TCR_Public/011022.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, October 22, 2001, Vol. 5, No. 206

                           Headlines

360NETWORKS: Look for Schedules & Statements Around Feb. 10
AMF BOWLING: Seeks Approval of Proposed Plan Voting Procedures
ABRAXAS PETROLEUM: R. Johnson Takes Helm at Canadian Operations
AMERICAN CLASSIC: Files Chapter 11 Petition in Delaware
AMERICAN CLASSIC: Case Summary & 20 Largest Unsecured Creditors

AMERICAN ENERGY: Must Obtain New Financing to Secure Survival
AMERICAN FRONTEER: Files For Chapter 11 Protection in New York
AMERICAN FRONTEER: Case Summary & 20 Largest Unsecured Creditors
AMES DEPT: Panel Taps PricewaterhouseCoopers as Finance Advisor
ANACOMP INC: Files Pre-Packaged Chapter 11 in California

ARMSTRONG HOLDINGS: Litigation Removal Time Extended to Jan. 30
AUGMENT SYSTEMS: Reverse Stock Split Effective October 20 Okayed
BE INC: Bankruptcy Filing Likely if Stockholders Nix Sale Pact
BETHLEHEM STEEL: Weil Gotshal Serving as Bankruptcy Counsel
BETHLEHEM STEEL: Will Start Discussions with USWA this Week

BETHLEHEM STEEL: Continued NYSE Listing Status Under Review
BRIDGE INFORMATION: Moneyline Completes Telerate Acquisition
COVAD COMMS: Files Amended Plan & Amended Disclosure Statement
CROWN RESOURCES: Reaches Agreement on Secured Note Financing
CROWN RESOURCES: Solitario To Invest $1.0MM in Note Financing

DIMON INC: S&P Rates Planned $175MM Senior Notes at BB
EDISON INTERNATIONAL: SoCal Edison Defers Dividend Payments
ELIZABETH ARDEN: Expected Results Have S&P Affirming Low-B's
EXODUS COMMS: Court Allows Payment of Critical Vendor Claims
FEDDERS NORTH AMERICA: Low-B Ratings Stay on S&P Watch Negative

FEDERAL-MOGUL: Wants to Continue Use of Cash Management System
FRIEDE GOLDMAN: Taps Glass & Associates as Restructuring Advisor
GENESIS HEALTH: Merger with Multicare Effective on October 2
GENSYM: Secures $1.0MM Bridge Financing from Investors Group
GEOMAQUE: Advancing Talks with Lender on Loan Restructuring

GLOBAL TELESYSTEMS: KPNQwest Will Acquire Businesses For $580MM
INTEGRATED HEALTH: Gets Approval to Divest La Habra Facility
KOMAG INC: Posts Positive Q3 EBITDA Despite Decline in Revenues
LAIDLAW INC: Gets Approval to Implement Employee Retention Plans
MARINER POST-ACUTE: Engages AAA For Fresh-Start Valuation Work

MARINER POST-ACUTE: Court Okays Pharmacy Assets Bidding Protocol
NATIONAL STEEL: Shuts-Down Michigan Blast Furnace Operation
PACIFIC GAS: Seeks Approval to Sell Kern Generation Facility
PACIFIC GAS: U.S. Trustee Gripes About Questionable Fees
POLAROID CORP: Intercompany Claims Accorded Superpriority Status

POLAROID: NYSE Suspends Trading & Moves to Delist Securities
QUAKER COAL: AEP Buys Assets For $101MM After Plan Confirmation
SNV GROUP: Seeks Court Protection Under CCAA in British Columbia
SEMICONDUCTOR LASER: Files Chapter 11 Petition in N.D. New York
TELECOM COMMS: Capital Deficiency Raises Doubt About Survival

TRANSTECHNOLOGY: Needs to Complete Debt Refinancing in Q4
UNITED AIRLINES: Must Stem Losses or Go Out of Business in 2002
UNITED AIRLINES: Labor Unions Lash-Out at Goodwin's Warning
VERSATEL TELECOM: Tender Offer Has S&P Keeping Watch On Ratings

* BOND PRICING: For the week of October 22 - 26, 2001

                           *********

360NETWORKS: Look for Schedules & Statements Around Feb. 10
-----------------------------------------------------------
360networks inc. asks Judge Gropper to extend for an additional
90 days -- to February 10, 2001 -- the deadline by which the
Debtors must file their schedules of assets and liabilities,
list of equity security holders, schedules of executory
contracts and unexpired leases and statements of financial
affairs with the Bankruptcy Court in Manhattan.

According to Shelley C. Chapman, Esq., at Willkie Farr &
Gallagher, in New York, the conduct and operation of the
Debtors' worldwide businesses require the Debtors to maintain
voluminous books and records and a complex accounting system.

For this reason, Ms. Chapman says, the Debtors require
additional time to bring their books and records up to date and
collate the data needed for the preparation and filing of the
Schedules. (360 Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


AMF BOWLING: Seeks Approval of Proposed Plan Voting Procedures
--------------------------------------------------------------
AMF Bowling Worldwide, Inc. presents the Court with a motion
seeking an order:

A. approving the form and manner of the notice of the Disclosure
    Statement Hearing,

B. establishing, for voting purposes only, a record date for the
    holders of claims,

C. establishing notice and objection procedures for confirmation
    of the Plan,

D. approving the Solicitation Packages and procedures for
    distribution, and

E. approving the forms of ballots and establishing procedures
    for voting on the Plan.

H. Slayton Dabney, Jr., Esq., at McGuire Woods LLP, in Richmond,
    Virginia tells the Court that the Debtors have provided the
    parties with more than 25 days notice for filing objections
    to the Disclosure Statement and approximately 35 days notice
    of the Disclosure Statement Hearing. Mr. Dabney adds that the
    Debtors have served a copy of the Disclosure Statement and
    the Plan on the U.S. Trustee, the attorneys for the Pre-
    petition Agent and DIP Agent, the attorneys for the
    Creditors' Committee, the SEC, the IRS, the DOJ and the
    parties on the limited service list approved in these cases.
    The Debtors also will provide copies of the Disclosure
    Statement and Plan to any party in interest who specifically
    requests them in the manner specified. Further, Mr. Dabney
    assures the Court that copies of the Disclosure Statement and
    Plan will be kept on file with the Office of the Clerk of the
    Bankruptcy Court for review during normal business hours. The
    Debtors submit that the procedures provide adequate notice of
    the Disclosure Statement Hearing and request that the Court
    deem such notice adequate.

The Disclosure Statement Notice provided that objections or
responses to the Disclosure Statement must:

A. be in writing,

B. state the name and address of the objecting or responding
    party and the nature of the claim or interest of such party,

C. state with particularity the basis and nature of any
    objection or response and include proposed language to be
    inserted in the Disclosure Statement to resolve any such
    objection or response, and

D. be filed, together with proof of service, with the Court and
    served so that they are received on October 29, 2001, by:

       1. Clerk of the Court;
       2. attorneys for the Debtors;
       3. attorneys for the Pre-petition Agent;
       4. attorneys for the DIP Agent;
       5. attorneys for the Creditors' Committee; and
       6. U.S. Trustee.

Mr. Dabney contends that requiring that objections and responses
to the Disclosure Statement be filed and served no later than
such date and time will afford the Court and the Debtors
sufficient time to consider objections and responses before the
Disclosure Statement Hearing.

Mr. Dabney tells the Court that the Debtors are aware that
claims in these cases have been traded and may continue to be
traded. Accordingly, the Debtors propose that the record date in
their cases be the date on which an order approving this Motion
is entered for purposes of determining which creditors are
entitled to vote on the Plan.

The Debtors request that a hearing on confirmation of the Plan
be scheduled for January 9-10, 2002, which is over 60 days after
the anticipated date for the entry of an order approving the
Disclosure Statement. The Debtors propose that they be permitted
to continue the Confirmation Hearing from time to time as
appropriate without further notice except for adjournments
announced in open court. Mr. Dabney explains that the proposed
schedule is in compliance with the Bankruptcy Rules and will
enable the Debtors to pursue consummation of the Plan in
accordance with the statutory timetable.

The Debtors propose to provide to all creditors and equity
security holders simultaneously with the distribution of the
Solicitation Packages, a copy of the notice setting forth:

A. the Voting Deadline for the submission of ballots to accept
    or reject the Plan,

B. the time fixed for filing objections to confirmation of the
    Plan, and

C. the time, date, and place for the Confirmation Hearing.

In addition to mailing the Confirmation Hearing Notice, the
Debtors propose to publish the Confirmation Hearing Notice not
less than 25 days before he last date to object to confirmation
of the Plan in the national edition of The Wall Street Journal
and The Richmond Times Dispatch. The Debtors believe that
publication of the Confirmation Hearing Notice will provide
sufficient notice of the Voting Deadline, the time fixed for
filing objections to confirmation of the Plan, and the time,
date, and place of the Confirmation Hearing to persons who do
not otherwise receive notice by mail as provided for in the
order approving this Motion.

Mr. Dabney states that the Confirmation Hearing Notice provides
that objections to the confirmation of the Plan or proposed
modifications to the Plan must be submitted no later than on
December 21, 2001. Given the intervening holiday season, Mr.
Dabney submits the proposed timing for service of objections and
proposed modifications will afford the Court and the Debtors
sufficient time to consider the objections and proposed
modifications before the Confirmation Hearing. The Debtors
request that the Pre-petition Agent, the DIP Agent and
themselves be authorized to file replies to any such objections
no later than January 7, 2002.

After the Court has approved the Disclosure Statement as
containing adequate information, the Debtors propose to mail or
cause to be mailed solicitation packages no later than November
19, 2001, containing copies of:

A. the Order approving this Motion and the Disclosure Statement,
B. the Confirmation Hearing Notice, and
C. the approved form of the Disclosure Statement.

In addition, the Debtors propose to provide or cause to be
provided certain additional solicitation materials to be
included in the Solicitation Packages. Mr. Dabney specifies that
holders of claims in classes entitled to vote to accept or
reject the Plan will receive an appropriate form of Ballot and a
Ballot return envelope and a letter from the Pre-petition
Lenders recommending acceptance of the Plan. Mr. Dabney states
that the Solicitation Packages for holders of claims against or
interests in any Debtor placed within a class under the Plan
that is deemed to accept or reject the Plan will not include a
Ballot and instead, will include a Notice of Non-Voting Status.
To avoid duplication and reduce expenses, the Debtors propose
that creditors who have filed more than one claim against the
same Debtor entity in any given class should be required to
receive only one Solicitation Package and a Ballot for each
class entitled to vote in which they have asserted a claim. In
addition, the Debtors request that the Court determine that they
are not required to distribute copies of the Plan and Disclosure
Statement to any holder of an unimpaired claim, unless such
party makes a specific request in writing for the same.

The Debtors also propose that Solicitation Packages not be sent
to any creditor whose claim is based solely on the amount
scheduled by a Debtor if such claim already has been paid in the
full scheduled amount; provided, that if any such creditor would
be entitled to receive a Solicitation Package for any reason
other than by virtue of the fact that its claim had been
scheduled by the Debtors, such creditor will be sent a
Solicitation Package in accordance with the procedures set forth
above.

In addition, the Debtors request that they not be required to
send a Solicitation Package to any creditor who filed a proof
of claim if the amount asserted in such proof of claim is less
than or equal to the amount already scheduled for such claim and
such amount has already been paid.

Mr. Dabney informs the Court that approximately 800 bar date
notices were returned by the United States Postal Service as
undeliverable. Likewise, the Debtors anticipate that some
Disclosure Statement Notices may be returned by the Postal
Service as undeliverable. The Debtors believe that it would be
costly and wasteful to mail Solicitation Packages to the same
addresses to which undeliverable notices of the bar date or
Disclosure Statement Notices were mailed. Therefore, Mr. Dabney
relates that the Debtors seek the Court's approval for a
departure from the strict notice rule, excusing the Debtors from
mailing Solicitation Packages to those entities listed at such
insufficient addresses unless the Debtors are provided with
accurate information for such entities before the Solicitation
Date.

The Debtors propose to distribute to certain creditors one or
more Ballots and corresponding instructions, which have been
modified to address the particular aspects of these chapter 11
cases and to include certain additional information that the
Debtors believe to be relevant and appropriate for each such
class of claims or interests. Mr. Dabney says that the
appropriate Ballot forms will be distributed to certain holders
of claims in Classes 2, 3, 4, 5, 6, and 8, who are all are
entitled to vote to accept or reject the Plan. With respect to
the Ballots that will be sent to holders of claims in Class 6,
the Debtors request authority to send Ballots to the record
holders or other appropriate intermediary of the Senior
Subordinated Note Claims, including, without limitation,
brokers, banks, dealers, indenture trustees, or other agents or
nominees.

Mr. Dabney explains that each Master Ballot Agent would be
entitled to receive reasonably sufficient copies of Ballots to
distribute to the beneficial owners of the claims for whom such
Master Ballot Agent holds the Senior Subordinated Note Claims,
and the Debtors shall be responsible for each such Master Ballot
Agent's reasonable costs and expenses associated with the
distribution of copies of Ballots to the beneficial owners of
such claims and tabulation of the Ballots. Additionally, each
Master Ballot Agent would receive returned Ballots from the
beneficial owners, tabulate the results, and return such results
to BSI in a Master Ballot by the Voting Deadline. Mr. Dabney
informs the Court that certain claims in Class 1 are unimpaired
and are conclusively presumed to accept the Plan while Classes
7, 9, 10 and 11 will receive no property under the Plan and are
deemed to reject the Plan. The Debtors therefore propose that
Ballots not be sent to holders of claims in Classes 1, 7, 9, 10,
and 11.

The Debtors propose to send to holders of unimpaired claims in
Class 1, a notice of non-voting status, which identifies the
class designated as unimpaired and sets forth the manner in
which a copy of the Plan and Disclosure Statement may be
obtained. The Debtors also request that the Court determine that
they are not required to distribute copies of the Plan and
Disclosure Statement to any holder of an unimpaired claim,
unless such party makes a specific request in writing for the
same. Mr. Dabney adds that Classes 7, 9, 10 and 11, in addition
to the Solicitation Package, will be sent a Notice of Non-Voting
Status.

The Debtors anticipate commencing the solicitation period within
10 days after the entry of an order approving the Disclosure
Statement and propose that, in order to be counted as a vote to
accept or reject the Plan, each Ballot must be properly
executed, completed, and delivered to BSI on January 4, 2002,
which is over 45 days after the proposed commencement of the
solicitation period. Mr. Dabney contends that this solicitation
period should be a sufficient period within which creditors can
make an informed decision to accept or reject the Plan.

