TCR_Public/011018.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, October 18, 2001, Vol. 5, No. 204


ACME METALS: Facilities Shut-Down & Asset Liquidation Begin
ADVANTICA RESTAURANT: Sept. 11 Events Hurt September Sales
AIRSHIELD CORP: Sells Substantially All Assets to Core Materials
ALARIS MEDICAL: Completes Private $170 Million Note Offering
AMES DEPARTMENT: Unsecured Panel Taps Otterbourg as Counsel

ARMSTRONG HOLDINGS: Retains Deloitte as Internal Auditor
ARTESYN: Negotiations to Amend Credit Agreement Terms Underway
ASPEON INC: Defaults On $13.9MM Under Preferred Share Agreement
AT HOME: Strikes Deal with Comcast to Continue Internet Services
BETHLEHEM STEEL: Cleveland-Cliffs Sees Minor Chapter 11 Impact

BIRMINGHAM STEEL: Attempting Debt Workout Options With Lenders
BIRMINGHAM STEEL: Paid Down Revolver by $11.5MM in Q4
BROADBAND WIRELESS: Acquiring Entertainment Direct.TV
CELLPOINT: Post Lower EBITDA Despite Dramatic Rise in Revenues
CHESAPEAKE: Sells Permanent Display Business to Management Group

COMDIAL CORP: Faces Nasdaq Delisting for Violating Requirements
COMDISCO INC: Court Allows Panel to Hire Watchell as Counsel
COVAD COMMS: Seeks Okay to Hire Ordinary Course Professionals
COVAD COMMS: Appoints Patrick Bennett as Senior VP of Sales
DIGITAL NOW: Case Summary & 20 Largest Unsecured Creditors

EXODUS COMMS: Seeks Court Injunction Against Utility Companies
FEDERAL-MOGUL: Court Allows Payment of Shipping Charges
GLENEX INDUSTRIES: Quest Ventures Completes Shares Purchase
GRIFFIN SERVICES: Faces Involuntary Chapter 7 Petition
GRIFFIN SERVICES: Chapter 7 Involuntary Case Summary

HOMESEEKERS.COM: Terminates B.J. Rone as CEO and President
HOMESEEKERS.COM: In Default Under Purchase Pact with HomeMark
HOMESEEKERS.COM: Mulls Operations Shut-Down & Bankruptcy Filing
ITI EDUCATION: Creditors Approve Proposed Sale of Assets to EDMC
INTEGRATED HEALTH: Gets Okay to Assume Amended NV & WI Leases

INTIRA CORP: divine Completes Acquisition of Certain Assets
INT'L FIBERCOM: Talking With Banks On Likely Covenant Violations
KANA: Projects to Reach Breakeven Point in Fourth Quarter
L.L. KNICKERBOCKER: Closes Substantial Sale of Assets to Marian
LAIDLAW INC: Court Extends Removal Period to Confirmation Date

PACIFIC GAS: Wants Open-Ended Extension of Lease Decision Period
PERSONNEL GROUP: Refinancing Risk Prompts Moody's Downgrades
PILLOWTEX CORP: Selling 61-Acre North Carolina Estate for $742K
POLAROID CORP: Judge Walsh Allows Use of Cash Management System
PSINET: Seeks Okay of Proposed Equipment Abandonment Protocol

TOKHEIM: EBITDA Continues to Drop in Q3 Despite Restructuring
SUN HEALTHCARE: Court Approves Stipulation with Americorp
TELEPANEL SYSTEMS: Generates Positive Gross Margins in 1st Half
TRAVELBYUS.COM: Cuts Jobs in Response to Weak Travel Environment
U.S. PLASTIC: Continues Talks About Deferring Principal Payment

VECTOUR INC: Files for Chapter 11 Protection in Delaware
VECTOUR INC: Case Summary & 20 Largest Unsecured Creditors
VLASIC FOODS: Campbell Moves to Allow Claims for Voting
WARNACO GROUP: Seeks Approval Of Second UPS Settlement Agreement
WEBVAN GROUP: DoveBid Hired to Auction All Assets Valued At $70M


ACME METALS: Facilities Shut-Down & Asset Liquidation Begin
Acme Metals Incorporated (OTC Bulletin Board: AMIIQ) of
Riverdale, Illinois, announced that it has begun a phased shut-
down of the operating facilities and liquidation of the working
capital assets of its wholly-owned subsidiary, Acme Steel
Company, a steel manufacturer.  

Primary steel making operations will continue for an interim
period of approximately one week so that existing stocks of raw
materials can be converted into steel coils.  The company plans
to continue steel finishing operations until all coils have been
converted into finished products.  

The decision to implement the shutdown was necessary as a result
of ongoing severely depressed conditions within the American
steel industry, coupled with the absence of any further
borrowing capacity under Acme Metals' current secured working
capital financing facility.  

Additionally, the absence of any alternative sources of funding
created a lack of the liquidity necessary to continue the
operations of Acme Steel on a going concern basis. Although Acme
Metals diligently marketed the assets of Acme Steel over a
period of approximately two years, Acme Metals has been unable
to finalize a transaction for the sale of the steel making
assets and does not foresee such a transaction in the immediate

Under the current circumstances, implementing an orderly shut
down of its steel making facility is both prudent and necessary
to preserve and maximize value for Acme Metals and for

Acme Metals' other wholly-owned operating subsidiary, Acme
Packaging Corporation, remains profitable and continues to
generate positive cash flow. Acme Metals therefore intends to
continue operations of Acme Packaging and to restructure that
business under a chapter 11 plan of reorganization.

ADVANTICA RESTAURANT: Sept. 11 Events Hurt September Sales
Advantica Restaurant Group, Inc. (OTC BB: DINE) reported same-
store sales for company-owned restaurants during the five-week
period and quarter ended September 26, 2001, compared with the
same periods in fiscal year 2000.

                                 Five Weeks        13 Weeks
                                 Sept. 2001        Q3-2001
                                 ----------       -----------
     Same-Store Sales
        Denny's                      0.4%            3.2%
        Coco's                      (4.5%)          (4.9%)
        Carrows                      3.1%            2.1%

     Guest Check Average
        Denny's                      1.7%            1.2%
        Coco's                       5.4%            4.1%
        Carrows                      5.6%            4.0%

Starting in late August and continuing through the first half of
September guest counts softened as Denny's ended its summer
promotion. The tragic events of September 11th further impacted
sales as guest counts decreased by approximately 3.5% during the
second half of September.

Included below are the Company's restaurant counts at the end of
September, compared with year end 2000.

     Restaurant Units                  9/26/01     12/27/00
                                      ----------  ---------
           Company-owned                 638          736
           Franchised                  1,124        1,067
           Licensed                       14           19
                                      ----------  ----------
                                       1,776        1,822
     Discontinued Operations:
           Company-owned                 141          144
           Franchised                     38           35
           Licensed                      300          302
                                      ----------  ----------
                                         479          481
           Company-owned                 113          114
           Franchised                     29           27
                                      ----------  ----------
                                         142          141
                                      ----------  ----------
                                       2,397        2,444
                                      ==========  ==========

Advantica Restaurant Group, Inc. is one of the largest
restaurant companies in the United States, operating
approximately 2,400 moderately priced restaurants in the mid-
scale dining segment.

Advantica owns and operates the Denny's, Coco's and Carrows
restaurant brands. For further information on the Company,
including news releases, links to SEC filings and other
financial information, please visit Advantica's website at

AIRSHIELD CORP: Sells Substantially All Assets to Core Materials
Core Materials Corporation (Amex: CME) announced that it has
acquired substantially all the assets of Airshield Corporation,
a privately held manufacturer of fiberglass reinforced plastic
parts for the truck and automotive-aftermarket industries.

Airshield is based in Brownsville, Texas, with manufacturing
operations in Matamoros, Mexico. Airshield has been operating
under Chapter 11 bankruptcy protection since March 2001.

"We believe this acquisition represents an excellent strategic
addition for us," said James L. Simonton, president and chief
executive officer of Core Materials.  "Not only are we acquiring
an attractive book of business and expanding our relationships
within the truck industry, but we are also adding a Southwest
location, some valuable new manufacturing processes, and new
customer markets. In support of our strategic plan to diversify
our process and customer base, we see the Airshield acquisition
as an excellent complementary fit."

Simonton said the Company would fund the acquisition out of
current cash reserves and does not expect to incur any new long-
term debt.  He declined to disclose the purchase price but noted
that Airshield's annual sales have ranged from approximately $22
million in 1999 to an estimated $15 million for 2001. The
business currently employs about 500 people.  

"We were strongly encouraged by their customers and ours to
consider this acquisition and were able to purchase these assets
at a fair value in light of Airshield's bankruptcy," he added.

Core Materials manufactures medium- to high-volume compression
molded fiberglass reinforced products. Airshield, using a more
labor-intensive manufacturing process, produces lower-volume
open and closed molded fiberglass reinforced products. This
provides Core Materials Corporation a broader product offering
to serve a larger segment of the fiberglass reinforced plastics
market. Airshield's customers include Freightliner Corporation,
International Truck and Engine Corporation, Paccar Inc., Mack
Trucks, Inc. and Lund International Corporation.

"In addition to acquiring the assets and book of business, we
believe we are also obtaining some very capable and dedicated
personnel who are committed to growing the business," said
Simonton. There is a growing truck and automotive manufacturing
business in Mexico that we are interested in serving. Entering
this market through an established operation, with experienced
people, is preferable to building a greenfield facility."

Core Materials Corporation is a compounder and compression
molder of sheet molding composites (SMC). The company produces
high quality fiberglass reinforced, molded products and SMC
materials for varied markets, including transportation, marine,
agricultural and commercial products. Core Materials, with its
headquarters in Columbus, Ohio, currently operates plants in
Columbus and Gaffney, South Carolina.

ALARIS MEDICAL: Completes Private $170 Million Note Offering
ALARIS Medical Inc. (AMEX:AMI) said that its wholly-owned
subsidiary, ALARIS Medical Systems Inc., has completed a
previously announced private offering of $170 million of senior
secured notes due in 2006.

The joint managers of the offering were UBS Warburg and Bear,
Stearns & Co. Inc.

The financing is being used primarily to replace ALARIS Medical
Systems' existing bank credit facility. Additionally, the
company is planning to place a revolving credit facility of up
to $20 million, primarily to secure foreign currency hedging

Based on strong demand, the offering was increased from its
originally anticipated size of $150 million to $170 million at
an interest rate of 11 5/8 percent. The additional funds were
used to repurchase $20 million aggregate principal amount of the
company's 9 3/4 percent subordinated notes due 2006 at a
discount to par.

David L. Schlotterbeck, president and chief executive officer,
said of the offering, "We were very pleased with the market's
reception to this offering. We consider this a strong
endorsement of the positive and building momentum at ALARIS and
of our plans to become a key resource helping hospitals to
substantially reduce preventable adverse drug events from
intravenous infusion."

Chief Financial Officer William C. Bopp commented, "With this
offering, we now have a capital structure that will help us
execute our strategic plan and that is not anticipated to
require significant changes until late 2006. This plan
anticipates growing EBITDA (earnings before interest, taxes,
depreciation and amortization) to approximately $90 million for
2002 and to the range of $100 million for 2003. As a result, the
company expects to have positive net income for the full year
2002. We are delighted with the financial flexibility this gives
us. The elimination of the quarterly principal payments required
under the previous bank credit facility will significantly
improve our already strong cash position."

Bopp continued, "The completion of this financing is one more in
a series of recent positive events regarding ALARIS Medical." On
October 9, the company announced that it anticipates that sales
for the quarter ended Sept. 30, 2001 will be approximately $103
million. This 11 percent sales growth is higher than previously
expected for the quarter, which was forecasted in the company's
second quarter earnings release of Aug. 2, 2001 to be at or
slightly above second quarter sales of $98.5 million. Adjusted
EBITDA is anticipated to be approximately $1 million higher than
the top end of the previously forecasted range of $18 million to
$20 million.

The company also indicated that it was increasing the guidance
it previously provided for its full year results. Fourth quarter
sales are forecasted to be 8 percent to 10 percent higher than
2000 fourth quarter sales of $102.2 million. Additionally,
Adjusted EBITDA is now forecasted to be $23 million to $25
million for the fourth quarter and $82 million to $84 million
for the full year.

Earlier in the month, the company and McKesson Corp. (NYSE:MCK)
announced a long-term strategic agreement to develop and co-
market innovative new products designed to reduce intravenous
medication errors, a significant cause of patient harm and a
major factor in the rising cost of healthcare in the United
States and throughout the world.

The products will be developed through the McKesson Automation
business unit and ALARIS Medical Systems Inc. These new products
will seek to build on McKesson Automation's strengths in
hospital data management and bar coding technology, as reflected
in its Connect-Rx(TM) and AcuScan-Rx(TM) products. The new
products will also capitalize on ALARIS Medical's valuable
position at the hospital bedside and its strength in integrated
modular medical technology. This technology includes the
MEDLEY(TM) infusion medication management system incorporating
the Guardrails(TM) Advisory System medication error alert
software, among other systems.

Under the agreement, McKesson Automation and ALARIS Medical will
work together to develop a series of products intended to reduce
preventable adverse drug events (or "PADEs"), focusing on
technology to reduce errors that occur with intravenous
administration of medications. These products are expected to
provide the capability to link the patient's intravenous
medication orders and the infusion pump, decreasing the
potential for programming errors. This alliance supports ALARIS
Medical's intention to become the leader in improving
intravenous therapy safety for both the patient and the
caregiver. This new financing is intended to greatly assist the
company in achieving this objective.

ALARIS Medical Inc., through its wholly-owned operating company,
ALARIS Medical Systems Inc., is a leading developer,
manufacturer and provider of integrated intravenous infusion
therapy and patient monitoring instruments and related
disposables, accessories and services. ALARIS Medical's primary
brands, ALARIS(R), IMED(R) and IVAC(R), are recognized
throughout the world. ALARIS Medical's products are distributed
to more than 120 countries worldwide. In addition to its San
Diego world headquarters and manufacturing facility, ALARIS
Medical also operates manufacturing facilities in Creedmoor,
N.C.; Basingstoke, U.K.; and Tijuana, Mexico. Additional
information on ALARIS Medical can be found at

AMES DEPARTMENT: Unsecured Panel Taps Otterbourg as Counsel
The Official Committee of Unsecured Creditors of Ames Department
Stores, Inc. presents its application to the U.S. Bankruptcy
Court in Manhattan seeking permission to retain Otterbourg
Steindler Houston & Rosen P.C., as counsel effective
September 5, 2001.

The Committee has selected Otterbourg to act as special counsel
because of the firm's extensive experience in and knowledge of
business reorganizations under Chapter 11 of the Bankruptcy

The Committee believes that Otterbourg is qualified to represent
it in the Cases in a cost-effective, efficient and timely

Scott L. Hazan, Esq., a member of Otterbourg informs the Court
that the firm has represented in the past and continues to
represent certain creditors of the Debtors, including certain of
the pre-petition and post-petition secured lenders and other
parties in interest as specifically identified therein, in
matters wholly unrelated to the Cases. Mr. Hazan assures the
Court that Otterbourg has not and will not represent the Clients
in the Cases and will not proceed to undertake any
investigation, litigation or any other action against the
Clients, on behalf of the Committee.

Specifically, the Committee will look to Otterbourg:

A. to assist and advise the Committee in its consultation with
   the Debtors relative to the administration of these Cases;

B. to attend meetings and negotiate with the representatives of
   the Debtors;

C. to assist and advise the Committee in its examination and
   analysis of the conduct of the Debtors' affairs;

D. to assist the Committee in the review, analysis and
   negotiation of any plan(s) of reorganization that may be
   filed and to assist the Committee in the review, analysis
   and negotiation of the disclosure statement accompanying any
   plan(s) of reorganization;

E. to assist the Committee in the review, analysis, and
   negotiation of any financing agreements;

F. to take all necessary action to protect and preserve the
   interests of the Committee, including:

   1. the investigation and prosecution of certain actions, on
      the Committee's behalf, to the extent these matters are
      not applicable to Clients,

   2. negotiations concerning all litigation in which the
      Debtors are involved, and

   3. if appropriate, review, analyze and reconcile claims
      filed against the Debtors' estates;

G. to generally prepare on behalf of the Committee all necessary
   motions, applications, answers, orders, reports and papers
   in support of positions taken by the Committee;

H. to appear, as appropriate, before this Court, the Appellate
   Courts, and the United States Trustee, and to protect the
   interests of the Committee before said Courts and the United
   States Trustee; and

I. to perform all other necessary legal services in these Cases.

Subject to this Court's approval, Mr. Hazan relates that
Otterbourg will charge for its legal services on an hourly basis
in 1/10th hour increments in accordance with its hourly rates in
effect on the date such services are rendered and for its
actual, reasonable and necessary out-of-pocket disbursements

For the information of the Court, Mr. Hazan adds that the range
of hourly rates through September 2001 generally charged by
Otterbourg, subject to adjustment, are:

      Partner                        $395 - $550/hour
      Associate                      $195 - $390/hour
      Paralegal/Legal Assistant      $145/hour

Mr. Hazan submits that the Otterbourg has represented in the
past and continues to represent certain creditors of the
Debtors, including certain of the pre-petition and post-petition
secured lenders and other parties in interest, in matters wholly
unrelated to the Cases. Mr. Hazan says that Otterbourg has not
and will not represent the Clients in the Cases and will not
proceed to undertake any investigation, litigation or any other
action against the Clients, on behalf of the Committee. Mr.
Hazan present that Otterbourg has these relationship with
several related parties:

A. Unrelated representation to current clients including Trustee
   of County Seat, Bissell Companies, Chase Manhattan Bank, The
   IT Group/Business Credit Inc., Congress Financial Corp.,
   Foothill Capital Corp., General Electric Capital Corp., GMAC
   Commercial Credit, LLC, IBJ Witehall Business, Rosenthal &
   Rosenthal, Sony Electronics, Inc., and Verizon Capital Corp.

