TCR_Public/011017.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, October 17, 2001, Vol. 5, No. 203

                          Headlines

AMF BOWLING: Parent Signs-Up Loeb Partners as Financial Advisor
ASD GROUP: Capitalink Completes $1.35 Million Asset Sale
AMERICREDIT: Fitch Affirms BB+ Rating Seeing Weak Capitalization
AMES DEPT: Gets Open-Ended Extension to Lease Decision Period
ARIEL CORP: Fails to Meet Nasdaq Continued Listing Standards

ARMSTRONG HOLDINGS: Asbestos Panel Taps Tierney As Consultant
ARMSTRONG WORLD: Court Okays Chan Galbato As New Flooring CEO
ASSISTED LIVING: Seeks Approval of Employee Retention Plan
AT HOME CORP: Ceases Taking New Internet Service Orders
AZTEC TECHNOLOGY: Court Disallows Use of Cash Collateral

BOEING COMPANY: Will Furlough 12,000 Workers by December 14
CARBIDE/GRAPHITE: Strikes Deal with Lenders on New $20M Facility
CONTINENTAL AIRLINES: Load Factors Rise After September 11
CYGNIFI DERIVATIVES: Files for Chapter 11 Protection in New York
CYGNIFI DERIVATIVES: Case Summary & 20 Unsecured Creditors

ELOT, INC: Files Chapter 11 Petition in Southern District of NY
ELOT, INC: Case Summary & 20 Largest Unsecured Creditors
EMERALD SOLUTIONS: Files For Chapter 11 Relief in Oregon
EXODUS COMMS: Wants to Pay Pre-Petition Employee Obligations
FEDERAL-MOGUL: Engages Coblence & Warner as Asbestos Counsel

IASIAWORKS: Sells Korean Assets To Focus On Taiwan Operations
INTEGRATED HEALTH: Gets Okay to Assume Amended Keller, TX Lease
J.C. PENNEY: Completes Sale of $650MM Convertible Note Due 2008
LECHTERS INC: Will Close 315 Stores & Liquidate Inventories
LERNOUT & HAUSPIE: Judge Wizmur Sets Stage for Plan Confirmation

LYON'S OF CALIFORNIA: Files For Chapter 11 Protection in Calif.
MAXICARE HEALTH: Molina Accepts Sacramento GMC Contract
PACIFIC GAS: Inks Plan Support Agreement with Committee & Parent
PAYLESS CASHWAYS: Unsecured Panel Sues Congress for $3.2MM
PHAR-MOR: Net Loss In Fourth Quarter Soars to $44.5 Million

PHAR-MOR: Hilco & Ozer Submit High Bid for 64-Store Liquidation
PILLOWTEX: Court Directs Debtor to Pay $254K to Interbrand Corp.
POLAROID CORP: Seeks Access to $50 Million of DIP Financing
POLAROID CORP: Final Hearing On DIP Financing Set for November 5
PSINET INC: Plans to Assume and Assign Telalink Pacts to ISDN

SSE TELECOM: TSI Acquires Product Lines and Resumes Production
SPINNAKER: Starts Debt Restructuring Talks with Noteholders
STERLING CHEMICALS: $40MM Priming Lien On U.S. Assets Okayed
SUN HEALTHCARE: Bar Date for Gov't Entities Extended to Nov. 1
TEARDROP GOLF: Wins Court's Nod to Convert Case to Chapter 7

TELIGENT: Has Until Oct. 30 to Solicit Bids for Assets
THRIFTY CAR: Franchise Files for Chapter 11 Protection
TRANS WORLD: Court Approves Settlement with Wells Fargo
VLASIC FOODS: Unsecured Committee Wants Probe Into DF Claims
WARNACO GROUP: Moves to Reject 12 Store Leases Effective Oct. 31

* Meetings, Conferences and Seminars

                          *********

AMF BOWLING: Parent Signs-Up Loeb Partners as Financial Advisor
---------------------------------------------------------------
AMF Bowling, Inc. asks the Court for permission to employ Loeb
Partners Corporation as its financial advisor, effective as of
July 30, 2001.

The Parent asserts that it is necessary to employ and retain
Loeb Partners to:

A. review the assets and liabilities of the Debtor as well as
   its subsidiaries in order to advise the Debtor as to any
   potential recoveries;

B. advise the Debtor on strategies and tactics for obtaining any
   such recoveries;

C. advise the Debtor's Board of Directors regarding Loeb
   Partners' findings and other related matters;

D. to the extent required, provide expert witness testimony in
   Bankruptcy Court regarding Loeb Partners' findings and other
   related matters; and

E. render such other financial advisory services as may from
   time to time be agreed upon with the Debtor.

Chris Ceasar, the AMF Parent's Chief Financial Officer, relates
that in selecting its financial advisor, the Debtor sought an
investment banking firm with extensive experience in Chapter 11
reorganization cases and other debt restructuring proceedings.
Mr. Ceasar maintains that Loeb Partners has a wealth of such
experience and its professionals have been involved with such
notable restructuring engagements as Trans World Airlines, Inc.,
Philip Services, Inc., Barney's, Inc., Cellular Information
Systems, Inc., LTV Corporation, National Gypsum Corp., Texaco
Inc., Trump Taj Mahal Funding, Inc. and U.S. Home Corporation.

Mr. Ceasar relates that Loeb Partners shall be entitled to a
financial advisory fee of up to $100,000 of which $35,000 shall
be non-refundable. Loeb Partners has received a retainer in the
amount of $100,000, Mr. Ceasar says, which shall be drawn
against to pay its financial advisory fee and expenses. Mr.
Ceasar adds that Loeb Partners will be compensated in excess of
$100,000 based on these hourly charges for all hours in excess
of 300 hours:

         Position             Hourly Rate
         --------             -----------
      Managing Directors     $400 to $450
      VPs and SVPs           $300 to $375
      Associates             $200 to $275

In addition, Mr. Ceasar informs the Court that Loeb Partners
shall be reimbursed for all actual and reasonable out-of-pocket
expenses, including, without limitation, photocopying charges,
long distance telephone calls, facsimile transmissions,
messengers, courier mail, secretarial overtime and temporary
services, travel, lodging, and catering for meetings.

Harvey L. Tepner, Managing Director of Loeb Partners
Corporation, asserts that Loeb neither holds nor represents any
interest adverse to the Debtor and Loeb is a disinterested
person, except as disclosed herein.

In matters wholly unrelated to this Chapter 11 case, Mr. Tepner
informs the Court that Loeb currently represents, or has in the
past represented, the following parties-in-interest: (i) AT&T;
(ii) Chase Manhattan Bank; and (iii) HSBC Bank USA. Mr. Tepner
adds that certain parties-in-interest provide services to Loeb
on standard commercial terms, such as Accountemps, AT&T, CCH,
Federal Express, IKON Office Solutions, Pitney Bowes and the
Wall Street Journal. Certain employees of Loeb may own equity
and/or debt securities of various companies that are parties-in-
interest, including AT&T, HSBC, J.P. Morgan Chase and Goldman,
Sachs & Co. These security holdings are for investment purposes
only and do not represent a controlling or even significant
influence over the operations and business decisions of such
entities.

Mr. Tepner relates that Loeb as well as its directors or
employees may maintain regular savings, checking, credit card or
investment accounts with certain parties-in-interest, including
HSBC, J.P. Morgan and Morgan Stanley Dean Witter. Loeb as well
as its directors or employees may maintain investment accounts
with Goldman, Sachs & Co. The same may apply to certain entities
in which Loeb, its directors, employees and/or affiliates have
invested but any such account would have no connection to the
instant Chapter 11 proceeding, Mr. Tepner says.

Loeb Holding Corporation, the parent company of Loeb, is partly
owned by C.V. Starr & Co., Inc. In addition, Mr. Tepner states
that Starr is a shareholder and affiliate of American
International Group, Inc. and a subsidiary of AIG, National
Union Fire Insurance Company of Pittsburgh, is a creditor of the
Debtor.

In addition, Mr. Tepner informs the Court that a subsidiary of
AIG, is an investor in the Loeb Arbitrage Fund, an affiliate of
Loeb and a director of Starr and AIG is also a director of
Holding. However, Mr. Tepner believes that AIG is not an
affiliate of Loeb.

In addition, Mr. Tepner tells the Court that Loeb utilizes the
law firm of Stroock & Stroock & Lavan LLP as general bankruptcy
counsel to the Debtor, as their external counsel on various
matters that are unrelated in any way to the instant Chapter 11
case. In addition, certain partners of Stroock are investors in
various limited partnerships affiliated with Loeb and are
controlled by affiliates of Loeb. Neither Stroock nor its
partners will benefit directly or indirectly from any fees paid
or expenses reimbursed to Loeb in connection with its retention
as financial advisor to the Debtor, Mr. Tepner says.

In addition, Stroock and Loeb are currently representing and
advising the Official Committee in of Unsecured Creditors in RSL
COM PRIMECALL, INC. and RSL COM U.S.A., INC., and both Stroock
and Loeb are retained professionals in several other chapter 11
proceedings, although not for the same client.

Lastly, Mr. Tepner states that certain employees of Loeb have
retained or may retain the services of several of the law firms
and/or accounting firms representing various parties-in-interest
in the Debtor's case in matters unrelated to the Debtor's case.

None of the representations described above are or were in
connection with matters relating to the Debtor or its estate,
Mr. Tepner claims, and none of the representations would
adversely affect Loeb's representation of the Debtor. From time
to time, Mr. Tepner believes that Loeb may represent or have
represented other entities which are creditors of the Debtor or
are otherwise connected to the Debtor but that they are not
aware of any representations relating to the Debtor.

Mr. Tepner states that it is possible that Loeb may have
represented and/or currently represent other parties-in-interest
whose identities are not known at this time but Loeb will
disclose any such representations if and when it becomes aware
of them. (AMF Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


ASD GROUP: Capitalink Completes $1.35 Million Asset Sale
--------------------------------------------------------
Capitalink, L.C., a Miami-based investment banking firm, has
completed its assignment to sell the assets of ASD Group, Inc.
(OTCBB: ASDGE), and its subsidiary Automatic Systems Developers,
Inc., a contract manufacturer.

The operating assets were sold to Technology Outsource Solutions
LLC, which also hired the employees of ASD and will continue the
operations of ASD. Under the terms of the transaction,
Technology Outsource Solutions LLC paid $1.35 million for the
operating assets and assumed certain specific liabilities of ASD
and its subsidiary. In a separate transaction, the real estate
owned by ASD was sold to PNC ASD LLC, an affiliate of PNC Bank,
NA.

Peter Zachariou, who is President and CEO of ASD and is also
affiliated with Technology Outsource Solutions said, "We are
very pleased to bring closure to this situation. Technology
Outsource Solutions looks forward to providing ASD's customers
with an increased level of quality manufacturing and customer
service."

ASD Group, which filed for Chapter 11 protection in June, was at
one time a principal contract manufacturer for IBM's mainframe
manufacturing division and has also had relationships with other
key electronics manufacturers including Motorola, Olin, Texas
Instruments and Lockheed Martin.

Capitalink handled the transaction as ASDG's exclusive financial
advisor in connection with the sale of the operating assets of
the company in the pending Chapter 11 bankruptcy case. Michael
D. Brofman, a senior bankruptcy partner of Certilman Balin Adler
& Hyman LLP of Long Island (N.Y.), was lead counsel for ASD in
the transaction and continues to represent ASD in its
reorganization efforts.

Zachariou said, "We are pleased with the role Capitalink played
in this transaction. We selected Capitalink as our financial
advisor for this assignment because it has gained national
recognition as an innovative, hands-on investment banking firm
that has an impressive track record handling mergers,
acquisitions and sales, as well as assisting management during
the bankruptcy process. Capitalink's experience in these areas
contributed significantly to the result achieved."

Capitalink, L.C. -- http://www.capitalinklc.com-- is one of  
South Florida's leading investment banking firms. With a team of
seasoned professionals who possess diverse expertise in
corporate structuring and finance, financial analysis, and
mergers and acquisitions, Capitalink provides publicly and
privately held businesses and emerging growth companies with a
broad range of investment banking and advisory services.
Capitalink's services include strategic financial guidance and
hands-on assistance in mergers and acquisitions; financial
transaction analysis and rendering fairness opinions and
valuations; restructuring; and raising capital and other
corporate financing activities. Capitalink has served clients in
major business centers throughout the United States and has
handled assignments abroad in the United Kingdom, Germany and
other parts of Europe.

Technology Outsource Solutions will provide comprehensive
contract manufacturing and engineering services to original
equipment manufacturers. The company will specialize in the
fabrication, assembly and testing of complex industrial products
and non-invasive testing equipment.


AMERICREDIT: Fitch Affirms BB+ Rating Seeing Weak Capitalization
----------------------------------------------------------------
Fitch affirms the 'BB+' senior debt rating of AmeriCredit Corp.
(ACF), and revises the Rating Outlook to Negative from Stable.
This change reflects Fitch's concern of declining capitalization
in relation to the current economic environment and the risk
profile of ACF's balance sheet.

In Fitch's assessment, ACF's capitalization profile has declined
ever since the company issued a secondary stock offering in
August 1999. As of Sept. 30, 2001, equity to managed assets has
dropped to 8.77% from 10.04% at Sept. 30, 1999.

The primary driver behind the decline in capital ratios has been
the company's robust receivable growth. The composition of ACF's
capital structure remains weak.

Securitization-based residual assets totaled $1.25 billion or
110% of total equity (equity does not include a deferred tax
liability of approximately $140 million) at Sept. 30, 2001. The
value of these securitization-based residual assets is based on
assumptions related to asset quality and prepayment speeds.

Fitch assesses a significant risk-weight to these assets in its
internal capitalization model. With the substantial decline in
ACF stock price, the injection of common equity into the capital
structure is less likely. If current capitalization trends
continue, the ratings may come under negative pressure.

As a subprime automobile lender, ACF maintains a high-risk loan
portfolio. To date, asset quality has performed within initial
expectations, but Fitch expects losses to accelerate in a
weakening economic environment. The company remains heavily
reliant on secured financing and securitization for funding, and
it depends on cash flow from previously executed securitizations
to fund its day-to-day operations.

Based in Fort Worth, TX, ACF has become the largest independent
subprime automobile finance company in North America. As of
September 30, 2001, ACF maintained $11.3 billion in managed
automobile finance receivables.


AMES DEPT: Gets Open-Ended Extension to Lease Decision Period
-------------------------------------------------------------
David S. Lissy, Esq., Ames Department Stores' Senior Vice
President & General Counsel reminded Judge Gerber that the
Company's request to extend the deadline by which it must decide
whether to assume, assume and assign or reject nonresidential
real property leases through confirmation of a plan is without
prejudice to each lessor's right to request immediate assumption
or rejection at any time with the burden of persuasion remaining
on the Debtors once their chapter 11 cases are 60 days old.

The Debtors submit that their request is entirely reasonable
because:

A. Only Limited Procedural Relief is Requested. The Debtors
   are preserving for each lessor the right at any time to
   compel the assumption or rejection of each lease with the
   Debtors having the burden of persuasion after October 19,
   2001. Thus, the Motion creates efficiencies of avoiding
   repetitive extension motions without depriving lessors of
   substantive rights.

B. The debtors have over 450 leases to be analyzed and discussed
   with the statutory creditors' committee.

C. Assumption/Rejection Decisions are Tied to Business Plans.
   The Debtors are the largest regional discounters in the
   United States. Decisions to assume or reject a lease are not
   "one-off" decisions. Rather, they hinge on overall business
   plans, proximity to distribution centers, efficient
   advertising areas, and other factors which require extensive
   analysis.