Solely for purposes of voting to accept or reject the Plan and
not for the purpose of the allowance of, or distribution on
account of, a claim, and without prejudice to the rights of the
Debtors in any other context, the Debtors propose that each
claim within a class of claims entitled to vote to accept or
reject the Plan be temporarily allowed in an amount equal to the
amount of such claim as set forth in a timely filed proof of
claim, or, if no proof of claim was filed, the amount of such
claim as set forth in the Schedules. The foregoing general
procedure will be subject to the following exceptions:

A. If a claim is deemed allowed in accordance with the Plan,
    such claim is allowed for voting purposes in the deemed
    allowed amount set forth in the Plan;

B. If a claim for which a proof of claim has been timely filed
    is marked as contingent or unliquidated the Debtors propose
    that such claim be temporarily allowed for voting purposes
    only, and not for purposes of allowance or distribution;

C. If a claim has been estimated or otherwise allowed for voting
    purposes by order of the Court, such claim is temporarily
    allowed in the amount so estimated or allowed by the Court
    for voting purposes only, and not for purposes of allowance
    or distribution;

D. If a claim is listed in the Schedules as contingent,
    unliquidated, or disputed, or scheduled in the amount of
    zero or undetermined, and a proof of claim was not:

     1. filed by the applicable bar date for the filing of proofs
        of claim established by the Court or

     2. deemed timely filed by an order of the Court prior to the
        Voting Deadline, unless the Debtors have consented in
        writing, the Debtors propose that such claim be
        disallowed for purposes of receiving notices regarding
        the Plan or voting on the Plan; and

E. If the Debtors have served an objection to a claim at least 5
    days before the Voting Deadline, the Debtors propose that
    such claim be temporarily disallowed for voting purposes
    only and not for purposes of allowance or distribution,
    except to the extent and in the manner as may be set forth
    in the objection.

The Debtors believe that the foregoing proposed procedures
provide for a fair and equitable voting process. If any creditor
seeks to challenge the allowance or disallowance of its claim
for voting purposes in accordance with the above procedures, Mr.
Dabney requests that the Court direct such creditor to serve on
the Debtors and file with the Court a motion for an order
temporarily allowing such claim in a different amount for
purposes of voting to accept or reject the Plan on or before the
10th day after the later of (i) service of the Confirmation
Hearing Notice and (ii) service of notice of an objection to
such claim. The Debtors further propose that as to any creditor
filing such a motion, such creditor's Ballot should not be
counted unless temporarily allowed by the Court for voting
purposes, after notice and a hearing.

Further, the Debtors request that:

A. if no votes to accept or reject the Plan are received with
    respect to a particular class, the Debtors request that such
    class be deemed to have voted to accept the Plan;

B. if a creditor casts more than one Ballot voting the same
    claim before the Voting Deadline, the last Ballot received
    before the Voting Deadline be deemed to reflect the voter's
    intent and thus to supersede any prior Ballots;

C. if a creditor submits a Ballot that is properly completed,
    executed, and timely returned to BSI, but does not indicate
    an acceptance or rejection of the Plan, or that indicates
    both an acceptance and rejection of the Plan, such creditor
    shall be deemed to have voted to accept the Plan; and

E. creditors must vote all of their claims within a particular
    class under the Plan, whether or not such claims are
    asserted against the same or multiple Debtors, either to
    accept or reject the Plan and may not split their votes, and
    thus a Ballot that partially rejects and partially accepts
    the Plan and allocates portions of the claim in such manner
    will not be counted.

The Debtors further propose that the following Ballots not be
counted or considered for any purpose in determining whether the
Plan has been accepted or rejected:

A. any Ballot received after the Voting Deadline unless the
    Debtors shall have granted in writing an extension of the
    Voting Deadline with respect to such Ballot;

B. any Ballot that is illegible or contains insufficient
    information to permit the identification of the claimant or
    interest holder;

C. any Ballot cast by a person or entity that does not hold a
    claim in a class that is entitled to vote to accept or
    reject the Plan;

D. any Ballot cast for a claim scheduled as unliquidated,
    contingent, or disputed for which no proof of claim was
    timely filed or deemed timely filed;

E. any unsigned Ballot; and

F. any Ballot transmitted to BSI by facsimile. (AMF Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


ABRAXAS PETROLEUM: R. Johnson Takes Helm at Canadian Operations
---------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) announced senior
management changes in its Canadian operations that reflect the
Company's acquisition of its now wholly owned subsidiary, Grey
Wolf Exploration Inc., located in Calgary, Canada.

"We're focusing our best people and talent on what we do best -
finding and producing oil and natural gas - and preparing for
our future growth. Promoting Vince Tkachyk and Bob Johnson will
more closely align exploration and operations to facilitate
Abraxas' goals for production and asset growth," said Abraxas'
Chairman and Chief Executive Officer Robert L.G. Watson.

Vince Tkachyk is promoted to Executive Vice President and Chief
Operating Officer of Grey Wolf. Tkachyk, who holds a Bachelor of
Science degree in Mechanical Engineering and a Professional
Engineer designation, joined Grey Wolf in 1997. His 30 years of
oil and gas experience in both the United States and Canada has
included employment with Amoco Canada Petroleum Company Ltd,
Union Oil Company of Canada, Dekalb Energy Company and Pennant
Petroleum Ltd. Tkachyk will report to Robert Watson.

Robert Johnson is named as Vice President, Exploration of Grey
Wolf. He will assume responsibility for the Company's
exploration and development operations in Canada. Mr. Johnson is
a professional geologist with forty years of experience in all
sectors of the western-Canadian sedimentary basin. He has held
positions with Mobil Oil, Dekalb Energy, Atcor Resources and New
Cache Petroleums Ltd., before beginning his association with
Grey Wolf/Abraxas following the Abraxas acquisition of New Cache
in January 1999.

Jim Wilson, Senior Vice President and CFO of Grey Wolf, has
resigned and will be leaving the Company to pursue other
interests.

Abraxas Petroleum Corporation is a San Antonio-based crude oil
and natural gas exploitation and production company that also
processes natural gas. The Company operates in Texas, Wyoming
and western Canada. Please visit http://www.abraxaspetroleum.com
for the most current and updated information. The web site is
updated daily to comply with the SEC Regulation FD (Fair
Disclosure).


AMERICAN CLASSIC: Files Chapter 11 Petition in Delaware
-------------------------------------------------------
American Classic Voyages Inc. (Nasdaq: AMCV), the largest U.S.-
flag cruise company, announced that it has filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in Wilmington, Del.

The company ceased operations for its Hawaii vessels, the ms
Patriot and the ss Independence, Saturday at the completion of
their current cruises. Four of the company's five Delta Queen
vessels, including the American Queen, the Mississippi Queen,
the Columbia Queen and the Cape May Light, also will cease
operations at the completion of each vessel's current cruise.
The Delta Queen steamboat, the company's National Historic
Landmark flagship, will continue to operate its scheduled future
voyages.

In addition, AMCV said it intends to work with Northrop Grumman
Corporation and the U.S. Maritime Administration with the goal
to maintain construction on the two 1,900-passenger Project
America ships, the largest cruise ships to be built in America
in nearly 50 years.

"The tragic events of September 11 dealt a devastating blow to
our business that has made it impossible to continue our full
operations," said Phil Calian, CEO of American Classic Voyages.
"We will continue to operate on a much reduced scale to focus on
our Mississippi River cruises, which have been the historic core
of our company."

In August, the company had reported increasing per diems and
occupancy on its Hawaii ships, profitable performance on its
Delta Queen vessels and that it had successfully reached an
agreement with Northrop Grumman on the continuation of
construction of the Project America cruise ships.

In the four weeks subsequent to the September 11 terrorist
attacks in New York and Washington D.C., the company said its
gross bookings declined 50%, its cancellations increased 30% and
it faced a weakened cash position with no prospects for
additional capital at this time.

"As a result of the September 11 attacks, the Chapter 11 filing
became the only alternative to us to preserve our present cash
supply, improve our balance sheet and minimize the impact, as
much as we are able, on affected passengers and other
stakeholders," Calian said.  "We are grateful to our customers
for their support and we are doing the best we can to assist
those affected by this decision."

The company has established a customer information hotline (800-
856-9904) and additional information is available on the
company's Web site at http://www.amcv.com  Individuals with
reservations on future American Classic cruises other than the
Delta Queen steamboat should contact their travel agent, their
travel insurance company or their credit card company for
information about obtaining a refund.


AMERICAN CLASSIC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: American Classic Voyages
         c/o The Prentice-Hall Corporation System, Inc.
         2711 Centerville Road
         Suite 400
         Wilmington, Delaware 19808

Type of Business: American Classic Voyages Co. is the world's
                   largest U.S.-flag cruise company and markets
                   four distinct products that cruise Hawaii,
                   along the coast of North and Central America
                   and on America's inland waterways. United
                   States Lines, American Hawaii Cruises, Delta
                   Queen Coastal Voyages and Delta Queen
                   Steamboat Company operate a total of seven
                   U.S.-crewed vessels with a combined 3,480
                   berths. Three more ships, with a total of
                   4,024 berths, are in production at U.S.
                   shipyards.

Chapter 11 Petition Date: October 19, 2001

Court: District of Delaware

Bankruptcy Case No.: 01-10954

Debtor's Counsel: Francis A. Monaco, Jr., Esq.
                   Joseph P. Bodnar, Esq.
                   Wolsh, Monzack and Monaco, P.A.
                   1201 N. Orange Street, Suite 400
                   Wilmington, DE 19801

                            -and-

                   David S. Heller, Esq.
                   Jose S. Athanas, Esq.
                   Timothy A, Barnes. Esq.
                   Latharn & Watkins
                   Suite 5800, Sears Tower
                   Chicago, IL 60606

Total Assets: $37,413,665

Total Debts: $452,829,987

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim     Claim Amount
------                        ---------------     ------------
Litton Ingalls Shipbuilding   Shipbuilding        $300,000,000
Richard Kendig
1001 Access Road
Pascagoula, M8 39581
Tel: 228-935-3408
Fax: 228-935-4742

Secretary of Transportation   Guarantor           $185,000,000
c/o Maritime Administrator
Jean McKeever
401 Seventh Steet, SW
Washington, DC 20590
Tel: 202-366-5737
Fax: 202-366-7901

The Bank of New York          Debt Trustee        $185,000,000
Mary LaGumina
101 Barclay St.
21st Floor West
New York, NY 10286
Tel: 212-815-5783
Fax: 212-815-5915

AMVC Capital Trust I                              $102,916,667
Mary LaGumina
Corporate Trust Administration
101 Barclay St.
21st Floor West
New York, NY 10286
Tel: 212-815-5783
Fax: 212-815-5915

Holland America Lines-                             $40,000,000
Westours Inc.
Dan Grauez, Vice President
and General Counsel
300 Elliott Avenue West
Seattle, WA 98119
Tel: 206-286-3490
Fax: 206-284-8332

Bank One Payment Services,    Credit Card          $23,226,142
LLC and Bank One Pros
Services Corporation
Mike Aweh
2400 Corporate Excahnge
Columbus, OH 43231
Tel: 631-843-6474
Fax: 631-843-6469

Secretary of Transportation   Guarantor            $20,000,000
c/o Maritime Administrator,
Department of Transportation
Jean McKeever
402 Seventh Street, CW
Washington, DC 20590
Tel: 202-366-5737
Fax: 202-366-7901

The Bank of New York          Debt Trustee         $20,000,000
Mary La Gumina
Corporate Trust
Administration
101 Barclay St., Floor 21
West
New York, MY 10287
Tel: 212-815-5783
Fax: 212-815-5915

American Airlines             Trade                 $9,131,725
Department 12787-1
PO Box 70536
Chicago, IL 60673
Tel: 918-254-3476
Fax: 918-254-3282

Secretary of Transportation   Guarantor             $5,000,000
c/o Maritime Administrator
Jean McKeever
400 Seventh Street, SW
Washington, DC 20590

Secretary of Transportation   Guarantor             $5,000,000
c/o Maritime Administrator
Jean McKeever
400 Seventh Street, SW
Washington, DC 20590

Secretary of Transportation   Guarantor             $5,000,000
c/o Maritime Administrator
Jean McKeever
400 Seventh Street, SW
Washington, DC 20590

The Bank of New York          Debt Trustee          $5,000,000
Mary La Gumina
Corporate Trust
Administration
101 Barclay Street
Floor 21 West
New York, NY 10286

The Bank of New York          Debt Trustee          $5,000,000
Mary La Gumina
Corporate Trust
Administration
101 Barclay Street
Floor 21 West
New York, NY 10286

The Bank of New York          Debt Trustee          $5,000,000
Mary La Gumina
Corporate Trust
Administration
101 Barclay Street
Floor 21 West
New York, NY 10286

Atlantic Marine, Inc.         Shipyard              $5,000,000
Edward P. Doherty
8500 Hechasacher Drive
Jacksonville
FL 32226
Tel: 904-251-1510
Fax: 904-251-1798

American Express Travel       Credit Card           $4,662,506
Related Services Company,
Inc.
Claire Lockley
General Counsel's Office
200 Vesey
St. Sew York, NY 10285-4900
Tel: 917-639-7979
Fax: 917-639-7405

Discover Business Services    Credit Card           $4,167,607
2500 Lake Cook Rd.
2 West, Riverwood
IL 60015
Tel: 800-347-7075

Secretary of Transportation   Guarantor             $1,500,000
c/o Maritime Administrator
Jean McKeever
400 Seventh Street, SW
Washington, DC 20590

The Bank of New York          Debt Trustee          $1,500,000
Mary La Gumina
Corporate Trust
Administration
101 Barclay Street
Floor 21 West
New York, NY 10286


AMERICAN ENERGY: Must Obtain New Financing to Secure Survival
-------------------------------------------------------------
The consolidated financial statements of The American Energy
Group, Ltd. and Subsidiaries as of June 30, 2001 and 2000 and
the related consolidated statements of operations, stockholders'
equity and cash flows for the years ended June 30, 2001, 2000
and 1999, have been prepared assuming the Companies will
continue as going concerns, say the Companies auditors.

The Companies have experienced recurring losses and negative
cash flows from operations which raise substantial doubt about
the Companies' ability to continue as going concerns.

The recovery of assets and continuation of future operations are
dependent upon the Companies' ability to obtain additional debt
or equity financing, and their ability to generate revenues
sufficient to continue pursuing their business purpose.

Management is actively pursuing additional equity and debt
financing sources to finance future operations and anticipates a
significant increase in production and revenues from oil and gas
production during the coming year.


AMERICAN FRONTEER: Files For Chapter 11 Protection in New York
--------------------------------------------------------------
EVision USA.com Inc.'s American Fronteer Financial Corp. unit
has filed for chapter 11 bankruptcy protection, according to a
filing Wednesday with the Securities and Exchange Commission,
reported Dow Jones.

EVision cited the weak economy for the filing and also said it
is uncertain whether it will collect money owed by investment
bank Auerbach Pollak & Richardson, which purchased American
Fronteer's retail brokerage business in December.