B. Unrelated representation to former clients including Alco
   Financial Corporation, Eastman Kodak, Fisher Price, Inc.,
   Fleet Bank, Hasbro Industries, Inc., Konover & Associates,
   LaSalle Business Credit, Springs Industries, Inc.,  Textron
   Financial Corp., Wausau Employers Insurance, World Kitchen
   Inc., and Wrangler.

C. Prior representation in Ames-related matters to The CIT
   Group, Congress Financial Corp., McDonnell Douglas. (AMES
   Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)

ARMSTRONG HOLDINGS: Retains Deloitte as Internal Auditor
Subject to Judge Farnan's approval, Armstrong Holdings, Inc.
tell him they have employed the professional services firm of
Deloitte & Touche LLP to provide internal audit services.
Pursuant to the Bankruptcy Code, the Debtors request that the
Court approve the employment of Deloitte as their internal audit
services provider, nunc pro tunc to August 30, 2001, to perform
the necessary auditing services that are incidental to the
administration of the Debtors' chapter 11 estates.

The Debtors assure Judge Farnan that the services to be
performed by Deloitte are not duplicative in any manner of the
services to be performed by KPMG or any other professional
retained by the Debtors in these chapter 11 cases.

Indeed, the Debtors assert that the services to be performed by
Deloitte are separate and distinct from the services to be
performed by the Debtors' other professionals because Deloitte
will provide risk based internal audit projects that will
provide internal reports to the Debtors' management on the
operating effectiveness and efficiencies of the Debtors' key
processes, computer systems, compliance infrastructure, and
financial reporting process.

The auditing procedures to be performed by Deloitte will not
constitute a financial audit, a review or a compilation of the
Debtors' financial statements or any part thereof, nor an
examination of management's assertions concerning the
effectiveness of the Debtors' internal control systems, or an
examination of the Debtors' compliance with laws, regulations,
or other matters.

Accordingly, Deloitte's performance of the internal auditing
procedures will not result in the expression of an opinion, or
any other form of assurance, on the Debtors' financial
statements or any part thereof, nor an opinion, or any other
form of assurance, on the Debtors' internal control systems or
its compliance with laws, regulations, or other matters.

In its capacity as internal auditor, Deloitte will work closely
with the Debtors and their professionals. As internal auditor,
Deloitte will provide the services set forth in an certain
engagement letter, dated August 30, 2001, between Deloitte and
the Debtors. The internal auditing services may include, but
will not be limited to, the following:

       (a) Deloitte will work in concert with the Vice President
of Consulting and Audit Services and/or the Chief Financial
Officer and the Debtors' management to perform an enterprise-
wide risk assessment, define the Debtors' audit universe,
recommend a comprehensive audit plan, and execute the global
internal audit plan. The recommended audit plan will require any
approvals deemed appropriate by the Debtors' management,
including, but not limited to, the Vice President of Consulting
and Audit Services, and/or the Chief Financial Officer and the
Audit Committee.

       (b) The Vice President of Consulting and Audit Services
and/or the Chief Financial Officer and/or other such
specifically designated individuals as deemed appropriate by the
Debtors' management will be responsible for approving a plan for
each project, generally describing its objectives and the nature
and scope of the procedures to be performed by Deloitte, and
Deloitte will collaboratively perform the audit plan for each

       (c) Upon completion of each individual internal audit
project, a draft report will be provided to the Vice President
of Consulting and Audit Services and/or other such specifically
designated individuals as deemed appropriate by the Debtors'
management for review and approval. The report generally will
contain sections on project objectives, summaries of the
procedures performed pursuant to the internal audit plan,
departures, if any, from the original internal audit plan,
findings from the performance of the procedures, recommendations
for improvements, and management's responses to the findings and

       (d) Once approved, such report will be issued by the Vice
President of Consulting and Audit Services and/or the Chief
Financial Officer and/or other such specifically designated
individuals as deemed appropriate by the Debtors' management,
for internal distribution.

Tony DeVincentis will participate as the Lead Client Service
Partner, and Deborah Hassan will participate as Engagement
Partner, maintaining overall responsibility for the engagement
on behalf of Deloitte. Joseph Murphy will coordinate daily
management of the engagement. Arnry Junaideen will participate
as the IT Partner, maintaining responsibility for coordinating
Information Technology Resources.

However, circumstances may occur that could result in changes to
Deloitte's anticipated staffing for this engagement.

The internal audit services will be performed in accordance with
the Standards for the Professional Practice of Internal Auditing
that are issued by The Institute of Internal Auditors, except

       (1) those related to the general standards applicable to
the Management of the Internal Audit Department Activity, which
remain the responsibility of the Debtors, and

       (2) those standards relating to access and possession of
working papers.

However, circumstances for certain projects may require that
services be provided in accordance with applicable standards of
the American Institute of Certified Public Accountants. In those
circumstances, Deloitte will so advise the Debtors and issue a
separate engagement letter.

The Debtors assure Judge Farnan that the services of Deloitte as
provider of internal audit services are necessary in order to
enable the Debtors to execute their duties faithfully as debtors
and debtors in possession. The services to be rendered by
Deloitte are not intended to be duplicative in any manner with
the services performed and to be performed by any other party
retained by the Debtors.

Because the Debtors requested Deloitte to commence work on
august 30, 2001, the Debtors respectfully request that its
retention be made effective as of August 30, 2001.

During  the chapter 11 cases, fees for this engagement will be
billed in according with the terms established by the Bankruptcy
Court. Deloitte's hourly rates for this engagement are:

       Professional                 Percent Mix   Hourly Billing
       ------------                 -----------   --------------
       Partners/Principal                  8%           $185
       Senior Manager                     15%           $135
       Manager                            27%           $105
       Senior Consultant & Consultant     50%           $ 65
              Subtotal                   100%           $ 95

D&T agrees to manage the use of its personnel to achieve an
annualized average blended hourly rate of $95, and to use its
best efforts to secure the lowest cost alternative for travel

               Disclaimers and Damage Limitations

The engagement letter includes a limitation on Deloitte's
warranties for its services.  Deloitte first reminds the Debtors
and Judge Farnan that this is a services engagement. Deloitte
warrants that it shall perform services hereunder in good faith,
but disclaims all other warranties, either express or implied,
including, without limitation, warranties of merchantability and
fitness for a particular purpose.

Deloitte shall not be liable for any delays or nonperformance
resulting from circumstances or causes beyond its reasonable
control, including, without limitation "acts or omissions or the
failure to cooperate by Armstrong (including, without
limitation, entities or individuals under its control, or any of
their respective officers, directors, employees, other personnel
and agents); acts, or omissions or the failure to cooperate by
any third party; fire or other casualty; act of God, strike or
labor dispute; war or other violence; or any law, order, or
requirement of any governmental agency or authority."

Deloitte also places limitation on damages and indemnification.  
The Debtors agree that Deloitte and its personnel shall not be
liable to the Debtors for any claims, liabilities, or expenses
relating to this engagement for an aggregate amount in excess of
the fees paid by the Debtors to Deloitte pursuant to this
engagement, except to the extent finally judicially determined
to have resulted primarily from the bad faith or intentional
misconduct of Deloitte.  Deloitte also disclaims any liability
for itself or its personnel for consequential, special,
indirect, incidental, punitive or exemplary loss, damage, or
expense relating to this engagement.

                    The Debtor's Indemnity

The Debtors are to indemnify and hold harmless Deloitte and its
personnel from all claims, liabilities. and expenses relating to
this engagement, except finally judicially determined to have
resulted primarily from the bad faith or intentional misconduct
of Deloitte. The provisions of this indemnity are agreed to
apply to the fullest extent of the law, whether in contract,
statute, tort (such as negligence), or otherwise. In
circumstances in which all or any portion of the provisions of
this paragraph are finally judicially determined to be
unavailable, Deloitte's aggregate liability for any claims,
liabilities, or expenses relating to this engagement shall not
exceed an amount that is proportional to the relative fault that
Deloitte's conduct bears to all other conduct giving rise to
such claims, liabilities, or expenses. (This also is a provision
which has drawn objections by the United States Trustee.)

The Debtors agree to cooperate with Deloitte in the performance
by Deloitte of its services hereunder, including, without
limitation, providing Deloitte with reasonable facilities and
timely access to data, information and personnel of the Debtors.
The Debtors shall be responsible for the performance of the
Debtors' personnel and agents and for the accuracy and
completeness of all data and information provided to Deloitte
for purposes of the performance by Deloitte of its services.

          U.S. Trustee Objects: Indemnity and Time Records

In support of her Objection to Debtors' Application for
Authorization to Employ Deloitte & Touche LLP as Internal
Auditor to the Debtors, Patricia A. Staiano, the United States
Trustee for Region 3, avers to Judge Farnan that:

       (1)  The proposed terms of the engagement contain
indemnification and limitation of liability provisions that are
inconsistent with prior decisions of the Court, citing In re
United Cos. Fin. Corp., 241 B.R. 521 (Bankr. D. Del. 1999), and
are otherwise inconsistent with the Debtors' fiduciary duties
and with notions of bankruptcy professionalism.

       (2)  Deloitte requests an exemption from the requirement
to keep and furnish detailed time records and instead proposes
to provide only reporting "by activity category and by day".  It
is not clear to the Trustee whether such reporting would provide
a breakdown of what tasks each professional performed on each
day and the amount of time spent on each task at least to the
nearest hour or half hour.  Such level of detail is frequently
provided by investment bankers who do not bill by the tenth of
an hour and it appears appropriate for Deloitte to be required
to provide at least the same level of detail. (Armstrong  
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

ARTESYN: Negotiations to Amend Credit Agreement Terms Underway
Artesyn Technologies, Inc. (Nasdaq:ATSN) reported financial
results for the third quarter ended September 28, 2001. Revenue
for the quarter totaled $108.6 million, down from $182.5 million
a year ago.

The company incurred a cash loss for the quarter of $0.17 per
diluted share, compared to cash earnings of $0.37 per diluted
share in 2000. These results were in line with analyst
expectations and exclude the impact of restructuring and other
special charges taken during the quarter.

Total orders in the quarter were $102.2 million. Customer
cancellations that were prevalent during the first half of the
year were minimal in the third quarter, as the book-to-bill
ratio improved to 0.94. Total backlog at the end of the quarter
was $84.5 million.

"Aggressive cost reduction efforts initiated over the last six
months allowed us to meet earnings expectations, even with lower
than anticipated revenues," commented Artesyn's President and
CEO, Joseph M. O'Donnell. "Total operating costs during the
quarter were reduced by approximately 22% versus the second
quarter, with selling and administrative expenses at their
lowest level since 1996. Actions taken in the third quarter will
further reduce operating and overhead costs, as we position the
company to return to profitability. For the fourth quarter, we
are estimating a reduction in the cash EPS loss to between $0.08
and $0.12 on flat revenues."

"While these efforts are critical to improving Artesyn's
financial performance, we continue to invest for the future and
bring new products to market," O'Donnell continued. "During the
third quarter, we introduced several new industry-leading DC/DC
products and believe Artesyn now has one of the most
comprehensive AC/DC and DC/DC product lines in the industry.
This is evidenced by the 78 new design wins received so far this
year. The combination of strong customer relationships, an
expanded product portfolio and improved cost structure has
positioned Artesyn to emerge from this downturn as a market

            Additional Cost Reductions Announced

During the third quarter, the company identified additional
actions to further streamline operations and align costs with
current market conditions. These actions include reductions in
the number of facilities and hourly/salaried positions globally.
Year-to-date initiatives have resulted in the elimination of
approximately 3,300 positions, or 36% of the company's

Total pre-tax charges for the year, related to these ongoing
restructuring initiatives and inventory reserve adjustments, are
now estimated at $33.0 million compared to previous estimates of
$25 million.

The restructuring component is expected to total approximately
$17.0 million pre-tax, with $8.2 million recorded in the second
quarter. A $5.0 million pre-tax charge was recorded in the third
quarter, with the balance of the charge, or approximately $3.8
million, expected in the fourth quarter. These actions should
generate close to $50 million in annual overhead and operating
cost savings when fully implemented in the first quarter of

Pre-tax charges to increase excess and obsolete inventory
reserves total $16 million, with $10 million previously recorded
during the second quarter. The remaining $6 million was recorded
in the third quarter as a special charge to cost of sales.
Including the impact of all items, the net cash loss in the
third quarter was $0.38 per diluted share.

         Operating Cash Flow and Liquidity Improved

Significant improvements were made during the quarter in
strengthening the company's balance sheet and liquidity
position. Artesyn ended the third quarter with over $41 million
in cash and short-term investments, an increase of approximately
$11 million, or 36%, over the previous quarter-ending balance.

Contributing to the improvement was a substantial reduction in
the accounts receivable balance and a $14 million reduction in
global inventory levels before charges. A continued focus on
cash management is expected to enable additional balance sheet
improvements over the next several quarters.

Working closely with its banking group, Artesyn obtained a
waiver through December 1, 2001, for the financial covenant
tests under its existing revolving credit agreement.

Negotiations are underway on an amendment to the agreement with
revised terms and pricing structure. The company expects to have
an amendment in place by the waiver expiration date. As part of
the waiver, the size of the facility was reduced from $275
million to $150 million. The company has not made a drawing
under the agreement since May 2001 and believes that, along with
its current cash position, this amount will be sufficient for
its needs.

Artesyn Technologies, Inc., headquartered in Boca Raton, Fla.,
is a leading provider of power conversion equipment, real-time
systems and logistics management for the communications
industry. For more information about Artesyn Technologies and
its products, please visit the company's web site at

ASPEON INC: Defaults On $13.9MM Under Preferred Share Agreement
Aspeon Inc. (Pink Sheets:ASPE) announced that the plaintiffs in
the class action suit previously filed against the company, its
chief executive officer and its former chief financial officer,
have taken an appeal from the order of the United States
District Court which dismissed the suit with prejudice and
entered judgment in favor of the company and its officers.

Richard Stack, Aspeon's chief executive officer, said, "We
believe that the plaintiff's claims are without merit and we
intend to vigorously oppose the appeal."

The company also announced pre-audit financial results for the
fiscal year ended June 30, 2001. The company reported an
anticipated loss of approximately $51.7 million for the year
ended June 30, 2001, as compared with a loss of $9.3 million for
the year ended June 30, 2000.

For the year ended June 30, 2001, the company expects sales of
approximately $61.1 million, as compared with $81 million for
the prior year. The financial results reported in this release
are subject to audit and therefore may change by a material
amount, although the company believes that these amounts are
realistic estimates of the final figures.

The company's auditors, BDO Seidman LLP, have not had access to
the working papers of the company's previous auditors for the
fiscal years ended June 30, 1999 and 2000, and therefore, BDO
Seidman has not been able to complete its audit of the company's
financial statements for the fiscal year ended June 30, 2001.

Without access to the prior years working papers, the company's
auditors are able only to express an opinion on the balance
sheet as at June 30, 2001 and the auditors are not able to
express an opinion on the company's other financial statements
for the fiscal year ended June 30, 2001. As previously reported
by the company, the company and its chief executive officer have
initiated a lawsuit against the company's former auditors.

Until such time that the company's auditors are able to complete
their audit of the company's financial statements for the fiscal
year ended June 30, 2001, the company will face certain
consequences, including that the company will not be able to
file its Annual Report on Form 10-K with the Securities and
Exchange Commission, the company will not be able to hold its
annual stockholder meeting and stockholders of the company will
not be able to rely upon Rule 144 or 145 of the Securities Act
of 1933 for the resale of restricted securities.

The company is exploring alternatives as to how it might be
possible to proceed, however no assurances can be made that the
company's auditors will be able to complete their audit of the
company's financial statements for the fiscal year ended June
30, 2001.

In announcing the results, Stack said: "This has been a year of
consolidation for us. We were faced with a number of challenges
to which we have had to devote much of our attention, including
managing our business under severe cash constraints, defending
against the shareholder lawsuit, negotiating with our preferred
stockholder to restructure its equity position in the company,
hiring new auditors, initiating a lawsuit against our former
auditors and restructuring our application service provider
(ASP) business to eliminate the cash drain it was generating.

"Despite these challenges, we have continued to create new
industry standards with our Javelin Point of Sale terminals and
we are devoting ourselves to increasing our product sales with
the goal of returning the company to profitability."

