mauldin
        Property in various commercial property marketing
        networks;

    (b) making the Mauldin Property known to, and solicit the
        active cooperation of, other real estate brokers who
        specialize in dealing with similar properties;

    (c) investigating all inquiries or offers with respect to
        the Mauldin Property that are received by, or directed
        to, Colliers Keenan;

    (d) negotiating a sale or lease of the Mauldin Property; and

    (e) taking such further reasonable steps as, in Colliers
        Keenan's judgment, will enhance the prospective sale or
        lease of the Mauldin Property.

Subject to the Court's approval, William E. Streyer, president
of Colliers Keenan Goldsmith, says they intend to charge a
commission upon any transaction, except for any leasing
transaction with the purchaser of the Debtors' blanket division
assets, that includes either:

    (a) the lease of all or a portion of the Mauldin Property,
        or

    (b) the sale of the Mauldin Property, regardless of whether
        such sale or lease is arranged by Colliers Keenan.

Mr. Streyer notes the Engagement Agreement provides for a 4%
commission based upon the total consideration received by the
Debtors.

Mr. Wilson further explains that if all or a portion of the
Mauldin Property is leased, the commission will be calculated
according to the aggregate rent to be paid during the term of
the lease.  Similarly, Mr. Wilson relates, if the Mauldin
Property is sold, the commission shall be based upon the gross
sale, exchange or transfer of value for the Mauldin Property.

Mr. Streyer informs Judge Robinson that the Debtors have made no
payments to Colliers Keenan during the year immediately
preceding the Petition Date.

According to Mr. Wilson, the Debtors propose that Colliers
Keenan be paid its commission in accordance with the Engagement
Agreement at the time such commission becomes due and without
further order of the Court.  This suggestion is prompted due to
the nature of Colliers Keenan's services and the fact that
Colliers Keenan will not be compensated unless and until a
transaction involving the Mauldin Property is consummated
pursuant to an order of this Court, Mr. Wilson explains.

Mr. Streyer assures Judge Robinson that none of the Colliers
Keenan Companies has any connection with the Debtors, their
creditors, the U.S. Trustee or any other party with an actual or
potential interest in these chapter 11 cases or their respective
attorneys or accountants, except:

    (a) The Colliers Keenan Companies are not employed by, and
        have not been employed by, any entity other than the
        Debtors in matters related to these chapter 11 cases.

    (b) Prior to the Petition Date, Colliers Keenan performed
        certain professional services for the Debtors.  The
        Debtors do not owe Colliers Keenan any amount for
        services performed prior to the Petition Date.

    (c) From time to time, the Colliers Keenan Companies have
        provided services, and likely will continue to provide
        services, to certain creditors of the Debtors and
        various other parties adverse to the Debtors in matters
        unrelated to these chapter 11 cases.

    (d) The Colliers Keenan Companies provide services in
        connection with numerous cases, proceedings and
        transactions unrelated to these chapter 11 cases.  These
        unrelated matters involve numerous attorneys, financial
        advisors and creditors, some of which may be claimants
        or parties with actual or potential interests in these
        cases or may represent such parties.

    (e) Personnel employed by the Colliers Keenan Companies may
        have business associations with certain creditors of the
        Debtors unrelated to these chapter 11 cases. In
        addition, in the ordinary course of its businesses, the
        Colliers Keenan Companies may engage counsel or other
        professionals in unrelated matters who now represent, or
        who may in the future represent, creditors or other
        interested parties in these cases.

    (f) The Colliers Keenan Companies have more than 120
        employees. It is possible that certain employees of the
        Colliers Keenan Companies hold interests in mutual funds
        or other investment vehicles that may own securities of
        the Debtors.

But because the Debtors are a large enterprise with thousands of
creditors and other relationships, Mr. Streyer admits, Colliers
Keenan cannot state with certainty that every client
representation has been disclosed.  Thus, if the firm discovers
additional information that requires disclosure, Mr. Streyer
assures Judge Robinson that they will file a supplemental
disclosure with the Court as promptly as possible.

"I believe (Colliers Keenan) is a 'disinterested person', as
defined in section 101(14) of the Bankruptcy Code and as
required by section 327(a) of the Bankruptcy Code," Mr. Streyer
affirms. (Pillowtex Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


POLAROID CORP: Shares Halted After Bankruptcy Filing Report
-----------------------------------------------------------
Trading in shares of instant-image company Polaroid Corp. was
halted Thursday following a report that filing for bankruptcy
protection was imminent, according to the Associated Press.

Such a filing was widely expected by analysts and investors.  

The Wall Street Journal, citing people familiar with the matter,
reported that a chapter 11 filing could come as early as Friday.  

In July, the company said it would miss payments to bondholders
and explore strategic options, including a sale of the company.
Because of the missed payments, bondholders could force the
company into involuntary bankruptcy.

Polaroid spokesman Skip Colcord said he couldn't comment on
whether the trading halt came at Polaroid's request and declined
to comment on the possible bankruptcy filing.  Colcord
acknowledged that the company's business has slowed since the
World Trade Center attacks. (ABI World, October 11, 2001)


POLAROID CORP: Files Chapter 11 Petition in Delaware
----------------------------------------------------
Polaroid Corporation (NYSE: PRD) announced that, following this
year's steep decline in its revenues and the resulting impact on
its liquidity, the company and its U.S. subsidiaries have filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code.  

The filings were made in the U.S. Bankruptcy Court in
Wilmington, Delaware.  Polaroid intends to use the Chapter 11
process to restructure its business operations and finances.

Polaroid is open and conducting business in the U.S. and
elsewhere around the world.  Polaroid's non-U.S. subsidiaries,
including those in Europe, Asia and Japan, are not part of the
filing.

In order to address immediate liquidity concerns created by the
dramatic shortfall in revenue, Polaroid has obtained a
commitment for $50 million in debtor-in-possession financing
from a bank group led by J.P. Morgan Chase & Co.  

Upon court approval, which is expected shortly, $40 million of
these funds will be available immediately on an interim basis to
supplement the company's existing cash flow and help Polaroid
fulfill obligations associated with operating its business,
including payment to suppliers, vendors and other business
partners for goods and services provided on or after today's
filing. The full $50 million commitment is subject to final
court approval and other conditions.

Polaroid intends to continue to manufacture, market and
distribute its core instant imaging products and to provide
customer service and support for these products.  Employees are
being paid in the usual manner and their medical, dental and
life insurance benefits are expected to continue unchanged.

Polaroid also announced that the company and its lenders have
agreed to accelerate and intensify its exploration of a possible
sale of all or parts of the company.  Polaroid believes that
such a sale would be in the best interests of all
constituencies, including employees.  As previously announced,
Polaroid has retained financial advisors to assist with this
process.

Additionally, in light of its reduced revenue base and the
uncertain economic outlook, the company has initiated a thorough
evaluation of all aspects of its business operations with the
objective of achieving significant cost savings beyond those
already provided by the company's previously announced
restructuring activities.  This process will result in the
disposition or elimination of non-core products and businesses,
additional asset sales, facility closings, and a further
reduction in personnel.

Gary T. DiCamillo, chairman and chief executive officer, said,
"After a thorough analysis of Polaroid's financial condition and
the rapidly changing outlook in our key markets, the board of
directors and senior management concluded that [Fri]day's court
filings by our U.S. operations were both prudent and necessary.  
Despite our best efforts to stabilize revenue, reduce costs and
maximize cash flow, the company's financial condition
deteriorated further in recent weeks.

"Filing for Chapter 11 at this time allows Polaroid to enhance
its liquidity by supplementing cash flow from operations with
$50 million in new financing.  It also allows us to initiate a
formal process in which to intensify our exploration of
strategic alternatives and work with our creditors to develop a
plan to resolve their financial claims.

"From an operational standpoint," DiCamillo continued, "we
intend to continue shipments of our core instant imaging
products to customers as normal and meet our post-petition
obligations to suppliers, vendors and other business partners.  
We will also continue to pursue opportunities to maximize the
potential of our Opal and Onyx instant digital printing
technologies."

In conjunction with Friday's court proceedings, Polaroid expects
to file a variety of "first day motions" to support its
employees, customers and suppliers.  These include motions
seeking court permission to: continue payments for employee
payroll and health benefits; honor existing warranties; obtain
interim financing authority and maintain cash management
programs; and retain legal, financial, and other professionals
to support the company's reorganization.  

In accordance with applicable law and court orders, suppliers
who provided goods or services to Polaroid or its U.S.
subsidiaries before today's filing may have pre-petition claims,
which will be frozen pending court authorization of payment or
consummation of a plan of reorganization.

William L. Flaherty, executive vice president and chief
financial officer, said, "Polaroid made significant progress
over the last year toward reducing costs through restructuring,
improving working capital, consolidating manufacturing, reducing
capital spending and selling non-core assets. However, it is
evident that with the company's substantially reduced revenue
stream, additional steps must be taken during the reorganization
process to improve the viability of the core instant imaging
business, optimize the sale process and maximize the value of
the enterprise."

Polaroid Corporation is the worldwide leader in instant imaging.  
Polaroid supplies instant photographic cameras and films;
digital imaging hardware, software and media; secure
identification systems; and sunglasses to markets worldwide.  
Additional information about Polaroid's reorganization is
available on the company's web site at www.Polaroid.com or, in
the U.S., by calling its new toll-free information hotline: 1-
800-386-0145.

"Polaroid" is a registered trademark of Polaroid Corporation,
Cambridge, Massachusetts 02139.