American Fronteer filed its petition in the U.S. Bankruptcy
Court for the Southern District of New York. Denver-based
EVision is a holding company with stakes in several Internet
companies. (ABI World, October 18, 2001)


AMERICAN FRONTEER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: American Fronteer Financial Corp.
         1888 Sherman Street
         Suite 500
         Denver, CO 80203
         aka Fronteer Financial

Type of Business:

Chapter 11 Petition Date: October 17, 2001

Court: Southern District of New York

Bankruptcy Case No.: 01-42598-alg

Judge: Allan L. Gropper

Debtor's Counsel: Jeffrey M. Busch, Esq.
                   3828 Kennett Pike
                   Suite 206
                   Greenville, DE 19807
                   (302) 655-1280

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Sprint                      Trade Debt              $680,504
PO Box 930331
Atlanta, GA 31193-0331
Finance Department
1520 E. Rochelle Boulevard
Irving, TX 75039
877-284-1252

Perkins, Coie LP            Trade Debt              $118,220

Crocker Realty Trust        Trade Debt              $60,319

Birge & Minckley            Trade Debt              $48,004

Qwest                       Trade Debt              $44,845

Equity Office Prop          Trade Debt              $30,216

Equity Office Prop          Trade Debt              $34,849

Petrie, Bauer, Vriesman     Trade Debt              $26,970

Dow Jones & Co.             Trade Debt              $24,239

Options Price Reporting     Trade Debt              $24,239

NASD Dispute Resolution     Trade Debt              $21,837

Montgomery Building, Inc.   Trade Debt              $15,831

PGI Print Management        Trade Debt              $11,448

Property Georgia            Trade Debt              $10,091

Southwestern Bell           Trade Debt               $8,831

Standard Parking            Trade Debt               $8,255

Davis & Ceriani, PC         Trade Debt               $7,631

Susquehanna Brokerage       Trade Debt              $7,400
Service

City and County of Denver   Property Tax            $7,313

RGC Construction            Trade Debt              $6,775

Federal Express             Trade Debt              $5,436


AMES DEPT: Panel Taps PricewaterhouseCoopers as Finance Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Ames Department
Stores, Inc. asks the Bankruptcy Court for authority to retain
PriceWaterhouseCoopers LLP as its financial advisor effective
September 5, 2001.

Art Tuttle, Executive Director of Retail Financial Services of
American Greetings Service Corp., Co-Chairperson of the
Committee, tells the Court that the Committee has selected PWC
as its advisors because of the firm's extensive experience in
and knowledge of business reorganizations under Chapter 11 of
the Bankruptcy Code. Mr. Tuttle believes that PWC is qualified
to represent it in these Cases in a most cost-effective,
efficient and timely manner.

To the best the Committee's knowledge, Mr. Tuttle submits that
PWC does not have any connection with the Debtors, their
creditors or any other party in interest. Mr. Tuttle is
satisfied that PWC represents no adverse interest to the
Committee which would preclude it from acting as advisors to the
Committee in matters upon which it is to be engaged and that its
employment will be in the best interest of the estates.

Subject to the Court's approval, the professional services that
PWC will render to the Committee include:

A. The review of all financial information and related
    disclosures required by the Court that are prepared by the
    Debtors or their accountants or other financial advisors, as
    requested by the Committee, including, but not limited to:

       1. the Schedule of Assets and Liabilities,
       2. the Statement of Financial Affairs, and
       3. Monthly Operating Reports.

B. The review of all financial information distributed by the
    Debtors to creditors and others, as requested by the
    Committee, including, but not limited to:

       1. cash flow projections and budgets,
       2. cash receipts and disbursement analyses, and
       3. analyses of various asset and liability accounts.

C. Monitoring and review of the Debtors' short-term cash
    management procedures.

D. Attendance at meetings, as requested, with the Committee, the
    Debtors, creditors, banks and other secured lenders,
    potential investors, and other parties in interest, their
    attorneys and financial advisors, and federal, state and
    local tax authorities, if required.

E. Such assistance, as requested by the Committee, in these
    cases with respect to, among other things:

       1. review and/or preparation of information and analyses
          concerning any plan of reorganization suggested or
          proposed with respect to the Debtors;

       2. review and analyze information concerning debtor-in-
          possession financing, including, but not limited to,
          preparation for DIP hearings;

       3. review of proposed transactions for which Court
          approval is sought;

       4. review of any business plans prepared by the Debtors;

       5. review of the Debtors' books and records for evaluation
          and analysis of related party transactions, potential
          preferences and fraudulent conveyances;

       6. review of the Debtors' present level of operations and
          identification of areas of potential cost savings,
          including, overhead and operating expense reductions
          and efficiency improvements;

       7. preparation of a going concern sale and liquidation
          value analysis of any and all portions of the Debtors'
          estates;

       8. review of any key employee retention and other critical
          employee benefit programs;

       9. review of the Debtors' performance of cost/benefit
          evaluations with respect to the assumption or rejection
          of various executory contracts and leases;

      10. any investigation that may be undertaken with respect
          to the pre-petition acts, conduct, property,
          liabilities and financial condition of the Debtors,
          including the operation of their businesses;

      12. litigation advisory services with respect to accounting
          and tax matters, along with expert witness testimony on
          case related issues; and

      13. such other services as the Committee or its counsel and
          PWC may mutually deem necessary.

Dominic DiNapoli, a Partner of PWC, states that the Firm intends
to work closely with the Committee and any professional(s) the
Committee may retain in these Cases to ensure that there is no
unnecessary duplication of services performed or charged to the
Debtors' estates.

Subject to this Court's approval, PWC will calculate its fees
for professional services based on its customary hourly billing
rates, which in the normal course of business are subject to
periodic revision. The current range of hourly rates charged by
PWC is:

       Partners                              $490-595
       Managers/Directors                    $325-480
       Associates/Senior Associates          $150-325
       Administration/Paraprofessionals      $ 75-140

Mr. DiNapioli submits that PWC intends to apply to the Court for
allowance of compensation and reimbursement of expenses in
accordance with applicable provisions of the Bankruptcy Code,
the applicable Federal Rules of Bankruptcy Procedure and rules
and orders of the Court, guidelines established by the Office of
the United States Trustee, and such other procedures as may be
fixed by order of the Court.

The Committee and PWC have agreed, subject to the Court's
approval of this Application, that:

A. any controversy or claim with respect to, in connection with,
    arising out of, or in any way related to this Application or
    the services provided by PWC to the Committee as outlined in
    this Application shall be brought to the Bankruptcy Court or
    the District Court for the Southern District of New York if
    such District Court withdraws the reference;

B. PWC and the Committee consent to the jurisdiction and venue
    of such court as the sole and exclusive forum (unless such
    court does not have or retain jurisdiction over such claims
    or controversies) for the resolution of such claims, causes
    of actions or lawsuits;

C. PWC and the Committee waive trial by jury;

D. if the Bankruptcy Court, or the District Court if the
    reference is withdrawn, does not have or retain jurisdiction
    over the foregoing claims and controversies, PWC and the
    Committee will submit first to non-binding mediation; and,
    if mediation is not successful, then to binding arbitration,
    in accordance with the dispute resolution procedures; and

E. judgment on any arbitration award may be entered in any court
    having proper jurisdiction.

Mr. DiNapioli tells the Court that commencing September 5, 2001,
PWC undertook extensive work on behalf of the Committee on e
number of time-sensitive issues, including review and analysis
of the Debtors' DIP facility and related projections, the
Debtors operations, liquidity, proposed employee retention plan,
uses of cash collaterals and other filings. (AMES Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


ANACOMP INC: Files Pre-Packaged Chapter 11 in California
--------------------------------------------------------
Anacomp, Inc. (OTC Bulletin Board: ANCO) announced that the
Company has filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code, together with a
prepackaged plan of reorganization.

The Company filed its Chapter 11 petition in the U.S. Bankruptcy
Court in the Southern District of California.

Because its voting noteholders and senior lending group have
unanimously voted to accept the plan, Anacomp expects to emerge
from Chapter 11 proceedings promptly as a much stronger,
healthier company.

"[Fri]day's filing not only will provide the greatest recovery
for our creditors, but also the most efficient and effective
means to restructure our debt and create an appropriate capital
structure that will allow the Company to optimize its business
opportunities," said Phil Smoot, President and Chief Executive
Officer of Anacomp.  "The restructuring process should have no
impact on Anacomp's ability to fulfill obligations to our
employees, customers or business partners.  Daily operations
should continue without interruption, with suppliers being paid
for goods furnished and services rendered during and after the
filing."

As previously announced, Anacomp has received final credit
approval on a new term sheet with its existing senior lending
group, led by Fleet National Bank.  The new revolving credit
facility will be available upon confirmation of the
restructuring plan by the bankruptcy court to fund post-petition
operating expenses and supplier and employee obligations.

Anacomp is seeking Chapter 11 protection due primarily to
evolving changes in its operations that have resulted in payment
defaults on its 10 7/8% Senior Subordinated Notes due 2004.  The
Company has improved its performance and cash flow significantly
during the past year by streamlining operations, selling non-
core businesses and reducing overhead costs.  It has also
enhanced service offerings in both its Document Solutions and
Technical Services business units.

Under the plan, the Notes and existing Anacomp Common Stock
would be canceled, and new common stock issued.  New Class A
Common Stock would be distributed to the holders of the Notes,
as well as reserved for issuance as incentive compensation to
Anacomp personnel.  New Class B Common Stock would be
distributed to holders of existing Anacomp Common Stock and
would be subject to additional dilution, as provided in the
plan.

For each share of existing Common Stock held immediately prior
to the effective date of the plan, common stockholders would
receive .0002769 shares of new Class B Common Stock.  In
addition, for each share of new Class B Common Stock held
immediately following the effective date, common stockholders
would receive 194.12 warrants.  Each warrant would be
exercisable for a period of five years for the purchase of one
share of the new Class B Common Stock at an exercise price of
$61.54 per share.

Upon consummation of the plan, holders of Class A Common Stock
would own 99.9% of Anacomp's equity and those holding Class B
Common Stock would own 0.1%.

"In contrast to many other Chapter 11 filings, ours is not
related to problems with day-to-day operations of the Company,"
added Smoot.  "Although our performance and cash flow are not
yet where we'd like them, our overall operating results continue
to improve.  Our restructuring plan is simply about converting
debt into equity."

Anacomp, Inc. is a leading provider of document-management and
technical services.  With global operations backed by more than
30 years of outsourcing experience, Anacomp offers premium
services for virtually any business application.  Anacomp
comprises two business units: Document Solutions (document-
management outsource services) and Technical Services (multi-
vendor equipment maintenance services, systems and supplies).
For more information, visit Anacomp's web site at
http://www.anacomp.com


ARMSTRONG HOLDINGS: Litigation Removal Time Extended to Jan. 30
---------------------------------------------------------------
Armstrong World Industries, Inc., joined by Nitram Liquidators,
Inc. and Desseaux Corporation of North America, the Debtors in
these cases, ask Judge Farnan to again extend the time periods
during which the Debtors may remove litigation and contested
administrative matters to federal jurisdictions.

The Debtors arc parties to numerous judicial and administrative
proceedings currently pending in various courts or
administrative agencies throughout the country and involving a
wide variety of claims. Due to the number of proceedings
involved and the wide variety of claims these proceedings
present, the Debtors require additional time to determine which,
if any, of the proceedings should be removed and, if
appropriate, transferred to this district. Accordingly, the
Debtors seek entry of an order extending the removal period by
an additional 120 days.

Specifically, the Debtors propose that the time by which they
may file notices of removal with respect to any actions pending
on the Commencement Date be extended through and including the
later of (a) January 30, 2002, or (b) 30 days after the entry of
an order terminating the automatic stay with respect to any
particular action sought to be removed.

The Debtors argue that the requested extension of time will
afford the Debtors additional time to assess whether the
proceedings can and should be removed, thereby protecting the
Debtors' valuable right to economically adjudicate lawsuits if
the circumstances. warrant removal. Accordingly, the Debtors
submit that the requested extension of time is in the best
interests of their estates and creditors.

The requested extension of time will not prejudice the Debtors'
adversaries because such adversaries may not prosecute the
proceedings absent relief from the automatic stay. Furthermore,
nothing herein will prejudice any party to a proceeding that the
Debtors seek to remove from pursuing remand. Accordingly, the
Debtors suggest to Judge Farnan that the requested extension of
time will not prejudice the rights of other parties to the
proceedings.

                     The Dire Consequences

Unless such extension is granted, the consolidation of the
Debtors' affairs into one court may be frustrated and the
Debtors may be forced to address these claims and proceedings in
piecemeal fashion to the detriment of their creditors.
Extensions of the removal period are routine in large chapter 11
cases

                      Judge Farnan Agrees

Acting promptly on this request, Judge Farnan orders that the
time period during which the Debtors may remove litigative
matters is extended to the later of (1) January 30, 2002, or (2)
30 days after entry of an Order terminating the stay with
respect to the particular action for which removal is sought.
(Armstrong Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AUGMENT SYSTEMS: Reverse Stock Split Effective October 20 Okayed
----------------------------------------------------------------
Effective August 31, 2001, Augment Systems, Inc. entered into a
Stock Purchase Agreement with Lancer Offshore, Inc., a Curacao,
Netherlands Antilles corporation. Under the Agreement, Lancer
Offshore purchased 2,000,000 shares of the Company's Series A
Preferred Stock, par value $.01 for the sum of $400,000.00.

The Preferred Shares are convertible into an aggregate of
40,000,000 shares of the Company's common stock as adjusted on a
post reverse split basis as further explained below.

Upon conversion of the Preferred Shares and effectiveness of the
reverse stock split, Lancer Offshore will own approximately 97%
of the Company's issued and outstanding shares of common stock.

In addition, under the Agreement the Company issued warrants to
Alpha Omega Group, Inc. to purchase 10,000,000 shares of the
Company's common stock exercisable at $.01 per share until
November 30, 2001; warrants to purchase 20,000,000 of the
Company's common stock exercisable at $.05 per share until
August 31, 2004; and warrants to purchase 20,000,000 of
the Company's common stock exercisable at $.10 per share until
August 31, 2006.

On September 21, 2001, the Board of Directors and a majority of
the shareholders of the Company agreed by unanimous consent to
change the name of the Company to "AUG Corp." and effectuate a
100:1 reversed stock split of the Company's currently issued and
outstanding shares of common stock.

In accordance with Delaware General Corporate Law and the
Securities Exchange Act, the Company intends to mail an
information statement to its shareholders of record at September
24, 2001. The information statement will provide information
regarding the name change and reverse the stock split.

The name change and reversed stock split was to become effective
on or about October 20, 2001. Upon effectiveness of the reverse
stock split, there will be issued and outstanding approximately
41,300,978 shares of the Company's common stock.


BE INC: Bankruptcy Filing Likely if Stockholders Nix Sale Pact
--------------------------------------------------------------
Be Incorporated (Nasdaq: BEOS) announced it will host an
investor conference call on Thursday, October 25, 2001 at 11:00
am PST (2:00pm EST) to discuss matters related to the Special
Meeting of Stockholders scheduled for November 12, 2001.

As previously announced on October 9, 2001, Be's stockholders
are being asked to vote on (1) the proposed sale of
substantially all of Be's intellectual property and other
technology assets to ECA Subsidiary Acquisition Company, a
wholly owned subsidiary of Palm, Inc., and (2) the subsequent
plan of dissolution for Be.

Be's management and board of directors urge Be's stockholders to
vote FOR each of the proposals as soon as possible. Both
proposals need to be approved by a majority of the outstanding
shares of common stock. Stockholders who fail to return their
proxy cards or fail to vote via phone or the internet will have
the same effect as voting AGAINST the asset sale and the
dissolution. If either the asset sale or the dissolution is not
approved, it is likely that Be will file for, or will be forced
to resort to, bankruptcy protection.

The prospectus/proxy statement was mailed on or about October
10, 2001 to Be stockholders of record on October 4, 2001.

It is also anticipated Be Incorporated's third quarter results
will be announced on the day of the conference call. The
conference call can be accessed by dialing 1.888.423.3280 ten
minutes prior to the call and asking for the Be Incorporated
conference call. International participants may dial +1
612.288.0340.


BETHLEHEM STEEL: Weil Gotshal Serving as Bankruptcy Counsel
-----------------------------------------------------------
Bethlehem Steel Corporation asks Judge Lifland for permission to
employ Weil, Gotshal & Manges LLP as their attorneys in
connection with the commencement and prosecution of their
chapter 11 cases.