D. No Reason to Elevate Leases to Administrative Claims or to
   Forfeit Them. Before an overall reorganization plan is
   developed, it is premature and irresponsible to elevate
   leases to administrative status or to forfeit them by
   rejection.

E. The Debtors are timely paying post-petition rent.

F. The Debtors Need to Concentrate on the Immediate
   Holiday Season. The Debtors must concentrate on stocking
   their shelves for the October-December selling seasons which
   are the most critical of the year.

Mr. Lissy states that underlying each of the Objections are:

A. the assertion that "cause" does not exist, and

B. the Objectors' request for a "blackout" provision precluding
   the Debtors' rejection of shopping center leases until after
   the Christmas season.

It appears the objecting lessors have misread the Motion or
simply overlook the presentation of lessors' rights, Mr. Lissy
says -- which also explains why the vast bulk of lessors have
not objected.

In determining whether cause exists for extending the time
within which a debtor may assume or reject unexpired leases, Mr.
Lissy says that the court must examine a number of factors,
including whether:

A. the lease is a primary asset of the debtor's estate,

B. the debtor has had time to intelligently appraise its
   financial situation and potential value of its assets,

C. the case is exceptionally complex and involves a large number
   of leases,

D. the lessor continues to receive rental payments and the
   debtor fails to pay rent reserved in the lease and

E. the lessor will be damaged beyond compensation under the
   Bankruptcy Code due to the debtor's continued operation.

Martin J. Beinenstock, Esq., at Weil Gotshall & Manges LLP, in
New York, New York, asks the Court to approve the relief request
because:

A. The Debtors fully intend to remain current with respect to
   all outstanding post-petition obligations under the Unexpired
   Leases. Accordingly, the Debtors' lessors will not be harmed
   because they will continue to receive the rent due under the
   Unexpired Leases.

B. The requested extension is without prejudice to any lessor's
   right subsequently to seek a reduction of the extension
   period in respect of its own Unexpired Lease or Leases at
   any with the burden of proof and burden of persuasion
   remaining on the Debtors. Therefore, the proposed extension
   does not adversely effect any substantive rights of the
   Debtors' lessors.

C. It is irrefutable that the Unexpired Leases are valuable
   assets of the Debtors' estates and are integral to the
   continued operation of their businesses. For a retailer, the
   location of its stores and the determination as to which
   store operations should be maintained may be equally
   important to merchandising decisions and, thus, must be made
   in an informed and reasoned fashion.

D. The Debtors are the lessees under more than 450 unexpired
   leases of nonresidential real property and they require time
   to evaluate fully the Unexpired Leases in the context of a
   long term business plan, the Debtors' reorganization, and
   enhancement of value for all parties in interest. Thus, the
   evaluation must be performed both from the point of view of
   analyzing the performance of each individual lease but also
   from the perspective of the Debtors' regional overall
   business plan. Until these evaluations are conducted and
   completed, it would be premature for the Debtors to assume
   or reject Unexpired Leases.

   Once the Debtors complete their long term business plan that
   will encompass their geographical configuration, they will
   be able to make an informed judgment as to the assumption,
   rejection, or sale of Unexpired Leases. It is not in the
   best interests of the Debtors, their estates, or creditors
   to prematurely assume the Unexpired Leases because the
   assumption thereof would require the Debtors to pay
   substantial amounts of administrative expense claims.
   Certain lessors' requests to bar the Debtors from rejecting
   leases during the upcoming seasons are immaterial to the
   Motion. As a practical matter, the Debtors are not currently
   aware of cause to close stores during the Christmas season.
   If the Debtors apply to reject leases, the lessors can
   object.

E. None of the Objecting Parties assert any arguments or
   circumstances unique to their Unexpired Leases, except for
   Eastpoint, Silver Springs, and Amenia. With respect to
   Eastpoint, according to the Debtors' financial records all
   post-petition rents under the Eastpoint Leases were in fact
   paid. With respect to Silver Springs and Amenia, their
   assertion that their Unexpired Leases are harmed, when
   carefully analyzed, is more a function of the filing of the
   Debtors' chapter 11 cases rather than because of the
   proposed extension.

Finding that the relief requested is necessary and in the best
interest of the Debtors and their estates, creditors and other
parties-in-interests, Judge Gerber grants the motion with
respect to unexpired leases for which no objections have been
timely filed. The Court orders the deadline to assume or reject
leases for which no objections have been filed extended to the
date of confirmation of the Debtors' chapter 11 plan provided
that such extension is without prejudice to the right of any
Lessor to file an application for reduction of such time. (AMES
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ARIEL CORP: Fails to Meet Nasdaq Continued Listing Standards
------------------------------------------------------------
Ariel Corporation (Nasdaq: ADSP) announced that it has received
a formal notice from MAYAN Networks stating that MAYAN Networks
is terminating the Agreement and Plan of Merger dated March 28,
2001.  

Ariel also announced that it had received a letter from Nasdaq
informing Ariel that Nasdaq would delist the company from the
Nasdaq National Market effective at the opening of the market on
October 16, 2001.

MAYAN Networks notice to Ariel cited the failure of the Merger
to close on or before August 31, 2001 as the primary reason for
the unilateral termination of the merger agreement.

Nasdaq cited their opinion that the combination of Ariel and
MAYAN Networks would not meet the initial listing standards for
the Nasdaq National Market, and that Ariel failed to meet the
continued listing standards for the Nasdaq National Market.

No further details or information were announced.


ARMSTRONG HOLDINGS: Asbestos Panel Taps Tierney As Consultant
-------------------------------------------------------------
Undaunted by the continuing controversy surrounding its
application to retain professional persons, and the continued
existence of the Committee itself, the Official Committee of
Asbestos-Related Property Damage Claimants of Armstrong
Holdings, Inc. requests the entry of an order by Judge Farnan
authorizing the PD Committee to retain Tierney Communications
located Philadelphia, Pennsylvania, as noticing consultant to
the Committee.

Represented in this effort by Joanne B. Wills of the Wilmington
firm of Klehr, Harrison, Harvey, Branzburg & Ellers, LLP, Ms.
Wills reminds Judge Farnan that, on March 20 and 30, 2001,
respectively, at a time when the asbestos property damage
claimants had no effective committee representation, the Debtors
filed:

a. an Application for Authorization to Employ Kinsella
   Communications, Ltd. as Asbestos Claimant Notification    
   Consultant to the Debtors; and

b. a Motion for an Order to fix general claims bar date,
   approving proof of claim form and notice and approving
   employee and environmental claims notification procedures.

Ms. Wills notes that the Bar Date/Notice Motion:

(a) specifically excluded the "asbestos-related personal injury"
    claimants (i.e., the claimants who controlled the Original
    Asbestos Claimants Committee) from filing a proof of claim
    on or before the requested bar date; and

(b) did not provide for any noticing geared to reach potential
    asbestos-related property damage claimants.

By Order dated April 18, 2001, Judge Farnan granted the Bar
Date/Notice Motion and set August 31, 2001 (the "Bar Date") as
the bar date for only certain pre-petition unsecured claims,
including asbestos related property damage claims, but not for
"asbestos-related personal injury claims".

         The PD Committee Says There Are Significant
   Property Damage Claims and Appropriate Notice Is Needed

Notwithstanding the large property damage claims pending and the
huge potential for the assertion of significant additional
claims, the Committee accuses the Debtors of "aggressively
orchestrating these cases in a manner calculated to
disenfranchise asbestos property  damage claimants".

The Debtors and the General Unsecured Committee are taking
"every possible step to deprive the asbestos-related property
damage claimants of representation in this case". They have
moved to disband the Asbestos Property Damage Committee. They
have opposed the Asbestos Property Damage Committee's
Application to retain counsel, notwithstanding the fact that the
Debtors' have their own special property damage claims counsel.
They sought an "unreasonable" bar date and implemented noticing
procedures which are "unfair" to asbestos-related property
damage claimants.

Ms. Wills states that both the Debtors and the General Committee
have taken the disingenuous position that asbestos-related
property damage claims against Armstrong are either non-existent
or de minimis. She tells Judge Farnan that this simply is not
true.

In addition to the property damage class action suit pending in
this Court, there are other significant property damage claims
presently pending against the Debtors, including lawsuits filed
by the office of the Attorney General for the State of Illinois
seeking over $67 million in damages, the Los Angeles Unified
School District, seeking over $5 million in damages2; and
lawsuits filed by the District of Columbia, New York Telephone
Company, and the State of Mississippi.

Moreover, there is a huge potential for the assertion of
significant additional claims. For instance, the Archdiocese of
New Orleans has recently contacted the Trustee about a property
damage claim.

The Committee has not yet had access to the Proof of Claim
registry. There may be additional property damage proofs of
claim filed. Only with appropriate notice will the full extent
of asbestos-related property damage claims be understood. The
Debtors have also taken the "disingenuous" position that because
Armstrong floor tiles are non-friable, Armstrong has no basis to
anticipate that significant additional property damage claims
will be filed against Armstrong. This has been the Debtors'
mantra for years and this misinformation may be the reason that
more claims have not been brought.

Although the PD Committee admits it does not know how many
potential claimholders it presently represents, the Committee
claims that the putative nationwide class alone consists of tens
of thousands of people, and the total number of creditors
holding other claims against the Debtors for asbestos-related
property damage may well exceed 100,000. As noted by the Trustee
in its Memorandum Response to the Debtors' Motion to Disband the
Property Damage Committee, the property damage claimants cannot
be adequately represented by the General Committee or the PD
Committee. The Trustee stated:

"Asbestos property damage claims are not even comparable to run
of the mill tort claims (e.g. slip and fall claims) that are, in
theory at least, represented by the Official Committee of
Unsecured Creditors. Congress expressly included asbestos
property damage claims within the scope of asbestos-related
claims that may be treated under the procedures set forth in
section 524(g) of the Code. Thus, property damage claimants'
interests are inherently different because they will necessarily
be handled under the Plan entirely different from any of the
constituencies represented by the OCUC. . . . Lastly, it is
abundantly clear from the Debtors' filings that the Debtors
assert across-the-board objections to all property damage claims
and that the Debtors' goal is not to settle the property damage
claims but to expunge them. As the PD Committee notes, Debtors
have special counsel whose entire mission is to represent the
Debtors with respect to property damage claims. Yet the Debtors
seek to deprive the property damage claimants of a means to
protect their interests collectively against the Debtors. It is
understandable that the PD Committee views the Motion as an
effort of the Debtors to stack the deck unfairly against the
property damage claimants."

               The Bar Date Extension Motion

When the Asbestos Property Damage Committee was formed, it
quickly recognized the inadequacy of the notice provided to
potential asbestos-property damage claimants, as well as the
unfairness of the Bar Date set for asbestos-property damage
claimants. Accordingly, on August 2, 2001, as its first
priority, the Asbestos Property Damage Committee filed a Motion
for Entry of An Order (i) Extending The General Bar Date For
Property Damage Claimants; and (ii) Implementing An Appropriate
Notice Program For Unknown Property Damage Claimants. On August
27, 2001, the Court entered a Bridge Order extending the Bar
Date until the Court rules upon the Bar Date Extension Motion.

        The Necessity of Retaining a Noticing Consultant
                    for The PD Committee

The Asbestos Property Damage Committee seeks to employ Tierney
Communication to serve as a noticing consultant in these Chapter
11 cases. The services to be provided by Tierney will be divided
into two tiers:

a. Tierney will provide expert testimony in support of the
Motion to Extend the Bar Date. Specifically, Tierney will
analyze and evaluate the Debtors' noticing program carried out
in connection with the notice of the Bar Date as it related to
asbestos related property damage claimants, taking into
consideration the demographics of those entities and individuals
who may hold claims against the Debtors for asbestos-related
property damage; and

b. Tierney will help the Asbestos Property Damage Committee
develop and implement a noticing program that will effectively
reach unknown asbestos-related property damage claimants. In
that regard, Tierney will advise the PD Committee regarding,
inter alia:

(i) alternatives for a new media and noticing program;

(ii) media planning, media research, and media buying; and

(iii) provide such other services as the PD Committee may
reasonably request from time to time, consistent with the
foregoing scope and objectives in these cases.

Tierney, in connection with its engagement by the PD Committee,
has agreed to be compensated:

(a) on an hourly rate basis at rates that are consistent with
the rates it charges its clients outside of the bankruptcy
context for similar work, designated as its "special project"
rates. The ranges of these rates are:

   President $475
   Executive Vice President $375
   Senior Vice President $325
   Management Director $250
   Vice President/Associate Director $230
   Account Director $150
   Account Planner $ 90
   Assistant Planner $ 75
   Administrative Assistant $ 65

(b) to the extent the noticing plan developed by Tierney is
implemented, whether by Tierney or any other person or entity,
Tierney will receive the greater of:

(i) a 15% commission based on gross cost paid to third-
party media providers for notice advertising; or

(ii) its hourly rates for developing and implementing the
noticing program.

The Commission will be based upon the cost of the media
advertising charged to the Debtors for the dissemination of
legal notice to the asbestos claimant population.

The PD Committee assures Judge Farnan that compensation based
upon a 15% commission is within the industry standard. Pursuant
to section 328(a) of the Bankruptcy Code, an official committee,
such as the PD Committee, may employ a professional on a
commission basis.

Additionally, Tierney will be reimbursed for its necessary and
reasonable expenses.

Tierney has agreed that its requests for payment of fees and
reimbursement of expenses will be governed by the existing
administrative order in these cases respecting interim allowance
and payment of professionals compensation, provided however, the
PD Committee and Tierney respectfully request that only as to
the Commission, Tierney be excused from the interim compensation
procedures established for professionals in these chapter 11
cases.

The Asbestos Property Damage Committee believes that the
compensation arrangement described herein is reasonable and
appropriate for services of this nature and is consistent with
the compensation arrangements charged by Tierney in other cases
in which Tierney has been retained to perform similar
notification services. The PD Committee submits that the
appointment of Tierney on the terms and conditions set forth
herein is necessary, essential, and in the best interests of the
asbestos-related property damage claimants, and all parties in
interest and should be approved.

In support of this request, and to comply with the Bankruptcy
Code's requirements of disclosure, Molly Kuehn Watson, a Senior
Vice President and Director of Business Development of Tierney
Communications tells Judge Farnan that Tierney was provided a
list of interested parties in these proceedings which Tierney
reviewed for conflict purposes. To the best of Ms. Watson's
knowledge and belief, Tierney does not hold any interest adverse
to the Debtors, their estates or parties in interest, and is
disinterested.

However, Ms. Watson advises that Tierney's conflict check did
reveal that IBM Credit Corp., Cigna, and Fujitsu (parties in
interest in these proceedings) are current Tierney clients.
Tierney provides public relations services for IBM and Cigna and
interactive services for Fujitsu. In addition, American Express
and Pfizer (also parties in interest in these proceedings) are
former Tierney clients. Tierney's work for these five entities
is and was unrelated to the Debtors' chapter 11 cases.

To the best of Ms. Watson's knowledge, no services have been
provided to these five entities which could impact their
rights in the Debtors' chapter 11 cases.

Reacting to the delay in approval of the applications of their
proposed professionals, the PD Committee submits that this
Application "plainly satisfies the requirements of section 1103
and should be granted by the Court". Without Tierney's expertise
and experience, the PD Committee would be materially impaired
and prejudiced in its ability to perform its statutory
obligation to asbestos-related property damage claimants
in these cases.