POLAROID CORP: Case Summary & 50 Largest Unsecured Creditors
------------------------------------------------------------
Debtor entities filing separate chapter 11 petitions:

Case No.  Debtor Entity
--------  -------------
01-10864  Polaroid Corporation
01-10865  Inner City, Inc
01-10866  Polaroid Asia Pacific Limited
01-10867  Polaroid Latin America Corporation
01-10868  Polaroid Digital Solutions, Inc.
01-10869  Polaroid Eyewear, Inc.
01-10870  Polaroid ID Systems, Inc. (fka NBS Imaging Systems
01-10871  Polaroid Malaysia Limited
01-10872  PRD Capital, Inc.
01-10874  PRD Investment, Inc.
01-10875  International Polaroid Corporation
01-10876  Mag-Media Limited
01-10877  PMC, Inc.
01-10878  Polaroid Asia Pacific International, Inc.
01-10879  Polaroid Dry Imaging, LLC
01-10881  Polaroid Eyewear FarEast, Inc.
01-10882  Polaroid Memorial Drive, LLC
01-10883  Sub Debt Partners Corp.
01-10884  Polaroid Online Services, Inc.
01-10885  Polaroid Partners, Inc.
01-10886  Polint, Inc.

Petition Date: October 12, 2001

U.S. Bankruptcy Court: United States Bankruptcy Court
                        District of Delaware
                        824 Market Street, 5th Floor
                        Wilmington, DE 19801
                        Telephone (302) 252-2900

Judge: The Honorable Peter J. Walsh

Debtors' Counsel:   David S. Kurtz, Esq.
                    Timothy P. Olson, Esq.
                    Eric W. Kaup, Esq.
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                    333 West Wacker Drive
                    Chicago, Illinois 60606-1285
                    Telephone (312) 407-0700
                    Fax (312) 407-0411

                            - and -

                    Gregg M. Galardi, Esq.
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP
                    One Rodney Square
                    P.O. Box 636
                    Wilmington, Delaware 19899-0636
                    Telephone (302) 651-3000
                    Fax (302) 651-3001

Debtors' Foreign
Representatives:    Evan D. Flaschen, Esq
                    Anthony J. Smits, Esq.
                    BINGHAM DANA LLP
                    One State Street
                    Hartford, Connecticut 06103-3178
                    Telephone (860) 240-2700
                    Fax (860) 240-2800

U.S. Trustee:       Patricia A. Staiano
                    United States Trustee for Region 3
                    844 King Street, Suite 2313
                    Lockbox 35
                    Wilmington, Delaware 19801-3519
                    Telephone (302) 573-6491
                    Fax (302) 573-6497

List of Debtors' 50 Largest Unsecured Creditors

Creditor                           Nature of Claim  Claim Amount
--------                           ---------------  ------------
State Street Bank & Trust Co.      Public debt      $275,000,000
as Indenture Trustee for
11-1/2% Notes due 2006,
issued by Polaroid Corporation
Attention John G. Correia
Corporate Trust Department
2 Avenue De LaFayette, 6th Floor
Boston, MA 02111-1724
      Telephone 617-662-1682
      Fax 617-662-1465

State Street Bank and Trust Co.    Public debt      $150,000,000
as Indenture Trustee for
7-1/4% Notes due 2007,
issued by Polaroid Corporation
Attention John G. Correia
Corporate Trust Department
2 Avenue De LaFayette, 6th Floor
Boston, MA 02111-1724
      Telephone 617-662-1682
      Fax 617-662-1465

State Street Bank and Trust Co.    Public debt      $150,000,000
as Indenture Trustee for
6-3/4% Notes due 2002,
issued by Polaroid Corporation
Corporate Trust Department
Attention John G. Correia
2 Avenue De LaFayette, 6th Floor
Boston, MA 02111-1724
      Telephone 617-662-1682
      Fax 617-662-1465

Enron Energy Services              Trade              $3,301,946
Attention Paul Williams
1400 Smith Street
Houston, TX 77002
      Telephone 800-356-9122
      Fax 713-853-3129

Tad Resources International Inc    Trade              $2,356,704
Attention Jamie Parker
P.O. Box 360161m
Pittsburgh, PA 15250
      Telephone 716-546-1660
      Fax 716-546-1617

Dupont Teijin Films US LP          Trade              $2,197,390
Attention Robert Cowley
Lancaster Pike & Rte 141
Wilmington, DE 19880-0027
      Telephone 302-992-2808
      Fax 302-992-6994

Mid-West Automation Systems Inc    Trade              $2,000,000
Attention Ed Sneddon
1400 Busch Parkway
Buffalo Grove, IL 60089-4541
      Telephone 847-541-7757
      Fax 847-541-7758

ISP Technologies Inc               Trade              $1,917,151
Attention Stephen R Olsen
P. O. Box 65297
Charlotte, NC 28265
      Telephone 973-628-3368
      Fax 973-628-3594

Supercam Data Inc                  Trade              $1,384,570
Attention WM Choi
9 Hoi Shing Road
Tsuen Wan, HONG KONG
      Telephone 818-735-0677
      Fax 011-852-24995450

Leo Burnett Company Inc            Trade              $1,300,026
Attention Alan Roehl
P. O. Box 91451
Chicago, IL 60693
     Telephone 312-220-5234
     Fax 312-220-3299

Rexam Custom (EDI)                 Trade              $1,089,160
Attention Steve K Polston
P. O. Box 75198
Charlotte, NC 28275
      Telephone 704-551-1500
      Fax 704-551-1572

RJR Packaging Inc                  Trade                $927,037
Attention U. W. (Ric) Engels
P. O. Box 75005
Charlotte, NC 28275
      Telephone 336-741-2718
      Fax 336-741-5440

Rock-Tenn Co Inc                   Trade                $828,479
Attention Scott R. Swan
P. O. Box 102064
Atlanta, GA 30368-0001
      Telephone 770-448-2193
      Fax 770-448-2193

Concord Camera HK Limited          Trade                $816,255
Attention Ira B. Lampert
98 Texaco Road Tsuen Wan
Tsuen Wan, HONG KONG
      Telephone 954-331-4200
      Fax 954-981-3119

Rexam Graphics                     Trade                $785,743
Attention Steve K Polston
P. 0. Box 751434
Charlotte, NC 28275
    - and -
P.O. Box 75198
Charlotte, NC 28275
      Telephone 704-551-1500
      Fax  704-551-1572

Xirlink Inc                        Trade                $714,465
Attention Matt Brown
2210 Otoole Ave
P.O. Box 2210
San Jose, CA 95131
      Telephone 401-783-3646
      Fax 401-783-3656

Mid-West                           Trade                $673,114
Attention Dave Mancini
P. O. Box 60662
Saint Louis, MO 63160
      Telephone 781-273-0090

Holland Mark                       Trade                $466,785
Attention Erick Soderstrom
312 Stuart Street
Boston, MA 02116
      Telephone 617-960-3732
      Fax 617-960-3675

Eastman Kodak Co                   Trade                $506,009
Attention Thomas J. Mooney
P. O. Box 642166
Pittsburgh, PA 15264
    - and -
2400 Mt Read Blvd
Rochester, NY 14650-0001
      Telephone 716-588-4814

Markson Rosenthal & Co Inc         Trade                $461,100
Attention Michael Rosenthal
P. 0. Box 1959
Passaic, NJ 07056
       Telephone 201-569-8811
      Fax 201-569-9669

New England Wooden Ware Corp       Trade                $431,346
Attention Ray Gougen
P. O. Box 6101
Worcester, MA 01606
      Telephone 508-867-5460

Eastman Chemical Financial Corp    Trade                $354,875
Attention Jeff Needham
P. O. Box 641555
Pittsburgh, PA 15264-1555
      Telephone 423-229-6609
      Fax 423-226-0247

Office Products N A                Trade                $346,850
Attention Galen Wong
P. O. Box 96672
Chicago, IL 60693
      Telephone 714-674-6240
      Fax 714-674-6902

Bay State Temp Agency Inc          Trade                $342,059
Attention M. Kahan
P.O. Box 255933
Dorchester, MA 02125
      Telephone 617-825-8721
      Fax 617-825-8649

Fuji Photo Film Co Ltd             Trade                $332,252
Attention Hironao Fujii
26 30 Nishiazabu 2 Chome Minato Ku
Tokyo 1068620 JAPAN
      Telephone 011-81-334062445
      Fax 011-81-3-3406-2780

Minton Optic Industry Co Ltd       Trade                $328,680
Attention Jonmy Cheng
Grand Central Station
P. O. Box 4144
New York, NY 10163
      Telephone 011-886-2-82265333
      Fax 011-886-2-22272500

McKinsey & Company, Inc.           Trade                $315,000
Attention John Welsh
P. O. Box 7247-7255
Philadelphia, PA 19170-7255
    - and -
75 Park Plaza
Boston, MA 02116-3934
      Telephone 617-753-2031
      Fax 617-753-2313

Premier Image Technology Corp      Trade                $306,650
Attention Jerry Chang
6f No 123 Sec 1 Nei-hu Road
Nei Hu Taipei, TAIWAN
      Telephone 011-886227996110

Fraser Engineering Co Inc          Trade                $294,594
Attention Lester Fraser
63 Court Street
P. O. Box 9142
Newton, MA 02460
      Telephone 617-332-3700
      Fax 617-332-5706

DVC Group Inc                      Trade                $284,025
Attention Lois Marks
44 Whippany Rd
Morristown, NJ 07960
      Telephone 973-775-6260
      Fax 973-775-6701

Whalley Computer Associates Inc    Trade                $278,711
Attention Paul Whalley
P. O. Box 4950
Springfield, MA 01101
      Telephone 413-569-4240
      Fax 413-569-4320

Mancini Sheet Metal Inc            Trade                $263,775
Attention David Mancini
9 Innis Drive
P. O. Box 541
Billerica, MA 01821-2604
      Telephone 781-273-0090
      Fax 978-667-6061

Siemens Business Services Inc      Trade                $262,129
Attention Patricia Cockey
P.O. Box 7777-w501879
Philadelphia, PA 19175
      Telephone 781-830-2206
      Fax 781-575-8407

SFX Entertainment                  Trade                $250,000
Attention Heather Johnson
220 W 42nd St
New York, NY 10022
      Telephone 917-421-5663
      Fax 917-421-5620