Leonard M. Anthony, Bethlehem's Senior Vice President, Chief
Financial Officer and Treasurer, explains that the Debtors
selected Weil Gotshal as their attorneys because of the firm's
knowledge of the Debtors' business and financial affairs, as
well as its extensive general experience and knowledge debtors'
protections and creditors' rights and business reorganizations
under chapter 11 of the Bankruptcy Code.

Mr. Anthony tells the Court that Weil Gotshal has been actively
involved in major chapter 11 cases, including the representation
of the debtor(s) in Armstrong Worldwide Industries, Sunbeam
Corporation, Ames Department Stores, Inc., Genesis Health
Services Corp., Carmike Cinemas, Inc., DIMAC Holdings, Inc., Sun
Healthcare Group, Inc., Bruno's, Inc., United Companies
Financial Corporation, Consolidated Hydro, Inc., Olympia & York
Development Limited, Texaco, Inc., Edison Brothers Stores, Inc.
(I) and (II), G. Heileman Brewing Company, Inc., R.H. Macy &
Co., Inc., Weiner's Stores, Best Products Co., Inc. (I) and
(II), P.A. Bergner & Co. Holding Company, Grand Union
Corporation and The Drexel Burnham Lambert Group, Inc., among
others.

According to Mr. Anthony, if the Debtors were to retain law firm
other than Weil Gotshal, the Debtors, their estates, and all
parties-in-interest would be unduly prejudiced by the time and
expense needed to familiarize the attorneys to the intricacies
of the Debtors and their business operations.

Specifically, the Debtors will look to Weil Gotshal to:

   (a) take all necessary action to protect and preserve the
       estates of the Debtors, including the prosecution of
       actions on the Debtors' behalf, the defense of any actions
       commenced against the Debtors, the negotiation of disputes
       in which the Debtors are involved, and the preparation of
       objections to claims filed against the Debtors' estates;

   (b) prepare on behalf of the Debtors, as debtors in
       possession, all necessary motions, applications, answers,
       orders, reports, and other papers in connection
       with the administration of the Debtors' estates;

   (c) negotiate and prepare on behalf of the Debtors a plan of
       reorganization and all related documents; and

   (d) perform all other necessary legal services in connection
       with the prosecution of these chapter 11 cases.

Jeffrey L. Tanenbaum, Esq., a Weil Gotshal member, tells Judge
Lifland that the Debtors agree to pay Weil Gotshal's customary
hourly rates:

         $375 to $700 for members and counsel,
         $165 to $440 for associates, and
         $ 50 to $155 for paraprofessionals.

Weil Gotshal also intends to charge the Debtors for its out-of-
pocket expenses incurred in connection with their services,
including facsimiles, toll calls, overtime, overtime meals,
computerized research, deliveries, court costs, transcript fees,
travel, clerk fees, and other expenses.

The Debtors disclose that Weil received a $1,200,000 retainer
for services to be performed in the prosecution of these chapter
11 cases.

Mr. Tanenbaum assures Judge Lifland that Weil Gotshal and
Cravath Swaine & Moore (to be retained as Special Corporate
Counsel) will carefully coordinate their efforts and clearly
delineate their respective duties so as to prevent needless
duplication of effort.  Rather than resulting in any extra
expense to the Debtors' estates, Mr. Tanenbaum says, it is
anticipated that the efficient coordination of efforts of the
Debtors' attorneys will greatly add to the progress and
effective administration of these chapter 11 cases.

Mr. Tanenbaum assures the Court that Weil Gotshal is a
"disinterested person," as that term is defined in section
101(14) of the Bankruptcy Code and does not represent any party-
in-interest other than the Debtors in these chapter 11 cases.

Although Weil Gotshal has in the past represented, currently
represents, and may in the future represent entities that are
claimants or interest holders of the Debtors, Mr. Tanenbaum
emphasizes that these representations are only in matters
unrelated to the Debtors' pending chapter 11 cases.

Because Weil Gotshal employs 800 attorneys, Mr. Tanenbaum
relates that he sought to identify the firm's connections with
the various parties-in-interest in these cases.  After a
thorough review, Mr. Tanenbaum says, the firm was able to
determine that Weil Gotshal does not hold or represent an
interest that is adverse to the Debtors' estates. (Bethlehem
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


BETHLEHEM STEEL: Will Start Discussions with USWA this Week
-----------------------------------------------------------
Representatives of the United Steelworkers of America (USWA) and
Bethlehem Steel (NYSE: BS) met Wednesday and announced that
discussions will commence this week aimed at addressing the
issues that have sent Bethlehem and 24 other American steel
producers into bankruptcy and have driven more than 27,000
steelworkers out of their jobs.

USWA International President Leo W. Gerard said, "With thousands
of our members livelihoods and tens of thousands of retirees'
benefits at risk, we're committed to working constructively to
address Bethlehem's concerns.  And we're confident that the
company will cooperate as well in protecting our members' and
retirees' need for security in a global steel market that is
punishing them as a result of unfair trading practices."

Bethlehem, the nation's second largest integrated steel
producer, employs 13,000 workers and provides benefits to about
130,000 individuals.  It is the only remaining American steel
company capable of producing the armor plate that protects the
nation's warships, battle tanks and fighting vehicles.


BETHLEHEM STEEL: Continued NYSE Listing Status Under Review
-----------------------------------------------------------
The New York Stock Exchange announced that it is reviewing the
continued listing status of the common stock of Bethlehem Steel
Corporation --ticker symbol BS-- as well as the $5 cumulative
convertible preferred stock - ticker symbol BSPr -- the $2.50
cumulative convertible preferred stock -- ticker symbol BSPrB --
and the 8.45% debentures due March 1, 2005 -- ticker symbol
BS05.

The NYSE did not open trading in any of these securities on
Monday, October 15, 2001 due to NYSE's review of the Company's
announcement that it had filed a voluntary petition under
Chapter 11 of the Federal Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York.

The NYSE's continued listing standards require total market
capitalization of not less than $50 million over a 30 trading
day period and stockholders' equity of not less than $50
million, in addition to total market capitalization of not less
than $15 million over a 30 trading day period.

The NYSE's continued listing standards also require a minimum
share price of $1 over a 30 trading day period. The Company is
currently in compliance with all of these continued listing
requirements. Accordingly, the NYSE will resume trading on
Tuesday, October 16, 2001 and continue to monitor events at the
Company.

The NYSE noted that it may, at any time, suspend a security if
it believes continued dealings in the security on the NYSE are
not advisable.


BRIDGE INFORMATION: Moneyline Completes Telerate Acquisition
------------------------------------------------------------
Moneyline Network, Inc. announced the completion  of the
previously announced acquisition of the global business of
Telerate, Inc., of Bridge Information Systems, Inc.'s
information businesses in Europe and Asia and, globally, of the
Bridge Trading Room System (BTRS).

Reflecting completion of the Bridge transaction, and the
strategic significance of the transaction to the combined
enterprise, Moneyline also announced that the Company has
changed its name to Moneyline Telerate, effective immediately.

"The Telerate transaction, and the strategic relationships with
BrokerTec Global LLC and TradeWeb LLC that we are announcing
today, make this a defining moment in the history of our
company," said Jon Robson, President and CEO of Moneyline
Telerate. "The new Moneyline Telerate is committed to building
value for our customers. We have a powerful combination of
hosted Internet-based transactional services, real-time and
historical content, and applications and strategic relationships
that will give our customers the tools and the information they
want and need to work better and faster. We also have what I
strongly believe is a unique opportunity to build the preferred
distribution network for the fixed-income and capital markets."

In separate announcements Thursday, Moneyline Telerate announced
an exclusive content distribution agreement with BrokerTec
Global LLC, a leading wholly electronic inter-dealer broker, and
an exclusive enterprise licensee agreement with TradeWeb LLC,
the leader in on-line fixed-income markets. Under the BrokerTec
agreement, Moneyline Telerate customers will have access to the
leading benchmark global fixed-income pricing data. Under the
TradeWeb agreement, Moneyline Telerate customers will have
access to TradeWeb's Treasury and agency data. They will also
have access to TradeWeb data for TBA agency mortgage-backed
securities and euro-sovereign debt securities.

Moneyline Telerate is a leading global provider of aggregation,
distribution and transaction services to suppliers and users of
capital markets content and liquidity. With the world's premier
benchmark fixed-income content, web-based distribution platform
and transaction systems, Moneyline Telerate provides financial
services firms with cost-effective, flexible methods for using
content to drive investment decisions and order flow across new
and existing electronic channels.

The firm, established in 1998, is headquartered in New York
City. One Equity Partners, the New York-based private equity arm
of Bank One Corporation, sponsored the transaction. One Equity
Partners has $3 billion under management and is headed by Dick
Cashin, who was previously President of Citicorp Venture
Capital. Other investors include Accel Partners, and QUICK Corp.
For further information about Moneyline Telerate, please visit
http://www.moneyline.com


COVAD COMMS: Files Amended Plan & Amended Disclosure Statement
--------------------------------------------------------------
Covad Communications Group, Inc. delivered an Amended Plan of
Reorganization and an Amended Disclosure Statement in support of
that plan to the U.S. Bankruptcy Court in Wilmington.

The Amended Plan reduces the number of classes of claims from 10
to 9 by deleting Class 5 Contingent Indemnity Claims.

The Amended Plan now provides that, in the event of a
subsequent, post-effective date liquidation of the Company,
following the satisfaction of all post-effective date
obligations of reorganized Covad and any unsatisfied allowed
Class 3B and Class 8 claims, any remaining assets shall be
distributed to Class 3, Class 4, Class 6, Class 7 and allowed
Class 9 claims in accordance with the liquidation priorities in
respect of the preferred and common stock.

The Amended Plan defines the treatment of Class 7 or Laserlink
securities claims, such that:

A. Each holder of Class 7 claims shall receive in full
    satisfaction of such claim one share of Covad common stock
    in respect of each $100 of allowed claim, provided that
    each member of the "McGovern Group," which holds
    approximately 95% of class 7 claims affirmatively votes in
    favor of the plan. Pro rata distributions on respect of
    class 7 claims shall be increased to $2,300,000 and
    2,000,000 shares of common stock provided that holders of
    class 7 claims that are not members of the McGovern Group
    shall not receive such alternative distribution to the
    extent they held more than 96,198 unescrowed shares of
    common stock received in conjunction with the Laserlink
    merger.

B. an affirmative vote in favor of the Plan by the holder of a
    Class 7 claim shall also constitute the agreement of such
    holder to release voluntarily all current and former Covad
    officers and directors and other related parties from any
    claim that such holder may have against such released party
    relating in any way to Covad or the events which gave rise
    to the Class 7 claims.

C. In consideration of the Laserlink release, Covad agrees to
    grant a release of any claims that Covad might have against
    any holder of Class 7 claims that votes affirmatively in
    favor of the plan.

D. Distributions made on account of Class 7 claims shall be made
    on the later of the:

        1. initial distribution date
        2. the date which is 60 days after the claim becomes an
           allowed claim, and
        3. the date on which such claim becomes due and payable.
(Covad Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CROWN RESOURCES: Reaches Agreement on Secured Note Financing
------------------------------------------------------------
Crown Resources Corporation announced that it has received and
accepted subscription agreements for the purchase of $3.2
million of convertible secured notes and warrants which is
expected to close October 19, 2001.

The Company is in the process of completing the sale of an
additional $400,000 of the notes and warrants. There can be no
assurance, however, that the Company will be able to sell the
additional notes and warrants.

The Company anticipates that all or a portion of the proceeds
from the financing will be used to restructure the Company's
existing $15 million subordinated debentures and initiate
permitting on its Crown Jewel gold project in the State of
Washington. The notes are secured by all the assets of the
Company, consisting primarily of its interest in the Crown Jewel
property, and its wholly owned subsidiary, Crown Resource Corp.
of Colorado, whose assets consist primarily of a 41% equity
interest in Solitario Resources Corporation.

The notes have a five-year term and carry a 10% interest rate
payable quarterly in cash or the Company's common stock, at the
election of the Company. Approximately $2.85 million of the
proceeds from the secured note financing will be held in escrow
pending restructuring of the debentures. The remaining $350,000
in proceeds from the sale of the notes will be made immediately
available to the Company for general corporate purposes.

The $2.85 million notes are convertible into the Company's
common shares at a conversion price of $0.35 per share, subject
to adjustment. In addition, each of the note holders will be
issued a warrant, which may be exercised at any time over the
next five years, for each share into which the $2.85 million
notes is convertible into the Company's common shares at an
exercise price of $0.75 per share, subject to adjustment. The
$350,000 note is convertible into the Company's common shares at
a conversion price of $0.2916 per share, subject to adjustment.

In addition, the holder of the $350,000 note will be issued a
warrant, which may be exercised at any time over the next five
years, for each share into which the $350,000 note is
convertible into the Company's common shares at an exercise
price of $0.60 per share, subject to adjustment. The terms of
the $350,000 note and the related warrant are otherwise
identical to the terms of the $2.85 million notes and related
warrants.

The release of the escrowed funds is conditioned upon certain
corporate restructuring requirements, which must be approved by
the note holders. The Company anticipates that its restructuring
of the existing debt will require the issuance of additional
convertible securities to the existing debt holders which will
cause a substantial downward adjustment to the conversion price
of the $3.2 million notes and $350,000 note and the exercise
price of the corresponding warrants under the anti-dilution
provisions of the notes and warrants.

The Company has been in default since August 27, 2001, on its
existing debentures. The Company is currently engaged in
discussions with a majority of the debenture holders regarding
restructuring the terms of the debentures. There can be no
assurance, however, that the Company will be able to restructure
the debentures. Additionally, the Company may seek protection
from its creditors and file a plan of reorganization under
United States federal bankruptcy laws to complete the
restructuring plan.

In anticipation of the above transactions, and a pending
restructuring of the debentures, the Company has applied for
voluntary delisting from the Toronto Stock Exchange (the "TSE")
pursuant to the rules of the TSE. The Company's common shares
have been suspended from trading on the TSE since August 13,
2001, as a result of the Company's inability to meet the
continued listing requirements of the TSE.

Crown will not delay closing until 21 days after the
announcement of the transaction because Crown requires operating
capital while it negotiates the restructuring with the debenture
holders.

Crown is a U.S. domiciled gold exploration and development
company with properties in the United States, and is traded on
the OTC Bulletin Board under the trading symbol CRRS.


CROWN RESOURCES: Solitario To Invest $1.0MM in Note Financing
-------------------------------------------------------------
Solitario Resources Corporation announced that it would invest
$1.0 million in Crown Resources Corporation's $3.6 million
secured note financing, $3.2 million of which was expected to
close October 19, 2001.

It is anticipated that all or a portion of the proceeds from the
financing will be used to restructure Crown's existing $15
million subordinated debentures and initiate permitting on its
Crown Jewel gold project in the State of Washington.

Solitario's portion of the financing will consist of two notes
in the amount of $350,000 and $650,000. Solitario's notes will
be secured primarily by Crown's 100% interest in the 1.4 million
ounce Crown Jewel gold property.

Both notes have a five-year term and carry a 10% interest rate
payable quarterly in cash or Crown's common stock, at the
election of Crown. Funds from the $350,000 note will be made
immediately available to Crown for general corporate purposes.
Funds from the $650,000 note will be held in escrow pending
restructuring of Crown's debentures.