Tierney's services are also necessary in light of the Debtors'
retention of their own noticing consultant, Kinsella
Communications, upon whose advice the Debtors relied in
formulating their woefully inadequate noticing program as it
related to the asbestos property damage claimants. (Armstrong
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)
   

ARMSTRONG WORLD: Court Okays Chan Galbato As New Flooring CEO
-------------------------------------------------------------
U.S. District Judge Joseph J. Farnan Jr., who is overseeing the
Armstrong World Industries Inc. bankruptcy case, approved
Armstrong's hiring of the new head of its largest business,
according to the Lancaster New Era.

Judge Farnan last week signed an order approving the hiring of
Chan W. Galbato as president and chief executive officer of its
worldwide flooring business.

Farnan said hiring Galbato "is in the best interests of"
Armstrong, its creditors and other parties in the case and
"represents a sound exercise of (Armstrong's) business
judgment." (ABI World, October 15, 2001)


ASSISTED LIVING: Seeks Approval of Employee Retention Plan
----------------------------------------------------------
Assisted Living Concepts Inc. is seeking court approval for an
employee retention plan that would keep the troubled company's
management team intact while in chapter 11, according to Dow
Jones.

The Portland, Oregon-based company said it wants to hand out
bonuses ranging from $16,500 to $125,000 to three top executives
and some 15 members of management to ensure they remain with the
company until 90 days after a reorganization plan is
implemented.

The plan's total cost is estimated at $794,490. A hearing on the
issue is scheduled for Friday in the U.S. Bankruptcy Court in
Wilmington, Del.

Under the plan, the retention bonuses would be paid in two
installments. The first payment would consist of half the bonus
if the employee remains with the company through the date a
reorganization plan takes effect. The rest would be paid if the
employee remains until the final payment date established by the
company.

Employees who voluntarily leave the company or those terminated
for cause wouldn't be eligible for the bonuses. Assisted Living
filed for chapter 11 bankruptcy protection on Oct. 1, listing
assets of more than $331 million and debts of $252 million as of
June 30. (ABI World, October 15, 2001)


AT HOME CORP: Ceases Taking New Internet Service Orders
-------------------------------------------------------
ExciteAtHome announced that it notified its cable partners that
it has temporarily ceased taking new orders for its high-speed
Internet service.

Laura Oberhelman, a spokeswoman for Company partner Cox
Communications, asserted that although existing accounts will
not be affected, they can not be modified. (New Generation
Research, October 15, 2001)


AZTEC TECHNOLOGY: Court Disallows Use of Cash Collateral
--------------------------------------------------------
Aztec Technology Partners Inc. on Friday disclosed that the U.S.
Bankruptcy Court for the District of Massachusetts refused its
request to use cash collateral to continue its operations and to
pay employees, according to a company press release.

As a result, the Braintree, Massachussetts-based Aztec ceased
operations and terminated all of its employees at its
headquarters and four subsidiary companies at the close of
business on Friday. (ABI World, October 15, 2001)


BOEING COMPANY: Will Furlough 12,000 Workers by December 14
-----------------------------------------------------------
Hurt by slumping commercial jet orders, Boeing Co. on Friday
began slashing its payroll, saying 12,000 workers would be gone
by mid-December in the first wave of cuts that could reach
30,000 by the end of 2002, Reuters reported.

Updating a job cut plan unveiled eight days after hijackers
crashed four Boeing-built jets on Sept. 11, the company said it
would trim 10,500 jobs in its world-leading commercial jet unit
and another 1,500 jobs from its shared-services unit by Dec. 14.

About 9,000 Boeing employees will receive 60-day layoff notices
on Friday and another 3,000 jobs will be cut through attrition,
retirement and non-renewal of contract employees. The proposed
30,000 job cuts represent 15 percent of Boeing's global work
force of nearly 200,000 and about 30 percent of its 95,000
commercial jet jobs. (ABI World, October 15, 2001)


CARBIDE/GRAPHITE: Strikes Deal with Lenders on New $20M Facility
----------------------------------------------------------------
The Carbide/Graphite Group, Inc. (C/G) (Nasdaq: CGGI) has
reached agreement with certain lenders under its revolving
credit facility on a new $20 million debtor-in-possession credit
facility that is expected to provide the Company with the
working capital it needs to complete a comprehensive financial
restructuring of the Company.

The new facility is in addition to the previously announced cash
collateral agreement between the Company and the lenders under
its $135 million revolving credit facility (the Bank Group)
which gives C/G continuing access to funding under such
revolving credit facility.  The Bankruptcy Court has approved
the motion for the new financing on an interim basis and a final
hearing for the motion has been scheduled for October 30, 2001.  
C/G expects to operate its business in the ordinary course with
the continuing support of the Bank Group.

Walter B. Fowler, C/G's Chairman and Chief Executive Officer,
said, "We have not experienced any major disruptions in our
operations or services as a result of the bankruptcy filing.  
With the continuing support of our trade vendors and the $20
million in new financing, we will continue to deliver the high
quality products and service our customers have come to expect
while we evaluate restructuring alternatives."

The new $20 million debtor-in-possession facility provides for
$10 million in credit immediately available, with an additional
$10 million available upon the request of the Company and the
approval of the Required Lenders, as defined in the DIP
agreement.  

Interest under the DIP accrues at a rate of Prime plus 250 basis
points (currently 8.0%) and the DIP is also subject to
commitment, agency and collateral monitoring fees.  The DIP is
secured by a first priority lien on all of the Company's assets
and is subject to a borrowing base limitation based on the
Company's accounts receivable and inventory.  

The Company is also subject to certain cash flow based covenants
under the DIP, including minimum levels of cash receipts and
maximum levels of cash disbursements.  The DIP has an initial
term of six months and can be extended based on the status of
the Company's bankruptcy case at the end of such six-month
period.


CONTINENTAL AIRLINES: Load Factors Rise After September 11
----------------------------------------------------------
For the first two weeks in October 2001, Continental Airlines
(NYSE: CAL) reported a 71.3 percent domestic and 56.3 percent
international load factor for a systemwide load factor of 65.5
percent.  

The systemwide load factor is 13.2 points above the load factor
reported for the last two weeks of September 2001 and 5.5 points
below the 71.0 percent load factor reported for the comparable
period in 2000.  The domestic load factor is 1.3 points higher
than the results for the same period last year, although on 18.9
percent less capacity.

Continental's on-time arrival rate was 84.0 percent for the
first two weeks of October.  Completion factor for the two weeks
was 99.1 percent, with the carrier operating approximately 1,100
flights a day.

"Continental is continuing to see a growing increase in its load
factors since the Sept. 11 attacks, especially on its domestic
flights," said Gordon Bethune, Continental chairman and chief
executive officer.  "The positive load factor trend shows that
customers have confidence in Continental and are returning to
the skies for their travel needs."

During the first two weeks of October 2001, Continental flew 1.8
billion revenue passenger miles (RPMs) and 2.7 billion available
seat miles (ASMs), resulting in a traffic decrease of 23.6
percent and a capacity decrease of 17.2 percent versus the
corresponding two-week period in October 2000. Domestic traffic
was 1.2 billion RPMs, down 17.4 percent from October 2000,
and domestic capacity was 1.7 billion ASMs, down 18.9 percent
from last year.

Low load factors and yields resulted in a decrease in estimated
systemwide passenger revenue per available seat mile (RASM) of
between 26 and 28 percent for the first two weeks of October
2001, as compared to the first two weeks of October 2000.  
During Sept. 17-30, 2001, RASM declined 38 percent, as compared
to the same period in 2000.

Continental Express, a wholly owned subsidiary of Continental
Airlines, reported a load factor of 62.3 percent for the first
two weeks of October, 1.8 points above the comparable period
last year. Continental Express flew 127.3 million RPMs and 204.2
million ASMs the first two weeks of October, resulting in a
traffic increase of 4.5 percent and a capacity increase of 1.5
percent versus the same period in October 2000.


CYGNIFI DERIVATIVES: Files for Chapter 11 Protection in New York
----------------------------------------------------------------
Cygnifi Derivatives Services LLC has compiled a detailed product
description providing an outline of the array of intellectual
property the company is offering for sale as part of its Chapter
11 bankruptcy process.

Cygnifi filed for Chapter 11 bankruptcy protection in the United
States Bankruptcy Court for the Southern District of New York on
October 4, 2001.

Cygnifi has developed several market-leading applications for
derivatives pricing, portfolio valuation, credit risk
management, and collateral management. Many of these have been
based on JPMorgan's proprietary derivatives systems and are
considered to be "best in class."

Among the intellectual property Cygnifi is offering is:

  - Kapital Risk Management System, a portfolio and risk
    management application;

  - Aladdin, a spreadsheet based multi-currency pricing tool;

  - Cygnifi Analytics Library, the result of seven years of
    development;

  - Sampras, a system for monitoring counterparty credit
    exposure and risk;

  - Collateral Manager, a collateral operations support
    system;

  - Collateral HeatMap, which provides collateral managers
    with advanced tools for evaluating risk in a
    collateralized portfolio;

  - Trinity, a legal information service;

  - Jamshidian Swap Market Model, a leading edge, proprietary
    swap market model;

  - BLUE Derivatives Pricer, a derivatives valuation
    application;

  - Djinni Swaps Pricer, an interest rate swap valuation
    application;

  - Derivates Studio Web-based Derivatives Pricer, an interest
    rate and FX derivatives valuation system;

  - Vizz Valuation Service, a web application to manage a
    portfolio of flow and exotic interest rate derivatives
    online;

  - Mondrian, a P&L and Positions consolidation system.

During its Chapter 11 process, which is expected to take at
least 90 days, Cygnifi will seek buyers for its assets. Cygnifi
also will consider partners for a merger or acquisition of the
company.

For further information please write to the Chapter 11
Administration Office, Cygnifi Derivatives Services LLC, 12th
Floor, 2 Rector Street, New York, NY 10006; telephone 212 485
3237 email chapter11@cygnifi.com; or visit
http://www.cygnifi.com.


CYGNIFI DERIVATIVES: Case Summary & 20 Unsecured Creditors
----------------------------------------------------------
Debtor: Cygnifi Derivatives Services, LLC  
        2 Rector Street, 12th Floor  
        New York, NY 10006  

Type of Business: The Debtor provides a wide range of services
                  relative to the management of its clients'
                  derivatives portfolios. These services include
                  (i) derivatives valuation services, consisting
                  of valuation tools available for clients' use
                  on-line and independent portfolio valuation;
                  (ii) solutions for integrating the Debtor's
                  software products into clients' existing        
                  derivatives systems or customizing the
                  Debtor's derivatives systems to the clients'
                  own needs; (iii) counterparty exposure and
                  credit risk management services, which provide
                  institutions with capabilities to calculate       
                  and manage exposures in derivatives
                  portfolios; and (iv) collateral management
                  services. The Debtor's clients generally
                  consist of financial institutions, asset
                  managers, fund managers, pension funds,
                  foundations, endowed institutions, and
                  corporations.

Chapter 11 Petition Date: October 3, 2001

Court: Southern District of New York

Bankruptcy Case No.: 01-15150

Judge: Robert E. Gerber

Debtor's Counsel: Marc E. Richards, Esq.   
                  Blank Rome Tenzer Greenblatt, LLP  
                  The Chrysler Building  
                  405 Lexington Avenue  
                  New York, NY 10174-0208  
                  Tel: (212) 885-5000  
                  Fax: (212) 885-5003  
                  Email: mrichards@blankrome.com

Total Assets: $34,200,000

Total Debts: $5,100,000

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Allen & Overy London        Legal Services           $665,685
One New Change
London EC4M 9QQ
United Kingdom
(020)7330-3000

Saecos                      Trade Debt               $207,389

Computer Sciences Corp.     Trade Debt               $173,626

L.E.K. Consulting           Consulting Services      $169,235

Heidrick & Struggles, Inc.  Recruiting Services      $113,416

Open Systems Tech.          Consulting Services       $96,541

Epicor Software Corp.       Trade Debt Disputed       $38,000

Applied Reasoning           Consulting Services       $32,295

Arthur Andersen             Tax Services              $25,000

Linden Alschuler &          Public Relations          $20,826
Kaplan, Inc.                Services

Allen & Overy Poland        Legal Services            $19,470

Ozannes                     Legal Services            $10,040

McKenna & Cuneo, L.L.P.     Legal Services             $8,014

MCI Worldcom Comm.          Trade Debt                 $6,041

Brosio, Casati              Legal Services             $4,466

HotJobs.com                 Recruiting Services        $4,200

Aris Corporation            Real Estate Services       $3,736

Wasco Funding Corp.         Trade Debt                 $3,678

Insight                     Trade Debt                 $3,179

Beghin Feider               Legal Services             $2,913


ELOT, INC: Files Chapter 11 Petition in Southern District of NY
----------------------------------------------------------------
eLOT, Inc. (OTCBB: ELOT) announced that it and its subsidiary
eLottery, Inc., have filed for reorganization under Chapter 11
of the Federal bankruptcy code in the U.S. Bankruptcy Court for
the Southern District of New York.

The Company anticipates an early filing of a plan of
reorganization and hopes the reorganization process to be
complete in early 2002.

eLOT Chief Executive Officer, Ed McGuinn, stated, "We have been
evaluating our alternatives since we became aware, in mid-
September, of the uncertainty surrounding receipt of revenues
from the FreeWorldLottery website acquired under the asset
purchase and management agreements with PlasmaNet. To date
we have received no revenues and it is unlikely we will receive
any of the anticipated revenues from the FreeWorldLottery
website. We have been discussing with the principal bondholders
a restructuring of our balance sheet, which would include a
conversion of debt into equity. We are also exploring the
monetization or sale of our remaining assets, including
eLottery. We have had constructive discussions with holders of a
majority of the outstanding bonds and believe we can shortly
achieve a consensual reorganization plan."

eLOT, Inc. --- http://www.elottery.com-- is a leading  
application service provider of Internet marketing and
advertising technology for lotteries. The company offers online
transaction and information systems to lottery operators,
including the Jamaica Lottery. The Company's eLottoNet unit
keeps players informed of lottery results with a free e-mail
notification service. eLOT also owns DM360, which operates a
collection of promotion and direct marketing Web sites.


ELOT, INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: eLOT, Inc.
             101 Merritt 7 Corporate Park  
             Suite #27  
             Norwalk, CT 06851  
             aka Executone Information Systems, Inc.

Court: Southern District of New York

Bankruptcy Case No.: 01-15327

Debtor affiliates filing separate chapter 11 petitions:

            Entity              Case No.
            ------              --------
            ELottery, Inc.      01-15328

Type of Business: The Debtor is provides web-based retailing and     
                  Internet marketing services to governmental
                  lotteries.

Chapter 11 Petition Date: October 15, 2001

Judge: Allan L. Gropper

Debtors' Counsel: Neil Yahr Siegel, Esq.  
                  Angel & Frankel, P.C.  
                  460 Park Avenue  
                  8th Floor  
                  New York, NY 10022-1906  
                  Tel: (212) 752-8000  
                  Fax: (212) 752-8393  
                  Email: nsiegel@angelfrankel.com

eLOT, Inc.
----------

     Total Assets: $ 19,446,000
     Total Debts: $ 31,055,000

     eLOT, Inc.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
United States Trust Co.     7.5% convertible       $16,952,500
of N.Y. as Trustee          debentures due
Mr. Kevin Fox               3/15/2011
114 W. 47th Street
New York, NY 10036-1532

DT Corp./Executone          tort & warranty         $7,000,000
of Idaho                    litigation
Executone of Oregon
d/b/a DataTel Executone
680 S. Progress Avenue
Meridian, ID 83642

Claricom Inc.               tort                    $3,000,000
4 Research Drive
Suite 500
Shelton, CT 06484

Shannon Medical             Alleges product          $620,000
Center d/b/a Corporation    defects
Shannon West
Clyde Wilson, Esq.
Texas Memorial Hospital
120 East Harris Avenue
San Angelo, TX 76902
and/or Grinnell Corp.
7604 Kempwood Drive
Houston, TX 77055

Cahill Gordon                                        $456,024
80 Pine Street
New York, NY 10005-1702

McKesson General Medical    Contract dispute         $120,000
Corp.                       over upgrades

Lane Powell Spears Lubersky                          $101,372

John H. Henry               Loan                      $83,000

Arthur Andersen LLP                                   $62,100

Alex Burstein               trade                     $60,000

Scott & Associates                                    $47,178

Wilson Sonsini Goodrich & R                           $34,487

Condor Technology Solutions,                          $30,546
Inc.