The Rogers Company                 Trade                $242,017
Attention Jeff Blackwell
P. O. Box 931759
Cleveland, OH 44193
      Telephone 800-544-3880
      Fax 440-951-0793

Information Resources Inc          Trade                $232,537
Attention Scott Butterfield
P. O. Box 71156
Chicago, IL 60694-1156
      Telephone 718-672-4314
      Fax 718-890-6267

Porter/Novelli Inc                 Trade                $228,099
Attention Lisa Rosenberg
P.O. Box 19017
Newark, NJ 07195-0017
      Telephone 212-601-8050
      Fax 212-601-8101

Safety-Kleen (NE)                  Trade                $226,032
Attention Danny Stubbs
221 Sutton St
North Andover, MA 01845-1639
      Telephone 508-697-4648
      Fax 508-279-1452

Rexam Graphics                     Trade                $218,304
Attention Steve K Polston
P. O. Box 751434
Charlotte, NC 28275
    - and -
P.O. Box 75198
Charlotte, NC 28275
      Telephone 704-551-1500
      Fax 704-551-1572

PPG Industries Inc                 Trade                $215,002
Attention Fred Lint
P.O. Box 360175m
Pittsburgh, PA 15251
      Telephone 610-344-0345
      Fax 610-344-7365

Plastics Color & Compounding Inc   Trade                $215,002
Attention Raymond Lachapelle
P.O. Box 8500-50810
Philadelphia, PA 19178-0001
      Telephone 732-846-4222
      Fax 732-846-9545

Atlantek Inc                       Trade                $214,636
Attention Paul Follett
10 High St
Wakefield, RI 02879-3144
      Telephone 401-783-5700 X111
      Fax 401-783-9881

Sigma Systems Inc                  Trade                $210,532
Attention Tammy Welton
810 Boston Turnpike
Shrewsbury, MA 01545
      Telephone 508-892-4200 x51
      Fax 508-842-1565

Hazardous Abatement Services       Trade                $208,392
Attention Jim Walters
P.O. Box 512
Hull, MA 02045
      Telephone 781-925-4882
      Fax 781-925-4803

Tocco                              Trade                $208,392
Attention John Tucci
29 Cook Street
Billerica, MA 01821
      Telephone 978-663-0292
      Fax 978-663-9366

Westvaco Corp                      Trade                $206,278
Attention John Mccooney
P. O. Box 8500 S4860
Philadelphia, PA 19178-0001
     Telephone 413-736-7211
     Fax 413-787-9623
    - and -
Memorial Industrial Park
P. 0. Box 1675
Springfield, MA 01101
      Telephone 413-787-9611
      Fax 413-787-9625

Pretec Electronics                 Trade                $199,400
Attention Gordon Yu
40979 Encyclopedia Circle
Fremont, CA 94538
      Telephone 510-440-0535
      Fax  510-040-0534

Vertalis LLC                       Trade                $198,039
Attention Shiv Verma
24 Peterson Road
Natick, MA 01760-1424
      Telephone 508-656-6996
      Fax 508-650-9720

National Retail Services           Trade                $197,169
Attention Lawrence Chapman
P. 0. Box 5738
Hartford, CT 06102-5738
      Telephone 203-790-1644
      Fax 203-744-7328

BBI Marketing Services Inc         Trade                $194,315
Attention Jason Brown
P. O. Box 945636
Atlanta, GA 30394
      Telephone 925-327-2013
      Fax 925-820-1905

Executive Destinations Inc         Trade                $193,750
Attention Peter Conden
420 Bedford Street
Lexington, MA 02420-15228
      Telephone 781-860-0878
      Fax 781-860-0872

(Source: Polaroid Bankruptcy News, Issue No. 1; published by
Bankruptcy Creditors' Service, Inc., Telephone 609-392-0900
Fax 609-392-0040.  Pick-up a free copy of the first issue of
Polaroid Bankruptcy News at http://www.bankrupt.com/polaroid.txt)


PSINET INC: Seeks Extension of Plan Filing Period to February 20
----------------------------------------------------------------
In the motion, PSINet, Inc. seeks, pursuant to 11 U.S.C. Sec.
1121(d), an extension of their (i) exclusive period within which
to file a plan of reorganization through and including February
20, 2002 and (ii) exclusive period within which to solicit
acceptances of any such plan through and including April 22,
2002, without prejudice to their right to seek further
extensions of the Exclusive Periods.  

PSINet advises that Committee supports this request.

The Debtors are convinced that ample cause exists for the
proposed extension of periods.  In this regard, PSINet draws the
Court's attention to factors that Courts consider in determining
whether cause exists to extend a debtor's exclusive periods,
including but not limited to:

(1) the size and complexity of the case;

(2) the existence of good faith progress towards reorganization;

(3) whether the debtors is seeking to extend the exclusivity to
    pressure creditors to accede to the debtor's reorganization;

(4) the existence of an unresolved contingency and the need to
    resolve claims that may have a substantial effect on a plan;

(5) whether the debtor is paying its bills as they come due.

The Debtors submit that these factors weigh in favor of an
extension of the Exclusive Periods in the PSINet cases.

The Debtors believe that the size and complexity of the PSINet
cases favor the requested extension of exclusive periods.
Specifically, the jointly administered cases involve 26 separate
debtors with several thousand creditors and approximately $4.3
billion in estimated indebtedness. The Debtors also operate non-
debtor subsidiaries in numerous countries around the world.

The Debtors summarize and report on the myriad of issues that
PSINet personnel and outside advisors were consumed with during
the first 120 days of the Chapter 11 case, and the progress
toward reorganization that has been made:

(A) The various issues dealt with during the first 120 days of
    the case include, but are not limited to:

     (1)  stabilizing business operations;

     (2)  marketing both businesses in the U.S. and foreign
          operation for potential sale to third-parties;

     (3)  obtaining approval for the sale of certain foreign
          businesses and non-core assets;

     (4)  analyzing potential foreign insolvency proceedings;

     (5)  formulating a stand-alone business plan which could
          form the basis for a stand-alone Chapter 11 plan;

     (6)  evaluating IRUs and other third-party
          contracts/agreements to determine whether to assume or
          reject;

     (7)  preparing schedules and statements of financial
          affairs;

     (8)  commencing numerous adversary proceedings seeking to
          recharacterize certain equipment leases and IRUs as
          financing agreements and not "true leases";

     (9)  negotiating with counsel to plaintiffs in the 23
          consolidated securities' actions currently pending
          against the Debtors and certain of their
          officers/directors;

     (10) preparing and filing PSINet's wholly-owned subsidiary,
          Holdings;

     (11) negotiating the sale of stock of certain non-debtor
          subsidiaries of Holdings;

     (12) various litigation and threatened litigation matters;
          and

     (13) Responding to a multitude of inquiries made by the
          U.S. Trustee, and the Committee, as well as the
          Debtors' creditors, landlords, and other parties in
          interest.
(B) The Debtors draw Judge Gerber's attention to the progress
    made toward reorganization as follows:

   (1) Gaining Support and Confidence of the Creditor Body

       - Since the latter part of 2000, the Debtors, together
         with their professionals, have been engaged in
         developing an effective restructuring strategy. The
         Debtors explored a number of different reorganization
         alternatives including different asset dispositions
         and stand-alone approaches.

       - Since the Petition Date, the Debtors have been
         diligently pursuing a dual tracked approach by
         marketing their businesses for sale while
         simultaneously developing and analyzing a stand-alone
         business plan which could serve as the basis for a plan
         of reorganization. The Debtors are still in the midst
         of their marketing process and may, within the upcoming
         months, be in a position to determine whether a
         potential sale of their businesses or a stand-alone
         reorganization is in the best interest of these Chapter
         11 estates.

  (2) Approved Asset Sales

      The Debtors have estimated that they have received or will
      receive approximately $25 million from the sale of various
      businesses and assets already approved by this Court -
      sales of their Hong Kong, Chilean and Panamanian
      businesses, as well as certain real property located in
      Austin, Texas. The Debtors also entered into a transaction
      relating to their dial-up businesses which may net value
      to the estate ranging from $0 to millions of dollars. (At
      the time of the motion, the sale of the Canadian Companies
      to Telus was not yet authorized.)

  (3) Other Chapter 11 Events such as approval of:

         * Expedited Procedure for the Rejection of Executory
           Contracts and Unexpired Leases and Abandonment of
           Personal Property.

         * a cross-border protocol.

         * assumption of certain employment contracts with
           senior management.

         * a retention & severance plan for non-senior
           management employees.

         * the sale of assets with a book value of no greater
           than $100,000 without further Court approval and of
           assets having a market value of greater than $100,000
           but less than $500,000 upon notice to certain parties
           and without objection.

         * sale of certain publicly traded securities.

         * Omnibus Procedures for Notice and Settlement of
           Certain Disputes that grants the Debtors limited
           authority to settle certain claims.

  (4) Filing of Schedules and Statement of Financial Affairs

  (5) Inquiries From Creditors and Other Parties In Interest

In addition, the Debtors say that they are not seeking to extend
the Exclusive Periods to pressure creditors to accede to any
reorganization demands and the Debtors are paying their debts as
they come due.  Further, there is no harm in granting the
requested extensions because extending the Exclusive Periods in
these cases will not prejudice the legitimate interests of any
creditor or equity security bolder and will afford the parties
the opportunity to pursue to fruition the beneficial objectives
of a consensual plan of reorganization, the Debtors represent.

The Debtors submit that they should be afforded a full and fair
opportunity to negotiate, propose and seek acceptances of a
Chapter 11 plan of reorganization, and their request for an
extension of the Exclusive Periods should be granted.