The $650,000 note is convertible into Crown's common shares at a
conversion price of $0.35 per share, subject to adjustment. In
addition, Solitario will be issued a warrant, which may be
exercised at any time over the next five years, for each share
into which the $650,000 note is convertible into Crown's common
shares at an exercise price of $0.75 per share, subject to
adjustment.

The $350,000 note is convertible into Crown's common shares at a
conversion price of $0.2916 per share, subject to adjustment. In
addition, Solitario will be issued a warrant, which may be
exercised at any time over the next five years, for each share
into which the $350,000 note is convertible into Crown's common
shares at an exercise price of $0.60 per share, subject to
adjustment. The terms of the $350,000 note and the related
warrant are otherwise identical to the terms of the $650,000
note and related warrant.

Solitario is a platinum-palladium, gold and base metal
exploration company actively exploring in Peru, Bolivia and
Brazil. Solitario is traded on the Toronto Stock Exchange under
the trading symbol SLR and is 41% owned by Crown Resources
Corporation (OTCBB:CRRS).


DIMON INC: S&P Rates Planned $175MM Senior Notes at BB
------------------------------------------------------
Standard & Poor's assigned its double-'B' rating to DIMON Inc.'s
planned offering of $175 million senior notes due 2011. The
notes are to be issued under Rule 144A to private investors with
future registration rights.

In addition, Standard & Poor's assigned a double-'B' rating to
DIMON's new $175 million three-year senior revolving credit
facility.

At the same time, Standard & Poor's affirmed its existing
double-'B' corporate credit and senior unsecured debt ratings.

The outlook is stable.

Proceeds of the new notes are expected to repay existing
indebtedness under the company's senior credit facility and
lines of credit. The new credit facility will replace the
existing bank facility, which matures in 2002.

The ratings reflect the challenging business environment in
which DIMON operates, including fierce global competition,
political unrest in leaf-tobacco producing countries, a
continued movement towards supply/demand trading equilibrium in
leaf tobacco, as well as declining U.S. cigarette consumption
and a changing U.S. leaf-tobacco market.

These concerns are somewhat mitigated by the company's position
as the world's second-largest independent leaf-tobacco merchant,
its sourcing diversification, and strong customer relationships
with the leading cigarette manufacturers.

DIMON returned to profitability in fiscal 2000 after the
implementation of the firm's 1999 restructuring plan that
focused on worldwide plant rationalization, reduction of
uncommitted leaf-tobacco inventories to below the $100 million
level, and cost-savings initiatives to strengthen the firm's
financial profile.

In addition, through asset sales, settlement of litigation, and
cash from operations, the company has significantly reduced
its debt level since the late 1990s. DIMON's improved operating
and financial performance continued in fiscal 2001, despite the
conservative buying patterns of the large domestic cigarette
manufacturers in response to litigation and the changing U.S.
leaf-tobacco market.

Worldwide leaf-tobacco supply and demand are in better balance,
which should result in somewhat improved leaf-tobacco pricing
over the near term. Standard & Poor's anticipates that the
buying patterns of the company's largest customers should return
to more predictable levels over time; however, volume trends
will still be a rating concern.

Because of the highly liquid nature of DIMON's tobacco
inventories, Standard & Poor's analytical focus is on short-term
debt used to finance assets other than tobacco inventories and
long-term debt. Standard & Poor's expects that, on average,
adjusted EBITDA coverage of interest will be 3 times or more,
adjusted total debt to EBITDA will be 3.5x or less, and adjusted
operating margin (before depreciation and amortization) will be
in the 7% area. Capital expenditures are expected to be in the
$20 to $25 million per year range over the next several years.
Financial flexibility is provided by unused borrowing capacity
under DIMON's revolving credit facility.

                       Outlook: Stable

Standard & Poor's anticipates that DIMON's business and
financial profile will remain commensurate with the current
rating over the next several years.


EDISON INTERNATIONAL: SoCal Edison Defers Dividend Payments
-----------------------------------------------------------
The board of directors of Edison International's (NYSE: EIX)
electric utility subsidiary Southern California Edison Company
(SCE) decided to defer the quarterly dividends on SCE's 4.08%,
4.24%, and 4.78% series of cumulative preferred stock that would
have been payable on November 30, 2001, and on SCE's 4.32%
series of cumulative preferred stock and its 6.05%
and 6.45% series of $100 cumulative preferred stock that would
have been payable on December 31, 2001.

The SCE board also decided to continue the previous deferral of
quarterly dividends on its preferred stock payable on and after
February 28, 2001.

An Edison International company, Southern California Edison is
one of the nation's largest electric utilities, serving a
population of more than 11 million via 4.3 million customer
accounts in a 50,000-square-mile service area within central,
coastal and Southern California.


ELIZABETH ARDEN: Expected Results Have S&P Affirming Low-B's
------------------------------------------------------------
Standard & Poor's revised its outlook for Elizabeth Arden Inc.
to stable from positive. At the same time, the single-'B'-plus
long-term corporate credit and senior secured debt ratings were
affirmed. In addition, Standard & Poor's affirmed its single-'B'
senior unsecured debt rating.

Approximately $355 million in debt was outstanding on July 28,
2001.

The outlook revision reflects challenging conditions in the
retail cosmetics industry, which could limit the potential for
an upgrade over the intermediate term. Furthermore, the
company's financial results for fiscal 2002 (ending January 31)
will be below Standard & Poor's expectations given the
anticipated soft 2001 holiday selling season.

The ratings for Elizabeth Arden (previously French Fragrances
Inc.) reflect the company's below-average business and financial
profiles, integration risk resulting from the acquisition of
Unilever's Elizabeth Arden business in January 2001, highly
seasonal sales, and industry concerns about the very competitive
cosmetics business. These factors are partially offset by
Elizabeth Arden's niche position in the distribution of prestige
fragrances through the mass merchandising trade channel.

The company significantly expanded its portfolio of owned,
prestige fragrance brands through the $240 million debt-financed
acquisition of Unilever's Elizabeth Arden business, which
included the Elizabeth Arden and White Shoulder brands, as well
as the Elizabeth Taylor license.

The acquisition has enabled the company to become a leader in
the U.S. beauty business, while expanding its global presence
significantly. In addition to the company's owned brands,
Elizabeth Arden distributes more than 150 prestige fragrances
for other manufacturers, providing the company with a broad
portfolio of brands.

Financially, revenue and EBITDA are expected to increase
significantly in fiscal 2002 due to the acquisition. Standard &
Poor's expects fiscal 2002 credit protection measures to be
weaker than expected due to soft retail sales, intense
competition within the cosmetics industry, and the consolidating
retail environment. Standard & Poor's anticipates that fiscal
2002 EBITDA interest coverage will be above 2 times (x), with
debt to EBITDA in the 3x area. Fiscal 2003 credit protection
measures are expected to improve given the opportunity for
synergistic benefits from the acquisition, along with the
company's focus on debt reduction.

                       Outlook: Stable

Elizabeth Arden needs to sustain credit measures above those
expected for its rating category to compensate for increased
business risks. Moreover, it is unclear at this point if
difficult industry conditions will allow the firm to improve its
credit measures over the intermediate term.


EXODUS COMMS: Court Allows Payment of Critical Vendor Claims
------------------------------------------------------------
In the ordinary course of Exodus Communications, Inc.'s
business, numerous vendors, shippers, suppliers, warehousemen
and other parties supply goods and services to the Debtors.  As
of the Petition Date, certain of such Goods and Services may be
in transit to the Debtors' facilities.

As of the Petition Date, the Debtors also had a number of
outstanding purchase orders and several agreements with Vendors
for Goods and Services. As a result of the filing of these
chapter 11 cases, Vendors may be concerned that delivery or
shipment of Goods or the rendering of Services after the
Petition Date pursuant to an outstanding order or service
agreement will render such Vendors unsecured creditors of the
Debtors' estates.

Accordingly, some Vendors may decline to ship goods destined for
the Debtors, while other Vendors may be unable to compel parties
with whom they contract to perform their Services unless the
Debtors issue substitute purchase orders or service agreements
post-petition or obtain an order of this Court confirming that
all obligations of the Debtors arising from outstanding orders
or service agreements, delivery or performance of which occurs
post-petition, are to be granted administrative expense status.

By this Motion, the Debtors sought and obtained:

    A. confirmation of administrative expense priority for
       Post-petition vendor claims and

    B. entry of an interim order granting the Debtors authority:

       1. to pay certain pre-petition vendor claims not to exceed
          $5,000,000 in the aggregate arising in the ordinary
          course of business of the Debtors; and

       2. subject to the rights of parties in interest to object
          to this Motion and the Interim Order, authority to pay
          an additional $5,000,000 in the aggregate of Critical
          Vendor Payments, thereby increasing the Critical Vendor
          Aggregate Limit to $10,000,000.

The Debtors also propose that, within 3 business days following
the formation date of the official committee of unsecured
creditors, the Debtors shall report all Critical Vendor Payments
to the Committee; provided, that in no event shall such Critical
Vendor Payments made prior to formation of the Committee exceed
$2,000,000 in the aggregate.

The Debtors propose further that, immediately following the
formation date of the Committee, the Debtors shall provide
notice to counsel for the Committee of any additional Critical
Vendor Payments proposed to be made by the Debtors. If no
written objection by the Committee to the proposed Critical
Vendor Payment within 3 business days after service of such
proposed Critical Vendor Payment, the Debtors shall be
authorized without further order of Court to make such Critical
Vendor Payment subject to the applicable Critical Vendor
Aggregate Limit. If a written objection by the Committee to a
proposed Critical Vendor Payment is timely served, the Debtors
shall not make such proposed Critical Vendor Payment without
further order of the Court. The Debtors further request that
none of the payments authorized hereunder should be deemed to be
an assumption or adoption of any agreement with a particular
Vendor.

The Critical Vendor Payments are conditioned upon the
undertaking of the recipient creditor to provide goods and
supplies to the Debtors consistent with pre-petition practices
and on the most favorable terms extended to the Debtors within
90 days prior to the Petition Date. Critical Vendor Payments
will be subject to disgorgement and recovery upon either:

    A. the rejection of the executory contract to which such
       creditor is a party under which such claims arise,

    B. the failure of the creditor to provide goods or services
       to the Debtors consistent with pre-petition practices and
       on the most favorable terms extended to the Debtors within
       ninety days prior to the Petition Date, or

    C. the discontinuance of business relations for any reason
       with such creditor during the chapter 11 cases.

Finally, the Debtors seek an order directing all banks to honor
pre-petition checks for payment of such claims as designated by
the Debtors.

David S. Hurst, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Wilmington, Delaware, submits that all obligations that arise
in connection with the post-petition delivery of goods or
performance of services to the Debtors are administrative
expenses. Although the Debtors believe that they have the
authority to make payment for Goods and Services received
post-petition, confirmation of that authority is highly
desirable.

Mr. Hurst tells the Court that the Debtors' relationships with
their Vendors are so essential that it is important to give
Vendors the utmost reassurance that their valid claims will be
given administrative expense priority status, and that they will
be paid by the Debtors in the ordinary course of business for
Goods and Services delivered or performed post-petition.

The Debtors believe most of their Vendors provide goods and
services pursuant to enforceable written agreements and will
continue to provide such goods and services post-petition. Mr.
Hurst relates that a number of critical Vendors may not have
contracts with the Debtors and absent payment of their pre-
petition claims, may cease doing business with the Debtors,
cease shipment of the Debtors' goods, or may be compelled to
cease construction on certain of the Debtors' facilities.
Similarly, critical Vendors that have contracts with the Debtors
may refuse to enter into new contracts for additional goods or
services without payment of their pre-petition claims. In
addition, a number of the Debtors' Vendors are shippers or
warehousemen who may assert statutory liens against the Debtors'
goods in transit.

Mr. Hurst informs the Court that there are a number of critical
Vendors of questionable financial strength. If such vendors do
not receive timely payment on their pre-petition claims, the
Debtors fear that such Vendors may cease doing business before
the Debtors are able to find suitable replacement vendors.

Mr. Hurst states that payment of the Vendor claims is essential
to maintaining Vendor support during this fragile phase of the
reorganization process. Without the necessary products and
services being supplied consistent with current credit terms,
Mr. Hurst fears that the Debtors' operations will be put in
jeopardy, making reorganization extremely difficult and
improbable. If the reorganization fails, Mr. Hurst assures the
Court that the Vendors will be required to repay the payments in
the event the Debtors do not continue their business
relationships with the Vendors.

Mr. Hurst asserts that the proposed payments to certain critical
Vendors will not materially prejudice general unsecured
creditors or other interest holders and the benefits to be
realized by the estates by the relief requested herein far
outweighs possible harm to unsecured creditors or other interest
holders. (Exodus Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FEDDERS NORTH AMERICA: Low-B Ratings Stay on S&P Watch Negative
---------------------------------------------------------------
Standard & Poor's placed its double-'B'-minus corporate credit
rating, and double-'B' senior secured and single-'B'
subordinated debt ratings for Fedders North America Inc. on
CreditWatch with negative implications.

In addition, Standard & Poor's placed its double-'B'-minus
corporate credit rating for Fedders Corp. on CreditWatch with
negative implications.

Total debt as of August 31, 2001 was about $168 million.

For analytical purposes, Standard & Poor's consolidates Fedders
North America with its sister companies and bases its rating
conclusions on an operational and financial review of the parent
company, Fedders Corp.

The CreditWatch placement reflects Fedders' weaker-than-expected
operating performance in fiscal 2001. The company's earnings
have declined substantially year over year due to the slowdown
in demand and lower selling prices for room air conditioners,
unfavorable product mix, and reduced production volume at
certain plants.

Standard & Poor's believes that earnings weakness, combined with
the soft industry, will result in  weakened financial ratios
over the intermediate term. While the company has announced
plans to deal with the operational shortfalls through a
restructuring plan, management may be challenged to improve
profit margins in the near term while maintaining market share.

Standard & Poor's will continue to monitor developments and meet
with Fedders' management to discuss its ongoing business and
financial strategies.

Fedders is a leading U.S.-based manufacturer of air treatment
products, including air conditioners, air cleaners,
dehumidifiers, and thermal technology products.


FEDERAL-MOGUL: Wants to Continue Use of Cash Management System
--------------------------------------------------------------
David M. Sherbin, Vice president and Deputy General Counsel of
Federal-Mogul Corporation, tells the Court that Federal-Mogul's
Cash Management System is an integrated, centralized network of
approximately 74 bank accounts that facilitate the timely and
efficient collection, concentration, management and disbursement
of funds used by the Debtors.

In light of the substantial size and complexity of the Debtors'
operations, Laura Davis Jones, Esq., at Pachulski Stang Ziehl
Young & Jones, P.C., in Wilmington, Delaware, submits that a
successful reorganization of the Debtors' businesses simply
cannot be achieved if the Debtors' cash management procedures
are substantially disrupted.

Therefore, Ms. Jones concludes that it is essential that the
Debtors be permitted to continue to consolidate the management
of their cash and transfer of funds as needed, in the amounts
necessary to continue the operation of their businesses and in
accordance with their existing cash management procedures.

Mr. Sherbin tells the Court that the Cash Management System has
been utilized by the Debtors since January 1998 and constitutes
a customary and essential business practice. The System was
created and implemented by the management of the Debtors in the
exercise of their business judgment, Mr. Sherbin says, and is
similar to those commonly employed by corporate enterprises
comparable to the Debtors in size and complexity.