On the unaudited balance sheet of the company as of June 30,
2001, there is included as a current liability an amount of
$13,969,000 representing the balance owing under the preferred
share agreement that currently is in default. In the event that
a proposed settlement is reached with the preferred stockholder,
this amount will be significantly reduced and the majority of
the amount remaining will be classified as long-term debt.

Aspeon is a leading manufacturer and provider of point-of-sale
(POS) systems, services and enterprise technology solutions for
the retail and foodservice markets. Visit Aspeon at

AT HOME: Strikes Deal with Comcast to Continue Internet Services
Comcast Cable Communications, Inc. Senior Vice President David
Juliano announced that Comcast and Excite@Home have reached an
agreement to provision new high-speed Internet customers.

"Comcast and Excite@Home have reached an agreement that allows
Comcast to continue deploying high-speed Internet services to
our customers.  Comcast is pleased that the two companies were
able to reach this resolution quickly, without having any impact
on new or existing customers," said Juliano.

Headquartered in Philadelphia, Comcast Cable is a division of
Comcast Corporation (Nasdaq: CMCSK, CMCSA) --- a developer, manager and operator of  
broadband cable networks and provider of programming content.
Comcast Cable is the third largest cable company in the United
States. Providing basic cable, digital cable and high speed
Internet services, Comcast Cable is the company to look to first
for the communications products and services that connect people
to what's important in their lives.  

The company's approximately 18,000 cable division employees
serve more than 8.4 million customers in six geographic regions.  
Comcast Corporation's Class A Special and Class A Common Stock
are traded on The Nasdaq Stock Market under the symbols CMCSK
and CMCSA, respectively.

BETHLEHEM STEEL: Cleveland-Cliffs Sees Minor Chapter 11 Impact
Cleveland-Cliffs Inc (NYSE: CLF) reported that the Chapter 11
bankruptcy filing by Bethlehem Steel Corporation (NYSE: BS) is
not expected to have a significant impact on Cliffs' financial
results for 2001.

Bethlehem is a 70.3 percent owner of the Cliffs-managed Hibbing
Taconite Mine in Minnesota.  It is expected that Bethlehem will
continue to fund its obligations and take iron ore from the
mine.  Cliffs is a 15 percent owner of Hibbing Taconite, with
Stelco Inc. owning the balance.

Cliffs did not have any trade account receivables from Bethlehem
as of September 30, 2001.  Cliffs sold iron ore to Bethlehem in
October, prior to the bankruptcy filing, that will result in a
fourth quarter pre-tax charge of approximately $1.0 million.

Cleveland-Cliffs is the largest supplier of iron ore products to
the North American steel industry and is developing a
significant ferrous metallics business. Subsidiaries of the
Company manage and hold equity interests in five iron ore mines
in Michigan, Minnesota, and Eastern Canada. Cliffs has a major
iron ore reserve position in the United States and is a
substantial iron ore merchant.

BIRMINGHAM STEEL: Attempting Debt Workout Options With Lenders
The financial statements for the fourth quarter and fiscal year
ended June 30, 2001 have been prepared on a going concern basis,
which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.

Birmingham Steel Corporation has substantial debt maturities due
April 1, 2002, and those maturities are classified as current
liabilities in the Consolidated Balance Sheet at June 30, 2001.
Based upon the current level of the Company's operations and
current industry conditions, the Company anticipates it will
have sufficient liquidity to meet its obligations as they become
due in the ordinary course of business through March 31, 2002.

However, there can be no assurance that the Company will be able
to refinance, restructure, extend, or amend its obligations
under the Revolving Credit Facility, the Birmingham Southeast
Credit Facility and Senior Notes on or prior to April 1, 2002.

Although the financial and credit markets have recently
tightened, the Company continues to investigate the possibility
of refinancing its debt with new lenders. The Company also
continues to pursue alternatives to reduce the existing debt,
including the sale of SBQ assets which management believes will
make a refinance or restructure more feasible.

The Company also is negotiating with its existing lenders to
obtain an extension of the current maturities or otherwise to
restructure its debt. However, there can be no assurance that
such negotiations will be successful or that alternative
financing can be obtained from other sources

BIRMINGHAM STEEL: Paid Down Revolver by $11.5MM in Q4
Birmingham Steel Corporation (NYSE:BIR) reported financial
results for the fourth quarter and fiscal year ended June 30,

The Company's financial results in the fourth quarter improved
from the immediately preceding quarter ended March 31, 2001, and
also improved from the same period of the prior fiscal year.

For the three months ended June 30, 2001, the Company reported a
net loss from continuing operations of $3.5 million compared
with a loss of $15.2 million in the fourth quarter of the prior
fiscal year. In the immediately preceding third quarter ended
March 31, 2001, the Company reported a net loss of $10.9
million. Steel shipments in the fourth quarter of fiscal 2001
were 624,000 tons, compared with 639,000 tons in the same period
last year. The average selling price per ton was $274, down from
$286 last year, reflecting lower overall average selling prices
and a decrease in merchant product shipments.

For the fiscal year ended June 30, 2001, the Company reported a
net loss from continuing operations of $38.5 million compared
with a loss of $59.5 million in fiscal 2000. Steel shipments for
the fiscal year ended June 30, 2001, were 2,426,000 tons, down
from 2,568,000 tons last year.

John D. Correnti, Chairman and Chief Executive Officer of
Birmingham Steel, commented, "We are pleased to report continued
progress toward our goal of returning Birmingham Steel to
profitability. With the exception of the Cartersville facility,
each of our core operations was profitable in the fourth
quarter. The Cartersville operation continued to improve in
productivity and cash flow, and sustained a higher level of
shipments during the quarter. In the month of June, our combined
core operations, including Cartersville, generated a profit for
the first time in 13 months."

Correnti stated, "Although the success of the recent rebar trade
cases led to a partial restoration of rebar selling prices and
improved margins, business conditions remained challenging in
the fourth quarter. However, because of improved cash flow and
reductions in SBQ (special bar quality) working capital, we
reduced debt under the revolving credit facility by $11.5
million during the quarter. Since September 30, 2000, during the
worst industry conditions in 30 years, the Company reduced debt
and lease obligations by $21.7 million, which enabled us to
conclude the fiscal year ended June 30, 2001, with $26.8 million
of availability under our revolving credit facility."

Correnti said the Company was continuing discussions with its
lenders regarding possible restructuring of debt or extension of
certain debt maturities that are currently due April 1, 2002. In
the meantime, Correnti said the Company expects to remain in
compliance with all covenants pursuant to its debt agreements.

Correnti also said the Company is progressing with due diligence
and documentation regarding the pending sale of the Company's
SBQ facilities in Cleveland, Ohio, to Corporacion Sidenor, S.A.,
a steel producer headquartered in Bilbao, Spain. The Company
expects to have completed a definitive agreement with Sidenor by
November 9, 2001. Correnti said Sidenor is currently paying the
costs for approximately 60 former employees of the SBQ
operations in order to retain these workers for a restart of
operations upon closing of the transaction. Although the terms
of the pending transaction have not been disclosed, the Company
recorded an additional charge to discontinued operations in the
fourth quarter to reflect the expected impact of the proposed
sale. Correnti noted that the transaction with Sidenor would
reduce debt and eliminate further cash requirements of the
Cleveland facility.

Correnti said, "These are uncertain times in the U.S. and
throughout the world. Prior to September 11, 2001, the U.S.
steel industry was arguably already in a recession, but we were
encouraged that selling prices for steel products appeared to
have bottomed. However, the tragic events of September 11 and
the measured response by the United States initiated on October
7, 2001, have created near-term uncertainty in the marketplace."

Correnti continued, "The outlook for the U.S. economy for the
remainder of 2001 and 2002 is unclear, although the prevalent
sentiment is that the overall economic environment will be
challenging until consumer confidence is restored and capital
spending reemerges. We believe the long-term outlook is
promising for construction steel products such as rebar and
merchant products. However, we expect shipments, pricing and
margins will be under pressure for the remainder of 2001 and for
at least the first half of 2002."

Correnti concluded, "As evidenced by the fourth quarter results,
Birmingham Steel has improved financial performance and cash
flow during some of the most trying business conditions in
recent history. Although our goal of returning the Company to
profitability is not yet achieved, we are making progress. The
employees and management of Birmingham Steel are committed to
meeting the challenges posed by the current uncertainties in the
economic environment with diligence, hard work and an unwavering
commitment to success."

Birmingham Steel operates in the mini-mill sector of the steel
industry and conducts operations at facilities located across
the United States. The common stock of Birmingham Steel is
traded on the New York Stock Exchange under the symbol "BIR".

BROADBAND WIRELESS: Acquiring Entertainment Direct.TV
Broadband Wireless International Corporation (OTC Bulletin
Board: BBAN) in the ongoing process of reorganization announced
the signing of a letter of intent to acquire Entertainment
Direct.TV, Inc.  

The general terms of the all stock acquisition will allow
current Broadband Wireless shareholders to retain 49% of the
issued common stock of Broadband Wireless International
Corporation. Entertainment Direct.TV, Inc. will be operated as
a wholly owned subsidiary of Broadband Wireless.  The new entity
will operate under the Broadband Wireless name and will continue
pursuit of both companies business models.

"We have entered into this LOI in an effort to provide the
critical mass necessary to build our business model and to
create shareholder value.  As we have identified critical niche
markets that need our communications infrastructure,
Entertainment Direct.TV has identified a niche marketing
strategy that brings tremendous value to artists and advertisers
alike," commented Dr. Ron Tripp, President of Broadband

Entertainment Direct.TV, Inc. is head quartered in Las Vegas, NV
and was created to leverage the Internet to deliver
entertainment products and information to targeted consumers
enabling them to participate in the lifestyle of their favorite
entertainer, whether an athlete or artist.  This specific
targeting methodology is combined with multiple, user-friendly
technologies that enable rapid return on investments for the
artists and their corresponding advertisers.  Entertainment
Direct.TV is currently under contract with a diverse group of
recording artists, athletes and advertisers.

Michael Williams, CEO of Entertainment Direct.TV, Inc. stated
"With this transaction, we are better positioned to ensure the
provision of content both to our domestic niche markets and
those global markets that U.S. entertainers dominate as well.  
We look forward to offering the right combination of
communications infrastructure and entertainment content that
truly provides the specialty products that consumers are

Keith McAllister, President of Entertainment Direct.TV, Inc.
commented "We have created innovative marketing channels that
enable advertisers to reach their targeted consumers with their
particular product or information.  The ability to facilitate
this effort within our extensive database provides us the
opportunity to generate substantial, recurring revenue from
niche oriented product campaigns.  Combining this with elements
of Broadband Wireless's infrastructure rollout provides a total
reach into these niche markets."

Management from both companies continue to meet and are expected
to conclude the execution of a definitive agreement later this
week.  Principals of Entertainment Direct.TV, Inc. are aligning
financing alternatives through various sources and are expecting
a combination of external financing and internal cash flow at
significant levels by year end.

CELLPOINT: Post Lower EBITDA Despite Dramatic Rise in Revenues
CellPoint Inc. (Nasdaq:CLPT) (OMX:CLPT), a global provider of
mobile location software technology and platforms, announced
financial results for the fiscal year ended June 30, 2001. The
previously announced liquidation of the company's telematics
subsidiary, Unwire, requires CellPoint to disclose results of
its telematics operations as 'discontinued operations' in
accordance with U.S. Generally Accepted Accounting

           Results from Continuing Operations

Revenue for the location services business segment, 'continuing
operations,' climbed to $4.1 million in the fiscal year compared
to $0.83 million in the previous fiscal year. EBITDA (earnings
before investment expenses, taxes, depreciation and
amortization) from continuing operations was a loss of $10.33
million for the fiscal year, compared to a loss of $5.51 million
in the previous fiscal year. 97% of all revenue in the year came
from the European marketplace. The gross profit margin increased
to 85.7% from 39.7% in fiscal 2000. CellPoint expects the
margins to remain high in the coming years since its focus is on
selling software licenses for location platforms.

Peter Henricsson, CellPoint Chairman and Chief Executive
Officer, said, "We are pleased to report revenue growth of 390%
from the location services business this past fiscal year
despite difficult market conditions and subsequent order delays.
This past fiscal year, CellPoint made substantial progress
expanding operations to achieve commercialization of its
location services technology, developed a new generation of
software platforms for location-based services and increased
marketing activities to create a more global awareness. In
addition, we were successful in launching strategies to reduce
overall operating costs."

Operating expenses from continuing operations were $17.78
million, of which $3.93 million was depreciation and
amortization. In the previous fiscal year, operating expenses
from continued operations were $8.46 million, of which $2.61
million was depreciation and amortization. Selling, general and
administrative expenses for continuing operations were $8.27
million; research and development expenses were $4.21 million,
totaling $12.48 million for the year compared to $4.32 million
in the previous fiscal year. The company incurred a loss from
continuing operations of $16.5 million compared to a loss of
$8.16 million in the previous year.

"In July, we announced a three-pronged strategy to be cash-flow
positive by current fiscal year end. The execution of this plan
included the buyout and restructuring of the convertible notes
from Castle Creek Technology Partners, direct private placements
to date of US$6.6 million to buy down the notes and raise
additional working capital, and the liquidation of our
telematics subsidiary, Unwire. We are also further streamlining
our operations focusing on location platforms and enabling
services and are liquidating our South African subsidiary and
concentrating our development and implementation resources in
Sweden. We are now poised for sustained growth as we focus on
implementing our product offerings for state-of-the-art location
services. We have lowered the cost structure and will continue
to manage operating costs without reducing our commitment to
continued development and sales of our location platforms,"
Henricsson said.

As part of the restructuring, the company has improved the
balance sheet by writing off all goodwill from the Unwire
purchase and is now left with $15.57 million in total goodwill
which will improve the results per share going forward. The
company has debts of $11.79 million, of which none is short-term

"We are expecting demand to build in the coming quarters secured
by mobile operators' needs globally to increase average revenue
per user (ARPU). Our Mobile Location System (MLS) platform
addresses those needs with a seamless, network-wide location
solution enabling operators or application providers to deliver
expanded mobile offerings for future generations. CellPoint's
MLS works across today's 2G networks (current GSM worldwide),
2.5G (GPRS) and 3G/UMTS. CellPoint is prepared to increase
market penetration significantly and capitalize on the multi-
billion dollar mobile location services industry," added

            Highlights Fiscal Year 2000 - 2001

  --  Company begins trading on the Nasdaq National Market

  --  Signs commercial agreement with EuroTel Praha Ltd. for GSM
      location services

  --  Signs agreement with E-Plus to deliver world's first
      commercial network-based location services for German
      mobile operator

  --  Gains secondary listing in Europe and begins trading on
      the Stockholm OM Exchange, now called Stockholmsborsen

  --  Launches MLS - world's first network-based location
      platform enabling location services for every subscriber
      in any GSM network

  --  CellPoint joins Location Interoperability Forum (LIF);
      CellPoint Chairs Mobile Location Protocol group

  --  AirFlash and CellPoint join forces to offer integrated
      end-to-end location-based services Highlights since July 1

  --  KPN Group, CellPoint and E-Plus sign Group License Frame
      Agreement for Mobile Location Systems with terms
      negotiated for operators within the KPN Group

  --  SiRF and CellPoint to integrate A-GPS into CellPoint's MLS
      platform to provide GSM/3G operators with enhanced
      Anytime, Anywhere Location Information Platform

  --  Location Developers' Zone launched, more than 400
      developers on line - LDZ facilitates third-party
      development of applications and services targeted to
      CellPoint's mobile location platforms

  --  First closings of follow-on funding reach US$6.6 million;
      convertible notes restructured to $4.00 fixed convertible
      on remaining $6.1 million principal

The Annual Stockholders' Meeting will be held on December 5,
2001 in Stockholm, Sweden. Stockholders of record at the close
of business on October 19, 2001 shall be entitled to receive
full details in the notice of, and to vote at, the annual

The company noted that, as a result of its restructuring
efforts, it has postponed its conference call until the end of
the first quarter and has prepared a written question and answer
session with management which can be viewed on CellPoint's
website at The company's full
report filed with the SEC on Form 10KSB can be viewed at

   (a) US GAAP Reporting for Discontinued Operations

The decision made in the fourth quarter of fiscal 2001 to focus
on the location services business requires that the Company
disclose the results of the telematics operations as
'discontinued operations' according to U.S. Generally Accepted
Accounting Principles (US GAAP) requirements.

Accordingly, the results of the telematics business area have
been segregated from the results of the Company's ongoing
business of location services. The historical financial
statements have also been restated to conform to this required

Unwire's financial results are reported under Discontinued
operations in the Consolidated Statements of Operations and its
financial position is presented in the Consolidated Balance
Sheets under Net assets of discontinued operations.

CellPoint Inc. (Nasdaq:CLPT, SSE:CLPT, is a
U.S. company with subsidiary operations in Sweden and Great
Britain delivering mobile location technology platforms and
enabling services in cooperation with cellular operators
worldwide. CellPoint's end-to-end cellular location technology
is a high-capacity system that works in unmodified GSM networks
and uses standard GSM or WAP phones and standard Internet

Several commercial applications are available for business and
personal location services including Resource Managertm for
mobile resource management, iMatetm for location-sensitive
information and Findertm, an application for locating friends
and family.