Judge Gerber will convene a hearing on October 24, 2001 at 9:45
a.m., prevailing eastern time, to consider the Debtors' Motion.
In a Bridge Order entered ex parte at the Debtors' behest, Judge
Gerber extended the exclusive period through the conclusion of
the Hearing and any adjournments. (PSINet Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)     


PURINA MILLS: Now Part of Land O'Lakes' Consolidated Business
-------------------------------------------------------------
Land O'Lakes, Inc., completed its acquisition of Purina Mills,
Inc. (Nasdaq: PMIL), at the cash price of $23 per share of
Purina Mills stock.  Purina Mills will now become part of the
consolidated business operated by Land O'Lakes Farmland Feed
LLC.

Land O'Lakes President and Chief Executive Officer Jack Gherty
said the acquisition addresses ongoing feed industry trends.

"Through this acquisition, we are building the economies of
scale and critical mass necessary to compete in the
consolidating feed industry," Gherty explained.  "By bringing
Purina Mills into our system, we are creating a national feed
organization that is extremely well-positioned to succeed long-
term and deliver increasing value to customers and owners."

The combined organization's annual feed sales are expected to
total approximately 2.5 billion dollars.

Gherty said that under the new structure, Land O'Lakes Farmland
Feed and Purina Mills dealers will be served through separate,
brand-dedicated sales and marketing groups, with the expanded
organization delivering additional value through increased
efficiency in such areas as production, distribution and
research and development.

Land O'Lakes Farmland Feed President Bob DeGregorio, who will
lead the combined company, said the two organizations represent
a very positive, strategic fit.

"The acquisition brings together complementary geography and
product lines, and unites two organizations and brands that
share a high level of customer recognition and a proven record
of quality and service," DeGregorio said.  "As we work to build
upon that record, we will focus on making the transition to the
new organization as seamless as possible.  We expect very little
change at the dealer and customer levels."

Purina Mills, Inc. stockholders will be contacted in writing by
Wells Fargo, the transfer agent for Purina Mills, with regard to
obtaining their cash payment for their common equity shares.

Land O'Lakes --  http://www.landolakesinc.com -- is a national,  
farmer-owned food and agricultural cooperative, with sales
approaching $6 billion.  Land O'Lakes does business in all fifty
states and more than fifty countries.  It is a leading marketer
of a full line of dairy-based consumer, foodservice and food
ingredient products across the U.S.; serves its international
customers with a variety of food and animal feed ingredients;
and provides farmers and customers with an extensive line of
agricultural supplies (feed, seed, crop nutrients and crop
protection products) and services.

Purina Mills ( http://www.purinamills.com), based in St. Louis,  
Mo., has 48 plants and approximately 2,300 employees nationwide.  
Purina Mills is permitted, under a perpetual, royalty-free
license agreement from Ralston Purina Company, to use the
trademarks "Purina" and the nine-square Checkerboard logo.  
Purina Mills is not affiliated with Ralston Purina Company,
which distributes Purina Dog Chow and Purina Cat Chow brand pet
foods.


REGAL CINEMAS: Files Prepackaged Chapter 11 Case in Nashville
-------------------------------------------------------------
Regal Cinemas, Inc., the nation's largest film exhibitor, filed
voluntary petitions for reorganization under Chapter 11 of the
Bankruptcy Code accompanied by a prepackaged plan of
reorganization, the terms and conditions of which have been
accepted by the vast majority of its creditors.  

The Company filed its voluntary Chapter 11 petitions and plan of
reorganization in the U.S. Bankruptcy Court for the Middle
District of Tennessee in Nashville.

As previously announced, on September 6, 2001 Regal commenced
solicitation of votes of holders of its subordinated debt and
other general unsecured creditors on a restructuring of the
Company's debt.

The restructuring plan was accepted by holders of more than 95
percent in principal amount of its subordinated bonds and of its
other general unsecured creditors, including suppliers, who
voted on the plan.  The Company has requested that a hearing to
confirm the plan be set for December 7, 2001.

"[Fri]day's action will not only provide the greatest recovery
for our creditors, but also presents the most effective means to
restructure Regal's indebtedness and create a capital structure
that will enable Regal to maintain its premier position in the
film exhibition industry," said Regal Chairman and Chief
Executive Officer Michael L. Campbell.

Mr. Campbell said that neither Regal's employees nor the guests
of its 328 theatres will notice any difference in operations as
a result of the filing.  During the reorganization process,
which is expected to conclude in 60 to 90 days, employees will
be paid as usual and vendors will be paid for post-petition
purchases of goods and services in the ordinary course.  Daily
operations of Regal's theatres across the country will continue
without interruption, and the Company intends to honor policies
regarding gift certificates, group sales, movie passes and other
customer programs.

"With our current liquidity and the protections provided by the
Bankruptcy Code for payment of post-petition purchases, we are
confident we will have adequate financial resources to continue
to operate uninterrupted during the brief course of our Chapter
11 cases," Mr. Campbell said.  "We anticipate that the vast
majority of the studios and distributors, as well as our
vendors, will recognize the value of doing business with us long
term.  With their support and the hard work of our employees, we
are confident Regal will emerge from this process as a stronger,
healthier, more efficient operation, and will remain a dominant
presence in the exhibition industry."

Under the terms of the plan, certain senior bank debt holders
will receive payment of accrued and unpaid interest and 100
percent of reorganized Regal's common stock, subject to dilution
by a new management incentive plan.  Certain of these investors
will also receive payment of certain reasonable costs and
expenses incurred as a result of the restructuring of Regal.
Other holders of allowed claims arising under Regal's senior
credit facility will be paid in full with interest.

Other key terms of the restructuring plan:

   -- All holders of the Company's Subordinated Notes will
      receive their pro rata share of cash in the aggregate
      amount of $181,031,250.

   -- General unsecured creditors holding claims in excess of  
      $5,000 will receive payments of cash having an aggregate
      value up to $75.0 million, which the Company estimates
      will result in a recovery of up to 100 percent, depending
      upon the total amount of general unsecured claims.

   -- The Company's general unsecured creditors holding claims
      equal to or less than $5,000 will receive payment in full
      with interest.

Founded in November 1989, Regal Cinemas, Inc. is the largest
film exhibitor in the United States.  The Company primarily
shows first run movies and currently has 3,831 screens in
operation at 328 theatres.


REGAL CINEMAS: Chapter 11 Case Summary
--------------------------------------
Debtor: Regal Cinemas, Inc.
        7132 Mike Campbell Drive
        Knoxville, TN 37918

Chapter 11 Petition Date: October 11, 2001

Court: Middle District of Tennessee

Bankruptcy Case No.: 01-11305

Judge: Marian F. Harrison

Debtor's Counsel: Paul G. Jennings, Esq.
                  2700 First American Center        
                  Nashville, TN 37238
                  615 7416200


SABENA: Seeking Options to Secure Continuity of Services
--------------------------------------------------------
The Belgian Government and Sabena Management are currently
investigating possible solutions that guarantee continuity for
the customer, after Swissair announced its inability to fund the
Business Plan and the judicial composition given by the Brussels
Trade Court last Friday.

A new Sabena is envisaged outside the existing company
structure.

Contacts have already been initiated with several potential
partners but the Belgian Government and Sabena Management will
refrain from any statement on discussions with potential new
partners until they have reached a mutual agreement. Nothing is
excluded, but there is nothing to be confirmed at this stage.

The Belgian State and Sabena management are looking at the best
solutions for Sabena and its stakeholders: employees, customers,
suppliers, creditors and the Airport Community. Thursday
afternoon Sabena management and Trade unions met to update the
Trade Unions on the scenario's developed at this moment.

The goal is to tightly separate the different processes leading
to a global solution.

The first process will focus on elaborating a plan for a new
company guaranteeing a smooth continuity of activities for the
customers, while looking for investors for this new company. The
second process will concentrate on finding industrial partners
for the subsidiaries maintaining a maximum level of employment.
The third process, developed by the Belgian Government and the
trade unions, will set up a social fund to accompany the entire
scenario.

Main priority of Sabena remains to secure operations and to
manage carefully the liquidities at the disposal of the Company.
At least until the end of November the Company disposes of the
necessary funds to support its operations.

The Belgian governments' bridge credit, still to be approved by
the EU Commission, and the planned sale of assets and of
activities should give the company the additional cash needed to
meet its further financial obligations.


SABENA: Virgin Express Airs Interest In Acquiring Certain Assets
----------------------------------------------------------------
Virgin Express Holdings plc (NASDAQ: VIRGY; Euronext Brussels:
VIRE), the profitable low fare Belgian airline, has formally
indicated interest in assisting with the resolution of the
deepening problems surrounding Sabena by registering interest in
acquiring certain assets of the company and its operations.

If negotiations were to prove successful, it is hoped that a
large number of jobs would be saved among Sabena staff and
within dependent companies.

Discussions are at an early stage with both the management of
Sabena and the Administrators appointed by the Belgian court.

This announcement follows last week's trading statement in which
Virgin Express announced record load factors and year to date
profits, for the nine months ending September 2001.


SAKS INC: Fitch Drops Ratings to BB on Uncertain Retail Outlook
----------------------------------------------------------------
Fitch has lowered its rating of Saks Incorporated's (Saks)
senior notes and bank facility from `BB+' to `BB'. In addition,
the ratings are placed on Rating Watch Negative. Approximately
$1.4 billion of notes and bank debt were outstanding as of
August 4, 2001.

The downgrade reflects the added pressure on Saks' operations
and cash flow in the wake of the September 11 events. Even prior
to those events, Saks' operations had been facing a challenging
and competitive operating environment. In the past month, there
has been a further weakening in Saks' traditional department
store business and a steep, double-digit sales decline at the
company's luxury retail business (Saks Fifth Avenue).

The Saks Fifth Avenue business has been particularly hard hit,
due to reduced spending by consumers for discretionary luxury
items, and the retailer's presence in New York and other major
markets dependent on tourism.

The Rating Watch Negative addition reflects the uncertain near
term retail outlook, and the potential that the company's
operations and cash flow could be negatively impacted by weak
industry conditions well into 2002.