The widespread use of this type of cash management system is
attributable to the numerous benefits it provides, including:

       A. control and monitor corporate funds,
       B. invest idle cash,
       C. ensure cash availability and
       D. reduce administrative expenses by facilitating the
          movement of funds and the development of timely and
          accurate account balance and presentment information.

These controls are especially important, Ms. Sherbin contends,
given the significant volume of cash transactions aggregating
approximately $2,500,000,000 annually, managed through the Cash
Management System.

In addition, due to the Debtors' corporate and financial
structure and the number of affiliated entities participating in
the Cash Management System, it would be difficult and unduly
burdensome for the Debtors to establish an entirely new cash
management and disbursement system for each legal entity.

By contrast, Ms. Jones submits that modifications to the Cash
Management System that may be required in connection with the
DIP Facility will not be difficult to implement and will not
disrupt the movement of cash through the system. Under the
circumstances, Ms. Jones asserts that the maintenance of the
Cash Management System not only is essential but also is in the
best interests of the Debtors' respective estates and creditors,
especially in light of the Debtors' continued ability to trace
and track the transactions by legal entity. In addition,
preserving a "business as usual" atmosphere and avoiding the
unnecessary distractions that inevitably would be associated
with any substantial disruption of the Cash Management System
will facilitate and enhance the Debtors' reorganization efforts.

If the Debtors are not permitted to continue to use the Cash
Management System, Ms. Jones tells the Court that their
operations will be severely and irreparably damaged.
Accordingly, the Debtors request that the Court authorize the
continued use of the Cash Management System.

In order to ensure that the Cash Management System remains
effective, Ms. Jones submits that the Debtors need to provide
Bank One, which holds the majority of the Bank Accounts, with
assurance that its continued and unaltered participation in the
system will not harm its interests. Accordingly, the Debtors
also seek authority to treat any and all post-petition
obligations incurred by Bank One that result from ordinary
course transactions under the Debtors' Cash Management System as
secured, super-priority claims. In addition, the Debtors propose
that Bank One be entitled to assess normal servicing charges in
the ordinary course of business.

The Debtors also request that no bank that is participating in
the Cash Management System and that honors a pre-petition check
or other item drawn on any account at the direction of the
Debtors to honor such pre-petition check or item, in a good
faith belief that the Court has authorized such pre-petition
check or item to be honored, or as a result of an innocent
mistake made despite implementation of reasonable item handling
procedures, shall be deemed to be liable to the Debtors or to
their estates on account of such pre-petition check or other
item being honored post-petition.

The Debtors believe that such treatment of the Cash Management
Claims and flexibility accorded the Cash Management Banks is
necessary in order to induce the Cash Management Banks to
continue providing cash management services without additional
credit exposure. (Federal-Mogul Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FRIEDE GOLDMAN: Taps Glass & Associates as Restructuring Advisor
----------------------------------------------------------------
Friede Goldman Halter, Inc. (OTC:FGHLQ) announced that it has
engaged Glass & Associates, Inc., a national crisis-management
firm, to serve as its Chief Restructuring Advisor. Jack R.
Stone, Jr., principal of Glass, will serve in that capacity and
will report directly to the Restructuring Committee of the Board
of Directors. Mr. Stone will oversee all restructuring
activities, working closely with company management and the
investment-banking firm of Houlihan Lokey Howard Zukin.

This action was taken to provide a separation of the
restructuring effort from the day-to-day business operations,
which are under the direction of John F. Alford, CEO.

Interested parties who desire to explore a financial or
strategic business relationship with Friede Goldman Halter, Inc.
should contact Mr. Jim Decker of Houlihan Lokey Howard Zukin at
404/495-7012 or Mr. Stone at 214/673-2868.

Friede Goldman Halter designs and manufactures equipment for the
maritime and offshore energy industries. Its operating units are
Friede Goldman Offshore (construction, upgrade, and repair of
drilling units, mobile production units, and offshore
construction equipment), Halter Marine (construction of ocean-
going vessels for commercial and governmental markets), FGH
Engineered Products Group (design and manufacture of cranes,
winches, mooring systems, and marine deck equipment), and Friede
& Goldman Ltd. (naval architecture and marine engineering).


GENESIS HEALTH: Merger with Multicare Effective on October 2
------------------------------------------------------------
On June 22, 2000, Genesis Health Ventures, Inc. and The
Multicare Companies, Inc. each filed voluntary petitions with
the U.S. Bankruptcy Court in Delaware to reorganize their
respective capital structures under Chapter 11 of the U.S.
Bankruptcy Code.

Genesis and Multicare filed a joint plan of reorganization in
the U.S. Bankruptcy Court for the District of Delaware on June
5, 2001, calling for, among other things, the merger of the two
companies under the Genesis banner.

Under the Plan, the common stock of Multicare will be cancelled
and new common stock of reorganized Multicare will be deemed to
be allocated to certain of the creditors of the Multicare
debtors. By voting for the Plan, such creditors, as persons
otherwise entitled to the new common stock of Multicare, will
also be deemed to have voted to adopt a plan of merger.

The plan of merger provides that such creditors will receive
cash, new senior notes, new convertible preferred stock, and new
common stock of reorganized Genesis in exchange for the new
common stock of reorganized Multicare allocated to them and that
a newly created indirect subsidiary of Genesis will be merged
into Multicare.

The Plan became effective on October 2, 2001.


GENSYM: Secures $1.0MM Bridge Financing from Investors Group
------------------------------------------------------------
Gensym (OTC Bulletin Board: GNSM), a leading provider of
software and services for expert operations management, made the
following announcements relating to improvements in its overall
financial situation.

Gensym has obtained bridge loan financing of approximately $1.0M
to meet present cash needs from a group of investors consisting
of a Gensym partner and eight individuals, including a Gensym
founder and all of the members of its board of directors.

The bridge financing is a component of a larger commitment made
by these investors to participate as standby purchasers in the
previously announced rights offering in which Gensym expects to
raise equity capital from its shareholders and vested option
holders. In conjunction with their bridge loan and rights
offering commitments, two of the investors have the right each
to nominate one additional director to Gensym's board.

Gensym further announced that the previously disclosed lawsuit
filed against it by Rocket Software, Inc. has been withdrawn
after repayment in full by Gensym of funds that Rocket had
advanced to Gensym in July of 2001.

Gensym Corporation --  http://www.gensym.com -- is a provider
of software products and services that enable organizations to
automate aspects of their operations that have historically
required the direct attention of human experts. Gensym's product
and service offerings are all based on or relate to Gensym's
flagship product G2, which can emulate the reasoning of human
experts as they assess, diagnose, and respond to unusual
operating situations or as they seek to optimize operations.

With G2, organizations in manufacturing, communications,
transportation, aerospace, and government maximize the
performance and availability of their operations. For example,
Fortune 1000 manufacturers such as ExxonMobil, DuPont, LaFarge,
Eli Lilly, and Seagate use G2 to help operators detect problems
early and to provide advice that avoids off-specification
production and unexpected shutdowns. Manufacturers and
government agencies use G2 to optimize their supply chain and
logistics operations. And communications companies such as AT&T,
Ericsson Wireless, and Nokia use G2 to troubleshoot network
faults so that network availability and service levels are
maximized.

Gensym has numerous partners who can help meet the specific
needs of customers. Gensym and its partners deliver a range of
services, including training, software support, application
consulting and complete solutions. Through partners and through
its direct sales force, Gensym serves customers worldwide.

Gensym and G2 are registered trademarks of Gensym Corporation.


GEOMAQUE: Advancing Talks with Lender on Loan Restructuring
-----------------------------------------------------------
Geomaque Explorations Ltd. announced that it is continuing to
work with its principal lender, Resource Capital Fund II L.P. of
Denver, Colorado, on the restructuring of its credit and
security arrangements with RCF under the agreement dated June 9,
2000 and, has reached agreement with RCF to further extend the
time to finalize the terms of this restructuring to November 6,
2001. In the meantime, RCF has deferred all payments required
under the Credit Agreement.

Geomaque Explorations Ltd. is an international mining company
that is producing gold from its Vueltas del Rio Mine in Honduras
and San Francisco Mine in Mexico, and exploring for precious
metals in the Americas.


GLOBAL TELESYSTEMS: KPNQwest Will Acquire Businesses For $580MM
---------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q), the broadband
communications company, announced an agreement with Koninklijke
KPN N.V., the Dutch telecommunications company, for Qwest to
purchase from KPN approximately 14 million shares of KPNQwest
N.V. for $4.58 per share and Anschutz Company, Qwest's principal
shareowner, to purchase an additional six million KPNQwest
shares at the same price.

Separately, KPNQwest announced plans for a major European
expansion with the acquisition of Global TeleSystems, Inc.'s
(GTS) Ebone and Central Europe businesses for approximately $580
million (645 million euro), including the assumption of debt.
At the completion of the acquisition, KPNQwest will have a $450
million (500 million euro) credit facility to fully fund the
combined company until it becomes free cash flow positive in the
fourth quarter of 2003.

"Owning a larger stake in KPNQwest is a well-timed strategic
opportunity as KPNQwest significantly expands its pan-European
leadership position; fully funds its business plan after a major
acquisition, and accelerates free cash flow," said Qwest
Chairman and CEO Joseph P. Nacchio, who also serves as chairman
of the KPNQwest board.

"The changes in the governance of KPNQwest eliminate a
complicated structure that was useful when we set up the joint
venture in late 1998," Nacchio added.  "We expect the new
structure will free KPNQwest to respond faster to changing
market conditions and accelerate its growth."

               Qwest Purchase of KPN Shares

After Qwest purchases the KPN shares, the KPNQwest supervisory
board will consist of six members.  Qwest will nominate three
directors, KPN will nominate one director and two directors will
be independent of both Qwest and KPN.  Qwest will retain its
special rights to approve certain strategic decisions of
KPNQwest.

KPN's equivalent special approval rights will be eliminated, but
KPN will retain certain minority shareholder protection rights.
The obligations of Qwest and KPN to not compete with KPNQwest in
Europe will be terminated. However, if KPN engages in certain
competitive activities, KPN's minority shareholder protection
rights will be eliminated, and KPN's nominee on the KPNQwest
supervisory board must be replaced by someone who is not
affiliated with KPN.

There are currently approximately 451 million shares of KPNQwest
outstanding.  As part of the purchase, the voting power of each
Class A and B share will be reduced from 10 votes per share to
one vote per share, which is the same as the voting power of
each Class C share.  After the purchase, Qwest will hold 214
million Class B shares, or about 47.5% of the voting power, and
KPN will hold 180 million Class A shares, or about 40% of the
voting power.

Current restrictions on Qwest's sale of its KPNQwest shares will
be eliminated, except that Qwest will grant to KPN certain "tag-
along" rights if Qwest were to sell any shares.  Current
restrictions on KPN's sale of KPNQwest shares will be modified
to permit KPN to sell these shares in underwritten public
offerings, in private transactions to institutional purchasers
who agree to be subject to the sale restrictions or, beginning
in 2003, in market transactions, subject to significant volume
limitations.  The buyer will receive publicly-held Class C
shares.  The "buy-sell" arrangements in the joint venture
agreement among the parties will also be eliminated.

Neither Qwest nor KPN will have any obligation to make capital
contributions to KPNQwest.  Qwest will continue to account for
its proportionate share of KPNQwest's profit or loss under the
equity method of accounting.

As part of the share purchase transaction, KPN will grant to
Qwest an option to purchase some or all of KPN's shares in
KPNQwest in March 2002. Qwest is under no obligation to exercise
the option, which is assignable to third parties.  Until the
option expires, any permitted sale of shares by KPN will be
subject to a right of first refusal by Qwest.

Qwest expects to close the purchase of KPN shares before
December 31, 2001.  The share purchase is subject to several
conditions, including the execution of definitive transaction
documents, consents of workers' councils of KPN and KPNQwest,
antitrust approval in the United States and Europe, and approval
by KPNQwest shareholders of certain amendments to the KPNQwest
articles of association.

                KPNQwest Acquisition of GTS

KPNQwest will acquire the GTS businesses in a pre-packaged
bankruptcy proceeding for approximately $580 million (645
million euro) (net of cash). KPNQwest will issue approximately
$190 million (210 million euro) in 10-year convertible notes to
GTS bondholders in exchange for GTS bonds and convertible
securities of $l.7 billion (1.9 billion euro face value).  In
addition, KPNQwest will assume the GTS credit facility, which at
the time of closing is estimated to be approximately $190
million (210 million euro), and GTS capital leases of
approximately $225 million (250 million euro.)  GTS is expected
to have approximately $22 million (25 million euro) in cash at
closing.  KPNQwest and a newly formed bank syndicate, including
the GTS credit facility banks, have agreed to increase the
facility to $450 million (500 million euro.)

The GTS acquisition will contribute significantly to KPNQwest's
revenue and earnings before interest, taxes, depreciation and
amortization (EBITDA). After the acquisition, KPNQwest expects
pro forma revenues of

$1.2 - 1.25 billion (1.3 - 1.4 billion euro) in 2002, pro forma
earnings before interest, taxes, depreciation and amortization
(EBITDA) of $155 - 180 million (175 - 200 million euro) in 2002.
With the increased EBITDA and credit facility, KPNQwest expects
that it is fully funded through the time it becomes free cash
flow positive in the fourth quarter of 2003. Synergies from the
combined company are expected to be $540 million (600 million
euro) over four years.

The expanded KPNQwest will be Europe's top provider of data and
Internet services with a 60-city, 15,600-mile fiber optic
network connected to Qwest's global network.  The GTS
acquisition will extend the KPNQwest fiber optic network deeper
into the United Kingdom plus key areas of Eastern Europe, Spain,
Italy, and Ireland with 14 metro fiber networks and 10
additional cities connected by fiber.

The GTS acquisition will add to KPNQwest nearly 48,000 European
accounts with recurring revenue.  In addition, the number of Web
hosting centers would more than double to 30.  KPNQwest already
has contracts with leading global companies and European
businesses including Dell Computer Corporation, Cap Gemini Ernst
& Young and Nokia Corporation.

KPNQwest expects to close the acquisition of the GTS business
about March 2002.  The acquisition is subject to several
conditions, including consents of workers' councils of KPNQwest
and GTS, antitrust approval in Europe, bankruptcy court
approval, and KPNQwest shareholder approval.  No additional
corporate approvals by KPNQwest or GTS are required to complete
the acquisition transaction.

Qwest Communications International Inc. (NYSE: Q) is a leader in
reliable, scalable and secure broadband data, voice and image
communications for businesses and consumers.  The Qwest Macro
Capacity(R) Fiber Network, designed with the newest optical
networking equipment for speed and efficiency, spans more than
113,000 miles globally.  For more information, please visit the
Qwest Web site at http://www.qwest.com

The Qwest logo is a registered trademark of, and CyberCenter is
a service mark of, Qwest Communications International Inc. in
the U.S. and certain other countries.


INTEGRATED HEALTH: Gets Approval to Divest La Habra Facility
------------------------------------------------------------
Integrated Health Services, Inc. believes that it is in the best
interest of the bankruptcy estate to divest of the long-term
nursing Facility located at West La Habra Boulevard, La Habra,
California 90361 because review shows that the Facility loses
approximately $432,029 per year.