CellPoint? and CellPoint Systems? are trademarks of CellPoint

CHESAPEAKE: Sells Permanent Display Business to Management Group
Chesapeake Corporation (NYSE:CSK) announced it has sold its
permanent display business, Consumer Promotions International,
Inc., (CPI) to a management investment group led by Michael de
Gennaro, president of CPI.

Chesapeake also announced it has sold Chesapeake Display and
Packaging (Canada) Limited to Atlantic Decorated & Display,
Inc., a subsidiary of Atlantic Packaging Products Ltd. of
Scarborough, Ontario.

Chesapeake's Chairman, President and Chief Executive Officer
Thomas H. Johnson said, "These are the last steps in a series of
divestitures that we announced earlier this year, when we
announced we were discontinuing Chesapeake's Merchandising and
Specialty Packaging segment. These divestitures have
repositioned Chesapeake to be a focused specialty packaging
company that enjoys leadership positions as a packaging supplier
for particular markets, such as the pharmaceutical and
healthcare sector."

The CPI sale includes facilities in: Mount Vernon, NY;
Leicester, England; Noisy le Grand and Rosny sous Bois, France;
and Barcelona, Spain. CPI employs approximately 525 employees.
CD&P Canada has one plant in Toronto and employs approximately
85 people.

Chesapeake Corporation, headquartered in Richmond, Va., is a
global leader in specialty packaging. Chesapeake is a leading
European folding carton, leaflet and label supplier and a leader
in plastics packaging for niche markets. Chesapeake has over 50
locations in North America, Europe, Africa and Asia.
Chesapeake's website is
As of July 1, the company's current assets were valued at $274.5  
million as opposed to current liabilities of $345.4 million.

COMDIAL CORP: Faces Nasdaq Delisting for Violating Requirements
Comdial Corporation (Nasdaq:CMDL) announced that on October 9,
2001 it received a Nasdaq Staff Determination, indicating that
the Company's common stock is subject to delisting from the
Nasdaq National Market because the Company has failed to comply
with the minimum $4,000,000.00 net tangible assets requirement
or the minimum $10,000,000.00 shareholders' equity requirement,
as required by Marketplace Rule 4450(a)(3).

The Company also does not meet the continued listing
requirements under the Nasdaq National Market's Maintenance
Standard No. 2.

The Company intends to request a hearing before the Nasdaq
Listing Qualifications Panel to review the Staff Determination.
The appeal will stay the delisting of the Company's common
stock, pending the decision of a Nasdaq Listing Qualifications
Panel, which is expected to hear the appeal within 45 days.

At the hearing, the Company intends to submit a plan pursuant to
which it hopes to return to compliance with the continued
listing requirements of the Nasdaq National Market. In the
alternative, the Company may apply for listing on the Nasdaq
SmallCap Market. The Company believes that it currently meets
the continued listing requirements for the SmallCap Market.

Comdial Corporation, headquartered in Sarasota, Florida,
develops and markets sophisticated communications solutions for
small to mid-sized businesses, government, and other

Comdial offers a broad range of solutions to enhance the
productivity of businesses, including voice switching systems,
voice over IP (VoIP), voice processing and computer telephony
integration solutions. For more information about Comdial and
its communications solutions, please visit our web site at

COMDISCO INC: Court Allows Panel to Hire Watchell as Counsel
Judge Barliant allows the Creditors' Committee of Comdisco, Inc.
to retain the firm of Watchell, Lipton, Rosen & Katz, as its
counsel in Comdisco's chapter 11 cases.

To address the objection raised by Equity Committee and the
request of the United States Trustee, the Court has set a
hearing on the contingent fee arrangement at 10:30 a.m. on
October 23, 2001.

Until the entry of a final, non-appealable order resolving the
contingent fee arrangement, Judge Barliant directs the Debtors
to pay Watchell $100,000 a month towards its fees and expenses,
nunc pro tunc to July 27, 2001. (Comdisco Bankruptcy News, Issue
No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)    

COVAD COMMS: Seeks Okay to Hire Ordinary Course Professionals
Covad Communications Group, Inc. asks the Court for permission
to employ certain ordinary course professionals, nunc pro tunc
to the Petition Date, without requiring submission of separate
retention applications for each Ordinary Course Professional.

Christopher J. Lhulier, Esq., at Pachulski Stang Ziehl Young &
Jones, in Wilmington, Delaware, relates that in their daily
performance of their duties, the Debtor's employees regularly
call upon certain professionals including attorneys and real
estate brokers to assist them in carrying out their assigned

The Debtor anticipates employing these Ordinary Course
Professionals to continue rendering services during the pendency
of these cases:

A. Morris Nichols Arsht & Tunnell, of 1201 North Market Street,
   P.O. Box 1347, Wilmington, Delaware, provides advice on
   selected issues of Delaware corporate law.

B. Brobeck Phleger & Harrision, of 2200 Geng Road, Palo Alto,
   California, provides representation related to employment

C. Barnes & Thornburg, of 750 17th Street, N.W., Washington,
   D.C., provides advice on certain intellectual property

D. Liberty Greenfield, of 717 17th Street, Suite 2700, Denver
   Colorado, provides assistance with real estate leases.

Mr. Lhulier tells the Court that each of these Professionals
will be paid no more than $25,000 per month during the pendency
of these cases, without an order from the Court authorizing any
higher amount. He adds that the Debtor will review the
statements of the Ordinary Course Professionals and determine
their reasonableness in accordance with pre-petition practices.

However, Mr. Lhulier says, if an Ordinary Course Professional's
fees and expenses exceed the maximum monthly amount, that
Professional will be required to file a fee application in Court
for the entire amount requested of that month.

Likewise, if the fees and expenses exceed the maximum aggregate
amount during the pendency of these cases, the Professional will
be required to file a fee application for fees incurred in the
month such aggregate amount is exceeded and for every month
thereafter during the pendency of these cases.

Mr. Lhulier says that the Debtor proposes to file a statement
with the Court and to serve such statement on the United States
Trustee on the 15th day of every third month after approval of
this Motion, which shall include this information for each

A. Name of Ordinary Course Professional

B. Aggregate amounts paid as compensation for services and
   reimbursement of expenses incurred during the last 120 days

C. Aggregate paid as compensation for services rendered and
   reimbursement of expenses incurred during the pendency of
   these cases

D. General description of the services rendered by each

Mr. Lhulier submits that although some of the Ordinary Course
Professionals may hold minor amounts of unsecured claims against
the Debtor for pre-petition services, the Debtor does not
believe that any of the Professionals have an interest
materially adverse to them or their estates.

Nevertheless, to ensure that each of the Professionals is
disinterested and does not represent or hold any adverse
interest, the Debtor proposes that each be required to file an
affidavit of disinterestedness with the Court and serve copies
to the UST and all parties-in-interest. Mr. Lhulier states that
the Debtor will not make any payment to any Professional who has
failed to file such an affidavit.

If any of the parties-in-interest has any question regarding
payments to these Professionals, Mr. Lhulier submits that the
Debtor will supply them with additional pertinent information
for their perusal and evaluation. Affected parties-in-interest
may file objections within 45 days of the filing of an
accounting reflecting such payments.

Mr. Lhulier contends that the Debtor cannot continue to
successfully operate its business unless it retains and pays for
the services of these Professionals. He says that the Debtor's
business would be harmed if the Debtor was required to submit to
the Court an application, affidavit, and proposed retention for
each Ordinary Course Professional.

Business would be further affected if each of these
Professionals were required to apply for approval of its
employment and compensation. Furthermore, the substantial cost
of preparing these retention applications and fee applications
would cause an unnecessary drain on the Debtor's estate. (Covad
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    

COVAD COMMS: Appoints Patrick Bennett as Senior VP of Sales
Covad Communications (OTCBB:COVD), the leading national
broadband services provider utilizing DSL (Digital Subscriber
Line) technology, announced Patrick Bennett as senior vice
president of sales.

Bennett will be responsible for Covad's direct sales and retail
channel development. This is a new position that will compliment
Covad's wholesale business, which currently provides the bulk of
Covad's revenue. The direct sales position will manage all direct channel sales and support, telesales and retail
channel sales and development. Bennett will be located in Media,
Pennsylvania, where the majority of Covad's direct sales efforts

"It is important that Covad further develop its direct sales
capability, providing a choice to customers who want to work
directly with their broadband provider while strengthening some
of the stability issues we have seen in the ISP marketplace,"
said Charles E. Hoffman, Covad CEO and president. "I have worked
with Patrick for almost a decade and he is an enthusiastic sales
leader that will help add spirit to the organization and focus
on getting top performance from our direct sales efforts."

Bennett, age 54, brings to Covad 19 years of successful sales
development and management expertise, including the development
of effective customer care, sales and marketing organizations,
channel development and strategic planning.

Bennett arrives at Covad from TESSCO Technologies, Inc., a
leading provider of solutions for wireless communications, where
he was senior vice president of marketing and product
development. Prior to TESSCO, Bennett was executive vice
president and chief operating officer of Rogers Wireless, Inc.,
Canada's largest wireless communications service provider. As a
member of the senior management team, Mr. Bennett was
instrumental in driving significant improvements in all
operating metrics of the business.

Preceding Rogers Wireless, Inc., Bennett joined the start-up
organization of Sprint PCS as area vice president, where he
launched service in Philadelphia and later managed the
Washington/Baltimore area. He was also vice president of Sales
and Marketing for Cellular One in Washington/Baltimore and
president and general manager of Communications Electronics
Inc., along with being vice president and general manager for
American Beeper Associates in Columbia, Maryland. He began his
career as a regional sales manager for Metromedia, the
predecessor to Cellular One.

Covad is the leading national broadband service provider of
high-speed Internet and network access utilizing Digital
Subscriber Line (DSL) technology. It offers DSL, IP and dial-up
services through Internet Service Providers, telecommunications
carriers, enterprises, affinity groups, PC OEMs and ASPs to
small and medium-sized businesses and home users. Covad services
are currently available across the United States in 94 of the
top Metropolitan Statistical Areas (MSAs). Covad's network
currently covers more than 40 million homes and business and
reaches approximately 40 to 45 percent of all US homes and
businesses. Corporate headquarters is located at 4250 Burton
Drive, Santa Clara, CA 95054. Telephone: 1-888-GO-COVAD. Web

DIGITAL NOW: Case Summary & 20 Largest Unsecured Creditors
Debtor: Digital Now, Inc.  
        8401 Old Courthouse Road  
        Suite 140  
        Vienna, VA 22182  
        aka Digital Now

Chapter 11 Petition Date: October 05, 2001

Court: Eastern District of Virginia

Bankruptcy Case No.: 01-81288-SSM

Judge: Stephen S. Mitchell

Debtor's Counsel: Donald F. King, Esq.
                  Odin, Feldman & Pittleman  
                  9302 Lee Highway, Suite 1100  
                  Fairfax, VA 22031  
                  Fax: (703) 218-2160  

Estimated Assets: $0 to $50,000

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

Entity                            Claim Amount
------                            ------------
Covington & Burling                 $264,928
1201 Pennsylvania
Ave NW
Washington, DC

Sony Electronics                    $163,480

Atmel Corporation                    $93,010

KPMG LLP                             $87,444

PSI Net                              $77,078

Orus c/o Protas Spivok et al         $70,858

KPMG LLP                             $65,990

EFOS Canada                          $53,976

Infinity Financial Mgmt.             $49,632

Jackson & Campbell                   $41,900

White & Case LLP                     $37,951

Telecomputing                        $36,765

Dalsa Inc.                           $34,829

Freehills                            $33,079

Computershare Registry               $28,404

Interactive Worldwide Inc            $27,217

Financial & Corporate                $23,846

Bar and Karrer                       $21,927

Mark Moler                           $15,331

Federal Express                      $14,997

EXODUS COMMS: Seeks Court Injunction Against Utility Companies
In the ordinary course of business, Exodus Communications, Inc.
use gas, water, electric, telecommunications and other services
provided by Utility Companies, which are all critical to the
Debtors' ability to sustain their operations during the pendency
of their chapter 11 cases.

The Debtors' facilities are dependent on electricity for
lighting, general office use and their web-hosting
infrastructure and services. In addition, telecommunications
service is integral to the provision of their web-hosting
services and also necessary to perform sales and marketing
functions and to communicate with customers, vendors and
corporate headquarters. Any interruption of these services would
severely disrupt the Debtors' day-to-day operations, resulting
in an inability to provide services to customers, which could
result in customers leaving Exodus and a reduction in revenue.

By this motion, the Debtors seek entry of an order:

   A. extending the deadline to provide utilities with adequate
      assurance through and including a hearing on their motion
      establishing adequate assurance procedures; and

   B. prohibiting the Debtors' utility service providers from
      altering, refusing or discontinuing services on account of
      outstanding pre-petition invoices and/or requiring
      adequate assurance of payment as a condition of receiving
      services during this period, provided, that such extension
      is without prejudice to the right of any Utility Company
      to request that the period be shortened and, further, that
      the Debtors shall maintain the burden of proving that any
      such Utility Company is adequately assured of future

Before the Petition Date, David R. Hurst, Esq., at Skadden Arps
Slate Meagher & Flom LLP, in Wilmington, Delaware, relates, the
Debtors maintained favorable payment histories with all of the
Utility Companies, consistently making payments on a regular and
timely basis. To the best of the Debtors' knowledge, as of the
Petition Date, there were no significant defaults or arrearages
with respect to any utility bill, nor have there been any such
defaults historically.

In fact, Mr. Hurst submits that virtually all of the Debtors'
utility bills are current, except for the few such bills that
may have been received within the several days immediately
before the Petition Date.

In addition, Mr. Hurst informs the Court that many of the
Utility Companies are parties from which the Debtors have
contracted for use of telecommunications lines, which are the
lifeblood of the Debtors' businesses and without such lines, the
Debtors literally could not provide services to their customers.

Prior to the Petition Date, Mr. Hurst states that the Debtors
were not served with any written notices of termination of any
of the Line Contracts and as of the Petition Date, the Debtors
and the Utility Companies were operating under the terms of the
respective Line Contracts.

The Debtors have not yet sought to either assume or reject any
of the Line Contracts, which a non-debtor party may not enforce
termination rights under an executory contract or unexpired
lease against the Debtors without seeking relief from the
automatic stay. Therefore, Mr. Hurst asserts that Utility
Companies could have no basis for terminating the Line Contracts
or the provision of any services and it is appropriate to
prohibit them from doing so.

In these early stages of the Debtors' chapter 11 cases, Mr.
Hurst says that it is imperative that the Utility Companies
continue to provide services in the same manner and on the same
terms as provided pre-petition. Therefore, to allow the Debtors
a brief period of time to concentrate on matters essential to
the reorganization process and to provide the Debtors an
opportunity to file a motion establishing procedures for
requests for adequate assurance, the Debtors request that the
Court extend the deadline to provide utilities with adequate
assurance through and including a hearing on the Debtors' motion
establishing adequate assurance procedures.

The Debtors submit that the Extension is reasonable, considering
the competing interests the Debtors' officers and key management
face during the first few weeks of the chapter 11 process and
the Debtors' timely payment history with the Utility Companies.
Further, Mr. Hurst states that the Extension is without  
prejudice to the right of any Utility Company to request that
the period be shortened and, should any Utility Company exercise
its right to do so, the Debtors will maintain the burden of
proving that adequate assurance of payment exists for such
Utility Company.

Finally, Mr. Hurst tells the Court that the Debtors will be
filing a related motion seeking to establish procedures for
requests for adequate assurance. Mr. Hurst claims that the
procedures established by this motion will create an
administrative process which will streamline the request
process, thus reducing the time and expense incurred by the
Debtors, their estates and creditors in resolving any such
requests, while also providing the Utility Companies with a
process to address concerns regarding the Debtors post-petition
payment abilities. (Exodus Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

FEDERAL-MOGUL: Court Allows Payment of Shipping Charges
Federal-Mogul Corporation sought and obtained an order
authorizing, but not directing, them to pay pre-petition
obligations owed to common carriers incurred by both their
United States and United Kingdom operations.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young & Jones,
in Wilmington, Delaware relates, that these obligations are owed
on account of the Debtors' shipments to both Original Equipment
customers, such as large automotive manufacturers, and
aftermarket customers, such as wholesale distributors and retail

The Debtors, Ms. Jones tells the Court, additionally seek to pay
warehousing charges related to supporting their OE distribution
system in the UK, as well as pre-petition obligations related to
the importation of goods into the US and the UK. Lastly, the
Debtors seek confirmation of the administrative expense status
arising from the post-petition delivery of goods for which the
Debtors are responsible for the shipping charges.