Arent Fox Kintner Plotkin &                           $27,054
Kahn

Chau & Associates, LLP      trade                     $20,850

Bowne of New York City, Inc.                          $20,618

230 Park Investors L.L.C.                             $17,021

Chris Hollenbeck            Employee compensation     $16,000
                            Litigation

Schirrm eister Ajam ie                                $15,234

Hunton & Williams                                     $13,943


elottery, Inc.
--------------

     Total Assets: $12,779,000
     Total Debts: $12,150,000

     eLottery, Inc.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Preston Gates Ellis &                                 $440,462
R,M. LLP
1735 New York
Avenue NW, Suite 500
Washington, DC
20006-5209

Inter-tel Integrated        lease                    $190,000
Systems

Virtgame                    trade                    $154,750

Specialized Software        trade                    $143,000
Int'l Inc.

Energenic, LLC                                       $115,027

Worldcomm/UUnet                                       $58,000

Parry and Romani            trade                     $37,500
Associates, Inc.

Cassidy & Associates                                  $31,485

Merritt 7 Venture LLC 101                             $22,409
M7

Condor Technology                                     $22,398
Solutions, Inc.

Silver Carrot, Inc.                                   $17,233

Vertical Force.com          trade                     $17,000

CDW Computer Centers, Inc.                            $16,448

Jackpot.com                                           $14,291

Versus                      trade                     $14,098

LaFleur's Lottery World                               $12,500

iAmigo Corporation                                    $11,803

Edemographic                                          $10,000

Net Nanny Software,                                   $10,000
Int'l Inc.

ITIS Services                                          $8,316


EMERALD SOLUTIONS: Files For Chapter 11 Relief in Oregon
--------------------------------------------------------
SBI, a rapidly growing professional services company, announced
it is acquiring from Emerald Solutions over 200 world-class
employees and their client relationships with leading companies
including American Airlines, AT&T and Verizon.  

The combination creates a more formidable and profitable
professional services organization that can provide customers
with a unique combination of award-winning talent, financial
stability and vertical market expertise.

"Emerald Solutions has assembled an extraordinary group of
people and marquee clients," said Ned Stringham, president and
CEO of SBI.  "These will further enhance SBI's core competencies
and vertical market focus to make SBI the leading professional
services company that can do amazing work for its clients."

"We are thrilled about this opportunity to become part of SBI
because it allows us to continue doing what we enjoy most --
delivering work for our customers that improves their business,"
said Martin Wright, CEO of Emerald Solutions.  "Emerald
Solutions' talented professionals, list of clients, and strong
partner relationships will help ensure SBI emerges as a winner
in the professional services market."

Emerald Solutions' professionals bring in-depth experience
implementing technology solutions, including Art Technology
Group, BEA Systems, Blue Martini, Siebel and WebMethods, to
enable and simplify customer collaboration. This expertise is an
excellent fit with SBI's existing customer-facing services that
help clients acquire, retain and extend customer relationships.
Emerald Solutions also brings strong partner relationships with
each of these technology vendors that will enhance SBI's
existing partnerships with companies like IBM, Oracle, J.D.
Edwards, Interwoven and i2.

The relationships with marquee customers are centered around two
new vertical markets -- transportation and telecommunications.  
Current blue-chip customers include American Airlines, Hawaiian
Airlines, AT&T, Verizon, and Cable & Wireless.  These clients
and Emerald Solutions' vertical market expertise add to SBI's
focus in manufacturing, retail and financial services.

SBI expects this acquisition to be accretive to earnings in its
first quarter of operations inside SBI.  "SBI has run all of its
earlier acquisitions, including marchFIRST, profitably from day
one," added Stringham. "We expect no less from this
acquisition."

Concurrently with this announcement, Emerald Solutions has
announced that it has voluntarily filed a petition with the U.S.
Bankruptcy Court in Oregon for relief under Chapter 11 of the
U.S. Bankruptcy code.  This will allow Emerald Solutions to
continue to deliver services to its clients without interruption
until court approval of this transaction is received.

SBI is a rapidly growing professional services company that
helps clients leverage technology and creative services to
improve their business.  SBI's customer-, enterprise-, and
supplier-facing solutions help clients acquire, retain and
extend customer relationships, improve collaboration, enhance
operational performance, and integrate and coordinate their
supply chains.

The company's vertical market, business process, technology and
creative expertise coupled with proven delivery methodologies,
enable it to provide solutions on time and on budget.  SBI,
headquartered in Salt Lake City, has offices in most major
cities across the U.S.  For more information, visit
http://www.sbionline.com


EXODUS COMMS: Wants to Pay Pre-Petition Employee Obligations
------------------------------------------------------------
Exodus Communications, Inc. seeks Bankruptcy Court authority to
pay and honor their employee-related pre-petition obligations
owed to current and former employees and independent
contractors.

The Debtors also seek confirmation that they are permitted to
pay any and all local, state and federal withholding and
payroll-related taxes relating to pre-petition periods,
including, but not limited to, all withholding taxes, Social
Security taxes and Medicare taxes.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Wilmington, Delaware, tells the Court that as of the Petition
Date, the Debtors' workforce consisted of approximately 2,600
full-time employees, 25 part-time employees and 25 independent
contractors.

The Pre-petition Employee Obligations that the Debtors owe their
Employees include:

   A. unpaid pre-petition wages, fees, salaries, bonuses,
      commissions and expense reimbursements;

   B. accrued vacation, sick, holiday and excused leave days;
      and

   C. Employee Benefits.

Mr. Chehi relates that the Debtors' salaried and hourly
Employees are paid bi-weekly in the ordinary course of the
Debtors' business. In addition, certain of the Employees are
paid commissions on a periodic basis based upon sales made for
the prior period.

The Debtors estimate that, as of the Petition Date, accrued but
unpaid wages, salaries, commissions, performance based bonuses,
other compensation and withholding taxes total approximately
$8,900,000 and that accrued vacation, sick, holiday and excused
leave pay totals approximately $9,900,000.

Mr. Chehi relates that Sales representatives typically receive a
draw against anticipated commissions and under certain
circumstances will receive for a period of time an irrevocable
or guaranteed draw. The Debtors recently instituted modification
to their sales commission structure pursuant to which for a
period of three months, sales representatives will receive
irrevocable draws on commissions equal to 50% of the historical
commissions paid to them.

In December 2000, Mr. Chehi informs the Court that the Debtors
adopted a cash incentive program for other non-sales employees,
pursuant to which the Debtors' employees would be paid certain
cash incentives upon the achievement of certain company-wide
performance targets. The Debtors intend to continue the Cash
Incentive Program on a Company wide basis.

In general, Mr. Chehi submits that the pool of funds potentially
available for these purposes assuming the goals are met is
approximately $8 million per quarter covering approximately
2,300 employees.

Although the Debtors believe that the Sales Incentive
Modification and the Cash Incentive Program are in the ordinary
course of their business and do not require Court approval, Mr.
Chehi requests express approval of these programs from the Court
in order to assuage any fears from the Debtors' employees that
payments under these programs will not be made.

Mr. Chehi states that certain Employees also have incurred
business expenses that, consistent with ordinary practice, are
reimbursable by the Debtors. These include expenses for
relocation, travel and incidental expenses such as parking, auto
care and tolls. The Debtors estimate that as of the Petition
Date, accrued but unpaid reimbursable Employee expenses
aggregate to approximately $270,000.

Prior to the Petition Date, the Debtors offered Employees many
standard employee benefits, including:

      A. medical and mental health coverage,
      B. dental and vision coverage
      C. COBRA,
      D. basic term life and supplemental life insurance,
      E. accidental death and dismemberment ("AD&D"),
      F. disability insurance,
      G. business travel accident and disability insurance,
      H. an employee assistance program,
      I. flexible spending accounts,
      J. a 401(k) plan,
      K. incentive awards,
      L. tuition reimbursement,
      M. employee stock purchase program and
      N. miscellaneous other benefits.

The Debtors estimate that accrued, unpaid Employee Benefits as
of the Petition Date total less than $1.2 million.

The Debtors also currently maintain premium-based workers'
compensation coverage. Mr. Chehi explains that it is critical
that the Debtors be permitted to continue their workers'
compensation program and to pay pre-petition claims, assessments
and premiums because alternative arrangements for workers'
compensation coverage would most certainly be more costly, and
the failure to provide coverage may, in some states, subject the
Debtors and/or their officers to draconian penalties.

In addition, the Debtors have maintained an employee severance
program, which grants the majority of employees subject to work
force reductions a lump sum payment and COBRA coverage.

Recently, Mr. Chehi relates that the Debtors terminated
approximately 266 employees -- of which approximately 238 are
Rank and File Employees, 154 of which have not yet been issued a
severance payment and have terminated approximately 84 Employees
post-petition.

Mr. Chehi states that while the Debtors do not at this time seek
authority to make Severance Program-related cash payments to
Employees at the level of Vice President and above, the Debtors
do seek authority to provide severance-related COBRA and similar
post-termination benefits to such higher-level Employees.

In accordance with the Debtors' historical pre-petition
severance policy, Mr. Chehi informs the Court that majority of
the Debtors' terminated employees are eligible to receive one
month's severance. Such severance obligations are payable by the
Debtors either by lump sum payment, or through salary
continuance payments made in connection with the Debtors'
ordinary course bi-weekly pay cycle.

Mr. Chehi informs the Court that the aggregate cost of the
Severance Program for unpaid severance payments to Rank and File
Employees severed pre-petition as a result of the Debtors'
workforce reductions will be less than $1,000,000. The Debtors
seek authority to pay severance to Employees terminated pre-
petition and also seek authority to pay Severance Program
obligations to hundreds of Employees who have been or are
expected to be terminated post-petition.

If pre-petition benefits, compensation, severance and
reimbursement amounts are not received by the Employees, Mr.
Chehi submits that the employees will suffer extreme personal
hardship and in many cases will be unable to pay their basic
living expenses. This clearly would severely erode Employee
morale and result in unmanageable Employee turnover during the
critical early stages of the Debtors' chapter 11 cases.

Moreover, Mr. Chehi contends that failure to fulfill the
Debtors' employee obligations could further strain relations
between management and employees, which could adversely affect
the likelihood of a successful reorganization. The Debtors
submit that any significant deterioration in morale at this time
will substantially and adversely impact the Debtors and their
ability to reorganize, thereby resulting in immediate and
irreparable harm to the Debtors and their estates.

In addition, payments under severance programs to former
employees are critical for three primary reasons:

   A. If the Debtors fail to honor severance payments to former
      employees, current Employees may grow distrustful of the
      Debtors' management and may leave.

   B. All of terminated employees have executed general releases
      and covenants not to compete in exchange for the
      severance. Fulfillment of the Debtors' severance payment
      obligations will both minimize employee termination claims
      and prevent former employees from competing with, and/or
      disparaging, the Debtors and their businesses.

   C. Many of the former employees have forged strong, close
      relationships with the Debtors' customers and vendors.
      Failure to pay severance could significantly impede the
      Debtors' reorganization efforts.

The Debtors submit that the amounts to be paid the Employees
pursuant to this Motion are reasonable compared with the
importance and necessity of preserving Employee loyalty and
morale, and with the difficulties and losses that the Debtors
likely will suffer if those amounts are not paid.

Accordingly, the Debtors seek authorization to pay the Pre-
petition Employee Obligations, all in accordance with the
policies, plans and programs that were in place prior to the
Petition Date and as may be modified from time to time. (Exodus
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FEDERAL-MOGUL: Engages Coblence & Warner as Asbestos Counsel
------------------------------------------------------------
Because of the Firm's long-standing familiarity with the
Federal-Mogul Corporation's businesses and their potential
asbestos liabilities, as well as their extensive experience in
the field of asbestos litigation defense, James J. Zamoyski, the
Debtors' Senior Vice President and General Counsel, tells the
Court, Federal-Mogul wants to employ Coblence and Warner P.C.,
as its special asbestos litigation counsel during the course of
these chapter 11 cases.

Mr. Zamoyski advises that Coblence has acted as national
coordinating and trial counsel for many years and have
unparalleled experience in all aspects of asbestos litigation
defense on a national, regional and local level, and matters
related to the resolution of asbestos liabilities in bankruptcy.

The Debtors believe that it is necessary and in the best
interests of their estates and creditors to employ and retain
Coblence's as their special asbestos litigation counsel to
render professional services on their behalf in connection with
various asbestos-related personal injury liability matters. The
Debtors believe that Coblence's continued representation of the
Debtors in connection with asbestos litigation is essential to
the Debtors' successful reorganization and will provide a
substantial benefit to the Debtors, their estates and creditors.

Coblence will provide legal and litigation support required by
the Debtors in connection with their asbestos litigation
matters, including:

A. providing analysis and advice to the Debtors in formulating
   and implementing a litigation strategy for resolving
   asbestos-related claims;

B. providing strategic advice to and representing the Debtors in
   connection with any and all matters in these bankruptcy
   proceedings arising from asbestos-related personal injury
   and property damage claims including:

    1. counseling and representing the Debtors in connection
       with all aspect of asbestos claims related litigation,
       including commencing, conducting and defending such
       litigation wherever located;

    2. counseling and representing the Debtors and assisting
       the Debtors' general bankruptcy counsel in connection
       with the formulation, negotiation and promulgation of a
       plan of reorganization and related documents related to
       asbestos claims; and

    3. counseling and representing the Debtors and assisting the
       Debtors' general bankruptcy counsel in connection with
       reviewing, estimating & resolving the asbestos claims.

C. Analyzing, litigating and advising the Debtors concerning the
   asbestos claims, including issues related to:

      1. removal, transfer, venue, abstention, injunctions,
         automatic stay and related matters, to the extent
         related to alleged asbestos liability;

      2. assisting the Debtors' general bankruptcy counsel with
         respect to asbestos claims bar date, asbestos-related
         proof of claim forms and related notice and asbestos
         claim processing issues, asbestos claim objections and
         litigation relating to claim allowance or disallowance,
         to the extent related to alleged asbestos liability.

D. render such other services as may be in the best interests of
   the Debtors in connection with any of the foregoing, as
   agreed upon by Coblence and the Debtors.

Mr. Zmoyski states that Coblence will charge the Debtors on an
hourly basis plus reimbursement of all expenses incurred in
connection with these cases. The current hourly rates of
Coblence are:

      Attorneys               $175-475/hour
      Para-professionals       $90-150/hour

Mr. Zamoyski relates that Coblence received a $300,000 retainer
prior to the Petition Date.

Paul J. Hanly, Jr., a partner of the firm Coblence & Warner,
states that the Firm conducted a series of searches of its
records to identify relationships with creditors and other
parties.  Mr. Hanly discloses two asbestos-related defense
representations involving Porter Hayden Corp. and Pneumo Abex
Corp. (Federal-Mogul Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


IASIAWORKS: Sells Korean Assets To Focus On Taiwan Operations
-------------------------------------------------------------
iAsiaWorks(TM), Inc. (Nasdaq:IAWK) sold its Seoul, Korea data
center to Korean Internet Data Center, Inc. and its Korean
internet access customer base to Dacom. In conjunction with
these transactions, iAsiaWorks has terminated all of its Korean
employees and intends to cease operating in Korea.

iAsiaWorks also announced the departure of three of its senior
executives, which aligns the management of the Company with its
reduced scope of operations. Jon Beizer, CEO, Dennis Muse,
president and COO, and Jon Engman, CFO, have left the company's
management.