In addition, there is the possibility that Saks could violate
the leverage and fixed charge coverage covenants contained in
its bank credit agreement.

However, Fitch expects Saks will continue to have access to bank
financing to satisfy its liquidity needs.

Saks' credit measures have softened, with EBITDAR coverage of
interest plus rents declining to 2.0 times and lease- adjusted
debt (including off-balance sheet receivables) to EBITDAR
increasing to 4.6x in the 12 months ended August 4, 2001. The
current levels are low for the rating category, and will likely
weaken further given the pressure on operating cash flow over
the near term. These measures are expected to recover over
the medium term, though the timing and pace of that recovery is
uncertain.

In view of the current environment, management has adopted a
more conservative financial posture, avoiding major acquisitions
and share repurchases, and scaling back capital spending in
order to harness cash flow for debt reduction. In addition, Saks
used the majority of the $308 million of proceeds from the sale
of nine of its stores to the May Department Stores Company to
repurchase outstanding notes. While positive from a credit
standpoint, the benefits of this deleveraging will be tempered
over the near term by the difficult operating environment.


SAKS INC: September 11 Events Adversely Affect Store Sales
----------------------------------------------------------
Retailer Saks Incorporated (NYSE:SKS) announced sales for the
five weeks ended October 6, 2001.

For the five weeks ended October 6, 2001 compared to the five
weeks ended September 30, 2000, owned sales were (sales below
are in millions and represent sales from owned departments
only):

                                       Total         Comparable
    This Year        Last Year       (Decrease)       (Decrease)
    ---------        ---------        ---------        ---------
SDSG   $329.5         $349.2          ( 5.6%)          ( 1.7%)
SFAE    220.4          284.1          (22.4%)          (23.5%)
    ---------        ---------        ---------        ---------
Total  $549.9         $633.3          (13.2%)          (11.5%)

Quarter-to-date owned sales for the two months ended October 6,
2001 compared to the two months ended September 30, 2000 were:

                                        Total         Comparable
    This Year        Last Year       (Decrease)       (Decrease)
    ---------        ---------        ---------        ---------

SDSG   $579.9         $ 611.4          ( 5.1%)          ( 1.1%)
SFAE    384.7           452.6          (15.0%)          (16.5%)
    ---------        ---------        ---------        ---------
Total  $964.6         $1,064.0         ( 9.3%)          ( 7.6%)

Year-to-date owned sales for the eight months ended October 6,
2001 compared to the eight months ended September 30, 2000 were:

                                        Total         Comparable
    This Year        Last Year       (Decrease)       (Decrease)
    ---------        ---------        ---------        ---------
SDSG  $2,144.4       $2,284.2          ( 6.1%)          ( 2.5%)
SFAE   1,532.8        1,647.9          ( 7.0%)          ( 8.9%)
    ---------        ---------        ---------        ---------
Total $3,677.2       $3,932.1          ( 6.5%)          ( 5.2%)

September comparable store sales were adversely affected by the
challenging retail environment and materially worsened by the
September 11th terrorist attacks and resulting consequences. On
September 11th, the Company experienced a tremendous comparable
store sales decline as nearly all of the Company's stores were
closed for almost the entire day. Actual comparable store sales
results were better than the results that the Company projected
in its sales update release dated September 27, 2001. Comparable
store sales in September 2000 increased 3.3% on a total company
basis, declined 0.6% for SDSG, and increased 8.5% for SFAE.

SFAE was affected more adversely given its New York presence and
the more serious effect on the luxury segment. The Saks Fifth
Avenue flagship store in New York City represents approximately
7% of total Company sales and approximately 17% of total SFAE
sales on a normalized, annual basis. The New York store was
closed for business on September 11th and September 12th.
Comparable store sales for that unit were down 31% for the month
of September.

September comparable store sales for SFAE also were negatively
affected by the shift in the Fashion Targets Breast Cancer event
from September last year to October in the current year.
Management estimates that without this promotional shift, the
SFAE comparable store sales decline for September would have
approximated 19%, and that the total company comparable store
sales decline would have approximated 9%.

R. Brad Martin, Chairman and Chief Executive Officer of Saks
Incorporated, stated, "As we noted in our release dated
September 27, 2001, we are taking measures in response to the
current environment, including adjusting our inventory
investments, expenses, and capital expenditures. We are
continuing to work in a collaborative manner with our
merchandise suppliers to adjust our inventory position as
appropriate."

Merchandise categories with the best sales performances for SDSG
in September were women's apparel (better, moderate, and special
sizes), outerwear, and private brand merchandise. Categories
with softer sales performances for SDSG in September were men's
apparel, dresses, home, and intimate apparel. All categories at
SFAE were below plan and last year. However, better performing
categories were cosmetics and private label women's apparel.
Categories with the softest sales performances for SFAE in
September were jewelry, men's apparel, and women's designer
apparel.

Saks Incorporated operates Saks Fifth Avenue Enterprises (SFAE),
which consists of 62 Saks Fifth Avenue stores, 50 Saks Off 5th
stores, and Saks Direct. The Company also operates its Saks
Department Store Group (SDSG) with 40 Parisian specialty
department stores and 203 traditional department stores under
the names of Proffitt's, McRae's, Younkers, Herberger's, Carson
Pirie Scott, Bergner's, and Boston Store.


SHARED TECHNOLOGIES: Obtains Interim Okay to Use Cash Collateral
----------------------------------------------------------------
Shared Technologies Cellular Inc., which filed for chapter 11
bankruptcy protection on September 28, received interim
bankruptcy court authorization to use the cash collateral of
secured creditor Mobile Investments LLC through October 18, Dow
Jones reported. Judge Robert L. Krechevsky of the U.S.
Bankruptcy Court in Connecticut signed a preliminary order on
October 1 that authorized the company to use the cash
collateral.

A final cash collateral hearing is slated for October 18.  

The telecommunications products and services provider requested
the final hearing, hoping it could get court approval to use the
collateral for three additional months after the preliminary
period expires.

Shared Technologies asserted that without the ability to use
cash collateral, it would "be forced to terminate operations and
abort any chance for successful reorganization."  

The Hartford, Connecticut-based company listed total assets with
a book value of about $8.9 million and total debts of $38.5
million as of June 30 in its bankruptcy petition.  The company
said it has between 200 and 999 creditors, and estimated that
funds will be available for distribution to unsecured creditors.

Verizon Wireless is listed as Shared Technologies' largest
unsecured creditor, with a claim of about $3.7 million. (ABI
World, October 11, 2001)


SUN HEALTHCARE: Claimants Buy Neuroflex and Save Planned Wind-Up
----------------------------------------------------------------
NeuroFlex, Inc. was formed as a subsidiary of SunDance
Rehabilitation in early 1999, primarily through an asset
acquisition of Trestles Healthcare, Inc. and Restorative
Medical, Inc., and certain patent rights held by John Kenney on
February 1, 1999.

NeuroFlex is in the business of manufacturing, marketing,
selling and distributing orthotic products, providing orthotic
braces for more chronic joint and spinal problems related to
immobility or neurological underlying disease states.

                      Previous Motion

Previously, to stop the substantial and persistent losses that
NeuroFlex was suffering as a result of continued business
operations, Sun Healthcare Group, Inc. filed a motion seeking
authorization to sell the assets or wind up the business
operations of NeuroFlex, Inc. in accordance with section 363(b)
of the Bankruptcy Code.

NeuroFlex had experienced poor performance historically and
amassed nearly two years worth of inventory. Over the near term,
NeuroFlex had incurred negative EBITDA of $593,148 for the year
to date period ending May 30, 2001.

NeuroFlex will also enter an additional bad debt expense of
roughly $200,000 during 2001. Furthermore, NeuroFlex is
currently awaiting the results of an updated evaluation of its
accounts receivable, which it believes will show additional bad
debt expenses of approximately $200,000 to $500,000.

Moreover, NeuroFlex's business was further weakened when, on
January 1, 2001, the federal government reduced the fee screens
for most orthotic devices. Due to the fact that approximately
50% of NeuroFlex's sales are subject to Medicare reimbursement,
such rate reductions have a significant impact on NeuroFlex's
business.

The result was an overall reimbursement rate cut of
approximately 15% for NeuroFlex's Medicare business, which at
times exceeded 40% for specific NeuroFlex products. Although
NeuroFlex could attempt to obtain special and/or higher screen
coding classifications for its products, any such attempt would
incur significant legal costs and would carry no guarantee of
success.

The Debtors were prepared for a wind up of the NeuroFlex
business which would entail a closure of operations with a
subsequent orderly sale of NeuroFlex' s assets, primarily
patents and inventory because the Debtors had not yet been able
to identify a purchaser and it does not make good business sense
to continue to incur substantial losses each month while
conducting an ongoing search for a prospective purchaser.

In fact, the Debtors believe that given NeuroFlex's poor
performance and the need for a substantial infusion of capital
to turn around the business, it is unlikely that NeuroFlex has
any substantial going concern value.

The Debtors previously approached their primary medical supplier
regarding a sale of the NeuroFlex business operations. It
expressed no serious interest.

To avoid prematurely winding up the affairs of NeuroFlex, the
Debtors will entertain offers for the purchase of the business
operations, and will explore whether certain regional suppliers
of orthotic products that are purchasers of NeuroFlex's product
may be interested in such an acquisition. In addition, the
Debtors propose to market a sale of NeuroFlex further, by
publication in The Wall Street Journal (National Edition) and/or
in an appropriate trade journal with national distribution.

If a party contacts the Debtors expressing an interest in
purchasing the NeuroFlex business operations, the Debtors will
file a subsequent motion seeking the Court's approval of any
such sale, subject to higher and better offers, pursuant to
section 363 of the Bankruptcy Code. In the event that no
prospective purchaser is identified after such marketing and
publication, the Debtors do not believe that it makes good
business sense to incur ongoing losses which have averaged in
excess of $ 100,000 in negative EBITDA monthly during the 2001
calendar year.