In support of the Debtors' Motion, Ms. Jones details each of the
pre-petition shipping obligations and reasons why the Debtors
should be immediately authorized to pay them:

A. Common Carrier Obligations - In the US, the average monthly
   freight expense for the US Debtors is approximately
   $6,550,000. The Debtors estimate that, as of Petition Date,
   the Common Carriers are owed approximately $2,650,000 for
   pre-petition shipments. These charges related primarily to
   shipments of finished products to aftermarket customers and
   shipment of raw materials to the Debtors' manufacturing
   facilities. For aftermarket sales, the Common Carrier for a
   particular shipment is selected at the plant or distribution
   center level. Shipments are made from the plants to the
   distribution centers to aftermarket customers. Approximately
   90% of shipments are contracted through trucking companies
   and the remaining 10% are split between air, boat, and train

   In the UK, the Debtors use four types of Common Carriers for
   freight shipments: air carriers, ocean carriers, trucking
   services and other express shipment services. Approximately
   80% of shipments are contracted through trucking companies
   and the remaining 20% are split between air, ocean, and
   railroad companies. The Debtors pay approximately
   $11,800,000 per year in the aggregate for transportation and
   shipping. Approximately 55% of this amount is related to
   incoming deliveries while the remaining 45% is related to
   outgoing deliveries to third party customers.

   The Debtors presently utilize the services of 55 major
   transportation suppliers in the UK. The average payment
   terms for these transportation suppliers are 45 days. Since
   the Debtors have no central payment system in the UK, all
   invoices are matched at individual locations responsible.
   The average monthly freight expense is approximately
   $1,000,000. The Debtors estimate that, as of the Petition
   Date, the common Carriers are owed approximately $1,500,000
   for the UK operations.

   The Debtors believe that failure to pay these shipping
   charges will result in discontinued service or withholding
   of important shipments of raw materials utilized in the
   manufacturing of their products. In this light, payment of
   the Common Carrier Charges would prevent disruption of the
   Debtors' business. Moreover, many of the shippers might
   contend that they are entitled to possessory liens in any
   goods they hold as of the Petition Date and refuse to
   release such goods until their claims are satisfied. The
   Bankruptcy Code provides that a carrier might be entitled to
   adequate protection of such lien, increasing the cost and
   administrative burden to the Debtors. Payment of shipping
   obligations will eliminate the need to provide such adequate
   protection and reduce the amount of potential secured
   claims. In addition, the value of the goods in the
   possession of the shippers far exceeds the amount of unpaid
   shipping charges. The Debtors, therefore, believe that it is
   necessary to pay these charges rather than risk losing the

   In the event that the Debtors were not able to make
   payments, these Common Carriers might cease to do business
   with the Debtors, forcing the latter to obtain substitute
   freight carriers with little or no warning. This situation
   could obligate the Debtors to pay premium charges to the
   replacement carriers to obtain timely delivery of goods,
   causing further drain to the estates.

B. Warehousing Obligations - The Debtors currently do not have
   any goods stored in warehouses owned by third parties in the
   United States. The UK operations, on the other hand, utilize
   one third-party warehouse at Upton, which stores and
   distributes ignition and wiper products to OE customers.
   According to the contract governing the Debtors' use of this
   warehouse, the warehouse operator has a lien on the goods in
   its possession to secure the expenses incurred in connection
   with the storage of the goods.

   Storage fees owing to the UK warehouse have averaged
   $150,000 monthly over the last twelve months. The Debtors
   estimate that their outstanding liability for Warehousing
   Obligations as of the Petition Date is $225,000. The Debtors
   believe that a failure to pay these pre-petition amounts
   would result in delayed delivery of the goods in storage,
   causing significant damage to the UK operations and
   relationship with UK customers. Meanwhile, payment of such
   amounts would not prejudice the Debtors' unsecured
   creditors, as the warehouse operator will have a lien for
   any unpaid amounts.

C. Customs Duties, Brokerage Fees, and Freight Forwarder Fees -
   The Debtors export and import finished goods and are
   obligated to pay certain charges related to their shipment
   across international borders. As of Petition Date, the
   Debtors had become indirectly obligated to pay for certain
   goods being imported into the US or the UK that had not yet
   been received, in transit to the US or UK, or awaiting
   clearance by the US Customs Service.

   Prior to the Petition Date, the Debtors engaged customs
   brokers to obtain possession of goods imported into the US
   and the UK and process these goods with the customs service
   smoother and faster delivery of such goods worldwide. The
   Debtors pay the Brokers various fees based on contractual
   rates adjusted for the type of goods being transported. The
   Debtors' average yearly payments to Customs Brokers total
   $526,000 while the English Debtors' total $150,000. The
   Debtors estimate that, as of Petition Date, prepetition fees
   owing to the customs Brokers totaled $44,000 in the US and
   $15,000 in the UK. The Debtors estimate that they owe
   accrued and unpaid import charges for prepetition customs
   duties in the amount of $1,800,000 in the US and $300,000 in
   the UK, with an additional $200,000 in related import fees
   also in the UK.

   As with the other shipping obligations, failure to pay the
   customs brokers could result in demands by the relevant
   customs authority for redelivery of any imported goods
   already released to the Debtors, detention of future
   imported goods intended for the Debtors, and implementations
   of sanctions until payment is made. Payment will also
   eliminate potential prolonged customs clearance periods and
   procedures and expedite the delivery of imported and
   exported goods and products.

D. Outstanding Orders - Numerous vendors locally and worldwide
   provide the Debtors with millions of dollars worth of goods,
   materials, and products on a monthly basis. Many shipments
   are in transit to the Debtors' various facilities. As of the
   Petition Date, the Debtors had numerous outstanding orders
   for a wide variety of Goods with a large number of parties.
   Many of the Debtors' vendors may be concerned that delivery
   of goods after the Petition Date will render them unsecured
   creditors of the Debtors' estates. This could result in
   their refusal to deliver or withholding important goods to
   the Debtors.

Ms. Jones submits that obligations that arise in connection with
the post-petition delivery of goods to the debtors are
administrative expenses. By virtue of this provision, Ms. Jones
asserts that the Debtors have the obligation to pay these

However, the Debtors' relationships with their vendors and
suppliers are so essential for successful reorganization that it
is necessary to further assure those parties that their valid
claims will be accorded first-priority administrative expense
status and they will continue to be paid by the debtors.

Moreover, Ms. Jones adds that since many foreign vendors are not
familiar with the ability of the debtors to pay for post-
petition delivery of goods, having dealt with chapter 11 debtors
infrequently or not at all, confirmation by the Court of the
validity of their claims is needed. (Federal-Mogul Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-

GLENEX INDUSTRIES: Quest Ventures Completes Shares Purchase
Glenex Industries Inc. (CDNX - GXI) has been informed that Quest
Ventures Ltd. has completed the purchase of 1,870,000 shares of
Glenex, being 19.9% of the issued and outstanding capital of

The Board of Directors presently consists of A. Murray Sinclair
and Brian E. Bayley, both partners of Quest Ventures Ltd.,
Robert Boyle, a director of the Company since 1997, and Henry
Knowles, a Toronto business lawyer.

Glenex Industries Inc. is engaged in the entertainment service
industry, and in the production of oil and gas.

GRIFFIN SERVICES: Faces Involuntary Chapter 7 Petition
Griffin Services, parent company of Griffin Staffing Services,
is facing an involuntary chapter 7 bankruptcy petition filed
against it by its workers compensation and employer liability
insurance company, The Business Journal reported.

Atlantic Mutual Insurance Co. of Roanoke, Va., filed the
petition in the bankruptcy court for the Middle District of
North Carolina in Greensboro on October 4.  Atlantic Mutual
alleges it is owed $445,497 in past due accounts that Griffin
Services has failed to pay.  The Winston-Salem, N.C.-based
Griffin Services has until October 24 to file a response to the
Atlantic Mutual petition in court. (ABI World, October 16, 2001)

GRIFFIN SERVICES: Chapter 7 Involuntary Case Summary
Alleged Debtor: Griffin Services, Inc.  
                8011 North Point Blvd,
                Suite A
                PO Box 11865
                Winston-Salem, NC 27116

Involuntary Petition Date: October 4, 2001

Case Number: 01-52373             Chapter: 7

Court: Middle District of North Carolina (Winston-Salem)

Judge: Catharine R. Carruthers

Alleged Debtor's Counsel: R. Bradford Leggett, Esq.
                          Suite 700
                          380 Knollwood St.
                          P. O. Box 5129
                          Winston-Salem, NC 27113-5129

Petitioner's Counsel: William P. Miller, Esq.
                      300 High Point B&T Bldg.
                      300 N. Main St.
                      P. O. Box 1550
                      High Point, NC 27261

                      Robert E. Price, Jr., Esq.
                      Suite B
                      3400 Healy Dr.
                      P. O. Box 26364
                      Winston-Salem, NC 27114-6364

Petitioners: Atlantic Mutual Insurance
             Career Associates, Inc.  

Amount of Claim: $445,497

HOMESEEKERS.COM: Terminates B.J. Rone as CEO and President
---------------------------------------------------------- (OTC Bulletin Board: HMSK), a leader in online
real estate technology and services, has terminated its contract
with Tatum CFO Partners, LLP for the services of B.J. Rone as
CEO and President.  Current management of HomeSeekers is
overseeing day to day operations., Incorporated is a leading provider of
technology to the North American and International real estate
industries.  The Company provides technology solutions and
services targeted to brokers, agents, Multiple Listing Services
(MLS), builders, consumers and others involved in the real
estate industry.  Product and service offerings can be viewed at
the Company's primary website,

HOMESEEKERS.COM: In Default Under Purchase Pact with HomeMark
------------------------------------------------------------- (OTC Bulletin Board: HMSK), a leader in online
real estate technology and services, accepted the resignation of
Ted Jones from the HomeSeekers board of directors.

In addition, Joseph Harker, Chairman of the Board of Directors
announced his resignation effective October 17, 2001, citing
personal reasons. HomeSeekers also received notice from HomeMark
placing HomeSeekers in default under the Securities Purchase
Agreement dated June 6, 2001 between the Company and HomeMark.

Separately, HomeSeekers revealed that it also received notice
that HomeMark has sold contract rights and promissory notes and
liens secured by HomeSeekers assets to privately held
HomeSeekers Management, Inc. (HMI), indicating HomeMark's total
severance of any perceived remaining relationship with
HomeSeekers. HomeMark has never been a shareholder of
HomeSeekers. HomeMark advised HomeSeekers that it would issue  
its own press release on the matter., Incorporated is a leading provider of
technology to the North American and International real estate
industries.  The Company provides technology solutions and
services targeted to brokers, agents, Multiple Listing Services
(MLS), builders, consumers and others involved in the real
estate industry.  Product and service offerings can be viewed at
the Company's primary Web site,

HOMESEEKERS.COM: Mulls Operations Shut-Down & Bankruptcy Filing
--------------------------------------------------------------- incurred net losses of approximately
$51,627,000, $25,034,000 and $4,842,000 during the years ended
June 30, 2001, 2000 and 1999, respectively, and at June 30, 2001
had a working capital deficit of approximately $9,745,000, an
accumulated deficit of approximately $92,587,000 and a
stockholders' deficit of approximately $5,416,000.

In addition, the Company used cash of approximately $10,332,000
to fund operations during the most recent year and continues to
rely on outside financing. The report of independent auditors on
the Company's June 30, 2001 financial statements includes an
explanatory paragraph indicating there is substantial doubt
about the Company's ability to continue as a going concern.

There is only a limited operating history with the existing
business model, the Company has had substantial management
turnover and has undergone significant restructuring of
operations, and there is no assurance that necessary financing
can continue to be obtained. Subsequent to June 30, 2001 the
Company's cash position has deteriorated.

The Company has been unable to obtain sufficient additional
financing and may have to consider curtailing or ceasing
operations, including the possibility of filing bankruptcy. The
accompanying financial statements do not include any adjustments
to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the outcome of this

ITI EDUCATION: Creditors Approve Proposed Sale of Assets to EDMC
Ernst & Young Inc., court-appointed Receiver and Manager of ITI
Education Corporation, reports that the proposal to creditors of
ITI was accepted earlier Monday. This event facilitates the sale
of certain ITI assets to Education Management Corporation of
Pittsburgh, PA.

At a meeting held Monday in Halifax, E&Y put the Proposal to a
vote by ITI's creditors, and 99% of the creditors voted to
accept the Proposal.

The court has also approved the amalgamation of ITI and certain
related companies, a necessary step under the purchase
agreement. E&Y will now seek the Court's approval of the
Proposal, which will complete the purchase process. The sale of
ITI to Education Management Corporation is expected to become
final by the middle of November.

"With the approval we received from creditors [Mon]day, I
believe the sale of ITI to EDMC will be completed as planned,"
said Mathew Harris, E&Y Senior Vice President and Receiver for

"We are very pleased that these last steps are now complete and
look forward to finalizing this agreement very soon," said Jock
McKernan, Vice-Chair of Education Management Corporation. "Our
focus now is on the October 29th intake of students and filling
those classes that come next. ITI offers students an opportunity
to gain the kind of education that will help them get jobs with
any organization that needs people to solve today's business
challenges using the latest technology."

INTEGRATED HEALTH: Gets Okay to Assume Amended NV & WI Leases
Integrated Health Services, Inc. sought and obtained the Court's
approval, pursuant to sections 105(a), and 365(a) and (b) of the
Bankruptcy Code, and Rule 6006 of the Bankruptcy Rules, for the
assumption of two non-residential real property leases
pertaining to two Facilities - one in Nevada and another in
Wisconsin. The Facilities have been profitable. Further, the
Debtors have obtained rent concessions to enhance profitability.

Specifically, the Leases are:

(1) between Nev-Cal Associates, L.P., as landlord, and IHS 151,
    as tenant-assignee, dated as of March 10, 1993, related to
    non-residential real property and improvements located at
    2898 Highway 50 E., Carson City, Nevada, and known as the
    Carson Convalescent Center, and

(2) between Mi-Con Associates, L.P., as landlord, and IHS 145,
    as tenant-assignee, dated as of February 26, 1997, related
    to certain non-residential real property and improvements
    located at 1202 E. Sumner Street, Hartford, Wisconsin, and
    known as the Hartford Care Center.

The Hartford Lease was entered by and between Mi-Con, as
landlord, and HHC Nursing Facilities, Inc., as tenant, on or
about February 26, 1997 and was subsequently assigned by HHC to
IHS 145 pursuant to an Assignment and Assumption of Real
Property Lease, entered into as of December 31, 1997.

The Carson Lease was entered by and between Nev-Cal, as
landlord, and Horizon Healthcare Corporation, as tenant, on or
about March 10, 1993. Horizon CMS Healthcare Corporation
succeeded to Horizon Healthcare Corporation's interest in the
Carson Lease. The Carson Lease was subsequently assigned by
Horizon CMS Healthcare Corporation to IHS 151, pursuant to an
Assignment and Assumption of Real Property Lease, dated as of
December 31, 1997.

On an annualized basis, as of June 30, 2001, both the Hartford
and Carson Facilities were profitable. The Hartford Facility's
pro-forma annualized cash flow as of that date was $9,177.00,
while the Carson Facility's pro-forma annualized cash flow as of
that date was $351,558.

In an effort to further enhance the profitability of each
Facility, the Debtors commenced discussions with the landlords
of each Facility in an effort to negotiate a rent concession.
After extensive arm's length negotiations, the Debtors and
landlords agreed to amend the Hartford and Carson Leases to
reduce the rent due under each Lease, with assumption of the
leases, as amended, by the Debtors.

The Hartford Lease Amendment reduces the annual Hartford Lease
rent from $383,200 to $263,200 -- an annual rent reduction
totaling $120,000. The Carson Lease Amendment reduces the annual
Carson Lease rent from $180,000 to $120,000 -- an annual rent
reduction totaling $60,000.

If the rent reductions had been in effect during the last six
months, the Hartford Facility's pro-forma annualized cash flow
as of June 30, 2001, would have been $129,177 and the Carson
Facility's pro-forma annualized cash flow as of June 30, 2001,
would have been $41 1,558.

The Hartford and Carson Lease Amendments increase the
profitability of each Facility, and the Debtors believe that the
rent reductions implemented by the Lease Amendments will improve
each Facility's fiscal health such that the Debtors can expect
to realize increased profits during the remainder of the Lease

Therefore, the Debtors believe that assumption of the leases as
amended pursuant to section 365 of the Bankruptcy Code is an
exercise of sound business judgment. (Integrated Health
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

INTIRA CORP: divine Completes Acquisition of Certain Assets
divine, inc., (Nasdaq: DVIN), a premier integrated solution
provider focused on the extended enterprise, announced that it
has completed its acquisition of certain assets of Intira
Corporation and HostOne.

Combined, these acquisitions position divine as a leading
provider of facilities-based managed applications services, with
anticipated annual revenue of more than $30 million for the
division. These acquisitions bring together the facilities and
processes of Intira with the application management services and
expertise of HostOne, and the world-class application
development talent of divine's Professional Services
Organization. divine's strategy is to build and deliver world-
class facilities-based managed hosting services for a variety of
business-critical enterprise applications, and provide an
application infrastructure for divine's collaboration,
interaction, and content aggregation and personalization

"Businesses today need to leverage complex solutions quickly,
reliably, cost-effectively, and in a controlled, monitored
environment," said Jim Dennedy, President, divine Managed
Services. "To do that, they require high-performance
infrastructure solutions to host and manage those applications.
With the acquisitions of Intira and HostOne, divine has
assembled the key capabilities to provide end-to-end hosting and
managed support for a complete client solution."

divine now has data centers in Pleasanton, Calif., and St. Louis
and operational facilities in Washington D.C. and New York. By
owning the application infrastructure platform and the
management of the hosting environment, divine is able to provide
greater control over the quality and availability of divine's
and other hosted applications.