Beizer and Muse will remain on the company's Board of Directors.
Beizer will be replaced by Nicolas Pianim, who previously was
the company's vice president of Corporate Development. Engman
will be replaced by Andrew Gidney, who previously was the
company's vice president of Finance.

Pianim commented, "in conjunction with selling most of our
assets in Korea, we are attempting to rationalize the company's
liabilities and focus our remaining resources on our data center
assets in Taiwan. In this regard, we are endeavoring to
restructure our debt and expect to further reduce the level of
our operating expenses. The change in management reflects the
company's efforts to immediately reduce costs and our need for
fewer management personnel now that we are focused on a more
narrow geographic area."

iAsiaWorks works for businesses that want to work in Asia. The
company provides data center services to businesses that include
Digital Island and DoubleClick, targeting customers that are
establishing or extending their operations within the
Asia/Pacific region, primarily in Hong Kong and Taiwan.

It also serves Asian businesses looking to move into US markets.
Formerly AUNET, the company has expanded through acquisitions,
including AT&T EasyLink Services Hong Kong, Silicon Valley-based
Web Professionals, and Australia's Cyberhost. Newbridge Capital
Group and Institutional Venture Partners are among the firm's
investors. In 2001 the company divested all operations in Korea.

The Company has launched a program to dramatically reduce its
cost structure, and at the same time, it is working with all of
its major creditors in an effort to restructure its debt. Over
the last few months, the Company has missed many of its
scheduled payments and, in order to continue to operate without
filing for bankruptcy protection, the Company must secure the
cooperation of its creditors.


INTEGRATED HEALTH: Gets Okay to Assume Amended Keller, TX Lease
---------------------------------------------------------------
Integrated Health Services, Inc. sought and obtained the Court's
authority for the assumption of a lease, by and between The
Jefferson Boyd and Jo Juana Summitt Trust, as landlord, and
debtor Arbor Living Centers of Texas, Inc., as tenant, dated as
of May 1, 1987, as amended, and further amended by a Second
Amendment To Lease, dated as of July 1, 2001, related to non-
residential real property and improvements located in Keller,
Texas and known as the Mimosa Manor Care Center.

The Facility, a 150-bed nursing home, has been profitable and
the Debtors have obtained rent concessions, as provided in the
Second Amendment to Lease, to further enhance profitability.

The current landlord is successor-in-interest to the original
lease entered on or about May 1, 1987 by and between debtor as
tenant and Elton G. Beebe and Senior Citizens Management Corp.,
as the "underlying lessor" and lessor, respectively. The First
Amendment (specifically, an Amendment To Nursing Home Lease
Agreement, dated April 22, 1991) was entered by the parties to
the original lease before the current landlord succeeded to the
interests of the lease.

On an annualized basis, as of June 30, 2001, the Facility was
profitable, and the Facility's pro-forma annualized cash flow as
of that date was $229,831.00. In an effort to further enhance
the profitability of the Facility, the Debtors commenced
discussions with Landlord, to negotiate a rent concession. After
extensive arm's length negotiations, the Debtors and Landlord
agreed to amend the Lease to substantially reduce the rent due
under the Lease, extend the Lease term, and require the Debtors'
to assume the Lease, as amended.

Briefly, the parties agreed to a fixed monthly rental of (i)
$31,000 per month for each month commencing on July 1, 2001,
through and including the month of June, 2006; and (ii) $33,000
per month for each month, commencing on July 1, 2006, through
and including the last month of the Lease. The Second Amendment
reduces the annual Lease rent from $592,628.00 to $372,000.00 --
an annual rent reduction totaling $220,628.00.

If the rent reduction implemented by the Second Amendment had
been in effect during the last six months, the Facility's pro-
forma annualized cash flow as of June 30, 2001, would have been
$450,459. The Lease term was extended from April 30, 2007, until
midnight on June 30, 2011.

The Second Amendment increases the profitability of the
Facility, and the Debtors believe that the rent reduction
implemented by the Second Amendment will improve the Facility's
fiscal health such that the Debtors can expect to realize
increased profits during the remainder of the Lease term.
(Integrated Health Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


J.C. PENNEY: Completes Sale of $650MM Convertible Note Due 2008
---------------------------------------------------------------
J. C. Penney Company, Inc. (NYSE: JCP) announced the completion
of the sale of $650 million of 5% convertible subordinated notes
due 2008.  

The total amount of notes sold, which exceeds the previously
announced amount of $600 million, reflects the exercise of the
initial purchasers' option to acquire an additional $50 million
of notes.  

The notes are convertible into 22.8 million shares of JCPenney
Common Stock at the option of the holders, at a conversion price
of $28.50 per share.  The notes are callable by the Company on
or after October 20, 2004.  Proceeds from the offering are
expected to be used primarily for upcoming debt maturities.

Commenting on the transaction, Allen Questrom, Chairman and
Chief Executive Officer, said, "We are pleased with the support
received from investors and our continuing ability to
effectively access the capital markets.  While we continue to
believe that it will take time to reach our financial targets,
the Company has made significant strides this year in efforts to
improve the operating performance of its businesses.  Proceeds
from this sale further strengthen our financial condition and
increase our financial flexibility."

The notes were offered to qualified institutional buyers in
reliance on Rule 144A and to persons outside the United States
under Regulation S.  The notes, and the JCPenney Common Stock
issuable upon conversion of the notes, have not been registered
under the Securities Act of 1933, as amended, and they may not
be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.

J. C. Penney Company, Inc. is one of America's largest
department store, drugstore, catalog, and e-commerce retailers,
employing approximately 270,000 associates.  The Company
operates approximately 1,080 JCPenney department stores in all
50 states, Puerto Rico, and Mexico.  

In addition, the Company operates approximately 50 Renner
department stores in Brazil. Eckerd operates approximately 2,650
drugstores throughout the Southeast, Sunbelt, and Northeast
regions of the U.S.  JCPenney Catalog, including e-commerce, is
the nation's largest catalog merchant of general merchandise.
J. C. Penney Company, Inc. is the sponsor of JCPenney
Afterschool, a partnership committed to providing children with
high-quality afterschool programs to help them reach their full
potential.


LECHTERS INC: Will Close 315 Stores & Liquidate Inventories
-----------------------------------------------------------
Lechters Inc., a housewares chain that filed for bankruptcy
protection in May, on Friday announced that it would close all
of its 315 stores and liquidate its inventory, according to
Reuters.

A potential buyer was found for the chain, but a deal could not
be reached, the Harrison, New Jersey-based company said. (ABI
World, October 15, 2001)


LERNOUT & HAUSPIE: Judge Wizmur Sets Stage for Plan Confirmation
----------------------------------------------------------------
U.S. Bankruptcy Judge Judith Wizmur on Friday set the stage for
confirmation of speech technology company Lernout & Hauspie
Speech Products NV's (L&H) reorganization by giving preliminary
approval to a document that lays out part of a reorganization
plan, according to Reuters.

After hearing objections from creditors, Judge Wizmur said that,
subject to changes made in response to the claims, she would
approve a disclosure statement of Dictaphone Corp., a unit of
Belgium-based L&H which operates independent of its parent.
Formal approval is expected next week.

Wizmur also scheduled a hearing for Nov. 29 and 30 to consider
confirmation of L&H's reorganization plan. The company filed a
revised plan with a Belgian court last month.

Lernout, which last year bought rival Dictaphone, filed for
bankruptcy protection in Belgium and the United States last
November. (ABI World, October 15, 2001)


LYON'S OF CALIFORNIA: Files For Chapter 11 Protection in Calif.
--------------------------------------------------------------
ICH Corporation (AMEX:IH) announced that its former subsidiary
Lyon's of California, Inc. filed for chapter 11 protection.

The chapter 11 case was filed on October 12, 2001 in the U.S.
Bankruptcy Court for the Southern District of California, in San
Diego. The Company sold the Lyon's subsidiary to its current
owners on January 13, 2001. In connection with that sale, the
Company was required to remain contingently liable on certain
Lyon's term debt owed to USRP (Finance), LLC (USRP) and assumed
by the purchaser.

Also in connection with that sale, the purchaser agreed to
indemnify the Company for up to $3.0 million (subject to certain
reductions as set forth in the stock purchase agreement) in the
event that the Company is required to make any payments on the
assumed USRP debt.

The current outstanding balance on the assumed USRP debt is
approximately $11.5 million. The Company is currently in
discussions with USRP regarding the immediate and long-term
implications of these developments on the Company's contingent
obligations with respect to the assumed USRP debt.

ICH is a Delaware holding corporation which, through its
principal operating subsidiaries, currently operates 240 Arby's
restaurants located primarily in Michigan, Texas, Pennsylvania,
New Jersey, Connecticut and Florida.


MAXICARE HEALTH: Molina Accepts Sacramento GMC Contract
-------------------------------------------------------
Molina Healthcare of California has accepted assignment of
Maxicare's Sacramento Geographic Managed Care (GMC) contract,
which adds about 8,000 patients to Molina's membership.

Molina already serves more than 15,000 members in the Sacramento
area.

On Thursday, October 4, the U.S. Bankruptcy Court approved
arrangements allowing the affected Maxicare GMC members to
become Molina members. The transfer of members is scheduled to
occur on December 1, 2001.

Molina has been working with the California Department of Health
Services (DHS) to facilitate continuity of care for the former
Maxicare members, and DHS has notified these members of the
change. Molina is making arrangements to permit the affected
members to remain with their current practitioners.

According to George S. Goldstein, Ph.D., chief executive officer
and president of Molina Healthcare of California: "In an era
when many health plans have discontinued their Medi-Cal
coverage, Molina is stepping up its efforts to bring quality
health coverage to this traditionally underserved population."

Molina Healthcare of California, an affiliate of Molina
Healthcare Inc., serves more than 200,000 Medi-Cal and Healthy
Families Program members in Northern and Southern California.
Molina's delivery system provides for a comprehensive approach
to good health through its network of primary care clinics, and
subcontracting arrangements with individual physicians,
independent practice associations (IPAs) and hospitals.


PACIFIC GAS: Inks Plan Support Agreement with Committee & Parent
----------------------------------------------------------------
The Official Committee of Unsecured Creditors, Pacific Gas and
Electric Company, and PG&E Corporation have entered into a
Support Agreement, dated October 2, 2001, in connection with the
Plan of Reorganization proposed by PG&E and its parent company.  
The Support Agreement provides:

(1) Filing of PG&E's Plan and Disclosure Statement.

    PG&E shall file the Plan (and required Disclosure Statement)
    providing for the treatment of creditors' claims against
    PG&E (Claims) no later than October 31, 2001.

(2) Amendment or Modification of Plan.

    The Committee acknowledges that the Plan may be modified or
    amended by Proponents, and any such modification or
    amendment that does not constitute a material adverse change
    or a material adverse change in the treatment of an
    unsecured creditor class shall be deemed not to affect any
    obligations of the Committee. Should any modification or
    amendment to the Plan be necessary to obtain confirmation of
    the Plan or for the Restructuring to be consummated, each of
    the Parties agrees to negotiate in good faith any such
    amendments and modifications to the Plan.

(3) Approval of the Disclosure Statement and Confirmation of the
    Plan.

    The Proponents shall use their commercially reasonable best
    efforts to obtain approval of the Disclosure Statement no
    later than January 30, 2002 and confirmation of the Plan no
    later than June 30, 2002 in accordance with the Bankruptcy
    Code and on terms consistent with the Plan and this
    Agreement. The Committee shall cooperate in the Plan filing
    and Plan confirmation process. The Parties shall take all
    commercially reasonable actions and use their respective
    best efforts to achieve timely confirmation and consummation
    of the Plan.

(4) Committee Support of the Restructuring.

    So long as no Support Termination Event, as defined in the
    Agreement, has occurred, the Committee shall:

    (i)   fully support the Plan,

    (ii)  advocate in all material respects the Plan and the
          Restructuring,

    (iii) recommend that all parties-in-interest entitled to
          vote do so in favor of the Plan,

    (iv)  advocate and support all approvals and required orders
          concerning the Plan or the Restructuring,

    (v)   support the extension of PG&E' s exclusivity under
          section 1121 of the Bankruptcy Code, and

    (vi)  respond affirmatively to all inquiries from creditors
          or other parties-in-interest concerning the Plan and
          the Restructuring.

    In addition, except as permitted or contemplated by this
    Agreement, the Committee will not:

    (i)   object to confirmation of the Plan or otherwise
          commence any proceeding to oppose, modify, amend or
          alter the Plan, the Disclosure Statement, the
          Bankruptcy Court orders to be prepared in connection
          therewith, or any other documents or agreements to be
          executed or implemented in connection therewith, each
          of which documents and agreements shall be consistent
          in all material respects with this Agreement
          (collectively, the "Restructuring Documents"),

   (ii)   consent to, support or participate in the formulation
          of any plan of reorganization or liquidation other
          than the Plan,

   (iii)  directly or indirectly seek, solicit, support or
          encourage any plan other than the Plan, or any sale,
          proposal or offer of dissolution, winding up,
          liquidation, reorganization, merger, reorganization or
          restructuring of PG&E or any of its affiliates that
          reasonably could be expected to prevent, delay or
          impede the successful implementation of the
          Restructuring contemplated by the Plan and the
          Restructuring Documents; or

   (iv)   take any other action not required by law that is
          inconsistent with, or that would materially delay,
          confirmation or consummation of the Plan or the
          Restructuring.

(5) Among other provisions, the Plan will provide for the
    following:

    a. Post-confirmation interest.

       Payment of all accrued interest, pre-petition and post-
       petition, on all allowed unsecured claims, within 10 days
       of confirmation of the Plan or as soon thereafter as a
       claim is allowed or otherwise as practicable. Thereafter,
       interest on all allowed unsecured claims, payable
       quarterly, in arrears, at the rate specified on the "PG&E
       Unsecured Creditor Post-Petition Interest Schedule"
       attached as Exhibit "B" to the Agreement, through the
       earlier of a Support Termination Event or the Effective
       Date of the Plan.

       All interest shall be calculated at the contract, non-
       default, rate or the Federal Judgment rate, as applicable
       and, unless otherwise specified in an existing agreement
       between the Company and a creditor, interest shall be
       compounded annually. The Company reserves the right to
       recharacterize, in its sole discretion, the amounts paid
       in the event of a Support Termination Event.

    b. Assurances regarding debt securities.

       The Proponents shall take all commercially reasonable
       actions prior to the Issuance Date (hereinafter defined
       as the date upon which all debt securities issued or sold
       pursuant to the Plan are freely tradable) to ensure that
       the debt securities issued or sold under the Plan will be
       structured, marketed, priced and sold in such a manner to
       trade at par; provided, however, the assurances herein
       are not intended to protect against changes in market
       interest rates after the Issuance Date. At all times
       prior to the Issuance Date the Committee shall be given
       reasonable observation rights in the process of
       structuring, marketing, pricing and selling the debt
       securities.

    c. Placement Fee.

       As further consideration for general unsecured claimants
       receiving newly issued debt securities, there shall be
       paid a $40 million dollar placement fee at the Issuance
       Date.

(6) Reservation of Rights, Claims, Remedies and Defenses.