The Facility's earnings before interest, taxes, depreciation,
amortization and rent (EBITDAR) total approximately $209,332.
The Debtors operated the Facility as holdover sublessee pursuant
to a sublease, as amended, between C. Peter Leggett and Park
Regency Ltd. (together, as Sublessor/Sublandord) and IHS (as
Sublessee/Subtenant). The annual base rent under the Sublease is
$641,361. Based upon this, the Facility's annual earnings before
interest, taxes, depreciation and amortization (EBITDA) is
approximately negative $432,029.

To divest the Facility, the Debtors first asked the Court to
authorize the rejection of the Sublease. The
Sublessor/Sublandord) raised objections.

To resolve the Rejection Motion and the Objection, the parties
entered into discussions and reached an agreement as set forth
in a Letter Agreement. The Letter Agreement provides for the
rejection of the lease, nunc pro tunc, as of April 16, 2001.
Pursuant to the agreement, the Sublandlord will not be entitled
to any rejection damages but will be entitled to collect rent
and fair use and occupancy rent.

The Stipulation, incorporating the Letter Agreement, was
approved by the Court. The Stipulation and Order (a) effected
the rejection of the Sublease, nunc pro tunc April 16, 2001, (b)
approved the Letter Agreement, and (c) authorized the Debtors to
take all actions reasonably necessary or appropriate to
effectuate the terms of the Letter Agreement.

Subsequent to that, the parties renegotiated certain of the
terms in the Letter Agreement, and embodied such renegotiated
terms in the Amended Letter Agreement and entered into an
Amended Stipulation accordingly.

While the motion for approval of the Amended Stipulation was
pending before the Court, the Debtors moved the Court for
approval for the divestiture of the Facility by way of
Operations Transfer.

Both the Amended Stipulation and the Operations Transfer have
now received the blessing of the Court. By separate orders, the
Court first approved the Amended Stipulation by and between IHS
and the Sublandlord, and then granted the Debtors' motion for
Operations Transfer in all respects.

Specifically, with respect to Operations Transfer, the Court
issued an order, pursuant to sections 105(a), 363(b) and 365(a),
(b), (f) and (k) of the Bankruptcy Code and Bankruptcy Rules
6004 and 6006:

(1) approving and authorizing the transfer of the Facility's
     operations to Transferee upon the terms set forth in the
     Operations Transfer Agreement, and

(2) approving that certain stipulation, of even date with the
     instant motion, by and among

        (a) the Debtors,

        (b) the United States of America, on behalf of the United
            States Department of Health and Human Services, and
            its designated component, the Center for Medicare and
            Medicaid Services (CMS),

        (c) Transferee, and

        (d) Leggett (the CMS Stipulation.

The Operations Transfer Agreement governs the transfer of
certain assets of the Debtors including contracts related to the
operation of the Facility (the Operating Contracts) and the
Facility's Medicare and Medicaid Provider Agreements.

Pursuant to the Operations Transfer Agreement, Transferee has
the option of electing to take assignment of the Operating
Contracts by duly notifying Seller and curing any and all
defaults existing thereunder at the time of Debtors' assumption
thereof. In connection, the CMS Stipulation, inter alia, fixes
the cure amount payable by Transferee in connection with the
assignment of the Medicare Provider Agreement, and discharges
the Debtors' obligations under the Medicare Provider Agreement.
(Integrated Health Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


KOMAG INC: Posts Positive Q3 EBITDA Despite Decline in Revenues
---------------------------------------------------------------
Komag, Incorporated (OTC Bulletin Board: KMAGQ), the largest
independent producer of media for disk drives, announced its
financial results for the third fiscal quarter of 2001.

Net sales for the third fiscal quarter of 2001 totaled $59.4
million, down 23% from $77.4 million recorded in the second
quarter of 2001. The company's operating loss for the third
quarter of 2001 was $19.8 million. This was a marked improvement
compared to the proforma operating loss of $24.6 million in the
second quarter of 2001.

The company's net loss in the third quarter of $122.3 million,
or $1.09 per share based on 111.9 million weighted average
shares outstanding, included a $99.0 million adjustment to
interest expense to accrete outstanding subordinated convertible
bonds due in 2004 to their full face value and $2.9 million in
reorganization costs. These one-time charges were necessitated
due to the company's chapter 11 filing on August 24, 2001.

              Review of Third Quarter Operations

Komag shipped 9.7 million disks during the third quarter of 2001
and produced approximately 9.2 million units. These totals are
down, due to the weak overall economy, from 11.0 million disks
shipped and 10.1 million disks produced in the second quarter.
Sales to Western Digital and Maxtor were 69% and 24% of revenue,
respectively.

Earnings before interest, taxes, depreciation and amortization,
were a positive $3.6 million compared to a negative $0.2 million
in the second quarter, despite a decline of $18 million in
revenues. This outstanding performance was due primarily to a
decrease in fixed manufacturing costs of $8.3 million and in
selling, general and administrative expenses of $1.7 million
compared to second quarter. Variable manufacturing costs
improved during the quarter as well.

Komag ended the quarter with a cash and short-term investment
balance of $12.1 million compared to $28.0 million at the end of
the second quarter. The drop in cash resulted primarily from an
$8.2 million increase in accounts receivable and a reduction of
$12.2 million in accounts payable offset by a $4.2 million
reduction in inventory.

Due to the company's chapter 11 filing, liabilities totaling
$514.6 million are subject to compromise and have been
reclassified as such. The company has filed a plan of
reorganization by which it intends to satisfy and discharge the
claims underlying these liabilities through the issuance of a
combination of new notes and company stock.

                       Business Outlook

"Despite our challenges, Komag made significant progress on key
operational goals in the third quarter," said T.H. Tan, Komag's
chief executive officer. "We are taking necessary actions to
ensure Komag emerges from the economic downturn and chapter 11
well positioned for the future. As evident from our positive
EBIDTA and gross margins in the third quarter, we significantly
lowered our fixed and variable cost structure by seamlessly
completing the consolidation of our manufacturing assets in
Malaysia. As part of controlling manufacturing costs, our yields
are at an all-time high, further validating our Southeast Asian
manufacturing strategy."

Mr. Tan added, "Our combination of leading technology and
consistent product quality makes Komag one of the few OEM media
suppliers that can support a broad range of applications. During
the quarter, we teamed with our customers to execute their time-
to-market design and time-to-volume manufacturing strategies on
thirty-five programs. Our customers, in turn, successfully
qualified Komag on all of these programs. Many of these
qualifications support 40 gigabyte ("GB") per platter disks,
which Komag expects to ship in volume in the fourth quarter.
These are the highest storage density disks available in the
market. Continuing this success, Komag is on target to qualify
for additional programs in the fourth quarter and remains on
schedule to qualify next generation 60GB and 80GB per platter
programs in the coming quarters. We are equipped to support
these advanced platforms and are ready to begin shipping 60GB
disks when the market demands."

Further reinforcement came from Western Digital Corporation,
which agreed to extend its Volume Purchase Agreement ("VPA")
with the company's Malaysian subsidiary for an additional three-
year term. Pursuant to the VPA, Komag will supply a substantial
proportion of Western Digital's disk requirements through April
2005. "We are extremely pleased to continue our strong
partnership with Western Digital for another three years. We
also appreciate ongoing support from the rest of our customer
base," commented Mr. Tan. "In addition to strengthening our
current partnerships, we are cultivating relationships with new
customers."

During the third quarter, Komag filed a Plan of Reorganization
with the Bankruptcy Court overseeing the company's chapter 11
reorganization case. The plan, which must be approved and
confirmed by the Bankruptcy Court, is supported by creditors
holding more than half, approximately $260 million, of the
company's estimated outstanding debt. "We are pleased by the
progress we have made thus far and plan to pursue confirmation
of the proposed plan as expeditiously as possible," stated Mr.
Tan. "With a restructured balance sheet, leading technology and
a broad base of customer programs, Komag has a solid engine to
drive the company forward."

Komag expects unit shipments and average selling prices to
remain flat for the remainder of the fiscal year. Due to current
market conditions and lack of visibility, Komag will not be
issuing additional guidance.

Founded in 1983, Komag is the world's largest independent
supplier of thin-film disks, the primary high-capacity storage
medium for digital data. Komag leverages the combination of its
U.S. R&D centers with its world-class Malaysian manufacturing
operations to produce disks that meet the high-volume, stringent
quality, low cost and demanding technology needs of its
customers. By enabling rapidly improving storage density at
ever-lower cost per gigabyte, Komag creates extraordinary value
for consumers of computers, enterprise storage systems and
electronic appliances such as peer-to-peer servers, digital
video recorders and game boxes.

For more information about Komag, visit Komag's Internet home
page at http://www.komag.com or call Komag's Investor Relations
24-hour Hot Line at 888-66-KOMAG or 408-576-2901.


LAIDLAW INC: Gets Approval to Implement Employee Retention Plans
----------------------------------------------------------------
Judge Kaplan approves the Retention Program of Laidlaw Inc.
Accordingly, the Debtors are authorized to:

   (a) make such payments as are provided for under the terms of
       the Retention Program; and

   (b) enter into such transactions and documents as are
       reasonably necessary to implement the provisions of the
       Retention Program.

The Court also authorizes the Debtors to assume the supplemental
executive retirement plan and the severance plan.  Judge Kaplan
also directs the Debtors to make scheduled payments under the
Scott's Agreements through the Effective Date.

But Judge Kaplan emphasizes that this Order does not mean to
approve the Debtors' assumption of any particular employment
contract, including the Scott's Agreements. (Laidlaw Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


MARINER POST-ACUTE: Engages AAA For Fresh-Start Valuation Work
--------------------------------------------------------------
In anticipation of their successful emergence from chapter 11,
Mariner Post-Acute Network, Inc. have begun planning for the
adoption of fresh-start reporting in accordance with the
American Institute of Certified Public Accountants Statement of
Position 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code" ("SOP 90-7") Adoption
of fresh-start reporting in accordance with SOP 90-7 requires
that the reorganization value of an entity be allocated to the
entity's tangible and intangible assets, which are amortized
over the estimated remaining useful lives of the assets.

In light of this, the MPAN Debtors seek the Court's authority,
pursuant to Bankruptcy Code section 327(a), to employ American
Appraisal Associates, Inc. (AAA) to perform valuation services
necessary to implement fresh-start reporting in accordance with
the American Institute of Certified Public Accountants Statement
of Position 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code", upon the Debtors'
emergence from bankruptcy, nunc pro tunc as of July 24, 2001.

The Debtors represent that in order to implement fresh-start
reporting they must first retain a firm capable of valuing the
their tangible assets for such purpose. Because SOP 90-7
precludes the use of the Debtors' auditors and accountants to
perform such valuation work, the Debtors are unable to use Ernst
& Young LIJP, which the Debtors have previously retained to do
their auditing and certain associated valuation work. Therefore,
the Debtors solicited bids from and interviewed five national
valuation services firms. After evaluating the five firms based
on each firm's qualifications, experience, overall project
approach, and fees, the Debtors chose to retain AAA.

AAA is a nationally and internationally renowned valuation
services firm with extensive expertise in health care valuation,
real estate valuation, and equipment appraisal, including
valuing skilled nursing facilities and hospitals for fresh-start
reporting purposes. The Debtors believe that the experience and
knowledge AAA possesses is critical to facilitate the Debtors'
transition to fresh-start reporting upon the Debtors' successful
emergence from these chapter 11 cases. Further, the Debtors find
that APA's estimated fees and expenses were both reasonable and
competitive as compared to the estimates provided by the four
other valuation services firms that the Debtors solicited bids
from and interviewed.

                    Services To Be Rendered

The Debtors contemplate to retain AAA to perform the services
delineated in the engagement agreement including, among others,
the following services:

(a) the valuation of each of the skilled nursing facilities that
     the Debtors lease and own, including the valuation of the
     overall fair enterprise) estimated as well as, where
     applicable, component values for the land, buildings,
     equipment, and remaining intangible value for each facility;

(b) the preparation of a written report for financial reporting
     purposes explaining the assumptions used, methodology
     employed and the results obtained in estimating the fair
     market values and remaining lives, where appropriate, of the
     real and personal property, and the intangible component of
     each of the skilled nursing facilities that the Debtors own
     and lease.

The Debtors believe that with AAA's substantial expertise, the
firm is well qualified to perform the services that the Debtors
require.

               Disinterestedness of Professionals

The Debtors submit that, to the best of their knowledge,
information, and belief, other than as described in the AAA
Affidavit, AAA has no connection with the Debtors, their
estates, their creditors, the Office of the Unites States
Trustee or any employ thereof, or any other party with an actual
or potential interest in these chapter 11 cases, or their
respective attorneys and accountants. Further, to the best of
the Debtors' knowledge, information, and belief, AAA represents
no interest adverse to the Debtors or their respective estates
in the matters for which AAA is proposed to be retained.

Mr. Michael P. Bates, MAI, Director of AAA, states in the AAA
Affidavit that, upon information and belief, American Appraisal
was last employed by the Debtors in 1998. That 1998 engagement
was for a cost segregation study of four skilled nursing
facilities located in Superior Township, MI; Lincolnton, NC;
Pleasant Prairie, WI: and Germantown, WI. Mr. Bates states that
American Appraisal has not provided valuation services to any of
the Debtors since that time, nor has American Appraisal
performed a valuation of any of the properties for which the
Debtors have requested a valuation at any time in the last five
years.

Mr. Bates reveals that American Appraisal has provided and
currently provides services to certain of the Debtors' creditors
and other parties in interest in these cases. However, Mr. Bates
declares, the services provided to such parties do not in any
way relate to the Debtors or the MPAN chapter 11 cases. Mr.
Bates presents to the Court a list of the parties that have
previously employed or presently employ American Appraisal,
along with a brief description of the nature of the services
performed by the Firm. Should additional relationships with
parties in interest become known to American Appraisal, a
supplemental affidavit will be filed with the Court on a
periodic basis, Mr. Bates covenants.

Mr. Bates declares that American Appraisal has not in the past
and currently does not represent any interest adverse to the
Debtors, and American Appraisal will not accept any engagement
that would require the Firm to represent an interest adverse to
the Debtors in these chapter 11 cases.

Mr. Bates submits that American Appraisal is a "disinterested
person" as defined in section 101(14) and as required by section
327(a) of the Bankruptcy Code and the Firm is not connected
(other than as disclosed affidavit) to the parties set forth.

The Debtors tell the Court that, despite the efforts described
in the AAA Affidavit to identify and disclose AAA's connections
with parties in interest in these cases, because AAA has a large
national practice, AAA is unable to state with certainty that
every client representation or other connection has been
disclosed. The Debtors submit that, if AAA discovers additional
information that requires disclosure, AAA will file a
supplemental disclosure with the Court as promptly as possible.

             Retainer And Professional Compensation

In accordance with the Uniform Standards of Professional
Appraisal Standards (USPAP), American Appraisal's fees are not
contingent on its value conclusions. Based on AAA's discussions
with MPAN representatives and the data provided, AAA estimates
that the total fees to be incurred by AAA will be approximately
$529,000, based upon 474 man-days at a daily rate of $1,116 per
day, plus expenses, which AAA estimates will be between $30,000
and $35,000.

AAA's professionals will maintain detailed records of time and
any actual expenses incurred in connection with rendering its
services. AAA intends to apply to the Court for allowance of
compensation for professional services rendered and
reimbursement of charges and disbursements incurred in the MPAN
chapter 11 cases in accordance with applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any
applicable orders of the Court.