For more information about divine Managed Applications Services,
please visit divine's Web site,

divine, inc., (Nasdaq: DVIN) is focused on extended enterprise
solutions. Through professional services, software services and
managed services, divine extends business systems beyond the
edge of the enterprise throughout the entire value chain,
including suppliers, partners and customers. divine offers
single-point accountability for end-to-end solutions that
enhance profitability through increased revenue, productivity,
and customer loyalty. The company provides expertise in
consulting, collaboration, interaction, hosting and knowledge
solutions that enlighten, empower and extend enterprise systems.

Founded in 1999, divine focuses on Global 5000 and high-growth
middle market firms, government agencies, and educational
institutions, and currently serves over 2000 customers. For more
information, visit the company's Web site at

INT'L FIBERCOM: Talking With Banks On Likely Covenant Violations
International FiberCom Inc. (Nasdaq:IFCI) announced that it
expects to report an operating loss for its third quarter ended
Sept. 30, 2001, due largely to problems in its network services
group and the cost of excess capacity in certain regions as a
result of the continued slowdown in telecommunications
infrastructure capital spending.

The company said that certain of its operations were profitable,
including its wireless technology group, its systems integration
group and portions of its outside plant services group, but that
other operations have suffered operating losses and will be
further downsized.

The company's revenues for the quarter are expected to be down
approximately 13 percent to 16 percent, from the $82.5 million
reported for the second quarter ended June 30, 2001.

As a result of these trends in the industry, the company will
continue to restructure and downsize its operations. The company
will incur significant charges for retiring excess equipment,
for reducing staff in certain operations and in closing
underutilized facilities.

The company plans to narrow its focus to the lines of business
that have showed consistent profitability and have the most
resilient outlook, while moving infrastructure development
activities to a more scalable, subcontractor-based model that is
less capital and labor intensive. The company's restructuring
efforts are aimed at restoring long-term profitability and
operating cash flow.

The company is also in the process of assessing the net
realizable value of certain assets, primarily trade accounts
receivable and costs in excess of billings on certain contracts,
given the deterioration of the financial condition of certain
customers and companies in general in the industry. As a result,
the company expects to record additional reserves to take into
account any estimated permanent impairment in the net realizable
value of these assets.

Chairman, President & CEO Joseph Kealy commented: "These have
been turbulent months necessitating that we restructure our
operations going forward in a manner consistent with the
slowdown and changes in the telecommunications industry. In
addition to last-mile opportunities, both wired and wireless, we
still believe in the metro and local-loop outside plant services
that have been the core of our growth.

"However, the current environment requires a great deal of
flexibility and agility, neither of which can be achieved with
the burden of excess equipment, facilities and overhead. Our
future focus with respect to outside plant services will be to
achieve a more scalable project management focused operation
that will allow us to bring the necessary skill sets and
resources to bear with a much smaller capital investment and
recurring cost burden."

Kealy also said that the company is in discussion with its
commercial banking syndicate to address covenant violations that
will occur as a result of the expected third-quarter loss and
pending restructuring charges.

For the six months ended June 30, 2001, the company reported
revenues of $158.4 million, with a net loss of $22.1 million,
which included a provision of $19.6 million recorded against the
pending sale of its Equipment Distribution Group. The company is
pursuing several disposal options, but if none is successful,
the company will re-evaluate the reserves established as of
March 31, 2001.

The company expects to report its third-quarter results during
the week of Nov. 12, 2001, and will host a conference call for
investors when the results are announced.

KANA: Projects to Reach Breakeven Point in Fourth Quarter
KANA(R) (NASDAQ: KANA), the leading provider of external-facing
eCRM solutions, announced financial results for the third
quarter ended September 30, 2001. In addition, KANA disclosed
plans to accelerate its path to profitability and projected
breakeven pro-forma operating results for the current fiscal

Revenues for the third quarter were approximately $17.4 million.
Pro-forma net loss (which excludes the effects of amortization
of intangible assets and stock-based compensation, costs and
expenses associated with acquisitions, restructuring,
discontinued operations and assumes the acquisition of Broadbase
at the beginning of the period) for the quarter ended September
30, 2001 was ($41.4) million, compared to a pro forma net loss
of ($23.0) million for the quarter ended September 30, 2000.

With the completion of a recent Q3 restructuring and a large
pipeline of potential new business, KANA believes that it will
reach breakeven pro-forma EPS in the current fiscal quarter. The
company is also guiding revenue expectations for Q4 2001 to
approximately $24 million.

"While Q3 was a difficult quarter for KANA and the entire global
economy, we have continued to see tremendous support from our
customers, especially surrounding the recent announcement of our
fully-integrated iCARE product suite," said Chuck Bay, CEO and
president of KANA. "With the most compelling, external-facing
eCRM products on the market, strong partnerships to help in the
delivery and adoption of KANA's technology, and an impressive
blue-chip customer base, we are confident that KANA is well
positioned to both add market share and enhance its bottom

Highlights from the Q3 included:

Product launches: The release of the fully-integrated KANA
iCARE(TM) suite represented a major integration milestone and
delivered the industry's first web-architected J2EE and COM eCRM
suite that provides Global 2000 organizations with a highly
scalable, external-facing contact center solution. KANA iCARE
(Intelligent Customer Acquisition and Retention for the
Enterprise) is the industry's first solution on the market today
that includes an ultra-scalable contact center solution, the
industry's leading in- and out-bound e-mail management system, a
robust knowledge base for self- and assisted-service and
sophisticated marketing and analytics.

Customer wins: KANA third quarter wins included Global 2000
organizations such as: Bank One, Blue Cross Blue Shield of
Minnesota, Chanel, DISA, Groupe Clarins, ICO, Pentagon Federal
Credit Union, State of California Department of Information
Technology, Southern California Gas Company, TaylorMade-adidas
Golf, and Zebank, among others.

Expanded relationships with existing customers: A large number
of current KANA customers purchased additional KANA eCRM
applications to help them better service and market to their
customers. These companies include: adidas, Chase Manhattan,
CIGNA, Cingular Wireless, CitiGroup, Cox Communications,
Earthlink, eBay, First USA Bank, Fuji Bank Ltd., Grainger,
Global Crossing, Hitachi Software, HotJobs, Ladbrokes, Nissan
Motor Company, Northwest Airlines, Oceanic Cable, Providian
Bancorp Services, State of California Governor's Office,
Staples, Tiffany and Company, WorldCom, and Upromise, among

Successful partner relationships: With the release of the KANA
iCARE suite of products, KANA has streamlined its own
professional services organization and is working more closely
than ever with its key partners for the integration, service and
maintenance of its products. Systems integration partners drove
a series of customer wins including: Blue Cross Blue Shield
Minnesota, BSkyB, CitiGroup, DISA, Earthlink, One2One, and
WorldCom, among others.

Industry honors: KANA's Contact and Response products received
2001 CRM Excellence awards from Customer Inter@ction Solutions
Magazine. KANA Contact was also chosen by CUSTOMER Support
Management magazine as a winner of the fourth-annual ICCM/CRM
Solutions "Best of Show Award.

KANA (NASDAQ: KANA) provides the industry's leading external
facing eCRM solutions to the largest businesses in the world,
helping them to better service, market to, and understand their
customer and partners, while improving results and decreasing
costs in contact centers and marketing departments. Through
comprehensive multi-channel customer relationship management
that combines the best-in-class KANA iCARE Architecture with
enterprise applications, KANA has become the fastest-growing
provider of next generation eCRM technology.

The company's customer-focused service, marketing and commerce
software applications enable organizations to improve customer
and partner relationships by enabling them to productively
interact when, where and how they want - across all touch
points, including web contact, web collaboration, e-mail, and
telephone. KANA's global customer base includes Global 2000
organizations in the financial services, manufacturing, high
technology, communications, retail and services markets. ADP,
Chase, E*Trade, GAP, GM, Hewlett-Packard, Kodak, Sony, United
Airlines, Verizon, and Williams Sonoma are among the industry
leaders that have implemented KANA's eCRM solutions. KANA has
locations in 22 countries worldwide, in addition to an extensive
global network of channel partners.

At the end of Q3, the Company's current assets totaled $81.82
million, as opposed to current liabilities of $102.25 million.
For more information, please visit

L.L. KNICKERBOCKER: Closes Substantial Sale of Assets to Marian
The L.L. Knickerbocker Co., Inc. reported the closing of the
sale of substantially all of its assets to Marian, LLC, a
California limited liability company formed by Brian Blosil.  

In consideration for the purchase of Knickerbocker's assets, the
purchaser assumed approximately $2,020,000 in secured debt owed
by Knickerbocker to Republic Financial Corporation, assumed
approximately $1,300,000 of Knickerbocker's debts and
liabilities, and agreed to issue to the Official Committee of
the pre-petition unsecured creditors of Knickerbocker a
subordinated promissory note in the aggregate principal amount
of approximately $1,860,000.  

The shareholders of Knickerbocker will not receive any proceeds
from the Sale.  

Following the consummation of the Sale, Knickerbocker has been
left with little or no assets and Knickerbocker will file with
the Bankruptcy Court a plan of liquidation.  

The shareholders of Knickerbocker are not expected to receive
any proceeds pursuant to such plan of liquidation.

LAIDLAW INC: Court Extends Removal Period to Confirmation Date
Judge Kaplan extends Laidlaw Inc.'s time within which they must
decide whether to remove any Pre-petition Lawsuit through the
later of (a) the Confirmation Date; or (b) 30 days after the
entry of an order terminating the automatic stay with respect to
the particular Action sought to be removed. (Laidlaw Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,

PACIFIC GAS: Wants Open-Ended Extension of Lease Decision Period
Pacific Gas and Electric Company seeks an order extending the
time to assume or reject the approximately 250 real property
leases until the time of confirmation of a plan of
reorganization in the PG&E case, without prejudice to the right
of any lessor subsequently to move the Court for an order
compelling assumption or rejection of its Lease at an earlier
date for good cause shown.  

PG&E notes that in an abundance of caution, the list of Leases
includes certain agreements regarding real property rights and
rights of way, that may not constitute leases pursuant to
Section 365.  PG&E expressly reserves the right to assert that
any Lease does not constitute a nonresidential real property
lease within the meaning of 11 U.S.C. Section 365.

PG&E submits that there is cause to grant the requested
extension because, inter alia, the Leases are essential to its
operations, PG&E continues to comply with its post-petition
obligations under the leases, and the PG&E case is exceptionally
complex and involves a large number of leases.  

In particular, PG&E is the lessee under 255 Leases, pertaining
in general terms to one of the following six functions or uses
in the ordinary course of PG&E's business: office, utility,
telecommunications, rights of way and similar land use rights,
parking and storage.

Previously, PG&E sought and obtained an extension until October
5, 2001 the time during which PG&E may file a motion to assume,
assume and assign, or reject all of the Leases except one,
without prejudice to PG&E's seeking a further extension by
motion prior to October 5, 2001, or by filing a reorganization
plan by that date which sets forth PG&E's intentions regarding
such Leases. With respect to PG&E's lease with Regency Centers,
L.P. in the Strawflower Village Shopping Center in Half Moon
Bay, California.

With respect to the Regency Lease: (i) the time is extended
until at least August 31, 2001; (ii) If PG&E is not in a
position to make a determination on the lease, then PG&E cannot
file a motion to reject, the Regency Lease until after December
31, 2001 (but PG&E may file a motion to assume or assume and
assign the Regency Lease during this period; and (iii) If no
determination is made by December 31, 2001, the time during
which PG&E may file a motion to assume, assume and assign, or
reject the Regency Lease is extended until any date beyond
December 31, 2001 that may be set by the Court pursuant to
motion filed by PG&E on or prior to October 5, 2001.

On September 20, 2001, PG&E (along with co-proponent PG&E
Corporation, PG&E's parent company) filed a plan of
reorganization with the Court. The Plan proposes to either
assume, assume and assign or reject each of the Leases, as set
forth on the respective schedules referenced in the Plan, which
will be provided prior to confirmation of the Plan. PG&E is not
in a position to file such schedules at this time.

To intelligently and meaningfully appraise the Leases in the
context of its plan of reorganization, PG&E thus seeks in this
motion to extend until the date of confirmation of a Chapter 11
plan (or such other date as this Court may order on motion made
on or before that date) the time to assume, assume and assign,
or reject the Leases.

PG&E explains that, as the Plan provides for the disaggregation
and restructuring of PG&E's business into four lines of business
to be conducted by the reorganized Debtor and three new
companies, and a transfer of PG&E's assets and liabilities
(including certain of the Leases) to these companies, it must
assess the potential need for and value of each of the Leases,
as well as evaluate the proposed transfer of certain of the
Leases to one of the newly created companies.

PG&E submits that the requested extension is a proper exercise
of business judgment, and there is cause to grant the requested

Judge Montali will convene a hearing on October 29, 2001, to
consider this open-ended request.  Accordingly, the Debtors time
to make lease disposition-related decisions is extended through
the conclusion of that Oct. 29 hearing. (Pacific Gas Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,

PERSONNEL GROUP: Refinancing Risk Prompts Moody's Downgrades
Moody's Investors Service downgraded to Caa3 from B2 the rating
on Personnel Group of America's (PGA) $115 million 5-3/4% senior
subordinated notes, due 2004.

The senior implied rating was also downgraded to B3 from Ba3 and
its unsecured issuer rating to Caa1 from B1Moody's. The ratings
outlook remains negative while there is approximately $115
million of debt securities affected.

The negative ratings outlook takes into account the pressures on
PGA's liquidity over the near term, seasonal weakness in the
fourth quarter, little room under its bank facility financial
covenants, and the need to extend or refinance the bank facility
by June 2002, Moody's said.

Moody's said that the rating drop reflects PGA's significant
refinancing risk over the next year, during a period of likely
cash flow pressures and weak liquidity. The rating agency states
that the Company has high leverage, a large amount of current
debt, little cushion under its credit facility financial
covenants, and a weak balance sheet.

Furthermore, sales and margins have declined unanticipated over
the past year, and are subject to continued negative trends due
to the downturn in the U.S. economy, which could possibly be
extended as a result of the terrorist attacks on the U.S.

Prior to 1999, PGA has had an aggressive acquisition growth
strategy until later that year, reductions in technology
spending weakened the demand for its services. Its Commercial
Staffing business has seen cyclical weakening since late 2000,
and customer spending on IT services has continued to decline.

In response, PGA has managed cut costs, but the company faces a
more sustained economic downturn that may sharpen and be
extended, with little financial cushion.

Personnel Group of America is an information technology and
personnel staffing services company operating through offices in
37 states and the District of Columbia. The Company headquarters
is in Charlotte, North Carolina.

PILLOWTEX CORP: Selling 61-Acre North Carolina Estate for $742K
Pillowtex Corporation wants to sell approximately 61 acres of
real property located in the City of Laurel Hill, Scotland
County, North Carolina to Larry V. Hogan.

Michael G. Wilson, Esq., at Morris, Nichols, Arsht & Tunnell, in
Wilmington, Delaware, tells the Court that the property has a
net book value of $1,000,000.  According to Mr. Wilson, the
purchaser has agreed to pay $790,000, less a commission of
$47,400 to Raymond Walker Company, for a net purchase price of

Mr. Wilson relates the Debtors are not aware of any liens on or
interests in the property, aside from those granted to the
Secured Lenders and potential statutory liens of the taxing
authority for Scotland County, North Carolina.  Such liens and
interests would be subject to money satisfaction, Mr. Wilson

The Debtors propose to sell the property on an "as is" and
"where is" basis, and free and clear of all liens, claims,
encumbrances and other interests therein.  Mr. Wilson notes that
all such liens, claims, encumbrances and other interests will
attach to the proceeds of the proposed sale.  (Pillowtex
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    

POLAROID CORP: Judge Walsh Allows Use of Cash Management System
Polaroid Corporation uses a highly automated and integrated
centralized cash management system to collect, transfer, and
disburse funds generated by their operations.  Polaroid
Executive Vice President Neal D. Goldman tells the Court this
cash management system also enables Polaroid to accurately
record all such transactions as they are made.

Mr. Goldman relates that cash used to fund the Debtors'
operating expenditures comes, in large part, from the daily
collection of accounts receivable.  Receivables from third
parties are first received in lockbox accounts, Mr. Goldman
explains.  Those funds are then swept into a concentration
account maintained by Polaroid at Bank One.  The funds in the
Concentration Account are used to fund the Debtors' payroll and
other disbursements through designated payroll and controlled
disbursements accounts. Surplus funds in the Concentration
Account are deposited in an interest-bearing overnight
investment account, Mr. Goldman adds.

Eric W. Kaup, Esq., at Skadden, Arps, Slate, Meagher & Flom, in
Chicago, Illinois, states that the Debtors' cash management
procedures are ordinary, usual and essential business practices.
This system is similar to those used by other major corporate
enterprises, Mr. Kaup observes.  Polaroid's Cash Management
System allows the Debtors to:

    (a) control corporate funds centrally,
    (b) segregate cash flows,
    (c) invest idle cash,
    (d) ensure availability of funds when necessary, and
    (e) reduce administrative expenses by facilitating the
        movement of funds and the development of more timely and
        accurate balance and presentment information.