    Each Party expressly acknowledges and agrees that, except as
    provided specifically in the Agreement, nothing in the
    Agreement is intended to, or does, in any manner waive,
    limit, impair or restrict the ability of the Committee or
    each individual Committee member to protect and to preserve
    all of their rights, claims, remedies, defenses and
    interests, including, without limitation, with respect to
    claims against the Proponents, if any, or their full
    participation in the bankruptcy process and in any
    proceedings in the Case. Each Party further expressly
    acknowledges and agrees that by entering into this
    Agreement, the Committee and each individual Committee
    Member, does not waive any of their legal rights, claims or
    causes of action against the Proponents, if any, and any of
    their affiliates or any defenses that the Committee or each
    individual Committee Member may have in connection with any
    claim objection, avoidance action, adversary proceeding or
    other action or legal proceeding that the Proponents or
    their affiliates may bring against the Committee or any one
    or more of the Committee Members. By execution of this
    Agreement, the Committee and the Committee Members do not
    make any admissions of any law or fact.

(7) Individual Committee Members.

    This Agreement is not binding upon the individual members of
    the Committee and shall in no way be deemed or construed to
    limit, restrict, impair or preclude such Committee members
    from taking any and all action or positions, whether adverse
    to the Debtor or not, in the Case, including but not limited
    to, as concerns the Plan or the Plan Disclosure Statement.

(8) Solicitation Acknowledgement.

    This Agreement is not and shall not be deemed to be a
    solicitation for consents to the Plan. The solicitation of
    votes concerning the Plan will not occur until parties
    entitled to vote on the Plan receive the Disclosure
    Statement and related ballots, as approved by the Bankruptcy
    Court. The Committee expressly reserves the right to object
    to the Disclosure Statement if, in the Committee's judgment,
    it contains inadequate disclosures.

(9) Conditions.

    The Committee's obligations under the Agreement are
    conditioned upon the satisfaction or waiver of the following
    conditions:

    a. By no later than October 31, 2001, the Proponents shall
       file a Plan and Disclosure Statement.

    b. By no later than December 31, 2001, the Proponents shall
       file applications with the FERC for approval of the
       disaggregation of the Company, market-based rates, and
       the rates and terms of a bilateral supply agreement
       between Disco and Genco.

    c. By no later than June 30, 2002, the Bankruptcy Court
       shall enter its order confirming the Plan.

    d. By no later than November 30, 2002, the Proponents must
       obtain indicative ratings of investment grade by Standard
       and Poor's and Moody's Investor Services for all debt
       securities to be issued or sold pursuant to the Plan.

    e. By no later than December 31, 2002, the Proponents shall
       receive all necessary regulatory approvals from the FERC,
       the NRC and the SEC.

    f. By no later than December 31, 2002, the Proponents shall
       have resolved any tax issues raised by the Plan in a
       manner reasonably satisfactory to the Committee.

    g. By no later than March 31, 2003, the Plan Effective Date
       must occur.

(10)Termination Events.

    The obligations of a Party hereunder shall terminate and be
    of no further force and effect if one of the following
    events occurs (each a Support Termination Event) and such
    Party does not waive such Support Termination Event.

    a. A breach of this Agreement by one or more of the other
       Parties to this Agreement, including but not limited to
       the failure to either satisfy or obtain the waiver of any
       condition set forth in paragraph 9, above.

    b. A material adverse change in (i) the Company's prospects,
       business, assets, operations, liabilities or financial
       performance, (ii) the prospects for timely completion of
       the Company's reorganization as contemplated by the Plan,
       (iii) the prospects for the sale at par of all debt
       securities issued or sold under the Plan, or (iv) the
       Case.

    Upon termination of this Agreement, no Party shall have any
    continuing liability or liability for damages or any
    continuing obligation to any other Party hereunder. It is
    understood and agreed by each of the Parties that money
    damages are waived and that such damages would not be a
    sufficient remedy for any material breach of any provision
    of this Agreement by any Party and each non-breaching Party
    shall be entitled to the sole and exclusive remedy of
    specific performance and injunctive or other equitable
    relief as a remedy for any such breach, without the
    necessity of securing or posting a bond or other security
    in connection with such remedy.

    This Agreement shall be governed by and construed in
    accordance with the internal laws of the State of
    California, without regard to any conflicts of law provision
    that would require the application of the law of any other
    jurisdiction. By its execution and delivery of this
    Agreement, each of the Parties hereto hereby irrevocably and
    unconditionally agrees for itself that the Bankruptcy Court
    shall have exclusive jurisdiction of all matters arising out
    of or in connection with this Agreement. (Pacific Gas
    Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)    


PAYLESS CASHWAYS: Unsecured Panel Sues Congress for $3.2MM
----------------------------------------------------------
The unsecured creditors' committee in the chapter 11 liquidation
of Payless Cashways Inc. has sued Congress Financial Corp. over
a possible $3.2 million payout on a pre-petition loan agreement
Congress came to with the debtor, TheDeal.com reported.

The suit challenges a termination fee in the debtor-in-
possession (DIP) loan agreement that provides a 2 percent
prepayment penalty or $3.2 million of the $160 million maximum
of the funding if the DIP is terminated prior to Nov. 18. Judge
Arthur Federman signed an order on Oct. 10 in the U.S.
Bankruptcy Court in Kansas City, Mo., that sets a pretrial
conference on the matter Dec. 6 and a trial Dec. 19.

The termination fee is tied to a pre-petition, $260 million
revolver that Payless and Congress entered into on Nov. 17,
1999, and is "invalid and unenforceable" unless Congress can
show that the fee would reimburse it for an actual loss
incurred.

Payless filed for chapter 11 reorganization on June 4 for the
second time in four years and converted to chapter 11
liquidation last summer after trade credit dried up and it
failed to find a buyer. The Kansas City-based building materials
retailer is in the process of selling off its real estate as it
closes its final 73 outlets. (ABI World, October 15, 2001)


PHAR-MOR: Net Loss In Fourth Quarter Soars to $44.5 Million
-----------------------------------------------------------
Phar-Mor, Inc. (Nasdaq: PMORQ) announced the results for its
fourth quarter of fiscal 2001, the thirteen weeks ended June 30,
2001.

The Company reported a net loss of $44,506,000 for the thirteen
weeks ended June 30, 2001 compared to a net loss of $13,111,000
for the comparable thirteen weeks ended July 1, 2000.  

The current year results include non-cash charges that reduced
net income by $37,190,000 for the impairment of long-lived
assets, an increase in the valuation allowance for deferred tax
assets and an other than temporary impairment of an equity basis
investment.

The impairment of long-lived assets included a write down of
$12,307,000 of furniture and fixtures and leasehold
improvements, and $11,070,000 of goodwill related to certain
stores resulting from current year operating losses combined
with a history of losses and projected future losses.

The other than temporary impairment of an equity basis
investment consisted of a $4,248,000 investment loss for the
Company's investment in Avatex which is included in equity in
loss of affiliates in the statement of operations. Included in
the current year results is a $1,824,000 equity in extraordinary
item of the Company's Avatex affiliate.  The prior year results
include a $5,500,000 investment loss for an other than temporary
decline in the value of one of the Company's investments.

Gross profit decreased as a percentage of sales as a result of
higher occupancy costs as a percentage of sales due to the
decrease in sales, higher inventory shrink and lower vendor
rebates and allowances.  Selling, general and administrative
costs as a percentage of sales were lower primarily due to
reduced corporate overhead costs.

For the fifty-two weeks ended June 30, 2001 the Company reported
a net loss of $48,795,000 compared to a net loss of $11,023,000
for the fifty-two weeks ended July 1, 2000.  The current year
results include non-cash charges that reduced net income by
$37,190,000 for the impairment of long-lived assets, an increase
in the valuation allowance for deferred tax assets and an other
than temporary impairment of an equity basis investment.  

Included in the current and prior year results are extraordinary
gains on the extinguishments of debt of $19,731,000 and
$1,117,000, respectively.  Included in the current year results
is a $1,824,000 equity in extraordinary item of the Company's
Avatex affiliate.

Total sales for the thirteen weeks ended June 30, 2001 were
$290,324,000 compared to $315,181,000 for the thirteen weeks
ended July 1, 2000. Comparable store sales for thirteen weeks
ended June 30, 2001 declined by 7.9% compared to the thirteen
weeks ended July 1, 2000. Comparable store pharmacy sales
increased 4.7% for thirteen weeks ended June 30, 2001 compared
to the thirteen weeks ended July 1, 2000.

Total sales for the fifty-two weeks ended June 30, 2001 were
$1,241,012,000 compared to $1,292,090,000 for the fifty-two
weeks ended July 1, 2000. Comparable store sales for the fifty-
two weeks ended June 30compared to the fifty-two weeks ended
July 1, 2000. The decrease in comparable store sales was
primarily due to a 8.2% decrease in comparable store front end
sales offset by a 5.6% increase in comparable store pharmacy
sales.

On September 24, 2001, the Company filed voluntary petitions
under Chapter 11 of the United States Bankruptcy Code to
restructure its operations in an effort to return to
profitability.  As part of the restructuring the Company plans
to close 65 of its 139 stores.  

On October 3, 2001 the Company sold its pharmacy prescription
files for the stores that will close through a court approved
auction for $23,475,000.  The Company also sold the pharmacy
inventory in the closing stores as part of the pharmacy
prescription file sale, for 100% of cost, estimated at
$10,000,000, and sold the remaining inventory in the closing
stores to a liquidator on October 11, 2001 for approximately 65%
of cost, estimated at $32,000,000.

Phar-Mor is a retail drug store chain operating 74 stores in 8
states.


PHAR-MOR: Hilco & Ozer Submit High Bid for 64-Store Liquidation
---------------------------------------------------------------
Going-out-of-business sales can begin immediately at Phar-Mor
stores and the retailer expects to gain at least $33 million
from the sale of store merchandise, The Vindicator reported.

Judge William Bodoh of U.S. Bankruptcy Court approved Phar-Mor's
plan to sell the merchandise to a liquidation group formed by
Hilco Merchant Resources of Chicago and the Ozer Group in
Boston.

The group submitted the higher of two bids. John Ficarro,
Phar-Mor senior vice president, said the Hilco-Ozer group would
conduct liquidation sales at 64 of the 65 stores Phar-Mor has
slated for closing nation-wide. The Youngstown, Ohio-based
discount drugstore chain filed for bankruptcy protection last
month. (ABI World, October 15, 2001)


PILLOWTEX: Court Directs Debtor to Pay $254K to Interbrand Corp.
----------------------------------------------------------------
Considering Interbrand Corporation's First and Final Application
for Compensation and Reimbursement of Expenses covering the
period from March 22, 2001 through July 17, 2001, Judge Robinson
approves it in all respects.  

The Court finds that request is reasonable in amount -- $310,000
in compensation for services rendered to Pillowtex Corporation
and $44,000 for expenses incurred in rendering such services.

Judge Robinson also authorizes Interbrand to apply the $100,000
previously paid by the Debtors in partial satisfaction of the
compensation allowed.  Thus, the Court further authorizes and
directs the Debtors to pay Interbrand the remaining $254,000.

As Brand Management Consultant, Interbrand conducted several
projects for the Debtors including Brand Valuation, Brand Value
Interviews, Internet Study, Brand Mapping Study, Audit of
Existing Research, Retail Customer Interviews, and others.
(Pillowtex Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


POLAROID CORP: Seeks Access to $50 Million of DIP Financing
-----------------------------------------------------------
Polaroid Corporation needs a new source of working capital
financing to operate their businesses in chapter 11.  Without
access to new financing, a successful reorganization will be
impossible.

Because the Debtors' existing cash on hand may not be sufficient
to fund the completion of their restructuring process, the
Debtors concluded that obtaining a firm commitment for
postpetition financing at the outset of these cases was
necessary and in the best interest of their estates.

Prior to the Petition Date, Neal D. Goldman, Polaroid's
Executive Vice President, Chief Administrative Officer, General
Counsel and Secretary tells the Court, the Debtors approached
Morgan Guaranty Trust Company of New York, the Prepetition Agent
under the Prepetition Credit Agreement, and other financial
institutions about providing postpetition debtor-in-possession
financing.

The Debtors determined that the Postpetition Agent's proposal
for the Postpetition Financing was, under the circumstances,
the most favorable under the circumstances and addressed the
Debtors' working capital needs.  Accordingly, in their sound
business judgment, David S. Kurtz, Esq., at Skadden, Arps,
Slate, Meagher & Flom tells Judge Walsh, the Debtors ultimately
decided to accept the Postpetition Agent's proposal for the
Postpetition Financing.  

The DIP Credit Agreement and other documents to be executed in
connection therewith, Mr. Kurtz assures the Court, are the
result of arm's-length negotiations between the Debtors and the
Postpetition Lenders.

The salient terms of the Postpetition Financing are:

Borrower:     Polaroid Corporation

Guarantors:   All Polaroid debtor-affiliates

Lenders:      A syndicate of financial institutions, including
              the Postpetition Agent, to be arranged by J.P.
              Morgan Securities Inc., currently consisting of:

                 Institution                         Commitment
                 -----------                         ----------
              The Chase Manhattan Bank               $10,000,000
              General Electric Capital Corporation    20,000,000
              Fleet National Bank                     10,000,000
              PNC Bank, N.A.                           5,000,000
              Wingate Capital, Ltd.                    5,000,000
                                                     -----------
                                                     $50,000,000

Agents:       The Chase Manhattan Bank, as Administrative Agent
              and Collateral Agent; General Electric Capital
              Corporation, as Documentation Agent; J.P. Morgan
              Securities, Inc., as Book Manager and Co-Lead
              Arranger; and GECC Capital Markets Group, Inc., as
              Co-Lead Arranger

Commitment:   $50,000,000 with a $5,000,000 sublimit for standby
              letters of credit

Use of
Proceeds:     For working capital and the Debtors' other general
              corporate purposes as set forth in a non-public
              weekly Budget delivered to the Lenders;

Availability: The DIP Facility limits aggregate outstanding
              loans and letters of credit to:

                                     Maximum Facility Usage
                 Month           During Month      End of Month
                 -----           ------------      ------------
              October 2001        $45,000,000       $45,000,000
              November 2001        45,000,000        35,000,000
              December 2001        35,000,000        29,000,000
              January 2002         29,000,000        14,000,000
              February 2002        17,000,000        17,000,000
              March 2002           17,000,000        16,000,000
              April 2002           16,000,000         9,000,000
              May 2002              9,000,000         5,000,000
              June 2002             5,000,000         5,000,000
              July 2002             5,000,000         5,000,000
              August 2002           5,000,000         5,000,000
              September 2002        5,000,000         5,000,000

Maturity
Date:         October 12, 2002

Priority:     Superpriority status under Bankruptcy Code
              sections 364(c) and (d), subject to the Carve-Out;

Liens:        The Lenders' claims under the Postpetition
              Facility are secured, only subject to the Carve-
              Out:

              (a) pursuant to 11 U.S.C. Sec. 364(c)(2), by a
                  first priority, perfected lien upon all
                  unencumbered property of the Debtors and on
                  all cash maintained in the Letter of Credit
                  Account;

              (b) pursuant to 11 U.S.C. Sec. 364(c)(3), by a
                  second priority, junior, perfected lien upon
                  all property of the Debtors (other than
                  property that is subject to the Primed Liens)
                  which is subject to valid and perfected liens
                  in existence as of the Petition Date, or a
                  valid lien perfected (but not granted)
                  subsequent to the Petition Date as permitted
                  by 11 U.S.C. Sec. 546(b); and

              (c) pursuant to 11 U.S.C. Sec. 364(d)(1), by a
                  first priority, senior, priming, perfected
                  lien upon all property of the Debtors that is
                  subject to the Primed Liens, which first
                  priority, senior, priming, perfected lien
                  shall also prime any liens granted after the
                  Petition Date to provide adequate protection
                  in respect of any of the Primed Liens but
                  shall not prime liens, if any, to which the
                  Primed Liens are subject as of the Petition
                  Date.