The Debtors will then Wind Up the NeuroFlex business operations.
Any proceeds from such a Wind Up will be segregated for the
benefit of the creditors of NeuroFlex or otherwise, used in
connection with a plan of reorganization that satisfies the
provisions of section 1129 of the Bankruptcy Code.

             Buyer Emerged and Amended Motion Filed

Neuroflex was saved from a winding-up when a Buyer (John Kenney,
an individual, Trestles Healthcare, Inc., and Restorative
Medical, Inc.) emerged for the purchase of the Assets in
exchange for a settlement and release of claims filed against
the Debtors.

Buyer has filed claims with the Court in the Neuroflex's
bankruptcy case which cumulatively total approximately
$4,950,000. Buyer has also filed a claim in the related
bankruptcy case of SunDance Rehabilitation Corporation for
approximately $166,000. These Claims arise from (1) a certain
Purchase and Sale Agreement executed by Buyer and Seller which
contained certain requirements relating to the payment to Buyer
of specified earn-out amounts based on Seller's financial
performance; and (2) a purchase by SunDance of certain products
from THI. The amounts sought in the Claims are disputed by
Seller and SunDance.

The parties desire to compromise and settle the Claims against
Seller and SunDance by selling the assets of Seller (less those
specified) to Buyer or its designee in exchange for release of
the Claims of Buyer against Seller and SunDance.

Buyer and Seller (NeuroFlex, Inc.) entered into a Settlement and
Asset Purchase Agreement on July 31, 2001, which provides for
the transfer of Purchased Assets to Buyer free and clear of any
claim, lien, encumbrance, or interest of any other party or
person.

In consideration of the premises and the mutual covenants of the
parties, the parties agreed as follows:

   (I) Purchase of Assets and Assumption of Liabilities

On the Closing Date, Seller will sell, assign, transfer, grant,
bargain, deliver and convey to Buyer in accordance with joint
written direction of Buyer to be submitted to Seller prior to
the Closing Date, the following assets:

(1) Patents and Property Rights;

(2) the Trademarks;

(3) the "Kentucky Assets" comprising of all dies, molds,
    equipment, and fixtures in Seller's Brandenburg, Kentucky
    facility or otherwise controlled by Seller elsewhere; and

(4) the Remaining Assets, to the extent owned by Seller and
    located other than at Seller's corporate offices:

    (a) finished goods, inventory and supplies;

    (b) machinery and equipment, including all of the computer
        equipment;

    (c) office furniture, office supplies and office equipment
        (including the phone system located at the Mission Viejo
        location) which are located other than at Seller's
        corporate offices;

    (d) all of Seller's right, title and interest in and to all
        fixtures and leasehold improvements;

    (e) Seller's accounts receivable arising from a date of
        service on or prior to the Closing Date (the "Accounts")
        that remain uncollected as of July 16, 2001 (the "Cutoff
        Date"), provided, however, that,

        -- except as otherwise provided below, Seller shall
           continue to receive 100% of all collections on the
           Accounts through the later to occur of (x) July 31,
           2001 or (y) $77,000.00 which shall represent the
           approximate amount of the Reimbursed Expenses, such
           date being referred to as the "Reimbursement Date");

        -- except as otherwise provided below, in the event that
           the Reimbursement Date is prior to September 30,
           2001, Seller shall be entitled from the Reimbursement
           Date through September 30, 2001, to receive from
           Buyer or its designee 60% of collections on the
           Accounts;

        -- except as otherwise provided below, after October 1,
           2001, Seller shall be entitled to receive from Buyer
           or its designee 50% of collections on the Accounts.
           The amounts collected on the Accounts will be
           referred to as the "Receivables Proceeds."

        -- Notwithstanding the foregoing, Seller shall not be
           entitled to receive any collections on the Accounts
           after it has received from and after the Cutoff Date
           the sum of $275,000.00 plus the Reimbursed Expenses.

        -- The Reimbursed Expenses shall consist of the sum of

           (i)   the salaries and benefits paid by Seller up to
                 two Seller employees to assist in Accounts
                 collection;

           (ii)  Proclaim costs incurred in collection efforts
                 at the rate of $16.00 per claim;

           (iii) the Mission Viejo rent paid pursuant to the
                 Asset Purchase Agreement to a date no later
                 than October 31, 2001;

           (iv)  the amount of the Diane Landrath-Schmidt
                 severance payment paid by Seller; and

           (v)   any and all costs associated with an assumption
                 and assignment of any Medicare and/or Medicaid
                 Provider Agreement as set forth in the Asset
                 Purchase Agreement.

           In the event that the Reimbursed Expenses exceed
           $77,000.00, Seller shall be entitled to additional
           reimbursement equal to such excess. In the event that
           Seller does not receive the sum of $275,000.00 plus
           the Reimbursed Expenses by December 31, 2001, Seller
           shall have the right, in its sole discretion, to
           either receive an accounting from Buyer or conduct an
           audit of Buyer's records; provided, however, that
           such actions shall be taken at Seller's sole costs
           and such costs shall not constitute Reimbursed
           Expenses. The parties acknowledge and agree that any
           accounts receivable generated by the Business on or
           after the Closing Date shall be the sole and
           exclusive property of Buyer and are not affected by
           or relevant to the operation of this provision.

       (f) telephone numbers, websites, copies of business
           records and files, customer lists, and promotional
           materials;

       (g) the "Intangible Assets" including product
           specifications, drawings, and prototypes and
           intangible items, copyrights, copyright applications
           and registrations, service marks, software and
           firmware, know-how and any and all other common law
           or similar rights of ownership or use, whether
           foreign or domestic and all intellectual property
           rights related to the Business;

       (h) all rights under all contracts, leases, licenses,
           permits and other agreements relating to the Business
           other than leases related to Excluded Assets,
           including without limitation, all Seller's provider
           numbers for Medicare, Medicaid, and other
           governmental or regulatory programs pursuant to the
           limitations set forth in the Agreement, and the real
           estate lease dated January 1, 1999 between Ruth
           Ackerman, as landlord, and Seller, as tenant, with
           respect to Seller's location in Brandenburg,
           Kentucky;

       (i) all regulatory filings, including Food and Drug
           Administration ("FDA") filings, and device
           registrations filed by Seller prior to the Closing
           Date; and

       (j) subject to the provision as described in (e) above,
           all cash, funds in deposit accounts, or proceeds in
           any other form attributable to sales or dispositions
           of any item constituting Purchased Assets which occur
           on or after the date hereof.

The Purchased Assets include all such assets, wherever located
and whether or not reflected on Seller's balance sheet.

It is understood and agreed that Buyer shall not purchase those
assets of Seller which are subject to true leases from third
parties, the Mission Viejo Lease (as defined below), the
conference room table located at the Mission Viejo facility, and
certain computer equipment (the "Excluded Assets"), as set forth
on Exhibit B to the Agreement.

   * Excluded Assets Period:

Notwithstanding the foregoing, after Closing, Seller shall pay
the rent and otherwise maintain in effect all leases on the
Excluded Assets for the period requested by Buyer; provided,
however, that the period shall not exceed 90 days following the
Closing Date (the "Excluded Assets Period"). During the Excluded
Assets Period, Buyer and Seller shall have possession and use of
the Excluded Assets. Buyer shall be required to maintain the
same in good condition and repair, ordinary wear and tear
excepted, and to fulfill the obligations imposed on the tenant
under the leases related to the Excluded Assets (other than
payment of the rent due) for the Excluded Assets Period. Seller
may reject any leases related to the Excluded Assets in its
bankruptcy case after the expiration of the Excluded Assets
Period. Irrespective of the transfer of the Patents to Buyer
herein, any affiliate of the Seller and Sun Health Care Group,
Inc. shall retain the right to use and/or sell the inventory
purchased in the ordinary course of business consistent with
past practices from the Seller prior to the July 16, 2001.

   * Mission Viejo Lease

Seller shall continue to pay the rent and otherwise maintain in
effect the real estate lease on Seller's office in Mission
Viejo, California until the first to occur of (1) 90 days from
the Closing Date; or (2) Seller's discontinuation of
participation in collection of the Accounts (the "Mission Viejo
Lease Period").

During that period, THI and Seller shall have possession and use
of the leased property which is the subject of the Mission Viejo
Lease and shall be required to maintain the same in accordance
with the terms of the Mission Viejo Lease and comply with the
obligations imposed on the tenant (other than payment of the
rent due). THI and Seller will use their commercially reasonable
efforts to obtain a termination of the Mission Viejo Lease in
exchange for entry by THI in a new lease with the Mission Viejo
Lease landlord for a shorter time period on a smaller space.

   * Liabilities

Subject to any express assumption of liability, Buyer is not
assuming or agreeing to discharge any obligations or liabilities
of Seller arising before or after the Closing Date with respect
to the Business, the Purchased Assets, the Excluded Assets or
otherwise, whether accrued or contingent or due or not due,  
which shall be and remain the sole obligations and liabilities
of Seller to pay and discharge.

   * Provider Agreements

Seller shall assist Buyer in the completion of a Form 855S,
change of ownership application. Seller shall use its
commercially reasonable efforts to effectuate an assumption and
assignment of the Medicare and Medicaid Provider Agreements to
THI; provided, however, that it shall not be a condition to
closing that Seller has assumed and assigned such Provider
Agreements. In the event Seller assumes and assigns the Medicare
Provider Agreement, Seller shall obtain written acknowledgement
from Medicare whereby Buyer is released from all successor
liability for overpayment liability arising on or before the
Closing Date.