Mr. Kaup asserts that the operation of the Debtors' business
requires that the Cash Management System continue during the
pendency of these chapter 11 cases.  If the Court will insist on
the Debtors' adoption of a new cash management system at this
critical stage, Mr. Kaup warns, the change would be expensive.
Aside from that, Mr. Kaup says, a new cash management system
would create unnecessary administrative burdens to the Debtors.
"In short, it would be much more disruptive than productive,
adversely impacting the Debtors' ability to reorganize," Mr.
Kaup contends.

Considering the arguments presented, Judge Walsh authorizes the
Debtors to continue to use their cash management system.  Judge
Walsh emphasizes that the Debtors must maintain strict records
of all transfers so that all transaction, including, but not
limited to, inter-company transactions may be readily
ascertained, traced, and recorded properly on applicable
accounts. (Polaroid Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

PSINET: Seeks Okay of Proposed Equipment Abandonment Protocol
PSINet, Inc. anticipate that, as they pare down and restructure
their operations, they will identify significant amounts of
unneeded equipment that is of inconsequential value to the
Debtors and/or not worth the administrative costs that would be
incurred in the ongoing storage (and insurance) or removal of
such equipment.

In order to expedite the abandonment process with flexibility in
response and minimize administrative expenses, the Debtors seek
entry of an order by the Court, pursuant to section 554 of the
Bankruptcy Code, establishing procedures for the abandonment of
equipment without further Court approval, following prior
written notice to the Committee and the US Trustee and the
absence of timely objections from interested parties, including
any parties known or believed by the Debtors to assert liens or
other interests in such equipment or from which the Debtors
lease warehouse space or other real property at which such
equipment is located.

        Abandonment Procedures Proposed By the Debtors

The Debtors request that the following Abandonment Procedures be
approved in connection with the abandonment of equipment during
the course of their Chapter 11 cases:

(a) Upon deciding to abandon a particular piece of equipment,
    the Debtors will provide 10 business days' fax notice of
    such proposed abandonment to the US Trustee and the

(b) The Notice must: (1) specify the equipment the Debtors
    intend to abandon, including a description (to the extent
    reasonably practicable) of (i) the make and model of such
    equipment, (ii) the lease schedule, if any, on which the
    Debtors believe each piece of equipment is contained or in
    which it is referred to, (iii) the location of the equipment
    and (iv) any additional information readily available to
    Debtors which may help to identify the equipment; and (2)
    set forth the date on which the Debtors intend to abandon
    such equipment, which shall be the later of (i) the
    expiration of 30 days after service of the Notice in
    accordance with paragraph (d) below or (ii) such
    other date specified in the Notice (either date, the
    Effective Date).

(c) The Committee and US Trustee will have 10 business days
    after service of the Notice to object. If either party
    serves a timely objection to the proposed abandonment on the
    Debtors, the Debtors will attempt to resolve such objection
    consensually. If the Debtors cannot reach a consensual
    resolution to the objection, the Debtors will not proceed
    with the proposed abandonment until the Debtors obtain
    approval from the Court upon notice and a hearing.

(d) If the Debtors do not receive any written objections from
    the Committee or US Trustee prior to expiration of such 10
    business day period, or if the Debtors obtain confirmation
    of non-opposition from both parties prior to such expiration
    of the 10 business day period, the Debtors will then be
    authorized to abandon such equipment without further Order
    of the Court and to take such actions as are necessary in
    connection with the abandonment; provided however that the
    Debtors will be required to file the Notice with the Court
    and serve it on the following parties: (1) any entity known
    or believed by the Debtors to assert or hold a lien or other
    interest in any of the equipment described in the Notice,
    (2) any entity from which the Debtors lease warehouse space
    or other real property at which any of the equipment
    described in the Notice is located, and (3) those parties
    entitled to receive notice under the order limiting notice
    that was approved on June 1, 2001 (as such order may be
    amended from time to time).

    To the extent the Debtors believe that one or more parties
    may assert an interest in the same piece of equipment
    proposed to be abandoned, the Debtors will simply abandon
    such equipment back to the party who the Debtors believe --
    based on the Debtors' books and records -- is the proper
    "interested party" and allow such other party (or parties)
    claiming a competing interest in such equipment to seek
    relief from the Court with respect to the claimed interest.
    From the Debtors' perspective, however, the date of
    abandonment shall not be affected by any such inter-"party
    in interest" dispute.

    In the event such a party should refuse to accept such
    equipment, the Debtors will simply abandon the equipment as
    they otherwise would in the ordinary course of business in
    the absence of such party's apparent interest in the

    The Court previously entered an order approving expedited
    procedures for the rejection of executory contracts and
    unexpired leases and the abandonment of personal property at
    certain rejected lease locations. The Abandonment Procedures
    proposed by this Motion would not apply to any personal
    property abandoned pursuant to the provisions of that order.

(e) Upon the Effective Date, the equipment described in the
    Notice will be deemed abandoned pursuant to section 554 of
    the Bankruptcy Code, on an "as is, where is" basis.

The Debtors submit that adoption of the Abandonment Procedures
represents the sound exercise of business judgment and a fair
balancing of the need of the Debtors' Committee (as fiduciary
for all unsecured creditors) and the US Trustee for notice and
an opportunity to object with the Debtors' need to move quickly
to dispose of excess equipment, to minimize removal costs and to
cut off the needless accrual of administrative rent and other

The Abandonment Procedures provide a fair and expedient manner
for abandoning equipment while also providing parties in
interest with adequate notice of the proposed abandonment and an
opportunity to object to such relief within a definitive time
period, the Debtors represent.

In addition to minimizing administrative expense obligations,
the Debtors expect that the Abandonment Procedures will also
save substantial legal expense and Court time that would
otherwise be incurred if multiple hearings were held on separate
motions with respect to every piece of equipment located at each
POP, web hosting center or warehouse the Debtors determine
should be abandoned.

Accordingly, the Debtors believe adoption of the Abandonment
Procedures is in the best interest of their estates.

The Debtors have reviewed the Motion with the Committee and
believe that the Committee does not oppose the relief sought
herein. (PSINet Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)     

TOKHEIM: EBITDA Continues to Drop in Q3 Despite Restructuring
Tokheim Corporation (OTCBB:THMC) reported that its earnings
before merger and acquisition costs and other unusual items,
interest, depreciation and amortization (EBITDA) for the third
quarter of 2001 were $4.0 million, as compared to $5.7 million
in the comparable 2000 quarter.

The change is attributable to reduced sales volumes largely due
to currency fluctuations, partially offset by reductions in
operating costs.

After the Company's completion of its Chapter 11 restructuring
and adoption of "fresh start" accounting as of October 31, 2000,
its capital structure was substantially changed. As a result, in
fiscal 2001, depreciation and amortization expense is
substantially higher and interest expense substantially lower
than in fiscal 2000. As a result, the financial results for the
2001 third quarter and year to date are not directly comparable
to those of prior periods.

Sales in the third quarter of 2001 were $112.9 million as
compared to $122.7 million in the third quarter of 2000. Of this
8% reduction, 5% is due to the continuing weakness in the value
of the Euro as compared to the prior year. The operating loss
for the quarter was $5.8 million as compared to a loss of $12.1
million in the prior year quarter. Net loss for the quarter
reduced to $14.7 million from a loss of $30.2 million in the
2000 quarter. Because of the substantial changes to the capital
structure of the Company resulting from the restructuring, a
comparison of earnings per share for the current and prior year
quarters is not meaningful.

John S. Hamilton, President and Chief Executive Officer of
Tokheim Corporation, said: "The results for this quarter show a
similar pattern to those of the first half-year; namely the
impact of reduced sales volumes partly due to currency
fluctuations being offset by reductions in operating costs.
Sales volumes in Europe picked up, partly due to conversion of
equipment to enable operation with the Euro currency, while the
U.S. continues to suffer an industry-wide weakness, particularly
in the distributor and jobber channels."

Tokheim Corporation, based in Fort Wayne, Indiana, is the
world's largest producer of petroleum dispensing devices.
Tokheim Corporation manufactures and services electronic and
mechanical petroleum dispensing systems. These systems include
petroleum dispensers and pumps, retail automation systems (such
as point-of-sale systems), dispenser payment or "pay-at-the-
pump" terminals, replacement parts, and upgrade kits.

SUN HEALTHCARE: Court Approves Stipulation with Americorp
Americorp, Inc., DVI, Inc., and Wells Fargo Equipment Finance,
Inc. are plaintiffs in an adversary proceeding (No. AOO-469)
against SunScript Pharmacy Corp. as a result of ongoing disputes
concerning title to certain Sabratek brand intravenous infusion
pumps which are little machines that are hooked up to I.V. bags
in a health care facility to regulate the amount of intravenous
fluid and medicine being delivered to the patient.

The Plaintiffs and Conseco Capital Finance, Inc., for their
part, and SunScnpt are parties to a number of leases of these
Sabratek brand intravenous infusion pumps. Conseco, which has
the smallest interest in the Leases, chose not to join as a
Plaintiff in the Adversary.

The plaintiffs and SunSript dispute over title to certain of the
Pumps, whether the Leases are true leases or disguised sales,
and whether SunScript was entitled to a 10% end of term purchase
option for the Pumps.

After a period of negotiation, the parties to the Adversary
entered into a settlement stipulation.

Although Conseco is not a party to the Adversary or to the
Stipulation, Conseco has informed Americorp that it agreed to
accept $37,000 of the settlement proceeds from Americorp in
satisfaction of its claims under the Leases.

Americorp has represented and warranted to SunScript that
Americorp will pay Conseco the $37,000 sum from the settlement
proceeds under the Stipulation.

The Stipulation provides that SunScript will pay

(1) outstanding postpetition rent under the Leases

(2) all future rent due under the Leases ($274,355.17); and

(3) 10% of Americorp's cost for the Pumps less 50% of the
    accrued rent under certain Leases beyond their three year
    term ($64,998.85).

Upon receipt of the payments,

(a) Plaintiffs will warrant and deliver title to all of the
    Pumps to SunScript;

(b) SunScript and the Sun Healthcare Group will be discharged
    from any further obligations under the Leases or related to
    the Pumps, including, without limitation, any claims arising
    under or related to the Leases under sections 503(b)(l)(A),
    365(d)(10), 365(g) or 502(b) of the Bankruptcy Code, and

(c) all proofs of claim which Plaintiffs or Conseco have filed
    related to or arising under the Leases or the Pumps shall be
    deemed withdrawn with prejudice, and Plaintiffs and Conseco
    shall file no further or amended claims related to or
    arising under the Leases or related to the Pumps.

The Debtors believe that they should enter into the stipulation
because SunScript and certain other of the Debtors need the
Pumps for their operations and the price for the Pumps is fair.
The Debtors note that they are paying just a little more for the
Pumps than the postpetition rent due under the Leases through
the expiration of their terms.

If the Plaintiffs prevailed in the Adversary, the Debtors would
have to pay that amount anyway, in addition to the rent accruing
under the Leases after the expiration of their terms, and would
have no right to purchase the Pumps. The Debtors note that, in
sum, the purchase price for the Pumps winds up being less that
what SunScript would have to pay anyway in postpetition rent if
it lost the Adversary.

Accordingly, the Debtors sought and obtained the Court's
approval for entry into the stipulation. (Sun Healthcare
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

TELEPANEL SYSTEMS: Generates Positive Gross Margins in 1st Half
Telepanel Systems Inc. (TSE:TLS and OTC:TLSXF), a world leader
in electronic shelf label systems for retail stores, announced a
successful showcasing of their technology at an exposition for a
Canadian general merchandise retailer. As well, Telepanel
announced financial results for the second quarter ended July
31, 2001 (all results are stated in Canadian Dollars).

Telepanel recently completed a showcasing of their technology at
a dealer exposition for a general merchandise retailer that has
over 400 locations throughout Canada. The internal trade show
presents products and new technologies approved by the corporate
head office and the Information Technology Group. The Telepanel
ESL system was on display for the franchisees to assess and
provide feedback for a customized solution.

"We have received a great deal of interest from our very
successful demonstration at the dealer show", stated Garry
Wallace, President and CEO of Telepanel. "This is one of the
first times that the key motivations of the system are for
objectives in addition to accurate and cost-effective
price changes. This chain is looking at the Telepanel ESL system
to improve overall labeling and for inventory management".

"With the assistance of our partners, we are developing an
information and pricing solution using ESLs to improve inventory
management within the store, and improve the utility of
labelling systems. These are objectives that you just can't
achieve with paper labels, and this progressive store wants to
utilize these inherent benefits. This realization of 'soft-
benefits is an important stage for the ESL industry.' There has
always been interest in the system to replace paper labels, but
valuation of intangible benefits is a large step in the right
direction to adding value to the business case in installing an
ESL system", he added.

For the second quarter ended July 31, 2001, revenue was
$1,673,851, compared to the same period last year of $1,409,683.
Selling, general and administration expenses were reduced by
over $400,000 from $1,791,594 to $1,372,534. The operating loss
-- eclipsing total revenues -- decreased for the six-month
period to $2,547,013 from $2,947,278 last period mainly due to
the decrease in the S, G & A expenses.

"The results for the first six months are very encouraging",
commented Garry Wallace. "Our second quarter results reflect the
focus and hard line approach that we have taken on operating
expenses. The full effect of the reduction in overhead will
appear in the next quarter results."

Mr. Wallace added, "We continue to generate positive gross
margins and have shown an increase in sales over last period's
six-month comparative results. As well, with our new Millennium
Plus product and reduced price point, the market has shown
substantial interest, increasing the opportunity for roll out

"We are beginning to see some very positive prospects from a
number of our partnerships and alliances, providing Telepanel
with the breadth and depth in the sales and marketing area that
we could not achieve on our own."

Wallace added, "With the recently announced funding commitment,
the new streamlined structure and cash expenses reduced by over
60%, we are in a very good position to capitalize on future ESL

In additional news, Telepanel has refiled first quarter results
on Sedar for note disclosure that was inadvertently omitted
previously. As well, due to timing and scheduling conflicts the
Annual General and Special Meeting is being moved by
approximately three weeks. The exact date will be released
shortly, once the arrangements are set.

Telepanel is a leader in developing wireless electronic shelf
labeling systems for retail stores. Telepanel ESLs are placed on
the edge of store shelves to show a product's price and other
information. Prices are changed by a radio communications link
from the store's product database, to provide rapid, accurate
pricing updates.

Telepanel's systems are integrated with the leading 2.4 GHz RF
LANs which allows retailers to take advantage of their
investment in IEEE-standard in-store RF networks and extend
their use to electronic shelf labels.

Telepanel wireless ESLs are installed throughout the United
States, Canada, and Europe, with such premier supermarket chains
as Adam's Super Food Stores, A & P, Stop & Shop, Loblaws, Big Y,
Reasor's, Doll's, Brown's, Stew Leonard's, Grand Union,
Wakefern, Berks, Ellington, Port Richmond, Champion, Leclerc,
Intermarche, SPAR, and Super U, and at Universal Studios,

TRAVELBYUS.COM: Cuts Jobs in Response to Weak Travel Environment
travelbyus (Toronto: TBU; Frankfurt: TVB; Boston: TBY; OTC
Bulletin Board: TRIPZ) announced that the Company and its
various subsidiaries have completed a reduction in force that
resulted in the elimination of 51 positions.

The reduction represents approximately 45% of the Company's
employees. These actions are a direct result of the adverse
effects on the demand for vacation travel caused by the
weakening economy in the aftermath of last month's terrorist
attacks on the United States. The primary job cuts centered on
the Reno reservation center, but also affected employees at
other levels of the Company, including management, technology
and back office support.

In addition, the Company will further reduce operating costs
by consolidating certain office locations and discontinuing its
wholesale product division.

"These job eliminations are very painful, but the actions had to
be taken to preserve the operational viability of the Company,"
said Bill Kerby, CEO. "All of the resources of the Company are
now directed towards the strengthening of our travel agency
network and maximizing the revenues of Cheap Seats Travel, our
air consolidator component."

The staff and facilities reductions are necessitated by the
Company's need to align operational expenses with projected
revenues. The changes are designed to eliminate non-core
business segments that fail to generate revenues in excess of
operational expenses. The Company will focus on its primary
business of maximizing preferred vendor revenues by delivering
marketing, technology and other services to its travel agency
distribution network.

In addition, the Company will seek opportunities to expand the
market share of its Cheap Seats air consolidator segment.

travelbyus is a vertically integrated travel company. Through
the use of proprietary technology, the Company's website links
its unique travel packages and services to its member travel
agencies and consumers. Its patent pending business model
enables it to offer the right product to the right customer at
the right time.

U.S. PLASTIC: Continues Talks About Deferring Principal Payment
U.S. Plastic Lumber Corp. (Nasdaq:USPL), announced that it has
no explanation for Monday's large drop in its stock price other
than uncertainty related to a news release issued by Dow Jones
referencing portions of the Company's October 12, 2001 8-K
filing with the Securities and Exchange Commission. The Dow
Jones release was issued without the Company's knowledge or

"The Company continues to make all of its interest payments to
the senior lenders and is negotiating the deferral of principal
payments until a sale of certain non-core assets that will
refinance the Company's debt structure," said John W. Poling,
CFO of USPL. "We have not been declared in default during this
period of negotiations, and our bank group continues to express
a strong interest in working with the Company to meet its
obligations until the refinancing is complete."