Carve-Out:    The Lenders agree to a $1,000,000 carve-out for
              payment of unpaid professional fees and
              disbursements incurred following any Event of
              Default by professionals retained by the Debtors
              and any statutory committees appointed in the
              chapter 11 cases and for payment of U.S. Trustee
              fees pursuant to 28 U.S.C. Sec. 1930 and to the
              Clerk of the Bankruptcy Court.

Fees:         The Debtors agree to pay a variety of Fees:

               * a $500,000 Advisory and Structuring Fee;

               * a $750,000 Facility Fee; and

               * a 0.75% Commitment Fee per annum on every
                 dollar not borrowed from the DIP Lenders.

Interest
Rate:         Prior to February 1, 2002:
                  -- Chase's Alternate Base Rate plus 3.25% or,
                     at the Debtors' option, LIBOR plus 4.25%;

              On and after February 1, 2002:
                  -- Chase's Alternate Base Rate plus 3.75% or,
                     at the Debtors' option, LIBOR plus 4.75%.

              In the event of a default, the interest rate
              increases by 2%.

As a condition to the loans, other than the Carve-Out, the
Debtors are prohibited from asserting a claim under section
506(c) of the Bankruptcy Code for any costs and expenses
incurred in connection with the preservation, protection or
enhancement of, or realization by the Postpetition Agent, the
Postpetition Lenders, the Prepetition Agent or the Prepetition
Secured Lenders upon the Collateral or the Prepetition
Collateral.  

The Debtors advise that they will not seek Court approval of
this waiver of 506(c) Causes of Action at the Interim DIP
Financing Hearing, but will seek such relief at the Final
Hearing.

The Lenders give their consent to allow the Creditors' Committee
or any other party in interest in these cases (other than the
Debtors), to challenge, within 60 days of the formation of such
committee, the claims or liens of the Prepetition Agent and the
Prepetition Secured Lenders, after which time, if no such
challenge is made, the Court's findings in the DIP Financing
Orders about the validity, extent, priority and enforceability
of the Prepetition Liens shall be binding on all parties in
interest. (Polaroid Bankruptcy News, Issue No.1; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


POLAROID CORP: Final Hearing On DIP Financing Set for November 5
----------------------------------------------------------------
Polaroid Corporation said that the U.S. Bankruptcy Court in
Wilmington, Delaware approved all of the company's first day
motions, which are intended to support its customers, employees,
suppliers and business partners; to obtain interim financing
authority; and to maintain existing cash management systems.  

The action follows Friday's announcement by Polaroid that the
company and its U.S. subsidiaries have filed for reorganization
under Chapter 11 of the U.S. Bankruptcy Code.

Polaroid's financial and operational stability going forward
were enhanced through the granting of the following motions:  
payment of pre-petition and post-petition employee wages,
salaries, business expenses and benefits, including medical,
dental and life insurance benefits for current employees;
interim approval for debtor-in-possession (DIP) financing of $40
million (out of a total commitment of $50 million) for use by
the company to continue operations, honor product warranties and
continue customer programs (including rebates, promotions,
incentives and returns) and to purchase goods and services from
suppliers; and financing authority to pay certain pre-petition
commitments that are necessary in the course of conducting
business.

The DIP financing package was provided by a bank group led by
J.P. Morgan Chase & Co., and the Court has scheduled a final
hearing on DIP financing at 11:30 a.m. on Monday, November 5,
2001.

Gary T. DiCamillo, chairman and chief executive officer, said,
"We are pleased with the prompt approval by the court of our
'first day orders,' which will enable the company to continue
conducting business in the U.S. and worldwide as it proceeds
with the reorganization process and accelerates and intensifies
its exploration of a sale of all or parts of the company.
We remain focused on serving our customers and believe the
prompt approval of these 'first day orders' is good news for
Polaroid, as well as for our customers, employees and business
partners."

The case has been assigned to the Honorable Judge Peter J. Walsh
under Case Number 01-10864.

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 http://www.polaroid.com
or, in the U.S., by calling its new toll-free information
hotline at 1-800-386-0145.

The company plans to release its financial results for the third
quarter on Thursday, October 25, 2001.


PSINET INC: Plans to Assume and Assign Telalink Pacts to ISDN
-------------------------------------------------------------
In connection with their motion to sell the assets of their
Internet access and colocation business in Tennessee to ISDN
Net, Inc., PSINet, Inc. give notice of their intention to assume
each of 336 executory contracts with customers located in the
State of Tennessee to provide Internet access and/or colocation
services to such customers (each a Customer Contract), to the
extent such Customer Contracts remain in effect at the closing
of the sale of the Assets, and to assign each such Customer
Contract to ISDN (or such other buyer as may be approved by the
Bankruptcy Court to purchase the Assets for the highest and best
consideration offered for such Assets), subject to approval of
the Bankruptcy Court at the Hearing described below.

The Debtors advise that:

(1) Assumption and assignment of each Customer Contract is
    conditioned upon the Closing and will occur as of the time
    of the Closing.

(2) The Debtors expressly reserve the right, at any time before
    the later of the Closing or the payment of any Cure Amount,
    to withdraw any Customer Contract from the list of contracts
    to be assumed and assigned.

(3) The Debtors' records do not reflect that any amounts are
    owed or unpaid with respect to each Customer Contract the
    Debtors seek to assume and assign. To the extent the Debtors
    subsequently determine that any amounts may be owed and
    unpaid with respect to any such Customer Contract in respect
    of any default arising prior to the assumption and
    assignment of such Customer Contract at the Closing, the
    Debtors will pay the amounts necessary to cure such default
    or to compensate any actual pecuniary loss resulting from
    such default (the Cure Amount), in accordance with the
    procedures described below. Notwithstanding the foregoing
    the Cure Amount will not include

    (i)  any fee, premium, penalty or other amount that becomes
    payable under the Customer Contract as a result of the
    Debtors' insolvency or Chapter 11 filings or in connection
    with the assignment of the Customer Contract, or

    (ii) any amount attributable to the period from and after
    the Closing whose due date is accelerated as a result of the
    Debtors' insolvency or Chapter 11 filings or in
    connection with the assignment of the Customer Contract.
    All obligations arising under the Customer Contract from
    and after the Closing will be the responsibility of the
    Buyer rather than the Debtors.

(4) A hearing is scheduled for October 24, 2001 at 9:45 a.m.
    before Judge Gerber to consider the assumption and
    assignment of the Customer Contracts.

(5) The deadline for the receipt of any objection to the
    assumption and assignment of the Customer Contract, to the
    proposed Cure Amount (if any), or to the procedure specified
    in this Notice for determination and payment of the Cure
    Amount is October 17, 2001 at 4:00 p.m. prevailing eastern
    time.

(6) Each Customer Contract as to which (a) no Objection is filed
    and served in accordance with the Notice or (b) any
    Objection is resolved by agreement of the parties or
    overruled by the Court will be assumed and assigned to the
    Buyer as of the Closing, unless withdrawn by the Debtors
    from the group of Customer Contracts to be assumed and
    assigned to the Buyer. In the event any Customer Contract is
    so withdrawn, the Debtors will promptly notify each party to
    such Contract and file a notice of withdrawal with the
    Court.

(7) The Cure Amount (if any) for each Customer Contract assumed
    by the Debtors and assigned to the Buyer in accordance with
    this Notice will be paid by the later of (i) 30 days after
    the Closing, (ii) if a timely Objection to assumption and
    assignment of the Customer Contract and the proposed Cure
    Amount (if any) is filed, 10 business days after (a)
    settlement of such Objection becomes final and binding on
    the Debtors and the objecting party or (b) entry of an order
    resolving such Objection and determining such Cure Amounts,
    if any, payable to such Customer, or (iii) such other date
    as may be agreed by the Debtors and such Customer. (PSINet
    Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
    Inc., 609/392-0900)     


SSE TELECOM: TSI Acquires Product Lines and Resumes Production
--------------------------------------------------------------
TSI Technology, Inc. (TSI: Tek) acquired the product lines with
the associated design and intellectual properties and all other
assets of SSE Telecom, Inc. (SSET) that filed for bankruptcy
this year.  

TSI Tek has successfully resumed production and sales of the
product lines with enhanced customer support service at the
former SSE Telecom location in Fremont, California.

Mr. Song Yu, president of TSI Tek, said, "Our top priority is to
deliver quality products and provide good support service to
satisfy customers.  We have staffed a maintenance center at the
Fremont facility and offer repair service to the installed-base
of products previously supplied by SSET. Maintenance centers at
overseas locations will be installed in the near future.  We
will offer very attractive pricing to customers who want to
upgrade or replace SSET units."

Mr. Larry Skaggs, Director of Operations of TSI Tek, stated, "We
have been fortunate to hire back many of the key individuals who
were the prime contributors in the design and manufacturing of
former SSET products, well known for excellent performance and
quality.  The experienced and skilled team have made possible
for TSI Tek to resume the production, accept orders, and
establish a customer support center in a short period of time.  
The resumed production includes all models of the Star Series
transceivers up to 450 watts for Ku-, X-, and C-band earth
stations, the SM Series 2000, 3000 & 4000 satellite modems, and
the DoD certified DDT flyaway terminals."

Mr. Song Yu also said, "I am very grateful and proud of all
associates of TSI Tek for the great achievement we have
accomplished to get the product lines of former SSET up and
running smoothly, and to receive orders from a number of
customers in only a few weeks after the acquisition of SSET
assets."

Mr. Song Yu added, "The TSI Tek product lines are synergistic
with the products of our sister Company, TeleSystems
International Corporation of Gaithersburg, Maryland (TSI), which
designs, develops, and delivers Ultra Small Aperture Terminal
(USAT) systems and other turnkey satellite network products.  
Together with the TSI products and its expertise in design and
turnkey delivery of satellite networks, we are able to offer a
complete line of satellite communications (satcom) products and
systems."

Mr. Yu has over 30 years of extensive hands-on experience in the
satellite and telecommunications industries.  Mr. Yu, a renowned
seasoned Systems Engineer and an alumnus of Harvard Business
School, has over 10 years experience in successful management of
start-up companies.  

Mr. Yu gained his experience and knowledge of the satcom
industry from major satellite companies, including
Communications Satellite Corporation (Comsat) where he held
various technical and managerial positions in the engineering
and operations from 1976 to 1987, and provided a broad range of
technical advisory services to Comsat customers, heavily
involved in international projects such as Arabsat, Intelsat,
Inmarsat, China DBS, and numerous domestic projects of Comsat.

Headquartered in Gaithersburg, Maryland, and a privately-held
company established in 1989, TSI is a leading provider of USAT
systems and turnkey satellite networks for voice, data, video,
and IP-based network applications. UltraSAT(R) is the registered
trade mark of TSI USAT system that uses 20cm to 50cm (10" to
24") antennas and advanced CDMA technology in demand assignment
multiple access (DAMA) operation to provide voice, data, video,
and IP-based services for shipboard mobile, portable, and fixed
satcom applications. UltraSAT(R) is available for operation in
Ku-, X-, and C-band.  

TSI has proven track records in design and turnkey delivery of
satellite networks to government agencies, TV broadcasters,
telecom companies, and other private sector with hundreds of
satellite stations installed worldwide in addition to the newly
added UltraSAT(R) system products.  TSI can be contacted at +1-
301-216-2700 ext. 300 or at info@tsi-usa.com, or visit its Web
site at http://www.tsi-usa.comfor more information.

Headquartered in Fremont, California, TSI Tek is funded by a
number of investors led by TeleSystems International Corporation
to acquire, operate and further develop the product lines of
SSET.  TSI Tek acquired the product lines and all tangible and
intangible assets of SSET on September 17, 2001 through order of
the Bankruptcy Court without assumption of any obligations or
liabilities of SSET.  TSI Tek can be contacted at +1-510-657-
7890 or by e-mail at jeannette.mccoy@TSITek.com or visit the
Company's Web site at http://www.tsitek.comfor details of TSI  
Tek products.


SPINNAKER: Starts Debt Restructuring Talks with Noteholders
-----------------------------------------------------------
Spinnaker Industries, Inc. (Amex: SKK) announced that it is
engaged in active discussions with a majority of the holders of
its 10-3/4% Senior Notes for the purpose of negotiating a
consensual restructuring of its indebtedness.  

The Company also reported that it would not make the interest
payment due Monday to holders of the Senior Notes.  In this
regard, the Company noted that under the terms of its Senior
Notes indenture it is not in default unless the failure to pay
interest extends beyond a 30-day grace period.

A spokesman stressed that the Company continues to operate its
business in the ordinary course and holds approximately $5
million in cash reserves.

Spinnaker's Chairman, Louis A. Guzzetti, Jr., stated, "Earlier
this year we initiated a major change in strategic direction
when we announced the decision to close our Westbrook, Maine
operation.  This facility competed head-on with the industry's
largest players for high-volume, commodity- oriented variable
information accounts, a battle we felt we were not in a position
to win. In contrast, our Spinnaker Coating operations in Ohio
are today positioned to become the top provider of pressure
sensitive roll and sheet products to small and mid-sized
printers and distributors who value tailored business solutions
and industry leading personalized customer service.

"The Company's new focused strategy -- which we firmly believe
is a winning strategy -- is to differentiate ourselves in a
highly competitive and price sensitive industry by acting as a
supplier that takes the time to work with its targeted customers
in a manner that provides them a competitive edge. Over the
years, our Ohio operations have built a solid and loyal customer
base by paying extraordinary attention to those customers.  This
customer-first mentality is the cornerstone of the Company's
operations and the basis on which we intend to grow our market
position and profitability.

"As a very recent example of the strength of our quality and
service capabilities, we are pleased to report that Spinnaker
Coating will be the sole supplier of pressure sensitive
materials to the U.S. Bureau of Engraving & Printing and
Banknote Corporation of America, the entities who together will
be producing over 7 billion postage stamps for the recently
announced 'United We Stand' issue.  The tragedy of the September
11 terrorist attacks will live in the minds of all Americans
forever, but it will also be remembered as a day that marks a
renewed sense of patriotism and unity in our country.  Spinnaker
is especially pleased and proud to be the sole supplier of
pressure sensitive materials for this historic issue, and for
the opportunity to participate in honoring our nation during
these uncertain times."

Mr. Guzzetti further stated, "As part of the strategic
repositioning of the Company, we have also aggressively
addressed the cost structure in our ongoing operations, reducing
annualized SG & A and other expenses by over $4 million per
year.  As the final step in this process, we are now
aggressively addressing the need to retool our capital
structure.  The Company has already begun discussions with its
lenders and Senior Noteholders.  Our management team is
optimistic that we will soon reach a consensual accommodation
that will place the Company on a sound financial footing and
enable us, in partnership with our suppliers and our fellow
workers, to provide even greater value and service to our
customers in the years ahead."

Spinnaker has retained the firms of FTI/Policano & Manzo and
Kaye Scholer LLP to advise it in connection with its financial
restructuring efforts.

Spinnaker is a leading supplier of pressure sensitive paper
stock for labels and the largest producer of such stock for
pressure sensitive U.S. postage stamps.


STERLING CHEMICALS: $40MM Priming Lien On U.S. Assets Okayed
------------------------------------------------------------
Sterling Chemicals Holdings, Inc. (OTC Bulletin Board: STXX)
said that the U.S. Bankruptcy Court for the Southern District of
Texas has approved the priming lien on its U.S. fixed assets and
the stock of some of its subsidiaries to secure up to $40
million of revolving credit loans under its previously approved
$195 million debtor-in-possession (DIP) financing.