Notwithstanding anything to the contrary contained in the
Agreement, Seller shall have no obligation to assume and assign
its Medicaid Provider Agreements to THI unless prior to the
Closing Date (i) it is able to secure from the applicable
Medicaid agencies a written agreement confirming that the
assignment and assumption of such Medicaid Provider Agreements
will not elevate the priority of any claims which Medicaid may
have against Seller or impose any successor liability on Buyer,
(ii) Seller shall have no obligation to transfer its Medicare
Provider Agreements unless Seller is able to obtain a written
agreement from the Center for Medicare and Medicaid Services
(formerly, the Health Care Financing Administration) confirming
that the assignment and assumption of such Medicare Provider
Agreements will not elevate the priority of any claims which
Medicare may have against Seller or impose any successor
liability on Buyer, and (iii) the cost to Seller of securing
such Medicaid and Medicare Provider Agreements and any cure
amount arising from any default relating to assumption and
assignment of such Provider Numbers has been paid by Buyer.

Consistently, Seller shall be entitled to withhold from receipts
on the Accounts all sums necessary to cure any default relating
to assumption and assignment of the Provider Numbers; provided,
however, that Buyer's consent shall be required to exceed a
cumulative sum of $25,000.00. If Buyer does not so consent,
Seller shall be entitled to instead reject the subject Provider
Number or Numbers in its bankruptcy case. Notwithstanding
anything to the contrary contained in the Agreement, if the
Medicare Provider Agreement or any Medicaid Provider agreement
is not assumed and assigned to Buyer, Seller shall be entitled
to reject such Provider Agreement.

   (II) Closing

The closing of this transaction shall take place at 10:00 A.M.
on the eleventh day following the entry of an order of approval
by the Court (not then subject to appeal or motion to stay the
order or otherwise modification or amendment), subject to higher
and better offers.

Notwithstanding this, in the event that the Closing has not
occurred by August 1, 2001, and this Agreement has not been
terminated by Buyer or Seller, Buyer shall have the right on
written notice to Seller delivered on or prior to August 9,
2001, to take possession of the Purchased Assets and the
Business, and access to the Excluded Assets as provided in the
Agreement, on August 10, 2001 (the "Operations Transfer Date")
and Seller shall have the right to cease all operations of the
Business as of the Operations Transfer Date and, in such event,
Seller shall incur no further expenses related to the Business
at the close of business on August 9, 2001. In the event Buyer
exercises these rights, then all references to the Closing Date
shall be replaced with references to the Operations Transfer
Date.

   (III) Settlement

As settlement of the Claims, Seller shall transfer to Buyer and
Buyer shall take and accept from Seller: (a) on the Closing
Date, the Purchased Assets; and (b) from and after the Closing
Date, the Receivables Proceeds to which Buyer is entitled.

The amount of the Receivables Proceeds being held by Seller on
the Closing Date shall be delivered to Buyer by wire transfer to
a bank account designated by Buyer at Closing in immediately
available funds. Subsequently collected Receivables Proceeds
shall be similarly delivered to Buyer weekly or within 3
business days of receipt by Seller or any affiliate of Seller of
sums in the cumulative amount of in excess of $l0,000.

Seller shall deliver at Closing to Buyer a copy of all bids
received by Seller for purchase of any of the Purchased Assets.
(Sun Healthcare Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


SWISSAIR/SABENA: Secure Court Protection for U.S. Assets
--------------------------------------------------------
Troubled European airlines Swissair Group AG and Sabena SA have
asked the U.S. Bankruptcy Court in Manhattan to prohibit
collection efforts against their U.S. assets while the airlines
attempt to reorganize under creditor protection abroad, Dow
Jones reported.  

Both companies were granted temporary protection from their
creditors by European courts. The airlines filed petitions under
Section 304 of the Bankruptcy Code, which allows a court to
prohibit and stay actions against both a company involved in a
proceeding outside the United States and its property.

Swissair said in its U.S. filing that the proceeding would allow
for an injunction entered by a Swiss court to have effect in the
United States.  The injunction gives Swissair and certain
affiliates protection from creditors through December 5.  

The proceeding would protect Swissair and Swiss Air Transport's
U.S. assets from collection efforts, ensuring that the
companies' assets can be administered for the benefit of all
creditors.  

Sabena, which was granted protection from its creditors through
November 30 by the Commercial Court of Brussels in Belgium, also
seeks to protect its U.S. assets from collection efforts.  The
airline asked the court to require anyone possessing the
airline's property in the United States to turn over that
property to the airline.

U.S. Bankruptcy Judge Stuart M. Bernstein issued a temporary
restraining order on Tuesday that prohibits certain collection
efforts against Sabena's U.S. assets.  (ABI World, October 11,
2001)


TELIGENT CORP: Auctions Off Assets Even Without Bids Received
-------------------------------------------------------------
Bankrupt telecommunications company Teligent Corp. auctioned its
assets Friday, but the company had not attracted any interest
from an outside bidder, according to TheDeal.com.  

As of press time, Teligent's counsel, Kirkland & Ellis, was
expected to recommend a buyer for the assets to the U.S.
Bankruptcy Court for the Southern District of New York. Though
the court was likely to decide a winner, any number of
creditors, whose claims total between $1.2 billion and $1.5
billion, were expected to request compensation.  

A group calling itself Teligent Acquisition Corp. (TAC) agreed
to begin the bidding for Teligent's 11-city fixed-wireless
network at $117.5 million.  At a hearing on August 24,
bankruptcy Judge Stuart Bernstein designated TAC as the
stalking-horse bidder, in an attempt to attract other interested
parties into the auction.  As of Monday's deadline, however, the
Vienna, Virginia-based Teligent had yet to receive an offer
other than from TAC. (ABI World, October 11, 2001)


TRICO STEEL: Will Receive Payment of $7MM from Worthington Steel
----------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court in
Wilmington, Delaware, Thursday approved a settlement between
Trico Steel Co. and Worthington Steel Co. related to $7 million
in accounts receivable Trico said it was owed, Dow Jones
reported.  

Worthington Steel will pay Trico $6.5 million by wire transfer
within 10 days. The residual difference from the $500,000 will
be paid to Trico by wire transfer on December 3.

The agreement calls for Worthington Steel to retain all the
current rejected steel and steel products, which totaled about
4,500 tons as of Aug. 16.  Trico will dismiss its adversary case
against Worthington Steel with prejudice.  Trico is also
released from all claims, other than claims that would be paid
from a claims reserve account, arising from the sale of the
steel.  Worthington Steel will establish a $500,000 claims
reserve account for the period from Aug. 16 through Nov. 30 for
potential future claims related to material that it has sold to
customers. (ABI World, October 11, 2001)


TRI-NATIONAL: Implements Strategic Plan to Return to Solvency
-------------------------------------------------------------
Tri-National Development Corp. (OTCBB:TNAV) announced the
initiation of a new strategic plan designed to return the
company to solvency and profitability.

Michael Sunstein, president and chief executive officer, said,
"As many of our shareholders are aware, we've been engaged far
longer than ever anticipated in the search for the financing
required for realization of the company's projects and
potential.

Tri-National still possesses tremendous asset values in the
properties it owns and controls, but has required significant
amounts of capital -- both to address certain pivotal and
sizable liabilities, and for the completion of key
infrastructure developments -- before we could begin selling
lots and commercial space. Absent such capital, we have been
trapped in what has at times seemed like a downward spiral,
unable to unlock these hidden values and the income streams they
could represent.

"We genuinely believed last month that we had financing lined up
to close in the October time frame which would have addressed
all these needs and more, allowing the company to embark on a
new and exciting upward growth track. But if our sources are to
be believed, the tragic events of September 11th resulted in a
wait-and-see attitude on the part of certain major funding
entities on which they were relying and derailed those plans.

"We are tired of waiting for someone else to come along and see
the potential of the company and of our developments. Throughout
this entire effort, we have looked for a way to take our destiny
into our own hands. The question has remained -- How?

"One of the unexpected side effects and benefits of our long-
standing and frustrating search for financing has been the
development by potential joint venture partners of comprehensive
strategic plans for the company as a part of their due
diligence. These plans have provided significant insight into
ways to optimize the possibilities of our current asset base and
to strategically reposition the company in a way that would
dramatically enhance its chances for success. We further
solicited the counsel of an independent international real
estate advisory firm with operations in the U.S. and Mexico, to
help refine and clarify our strategy.

"We are pleased to announce that we believe we've crafted a
strategy that does not require the levels of external financing
we had previously been seeking, yet which allows us to proceed
to unlock the values represented by our various real estate
assets. This is a strategy we can and will begin to implement
immediately.

"First and foremost, we are refining the focus of the company.
Tri-National's primary business will be affordable housing --
its acquisition, development, sale and management, with a tight
focus on the Northern Baja region of Mexico and the Southwestern
U.S. Baja is the fastest growing region of Mexico, with enormous
infrastructure projects underway and tremendous development
opportunities. Tri-National has unique opportunities and
advantages in Baja, based both on our existing properties and
contracts, and on the contacts and knowledge of the region we've
developed there over the last eight years.

"We further intend to divest ourselves as rapidly as practical
of all assets not directly related to this endeavor. This will
have three immediate benefits. One -- it will allow greater
focus and hence greater quality of effort in this narrower
arena. Two -- it allows us to use proceeds from the sale of
assets not related to the company's focus on affordable housing,
to restructure debt and acquire additional properties. Three --
it provides a much better defined persona for the company among
the investment community, which we believe will result in
greater interest, an improved stock price, and the eventual
assignment of a significantly higher multiple to the company's
anticipated income streams.

"This strategy includes provisions for addressing our
liabilities in a series of steps that will be announced as
implemented, provides a growth path with dramatic potential, and
preserves shareholder value.

"Clearly the proof of the validity of the new strategic plan
will come through its successful implementation, but we are
relieved and excited to have a clear focus and tasks before us,
which we can manage on our own. We look forward to keeping you
apprised of our progress in the coming weeks through far more
regular press releases and announcements."

Mr. Sunstein further stated his appreciation for the support
Tri-National has received from much of its shareholder base
through these difficult times. He added, "It remains our intent
to insure that their patience will be richly rewarded."