The Company continues to negotiate the sale of its non-core
assets and believes a closing can take place within a timeframe
that is suitable to our senior lenders. Such a sale, should it
occur, would substantially reduce the Company's debt and resolve
the liquidity issues that have plagued the Company since the
beginning of the year.

Additionally, USPL recently announced a reorganization of its
manufacturing footprint to reduce the number of plastic
manufacturing and processing facilities from 8 to 3. USPL
expects to realize an annual savings of approximately $5 million
in 2002. This latest consolidation completes the Company's plans
to reduce its fixed costs, yet maintain the same capacity to
meet the demands for its products in 2002 and beyond.

                          *   *   *

On October 4, 2001, the Company notified the participants in the
Master Credit Facility with GE Capital Corp. that it would be
suspending further principal payments on the Master Credit
Facility until the sale of certain assets or the refinancing of
the Senior Credit Facility. The Company also informed the
participants that it would not meet the minimum tangible net
worth covenant of the Master Credit Facility for the third
quarter of 2001 due to the aforementioned restructuring and
other non-recurring charges that it will record in the third
quarter of 2001.

The Company is currently in negotiations with both groups of
lenders to obtain the appropriate waivers and amendment
agreements for the deferral of principal payments and the
failure to meet financial covenants. However, its failure to
comply with the financial covenants and the deferral of
principal payments constitute defaults under the terms of the
Senior Credit Facility and Master Credit Facility, as amended.
Defaults under these lending agreements cause defaults, pursuant
to cross default provisions, of other agreements of the Company,
including but not limited to other lending agreements, debenture
agreements, lease agreements and others.

While the Company believes that it will be successful in
obtaining the necessary waivers and amendments from both lending
groups, the Company can give no assurance that it will be
successful. The failure to obtain these waivers and amendments
would have a material  adverse effect upon the Company's
liquidity and capital resources, and may impair its ability to
continue as a going concern.

VECTOUR INC: Files for Chapter 11 Protection in Delaware
The economic impact of the September 11th terrorist attacks has
forced VecTour Inc. and certain of its subsidiaries to file
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code in the District of Delaware.

VecTour Inc. is the largest privately owned ground
transportation company in the U.S. and is the third largest
overall with fifteen operations nationwide. VecTour's fiscal
2001 revenues were approximately $122 million.

To support its financing needs, VecTour expects to enter into a
$5 million debtor-in-possession (DIP) financing with its
existing bank group led by ING (US) Capital LLC. The Company
believes that the DIP financing, which is subject to Court
approval, will provide adequate working capital during the
period of its reorganization.

VecTour intends to use the protection afforded under Chapter 11
to emerge from the restructuring process with a plan of
reorganization that best preserves the value of and helps ensure
the long-term viability of its operating companies.

Four of VecTour's primary lines of business - airport
transportation, sightseeing tours, cruise line transportation,
and conventions & charters -  experienced immediate 25% to 50%
drops in revenue after September 11th. Recoveries have been
consistent but slow since then. Overhead cost reductions have
only partially offset the impact of the revenue losses.

Although the Company's management has actively pursued federal
and state financial assistance, it was apparent that any such
aid would not be available in time to avoid the Chapter 11

"VecTour's mission since the tragic events of September 11th has
been simple - to protect our businesses until the country and
the economy have had time to recover," indicated Joe Scott, the
Company's President and Chief Operating Officer. "The best way
to attain that goal is to obtain the immediate financing that
only a DIP facility can provide. This way, we can assure our
customers and our employees that our businesses will continue
uninterrupted. We see the filing as the clearest route to long-
term success."

VecTour, Inc. is headquartered in Blue Bell, Pennsylvania. The
Company is a leading nationwide provider of ground
transportation for sightseeing, tour, transit, specialized
transportation, entertainers on tour, airport transportation and
charter services.

VECTOUR INC: Case Summary & 20 Largest Unsecured Creditors
Lead Debtor: VecTour, Inc.
             610 Sentry Parkway
             Suite 200
             Blue Bell, PA 19422

Chapter 11 Petition Date: October 16, 2001

Court: District of Delaware

Bankruptcy Case No.: 01-10903

Judge: Erwin I. Katz

Debtor Affiliates Filing Separate Chapter 11

             Entity                                 Case No.
             ------                                 --------
             Golden Touch Transportation, Inc.      01-10904
             VIP Tours & Charters Sightseeing       01-10905
             Boardwalk Financial Services, Inc.     01-10906
             VecTour of Pennsylvania, Inc.          01-10907
             VecTour of Chicago, Inc.               01-10908
             Perkiomen Valley Bus Company           01-10909
             VecTour of California, Inc.            01-10910
             Protrav Services, Inc.                 01-10911
             United Limo, Inc.                      01-10912
             Tri State Coach Lines, Inc.            01-10913
             VecTour of Florida, Inc.               01-10914
             VecTour of Nevada, Inc.                01-10915
             VecTour of Tennessee, Inc.             01-10916
             Shoup Buses, Inc.                      01-10917
             VecTour of New York, Inc.              01-10918

Debtor's Counsel: David B. Stratton, Esq.
                  David M. Fournier, Esq.
                  Pepper Hamilton LLP
                  1201 Market Street, Suite 1600
                  Wilmington, Delaware 19801
                  (302) 777-65000

Estimated Assets: $1 million to $10 million

Total Debts: more than $100 million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Bridgstone/Firestone        Contract                 $232,056

Conway, Mackenzie &         Contract                 $231,605

Marsh USA, Inc.             Trade Debt               $225,697

Streicher Mobile Fueling,   Contract                 $178,060

Harbor Graphics             Trade Debt               $151,217

AT&T                        Trade Debt               $119,188

Valley Market               Trade Debt               $113,400

US Fleet Services, Inc.     Contract                 $112,393

Mayer Brown & Pratt         Contract                 $110,608

Port Authority of           Contract                 $101,983
New York & New Jersey

Nextel Communications       Trade Debt               $101,086

Yeager Fuel                 Trade Debt                $83,160

Morris Associates           Contract                  $79,529

Port of Miami               Trade Debt                $68,006

Kirkland & Ellie            Trade Debt                $62,550

Cummins Mid-State           Trade Debt                $61,495
Power Inc.

NYC Department of           Trade Debt                $59,985

Grand Ole Opry              Contract                  $56,962

Prevost Car Inc.            Contract                  $52,226

Blue Shield of CA           Contract                  $51,773

VLASIC FOODS: Campbell Moves to Allow Claims for Voting
Campbell Soup Company and its affiliates hold:

    (a) pre- and post-petition liquidated and fixed unsecured
        claims against Vlasic Foods International, Inc.
        aggregating $2,991,902;

    (b) claims against Vlasic for reimbursement arising from
        insurance policies maintained by Campbell Companies
        relating to workers' compensation for employees of the
        Debtors aggregating $2,972,230; and

    (c) additional contingent and unliquidated claims.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley
LLP, in Wilmington, Delaware, charts the amounts owed to each
Campbell company as set forth in the Proofs of Claim:

      Campbell Company                  Quantified Claim Amount
      ----------------                  -----------------------
    (1) Campbell Soup Company                   $4,797,878
    (2) Campbell Foodservice Company                99,772
    (3) Campbell Sales Company                     520,906
    (4) Campbell Soup Supply Company LLC            34,232
    (5) Joseph Campbell Company                    453,151
    (6) Pepperidge Farm, Incorporated               58,193
        TOTAL                                   $5,964,132

According to Ms. Fatell, no objection has been received to
allowance of the claims.  At the same time, Ms. Fatell notes
that the October 4, 1002 deadline for voting objections has
passed. But to date, Ms. Fatell informs Judge Walrath none of
the Campbell companies has received ballots that would permit it
to vote its claims.  

Instead, Ms. Fatell says, several Campbell companies have
received erroneous ballots.  The Campbell companies are
currently attempting to obtain appropriate Class 5 (General
Unsecured Claims) ballots through Debtors' counsel and
the voting agent, Ms. Fatell reports.

Out of an abundance of caution in view of the failure to receive
correct ballots, the Campbell companies ask the Court to allow
their claims for the purposes of plan voting in the respective
quantified claim amounts.

The Campbell companies further request that, if they have not
received the appropriate ballots in reasonably sufficient time
to enter their votes prior to the October 24, 2001 voting
deadline, the Court should enter an order deeming the Campbell
companies to have timely voted the quantified claim amounts as
temporarily allowed Class 5 Claims to reject the Plan.

Finally, in view of the apparent uncertainty that exists as to
the amount of the claims (as evidenced by the erroneous ballots
received to date), the Campbell companies ask Judge Walrath for
an order designating the quantified claim amount of each claim
as the amount thereof for which deposits should be made in the
Distribution Reserve if such claim is disputed or subject to
withheld distributions because of a disputed setoff, in each
case subject to (a) any further order of the Court allowing or
disallowing such claim in whole or in part, and (b) any further
order of the Court estimating such claim at a different amount.
(Vlasic Foods Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

WARNACO GROUP: Seeks Approval Of Second UPS Settlement Agreement
Authentic Fitness Corporation, one of the Warnaco Debtors, and
United Parcel Service, Inc., and UPS Worldwide Logistics are
parties to a written agreement dated August 1996 that calls for
the carriage of Authentic Fitness' goods between the United
States and Mexico.

Shalom L. Kohn, Esq., at Sidley Austin Brown & Wood, in New
York, New York, informs the Court that a truckload of Authentic
Fitness' plastic swimsuit mannequins was destroyed during the
carriage by UPS from South El Monte, California to Tlaxcala,
Mexico last June 1999.  This led Authentic Fitness to file a
complaint against UPS in the United States District Court,
Southern District of Texas, Houston Division, asserting a claim
for over $53,280 arising from the destruction of their Cargo.  

On the other hand, Mr. Kohn relates, UPS claimed their Agreement
(allegedly modified in February 1997) does not provide insurance
coverage for Authentic Fitness' goods during carriage in Mexico.
Thus, UPS washed its hands on any liability for Authentic
Fitness' destroyed Cargo.

In effort to recover its losses, Mr. Kohn says, Authentic
Fitness submitted a claim to its own insurer, ACE/Inamar, with
respect to the Destroyed Cargo last July 1999.   According to
Mr. Kohn, Authentic Fitness' deductible under the ACE/Inamar
insurance policy is $10,000.  As a result, Mr. Kohn notes,
Authentic Fitness recovered $40,400 from ACE/Inamar in
satisfaction of its Insurance Claim after adjustment for the

According to Mr. Kohn, if AFC was successful under the
Complaint, pursuant to ACE/Inamar's subrogation rights under the
insurance Policy, Authentic Fitness' actual maximum recovery
would be limited to the Deductible but only if judgment on the
Complaint was greater then $40,400.

The case is set for trial in Texas on November 5, 2001, Mr. Kohn
tells Judge Bohanon.  But the hearing may be cancelled for
Authentic Fitness has agreed to settle their Claim with UPS and
enter into a settlement agreement.

Pursuant to the Settlement Agreement, Mr. Kohn explains, UPS
will pay $17,600 to Authentic Fitness and Authentic Fitness will
release all liabilities arising from the Claim.  Thus, by this
motion, the Debtors seek an order:

    (a) approving the settlement between Authentic Fitness and
        UPS; and

    (b) authorizing entry into the Settlement Agreement.

The Debtors are confident that the terms of the Settlement
Agreement are fair and reasonable under these considerations:

(1) Probability Of Success In Litigation.

     Authentic Fitness estimates that its probability of success
     in litigation is at best 50% based on these considerations:

     (i) The No Insurance Coverage Clause.  If UPS successfully
         argued that the "No Insurance Coverage Clause"
         contained in the purported modified Agreement was
         enforceable, no recovery would be available to the

    (ii) The No Value Declared Argument.  The Mexican bill of
         lading of UPS' subcontractor referenced no declared
         value for the Destroyed Cargo, which UPS contends
         evidences Authentic Fitness' reliance exclusively on
         its own insurance (ACE/Inamar) for its losses.

   (iii) The Limitation in the Mexican Carrier's Bill of Lading.
         UPS argued that Authentic Fitness' recovery for the
         Destroyed Cargo is limited because it was subject to a
         Mexican Carriers' Bill of Lading.  If this argument
         were successful, the maximum recovery by Authentic
         Fitness would be approximately $4,118 (15 days Mexican
         minimum wage ($300) per metric ton of cargo carried).

    (iv) The Force Majeure Argument.  UPS argued that there was
         nothing negligent about their carriage of the Destroyed
         Cargo, and that it was an unavoidable accident caused
         by a sudden lane change of a vehicle in front of them.

     (v) Potential liability.  If Authentic Fitness was
         unsuccessful on the merits at trial, its recovery would
         be zero or a maximum $4,118 recovery under Mexican
         limitations of liability. In addition, Authentic
         Fitness would be required to pay for its legal fees and

(2) The Complexity of The Litigation Involved, And The Expense,
    Inconvenience And Delay Necessarily Attending It.

   Continuing the litigation against UPS would require extensive
   time away from work for Authentic Fitness' witnesses, as well
   as the incurrence of attorneys' fees and expenses.  Thus even
   a favorable trial result would impose costs and burdens
   disproportionate to the benefits in light of the settlement

(3) The Paramount Interests of Creditors.

   The settlement allows the Debtors to permanently resolve all
   disputes relating to the Claim.  Because Authentic Fitness'
   has recovered $40,400 in satisfaction of the Insurance Claim
   from ACE/Inamar, the only benefit to continuing the
   litigation to the Debtors, and their Creditors, is the
   possible recovery of up to the $10,000 deductible paid by AFC
   to ACE/Inamar, but only if Authentic Fitness obtains a
   judgment in excess of the $40,400 recovered from ACE/Inamar
   on the Insurance Claim.

With these odds, the Debtors have decided it is better for them
to take control of the outcome - thus the entry into the
Settlement Agreement. (Warnaco Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  

WEBVAN GROUP: DoveBid Hired to Auction All Assets Valued At $70M
DoveBid(R), Inc., the leader in Webcast industrial auctions,
valuation services, and other capital asset disposition services
for the Global 4000, announced it will conduct a Webcast auction
for the heralded online grocer, Webvan Group, Inc, who filed
Chapter 11 bankruptcy in July 2001. The auction will take place
October 30-31, 2001 at Webvan's headquarters in Foster City,

Webvan has contracted DoveBid to auction all of the assets in
its headquarters facility, originally valued at over $70 million
dollars. DoveBid anticipates the auction to be the largest dot-
com auction to date, with millions of dollars of assets for
sale, including brand new in-the-box equipment.

Assets include Sun(R) servers, Cisco(R) networking equipment,
Compaq(R) and Dell(R) servers, Herman-Miller(R) and Smed office
furniture, storage devices, PCs, notebooks, laptops,
conferencing equipment and telephone systems.

"DoveBid has already auctioned off the assets of hundreds of
dot-coms since the beginning of this year. In fact, DoveBid
conducted its first auction for Webvan last March, selling
surplus distribution center assets from Webvan's acquisition of," said Kirk Dove, President of Auction Services
at DoveBid. "This auction of Webvan will be the largest dot-com
auction of the year for buyers around the globe. It will feature
large amounts of servers, routers, and switches ideal for small
businesses, while also featuring laptops, computers, monitors,
and printers for the average consumer."

The auction will take place at Webvan's headquarters, 310
Lakeside Drive, Foster City, Calif. 94404, beginning at 10:00
a.m. (PT) Tuesday, October 30, 2001, and continuing through
Wednesday, October 31 (if necessary). Participants may attend
in-person or bid online. Assets may be previewed on October 29
from 9 a.m. to 4 p.m. PT at the same location as the sale.
Detailed preview information, asset catalog, and online bidding
instructions available at

DoveBid conducts a semi-monthly Dot-Com Exchange that includes
up to forty dot-coms. DoveBid has seen thousands of bidders
participate in these dot-com auctions, both on the auction floor
and through the Internet. At the August Dot-Com Exchange, over
250 bidders came to the San Jose location, while almost 1,500
logged on via the Internet. For more information or to view
DoveBid's auction calendar, please visit

DoveBid, Inc. is a leader in Webcast industrial auctions and
valuation services for Global 4000 businesses. DoveBid has
conducted over 5,000 of industry-specific auctions valued at
over $5 billion of assets. DoveBid's asset disposition services
include live Webcast auctions, featured online auctions and a
corporate marketplace.

DoveBid Valuation Services is one of the world's largest capital
asset appraisal companies, with the industry's largest valuation
database and real market data. DoveBid focuses on 19 categories
of capital assets and has more than 20 offices throughout North
America, Europe and the Asia-Pacific region. More information on
DoveBid can be found at or by contacting  
company headquarters in Foster City, California, at 800/665-1042
or 650/571-7400. DoveBid and the DoveBid logo are trademarks of
DoveBid, Inc.


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  

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 Go 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.

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