Prior to the approval, the maximum amount of revolving loans
that Sterling could borrow under its DIP financing was $155
million.  All borrowings remain subject to funding conditions
under the DIP financing.

Sterling Chemicals President, David G. Elkins, stated, "We are
very pleased with the Bankruptcy Court's decision to approve the
priming lien. The ruling is significant in that it removes a
substantial condition on our ability to borrow the last $40
million under our $195 million DIP credit facility.  With this
matter behind us, we can now turn our attention to developing an
overall restructuring plan to address our capital structure
issues."

Paul Vanderhoven, Sterling's Chief Financial Officer, commented,
"Access to the final $40 million under the DIP financing is a
crucial component of Sterling's business and operational plans
during the reorganization process. Obtaining the approval of the
priming lien from the Bankruptcy Court was a major step in
Sterling's ability to pursue those plans in the manner deemed
most appropriate by Sterling."

On July 16, 2001, Sterling Chemicals Holdings, Inc. and certain
of its U.S. subsidiaries filed voluntary petitions commencing
cases under Chapter 11 of the United States Bankruptcy Code.  

The Chapter 11 Cases are pending in the U.S. Bankruptcy Court
for the Southern District of Texas and are being jointly
administered under case number 01-37805-H4-11.  The entities
included in the Chapter 11 Cases own and operate the Company's
manufacturing facilities in Texas City, Texas, Pace, Florida and
Valdosta, Georgia.  The Company's foreign subsidiaries,
including those in Canada, Australia and Barbados, are not
included in the Bankruptcy Cases.

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


SUN HEALTHCARE: Bar Date for Gov't Entities Extended to Nov. 1
--------------------------------------------------------------
The Bar Date for the Governmental Entities to file a proof of
claim against any of Sun Healthcare Group, Inc. Debtors was
previously extended to and including September 1, 2001 pursuant
to discussions between the Debtors, on the one hand, and the
Health Care Financing Administration, the Inspector General of
the Department of Health and Hunan Services, the Department of
Justice and the Equal Employment Opportunity Commission
(collectively, the "Governmental Entities"), on the other hand.

The Debtors and the Governmental Entities are engaged in
continuing negotiations and making progress toward achieving a
global resolution of the various matters between them, and the
parties believe it is advisable to further extend the Bar Date
for the Governmental Entities.

Accordingly, the parties stipulate and agree that the Bar Date
is hereby extended to and including November 1, 2001 with
respect to the Governmental Entities.

The extension applies to any claims for the benefit of the
Governmental Entities relating in any way to the Medicare
program, including the claims of private persons brought on
behalf of the Governmental Entities pursuant to the qui tam
provisions of the False Claims Act, 31 U.S.C. section 3730(b).

The extension also applies to any claim brought by the
Governmental Entities arising from charge number 220-99-9026.
(Sun Healthcare Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


TEARDROP GOLF: Wins Court's Nod to Convert Case to Chapter 7
------------------------------------------------------------
TearDrop Golf Co. last week received approval from U.S. District
Judge Joseph J. Farnan Jr. of the U.S. Bankruptcy Court in
Wilmington, Del., to convert its chapter 11 bankruptcy case and
liquidate under chapter 7, according to Dow Jones.

TearDrop requested the conversion because it wouldn't be able to
implement a feasible reorganization plan.

TearDrop also said that it has already sold its assets. When the
golf equipment manufacturer filed its request in August, company
counsel Mary MaloneyHuss said the company had some cash on hand.

The preliminary assessment, however, was that TearDrop's
administrative expenses, excluding professional fees, exceeded
the available cash. MaloneyHuss didn't have an estimate as to
how much TearDrop Golf's creditors will receive under a chapter
7 liquidation. Last month, counsel filed court papers certifying
that no interested party opposed the conversion.

TearDrop creditor Sun Life Assurance Co. of Canada in April
requested that the bankruptcy court dismiss the company's
chapter 11 case or relieve the creditor from the automatic stay,
claiming the manufacturer no longer belonged in chapter 11.

TearDrop Golf filed for chapter 11 bankruptcy protection on Dec.
4, 2000, citing total assets of nearly $31.4 million and total
liabilities around $30.8 million as of Nov. 1. (ABI World,
October 15, 2001)


TELIGENT: Has Until Oct. 30 to Solicit Bids for Assets
------------------------------------------------------
Teligent Inc. told a U.S. bankruptcy judge in New York on Friday
that the telecommunications provider is headed for liquidation,
TheDeal.com reported. But besides a $117.5 million bid from a
group backed by the company's management, Teligent has yet to
receive an offer for its 11-city fixed-wireless network.

Teligent listed assets at $1.2 billion when it filed for
bankruptcy in May. The Vienna, Va.-based telecom and its
creditors said there is little Teligent can do but sell its
assets and pay off its debts, listed at between $1.2 billion and
$1.5 billion.

Bankruptcy Judge Stuart Bernstein of the Southern District of
New York agreed to extend until Oct. 30 the deadline for the
company to solicit bids for its assets. The court also agreed to
give the company until Dec. 17 to present a reorganization plan.
(ABI World, October 15, 2001)


THRIFTY CAR: Franchise Files for Chapter 11 Protection
------------------------------------------------------
The Thrifty Car Rental franchise at Baltimore Washington
International Airport last week filed for chapter 11 bankruptcy
protection, The Washington Post reported.

The company listed $8 million in assets and $7.7 million in
liabilities.

"Their bankruptcy filing was certainly a result of the Sept. 11
tragedy, but we're expected to emerge successfully, said
bankruptcy attorney Thomas P. Gorman of Tyler Bartl, Burke &
Gorman. (ABI World, October 15, 2001)


TRANS WORLD: Court Approves Settlement with Wells Fargo
-------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court in
Wilmington, Del., on Friday approved a settlement between Trans
World Airlines Inc. and Wells Fargo & Co. that brings $10.46
million to TWA's estate and increases the potential return to
holders of administrative, priority and unsecured creditors, Dow
Jones reported.

The settlement paves the way for the company to file a
liquidating reorganization plan. TWA's committee of unsecured
creditors said it would endorse such a plan.

The settlement divides a $230.2 million escrow, which was set up
after the sale of TWA's assets to AMR Corp.'s American Airlines,
among Wells Fargo and TWA's bondholders and unsecured creditors.
TWA sold its assets to AMR for $742 million in cash and the
assumption of $3.5 billion in liabilities in April.

TWA will pay Wells Fargo's $190 million secured claim, plus $18
million in accrued non-default interest. TWA's estate receives
$10.46 million and $700,000 in default interest is forgiven.
About $8.1 million from the escrow will go to TWA's pre-petition
unsecured creditors.

Unsecured bondholders will receive $3.75 million and the general
unsecured creditors will receive $2.95 million. TWA filed for
chapter 11 bankruptcy protection on Jan. 10, listing assets of
$2.1 billion and liabilities of $2.3 billion. (ABI World,
October 15, 2001)


VLASIC FOODS: Unsecured Committee Wants Probe Into DF Claims
------------------------------------------------------------
Vlasic Foods International, Inc. has potential claims against,
and may have the right to object to certain claims of, the
Dorrance Family and Morgan Guaranty Trust Company of New York
arising out of these parties' extension of credit to the
Debtors.

William K. Harrington, Esq., at Duane, Morris & Heckscher LLP,
in Wilmington, Delaware, relates that the Official Committee of
Unsecured Creditors is currently in the process of evaluating
the claims arising out of the loan and certain other
transactions of the Debtors arising out of the March 1998 spin-
off transactions.

Mr. Harrington tells the Court that the Committee asked both
counsel for Morgan and counsel for the Dorrance Family last
September 26, 2001 for documents related to the claims and the
spin-off transactions.  In response, Mr. Harrington reports that
counsel for Morgan advised the Committee that it was its policy
not to respond to discovery requests, unless ordered to do so by
the Court or compelled to do so under a subpoena.  Similarly,
Mr. Harrington informs the Court that counsel for the Dorrance
Family made it patently clear that he would not respond to the
Committee's request.  

In light of these reactions, Mr.  Harrington says, the Committee
believes that it is necessary and appropriate to schedule an
examination to compel the production of the documents from
Morgan and the Dorrance Family.

The Committee needs these documents in order to make an informed
decision as to whether the claims are valid, Mr. Harrington
explains.  Because the confirmation hearing and the objection
deadline are rapidly approaching, Mr. Harrington tells Judge
Walrath that the Committee needs a response to their request for
documents on an expedited basis.  

Mr. Harrington assures the Court that neither Morgan nor the
Dorrance Family will suffer any harm by expediting any response
to the request for documents because both have had notice of the
specific documents requested since September 26, 2001.

Thus, the Committee exhorts Judge Walrath to enter an order
requiring Morgan and the Dorrance Family to produce the
requested documents at the time and place designated by the
Committee.

                  Morgan Guaranty Responds

Morgan Guaranty Trust Company of New York informs the Court that
it has been and is willing to produce relevant documents in its
possession.

Contrary to the Committee's representations, John H. Knight,
Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, asserts that Morgan Guaranty has responded repeatedly
to the Committee's requests for documents.  

Mr. Knight relates that Morgan Guaranty has sent the Committee
some documents and has identified to the counsel for the
Committee certain requested documents that had already been
provided by Morgan Guaranty in the past.  Morgan Guaranty has
also inquired about the Committee's immediate need for such
documents, Mr. Knight adds.

When Morgan Guaranty confirmed that its management policy
required a formal request or subpoena in order to respond to
Committee's expanded document requests, Mr. Knight explains, the
company phoned the Committee's counsel to inform them that
although Morgan Guaranty was continuing to search for documents
responsive to the Committee's request, it could not make those
documents available until it received a formal request pursuant
to Bankruptcy Rule 2004.

Morgan Guaranty has been and continues to be responsive to the
Committee's frequent requests for documents, Mr. Knight insists.
Mr. Knight also informs the Court that Morgan Guaranty is
preparing some objections to certain of the document requests.
However, Mr. Knight suggests that the parties should attempt to
resolve any differences without unnecessarily troubling the
Court.  At this point, Mr. Knight concludes, it is premature to
seek a court order compelling production.

         DF Participants Refute Committee's Allegations

The DF Participants advise Judge Walrath that the Committee's
motion for Rule 2004 examinations is misleading and fails to
advise the Court of conversations and correspondence between
counsel to the DF Participants and the Committee regarding
discovery.

According to Michael L. Vild, Esq., at The Bayard Firm, in
Wilmington, Delaware, the DF Participants responded to the
Committee's document requests by informing the Committee that
many of the documents they requested have previously been
provided by the Agents to the Committee.  Mr. Vild adds that the
DF Participants also wrote to the Committee, telling them that
the requested documents were in the process of being assembled,
and that the DF Participants expect to send them over soon.

The DF Participants are convinced that the Committee's request
for a Bankruptcy Rule 2004 examination is unnecessary and
improper in light of the true facts surrounding the document
requests.  Mr. Vild tells Judge Walrath that counsel for the DF
Participants never made it "patently clear" that he would not
respond to the document request.  

To the contrary, Mr. Vild claims, counsel for the DF
Participants expressly stated in the letter that he intended to
produce the requested information.  Mr. Vild assures the Court
that the DF Participants remain prepared to produce non-
privileged responsive documents within a reasonable time frame.

Mr. Vild also laments the Committee's failure to put forth any
reason why the requested expedited relief is justified.  Mr.
Vild points out that there is no reason why the Committee must
file pleadings prior to the Confirmation Hearing.  There is no
statute of limitation deadline, nor will filing a plan of
reorganization extinguish any potential cause of action, Mr.
Vild reminds the Court.  According to Mr. Vild, the opportunity
to evaluate and assert claims is preserved for a year, and the
Plan schedules the Claims Objection Deadline at least 180 days
after the Effective Date.

The DF Participants believe they will suffer irreparable harm if
forced to divert their attention from confirmation of the plan
to comply with the Committee's discovery requests.  The
discovery requests seek a vast amount of information amassed
over a period of years, Mr. Vild says.  

According to Mr. Vild, to impose the Committee's expedited time
frame would be unduly burdensome and prejudicial to the DF
Participants.  Mr. Vild denounces the Committee's motion as
simply an attempt to harass and intimidate the DF Participants.  
Accordingly, the DF Participants urge Judge Walrath to deny the
Committee's request to conduct certain examinations pursuant to
Bankruptcy Rule 2004. (Vlasic Foods Bankruptcy News, Issue No.
13; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WARNACO GROUP: Moves to Reject 12 Store Leases Effective Oct. 31
----------------------------------------------------------------
The Warnaco Group, Inc., with the help of its real estate
consultant, Keen Realty, LLC, has decided to reject 12 more
unexpired nonresidential real property leases where they operate
retail
stores.

According to Shalom L. Kohn, Esq., at Sidley Austin Brown &
Wood, in New York, New York, the market rate analyses conducted
by Keen showed that the rental rate under the Leases exceed the
current market rate in each of the relevant geographic real
estate markets.  

If they choose to assume and assign any of the Leases, the
Debtors doubt if they can benefit from that option.  Thus, the
Debtors conclude it would be better to reject the Leases in
order to avoid the accumulation of administrative rent.

If the Court will authorize them to reject the Leases, the
Debtors will save $119,782 per month of an annualized cost of
$1,437,389 in administration expenses, as well as additional
amounts for insurance premiums, utility costs and other charges
under, and related to, the Leases.

Lease Description            Lessor                Monthly Rent
----------------             ------                ------------
Fisherman's Wharf         W.W. Wharf GL, Inc.        $ 4,783
MarketPlace Center        Sullivan Properties         11,422
West Edmonton Mall        Triple S. Corporation       12,254
Providence Place          Providence Place             6,112
Shelter Cove              Pacific Mutual Realty        3,346
JFK Int'l Airport         Sky Chefs, Inc.              5,887
Rio Hotel & Casino        Rio Suite Hotel & Casino     6,000
Concord, North Carolina   Mills Corporation           25,514
Gettysburg, Pennsylvania  Delancey Gettysburg Assoc.  16,856
Lee, Massachusetts        Horizon/Glen Outlet Cntrs   11,916
Prince Williams, Virginia Mills Corporation           10,106
Williamsburg, Virginia    Horizon/Glen Outlet Cntrs    5,586

The Debtors propose to reject these Leases effective October 31,
2001. (Warnaco Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


* Meetings, Conferences and Seminars
------------------------------------
October 16-17, 2001
   International Women's Insolvency and Restructuring
   Confederation (IWIRC)
      Annual Fall Conference
         Orlando World Center Marriott, Orlando, Florida
            Contact: 703-449-1316 or
                 http://www.inetresults.com/iwirc

October 25, 2001
   Practicing Law Institute
      Bankruptcy Law & Practice Update: New Developments
      in an Uncertain Economy
         Broadcast live via satellite to over 70 locations
         in the U.S.   
            Contact: 212-824-5811 or jsiegel@pli.edu
  
October 28 - November 2, 2001
   IBA Business Law International Conference
   Including Insolvency and Creditors Rights Sessions
      Cancun, Mexico
         Contact: +44 (0) 20 7629 1206
            http://www.ibanet.org/cancun

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

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

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

December 7 and 8, 2001
   American Bankruptcy Institute
      ABI/Georgetown Program "Views from the Bench"
         Georgetown University Law Center, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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


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

                          *********

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

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

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.  

For copies of court documents filed in the District of Delaware,  
please contact Vito at Parcels, Inc., at 302-658-9911. For  
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &  
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. 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
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $575 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                     *** End of Transmission ***