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


USG CORPORATION: Court Okays Morgan Lewis as Special Counsel
------------------------------------------------------------
USG Corporation sought and obtained court approval to employ
Morgan Lewis & Bockius LLP as special asbestos property damage
litigation counsel, pursuant to Section 327(e) of the Bankruptcy
Code.

The Debtors wished to employ Morgan Lewis to represent them
in all aspects of pending and future asbestos property damage
litigation, inside and outside of the Debtors' bankruptcy
proceedings.

Morgan Lewis has been asked to provide services including, but
not limited to:

      -- Counseling, providing strategic advice to, and
representing the Debtors in any and all matters in or outside of
these bankruptcy proceedings arising from or related to Asbestos
Property Damage Claims, including but not limited to:

           (i) counseling and representing the Debtors and/or
coordinating the representatives of the Debtors in connection
with all aspects of Asbestos Property Damage Claims related
litigation, including commencing, conducting and/or defending
such litigation wherever located;

           (ii) counseling and representing the Debtors and
assisting the Debtors and assisting general reorganization
counsel in connection with the formulation, negotiation and
promulgation of a plan of reorganization or related documents as
these matters relate to the Asbestos Property Damage Claims; and

           (iii) counseling and representing the Debtors and
assisting general reorganization counsel in connection with
reviewing, estimating and resolving the Asbestos Property Damage
Claims;

      -- performing certain tasks required of professionals
under the Bankruptcy Code and Bankruptcy Rules, applicable Local
Rules and United States Trustee (UST) guidelines, including the
finalization of this employment application and related
documents and activities and the preparation of fee applications
related documents and activities; and

      -- performing all other necessary or appropriate legal
services in connection with Morgan Lewis' special representation
of the Debtors. (USG Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WARNACO GROUP: Asks Court to Compel Amster to Turn Over Files
-------------------------------------------------------------
For years, The Warnaco Group, Inc. looked to the law firm of
Amster Rothstein & Ebenstein for legal services in connection
with worldwide intellectual property issues.  In May 2001, the
Debtors began using the services of another law firm prompting
Amster to assert substantial claims against the Debtors for pre-
petition legal fees and expenses.  A month before the change of
law firms, Amster delivered numerous files documents that had
been generated or received in the course of its representation
of the Debtors.

However, Kelley A. Cornish, Esq., at Sidley Austin Brown & Wood,
says, Amster still has possession of:

    (i) certain domestic and foreign patent files;

   (ii) certain patent licensing files (domestic and foreign);

  (iii) certain patent litigation and arbitration files;

   (iv) certain patent search files and databases (both domestic
        and foreign); and

    (v) certain international trademark and patent files,
        including prosecution and registration files and certain
        related foreign files.

When the Debtors asked Amster for these Files, Ms. Cornish
informs the Court, Amster refused to turn over the Files until
such time that the Debtors pay Amster's unpaid pre-petition
claims in excess of $3,000,000.  Ms. Cornish explains Amster
presumably bases its position on New York common law that
establishes (under certain circumstances) a retaining lien on a
client's files to secure payment for the attorney's unpaid fees
and expenses.  However, the Debtors dispute Amster's lien.  The
Debtors have tried to compromise their disputes with Amster in
order to avoid the cost and inconvenience of litigation.  But
obviously, Ms. Cornish notes, the Debtors failed.

Thus, the Debtors ask Judge Bohanon to enter an order:

    (i) requiring Amster to turn over certain of the Files that
        are immediately necessary to preserve the protect the
        Debtors' worldwide intellectual property interests.

   (ii) establishing a procedure for the orderly review of the
        remainder of the Files to determine which documents will
        be useful in advancing, preserving, and protecting the
        Debtors' intellectual property interests, and

  (iii) establishing a procedure for determining the validity,
        value, extent and priority of Amster's retaining lien on
        the Files (if any).

Ms. Cornish asserts that the Debtors' must have these Files as
soon as possible because their businesses are dependent on their
ability to advance, protect and preserve their trademarks,
service marks, and patents in connection with manufacturing,
distributing and marketing apparel and other goods under
numerous well-known brands.  Ms. Cornish warns that the Debtors'
estates will decrease if the Debtors rights in this intellectual
property are diminished.  Specifically, Ms. Cornish says, the
Debtors request that Amster promptly turn over the Files in
connection with:

    (i) active and non-abandoned foreign trademark and service
        marks (including pending and issued and subsisting
        trademark and service mark registrations);

   (ii) pending and issued foreign patents; and

  (iii) certain disputed matters that include several active and
        continuing administrative disputes and litigation
        matters pending in foreign jurisdictions against or
        commenced by certain of the Estee Lauder companies with
        respect to the mark, Private Pleasures.

Ms. Cornish explains many of the marks, which are the subject of
these Files, require immediate maintenance and action in order
to preserve and maintain them as valid and to avoid losing or
forfeiting these valuable rights.  According to Ms. Cornish, the
Debtors are also required to provide an updated report regarding
the maintenance of all of the marks and patents in each of the
identified core countries to their pre-petition and post-
petition secured lenders by November 23, 2001 and on a quarterly
basis continuing thereafter.  Ms. Cornish notes the Files will
be essential to the preparation of this report.

Ms. Cornish reminds the Court that it has been over five months
since the Debtors had access to these Files.  The Debtors
believe that these requested Files must be turned over
immediately to prevent the lapsing or termination of the marks
and patents, and to continue the process of obtaining and
perfecting the Debtors' other intellectual property interests.

Because the Files are voluminous, Ms. Cornish emphasizes, the
Debtors need to inspect the remaining files (after Amster turns
over the First Requested Files) to ensure that none of the
Debtors' intellectual property interests will be impaired by the
failure to perform the various tasks necessary to advance,
preserve and protect their intellectual property.  Thus, the
Debtors request that the Court require Amster to:

  (i) permit the Debtors to inspect the Remaining Files to
      determine whether the Remaining Files would be useful; and

(ii) turn over any of the Remaining Files that the Debtors deem
      useful.

Finally, Ms. Cornish says, the Debtors ask Judge Bohanon to
establish a procedure to determine the validity, value, extent
and priority of Amster's lien (if any).  The Debtors anticipate
that Amster will argue that its claim is secured by a valid
attorney's retaining lien under New York law and thus, Amster
should be adequately protected before turning over the Files.
According to Ms. Cornish, a determination of adequate protection
will likely require answers to these questions:

  (a) Should Amster be protected with a replacement lien on the
      Debtors' assets with the same validity, value, extent and
      priority as any attorney's retaining lien that Amster may
      currently have, or should Amster be given an
      administrative claim and, if so, what is the amount of
      such claim?

  (b) Which of Amster's claims are secured by the retaining lien
      (if any)?

  (c) Which of the Files are subject to the retaining lien (if
      any)?

  (d) Should Amster's claim be disallowed to any extent pursuant
      to section 502(d) of the Bankruptcy Code if Amster fails
      to turn over the Files or if Amster received any
      preferential transfers pursuant to section 547 of the
      Bankruptcy Code?

  (e) Is Amster's retaining lien (if any) senior or junior to
      the Debtors' pre-petition secured lenders' liens?

Thus, the Debtors request the Court to establish a briefing
schedule, discovery cutoff date, and hearing date to resolve
these Disputed Issues and to determine the validity, value,
extent and priority of Amster's lien (if any). (Warnaco
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


WINSTAR COMMS: Seeks to Reject Smartforce Contract to Cut Costs
---------------------------------------------------------------
As part of their attempts to reorganize and regain
profitability, Winstar Communications, Inc. continues to
identify areas for appropriate cost reduction and increased
operational efficiencies. They have concluded that a certain
contract with Smartforce, a Delaware corporation, is no longer
beneficial or necessary to their estates.

M. Blake Cleary, Esq., at Young Conway Stargatt & Taylor, LLP in
Wilmington, Delaware relates that under a Master License
Agreement dated August 31, 2000, Smartforce granted a license to
the Debtors to access and use certain software and website
services.

Mr. Cleary tells the court that, as a result of the
reorganization of the Debtors' businesses, the software and
related services are no longer needed. Furthermore, he says, due
to the present state of the telecommunications industry, there
is no value to assign the Debtors' rights under the Contract. He
explains that performing under the Contract will further drain
the Debtors' scarce financial resources.

For these reasons, the Debtors have determined that it is in the
best interests of the Debtors' estates for them to reject the
Contract. To minimize administrative claims, the Debtors also
irrevocably and unequivocally waive the right to withdraw their
rejection motion and requests that the rejection be effective as
of September 26, 2001. (Winstar Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


BOND PRICING: For the week of October 15 - 19, 2001
---------------------------------------------------
Following are indicated prices for selected issues:

Algoma Steel 12 3/8 '05                      8 - 10f)
Amresco 9 7/8 '05                            24 - 27(f)
Asia Pulp & Paper 11 3/4 '05                 23 - 25(f)
AMR 9 '12                                    87 - 89
Bethelem Steel 10 3/8 '03                    31 - 33
Chiquita 9 5/8 '04                           70 - 72(f)
Conseco 9 '06                                59 - 61
Global Crossing 9 1/8 '04                    18 - 20
Level III 9 1/8 '04                          40 - 42
McLeod 11 3/8 '09                            20 - 22
Northwest Airlines 8.70 '07                  72 - 74
Owens Corning 7 1/2 '05                      32 - 34(f)
Revlon 8 5/8 '08                             41 - 43
Royal Caribbean 7 1/4 '18                    72 - 74
Trump AC 11 1/4 '06                          64 - 66
USG 9 1/4 '01                                71 - 73(f)
Westpoint 7 3/4 '05                          30 - 32
Xerox 5 1/4 '03                              81 - 83

                          *********

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. Yvonne L. Metzler, Bernadette
C. de Roda, Ronald P. 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
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contained herein is obtained from sources believed to be
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                     *** End of Transmission ***