The Debtors submit that their employment of AAA on the terms and
conditions set forth in the motion and in the Engagement
Agreement is in the best interests of the Debtors and their
respective estates and creditors. Accordingly, the Debtors
request that the Court enter an order granting the relief
requested in the application and granting such other and further
relief as may be just and proper. (Mariner Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MARINER POST-ACUTE: Court Okays Pharmacy Assets Bidding Protocol
----------------------------------------------------------------
The U.S. Bankruptcy Court in Wilmington, Delaware, approved
bidding procedures for the pharmacy assets held by bankrupt
Mariner Post-Acute Network Inc. and its bankrupt unit, Mariner
Health Group Inc., Dow Jones reported.

Under the deal, Genesis would pay $42 million in cash for the
pharmacy operation and up to $18 million in so-called earnout
payments. The company would make the payments over a three-year
period following the closing. Under the bidding rules,
challengers to the Genesis deal would have to pay at least $44.5
million at closing and at least $18 million in earnout payments.

Court papers say if one or more timely bids are submitted, an
auction would be held for Genesis and the other bidders. Mariner
Health Group is a wholly-owned unit of the Atlanta-based Mariner
Post-Acute Network. On Jan. 18, 2000, the companies filed for
chapter 11 bankruptcy protection, with the parent company
listing assets of $1.3 billion and liabilities of $2.7 billion.
Genesis emerged from its own chapter 11 on Oct. 2, after merging
with fellow long-term care provider Multicare Cos. (ABI World,
October 18, 2001)


NATIONAL STEEL: Shuts-Down Michigan Blast Furnace Operation
-----------------------------------------------------------
National Steel Corporation (NYSE: NS) announced the idling of a
blast furnace at its Great Lakes Operations in Ecorse, Michigan.
Given the soft market conditions impacting the steel industry,
the A blast furnace is being idled effective Thursday, October
18, 2001.

In addition, the company will temporarily curtail production at
its National Steel Pellet Company, located in Keewatin,
Minnesota.  The pellet company outage will begin October 28,
2001 and last until December 9, 2001.  Both of these actions are
being taken to balance production with current market demand and
reduce both raw materials and finished inventories during the
fourth quarter 2001.

Headquartered in Mishawaka, Indiana, National Steel Corporation
is one of the nation's largest producers of carbon flat-rolled
steel products, with annual shipments of approximately six
million tons.  National Steel employs approximately 8,700
employees.  Please visit the Company's Web site at
http://www.nationalsteel.comfor more information on the Company
and its products and facilities.


PACIFIC GAS: Seeks Approval to Sell Kern Generation Facility
------------------------------------------------------------
Pacific Gas and Electric Company asks the Court to authorize the
sale of certain real property located in Kern County, California
formerly operated as a power generation plant to North American
Power Group, Ltd., free and clear of liens, pursuant to Section
363(b) and 363(f) of the Bankruptcy Code.

PG&E represents that it is sound business judgment to sell the
Kern Facility - the Facility had not been used to generate
electricity since 1985, was removed from rate base in 1994 and
does not present a viable source of income for PG&E but rather
means large liabilities related to the cost of non-environmental
decommissioning. The proposed sale will eliminate these
liabilities (expected to amount to approximately $8 million),
provide PG&E with proceeds of $550,000 and release reserves of
approximately $10 million for non-environmental decommissioning
expenses. In addition, it will provide an additional source of
energy for consumption by California's citizens and businesses
in the most efficient manner available.

Prior to its chapter 11 filing, PG&E desired to sell the
Facility and made an application for the contemplated sale
pursuant to the California Public Utilities Code. CPUC refused
to approve the sale. PG&E formally requested reconsideration of
that decision and such consideration request remained pending
for several months.

On July 30, 2001 (post-petition), California Governor Gray Davis
issued Executive Order No. D-44-01, which vacates the CPUC's
decision and authorizes the sale of the Kern Facility on certain
conditions, including the approval of the Bankruptcy Court. PG&E
believes that the sale of the Kern Facility is in public
interest, as evidenced by the Governor's Executive Order.

                        The Property

The Kern Facility is located in Bakersfield, California. It was
the site of a power plant that was built in 1945-50. PG&E
operated the plant from 1948 to 1985, when PG&E placed the plant
in cold stand-by due to the availability of less expensive
sources of energy and capacity. The plant was in cold stand-by
until 1994, when the generation production assets were retired
from PG&E's books and the plant was shut down. All operational
permits associated with the plant have long since expired.

The property to be sold consists of approximately 124 out of 155
acres of land owned by PG&E at the site. The Kern Facility, like
PG&E's other generating facilities, was built as an integrated
utility facility, and the site therefore contains a mixture of
generation, transmission and distribution assets. Thus, PG&E
will retain approximately 31 acres that are associated with
existing transmission and distribution assets at the site and
for probable expansion of substations within the next 10 years.
PG&E also will retain certain easements on or respecting some
portion of the 124 acres to be sold. Such easements are
necessary for PG&E's transmission substations. With such
easements retained, PG&E has no need or reason to maintain fee
ownership of the 124 acres that are the subject of the sale.

                         The Sale

The sales price is $550,000 in cash. PG&E tells the Court that
the only known lien on the property is the lien of BNY Western
Trust Company in its capacity as Trustee under the Indenture. In
addition to cash payment, NAPG for all practical purposes is
assuming non-environmental decommissioning obligations for the
Kern Facility of approximately $8 million pursuant to the
Purchase/Sale Agreement. PG&E retains responsibility only for
environmental costs attributable to any hazardous substances
released by PG&E and present on the site as of the closing and
NAPG is assuming any other environmental costs.

In addition, NAPG has agreed to refurbish and restart a non-
operational power plant located on the property, thereby
increasing the supply of electricity available to California
consumers. PG&E has accrued approximately $10 million for non-
environmental decommissioning expenses for the Kern Facility as
of July 2000. Upon completion of the sale, this amount will be
credited to the Transition Cost Balancing Account (TCBA). For
PG&E, this $10 million has the benefit of reducing a future
liability that PG&E otherwise would have absent the sale of the
Kern Facility. Approval of the sale will free up these reserves
for other uses.

Under the terms of the Purchase/Sale Agreement, the Kern
Facility is being sold "as is." NAPG will bear the costs and
risks of restarting the facility, including a major
refurbishment of the power plant. As with PG&E's other
generation asset divestitures, PG&E will retain its existing
environmental liabilities for soil and groundwater contamination
to the extent caused by PG&E's operations on the site. The
Purchase/Sale Agreement may need to be amended in various
technical respects prior to closing, which are either technical
and non-material, or beneficial to PG&E.

             The Purchaser and the Bidding Procedure

NAPG is a privately held corporation headquartered in Englewood,
Colorado. NAPG subsidiaries have offices in Irvine, California.
NAPG was formed in late 1992 and began operations in 1993. NAPG
develops, owns and operates independent or non-regulated
electric generation and energy-related projects in the United
States and Canada, and is a full member of the Western Systems
Coordinating Council (WSCC). It currently owns (alone or in
partnership with others) and manages six power generation
facilities in California, whose combined output is approximately
158 MW. NAPG also has over 900 MW of sited and fully-permitted
power facilities ready for construction within the WSCC region.
NAPG also is the sponsor of over 300 miles of additional high
voltage transmission lines to improve WSCC reliability: NAPG has
no relationship to PG&E or its officers.

NAPG's stated plans in purchasing the Kern Facility are to
refurbish it and return it to operation as a power generation
plant. Having reviewed the Executive Order, NAPG believes it can
and will comply with the conditions stated in the Executive
Order.

PG&E did not initially anticipate that the purchaser would
restart and operate the Kern Facility. Rather, PG&E assumed that
the purchaser would develop new generation at the site. NAPG's
plans to restart the existing facility therefore required minor
amendments to the proposed Purchase/Sale Agreement, such as the
agreement to move a 70 kV bus structure and certain water lines.

The Purchaser has been determined as the highest and best bidder
pursuant to a bidding and auction process employed by PG&E after
PG&E determined that it was in its best interests to sell the
Kern Facility. The process had been used by PG&E and approved by
CPUC on previous occasions in connection with the divestiture of
generation assets.

The Kern Facility auction was advertised in the Wall Street
Journal and in letters to 300 power companies and real estate
developers. These entities had either expressed interest in the
property or were identified as potential purchasers. Interested
bidders were required to submit a statement of financial and
operational qualifications, including audited financial
statements, with an explanation how the purchase would be
financed, among other items of information. PG&E then provided a
Confidential Memorandum and form of Purchase and Sale Agreement
to all qualified bidders, which provided an overview of the Kern
Facility and the required contractual provisions. All qualified
bidders were eligible to submit bids. NAPG prevailed because it
presented the highest bid at the auction. The terms of the sale
are substantially the same as those proposed to all bidders,
PG&E tells the Court. NAPG and PG&E then executed the Purchase
and Sale Agreement on August 14, 2000, subject to CPUC approval
pursuant to applicable provisions of the California Public
Utilities Code.

               CPUC's Refusal To Authorize The Sale
                  The Governor's Executive Order
                         Legislature Issues

The proposed sale of the Kern Facility was the subject of
proceedings before the CPUC prior to the filing of the PG&E
Chapter 11 case.

As a result of AB 1890, PG&E sold its fossil generation assets
through an auction process approved by the CPUC. Similar to
those sales, PG&E filed an application to sell the Kern Facility
with the CPUC on May 15, 2000, pursuant to California Public
Utilities Code Sections 367(b) and 851. The Office of Ratepayer
Advocates (ORA) did not oppose the application. The
Purchase/Sale Agreement was expected to be executed in August
2000. Consistent with usual practice, PG&E would then file a
Supplemental Filing announcing the results of the auction and
winning bidder upon execution of the Purchase/Sale Agreement.

On December 13, 2000, PG&E filed its Supplemental Filing
announcing NAPG as the winning bidder and indicating the intent
of NAPG to restart the Kern Facility.

Although ORA did not oppose PG&E's original application, it
responded to PG&E's Supplemental Filing by requesting that NAPG
be required to sell its entire output to PG&E for at least two
years at a price that reflects NAPG's actual operating costs.
NAPG met with ORA and eventually agreed to this condition.

On March 12, 2001, the CPUC issued a draft Decision. The draft
Decision held that the proposed sale of the Kern Facility was
barred by ABX 6, which amended California Public Utilities Code
Section 377. As amended, such Section 377 provides that "no
facility for the generation of electricity owned by a public
utility may be disposed of prior to January 1, 2006. The
commission shall ensure that public utility generation assets
remain dedicated to service for the benefit of California
ratepayers." The opinion also ordered PG&E to restart the Kern
Facility itself.

Both PG&E and ORA filed comments on the draft Decision, strongly
disagreeing with the conclusion that the sale was barred by ABX
6. In their comments, they noted that it is clear from the
language of ABX 6 that it was not intended to and does not
completely govern PG&E' s divestiture of utility property
through 2006:

    "While AB 1890 broadly applied to 'generation-related
     assets,' ABX 6, by contrast, applies only to 'facilities for
     the generation of electricity.' The intent behind AB 1890
     was to allow the utilities to recover 'stranded costs'
     associated with any assets that had once been associated
     with generation, whether or not they remained so associated.
     Simply stated, if the California Legislature had meant ABX 6
     to apply to all of the assets covered by AB 1890, it would
     have used the same language.

     Moreover, there is legislative history indicating that ABX 6
     was never intended to apply to a property such as the Kern
     Facility, which had not been operating or producing power
     for many years. The Legislature's intent in enacting ABX 6
     was to require PG&E and Southern California Edison to retain
     for a five-year period utility generation facilities that
     are currently in use to meet retail load. The purpose of the
     legislation was to preclude for a specified period the CPUC
     from approving a sale of the remaining utility generation to
     third parties. Thus, ABX 6 amended California Public
     Utilities Code Section 377 to read: "The commission shall
     ensure that public utility generation assets remain
     dedicated to service for the benefit of California
     ratepayers." (Emphasis added.) Accordingly, the target of
     ABX 6, for PG&E, was Diablo Canyon and PG&E's hydro
     facilities, both of which are sources of power that are
     currently in use and, according to ABX 6, should be
     dedicated to meeting retail load.

     The Bill Analysis prepared by the Senate Energy, Utilities
     and Communications Committee confirms the intended scope of
     the ABX 6. It states: "The generation assets in question -
     those that are retained by the utilities - are Pacific Gas
     and Electric Company's hydroelectric system and its Diablo
     Canyon nuclear plant, SCE's hydroelectric system, its
     interest in the San Onofre nuclear plant and its interest in
     the Mohave coal-fired plant in Arizona; and SDG&E's interest
     in the San Onofre nuclear plant."

     The Kern Facility, by contrast, ... having not been
     dedicated to service for the benefit of California
     ratepayers since 1994, was not subject to the disposition
     limitations in California Public Utilities Code Section 377
     ... The force of these arguments was acknowledged in a
     second draft CPUC Decision issued on March 27, 2001, holding
     that Section 377 did not apply to the Kern Facility."

Moreover, PG&E and ORA demonstrated to the CPUC that PG&E did
not have the financial capability to restart and operate the
Kern Facility. Restarting the facility would have required PG&E
to forego the revenue from the proposed sale and to expend
approximately $50-70 million to restart the Kern Facility and
millions more to operate it on an ongoing basis. The CPUC had
not provided for those expenditures in retail rates, nor was
PG&E able to raise the money from capital markets. PG&E believed
that NAPG was better positioned to restart the facility more
quickly and efficiently than PG&E. In fact, NAPG estimated that
it could have begun operating the plant as early as Summer 2001
had the sale been approved by the CPUC. Given the fact that NAPG
was willing to provide the output from the Kern Facility on a
cost-of service basis for a period of two years, to PG&E the
sale clearly amounted to the best option for all parties
involved, including California's ratepayers.

Nevertheless, on April 4, 2001, the CPUC issued its final
Decision holding that California Public Utilities Code Section
377 precluded the sale, and ordered PG&E to restore the Kern
Facility to operational status as soon as possible.

On April 16, 2001, PG&E filed an Application For Rehearing of
Decision 01-04-13004. NAPG also filed a Motion for
Reconsideration and Rehearing on April 16. In addition, NAPG
approached various legislators in an effort to resolve the issue
via new legislation. Although noticed several times on its
public meeting agenda, the CPUC delayed issuing a decision on
the two applications for rehearing. As of the date of this
Motion, the CPUC has not issued a decision addressing the
Applications for Rehearing filed by PG&E and NAPG.

The California Senate and Assembly eventually passed ABX2-19 on
July 12 and July 14, respectively. ABX2-19 would have exempted
the Kern Facility from California Public Utilities Code Section
377(b) and allowed the sale to NAPG to occur conditioned upon
NAPG entering into a contract approved by the CPUC to sell the
power produced by the Kern Facility at cost-based rates.
However, ABX2-19 was withdrawn before Governor Davis could sign
it.

Instead, on July 30, 2001, Governor Davis signed the Executive
Order pursuant to the California Emergency Services Act,
California Government Code 8559 and thereby at once mooted the
need for ABX2-19 and overrode the CPUC. The Executive Order
specifically found that "the prohibition against the sale of
generation assets in Public Utilities Code Section 377. . . was
not intended to apply to non-operational facilities" and that
the "failure to transfer the Kern Power Plant to the North
American Power Group for operation will prevent, hinder, and
delay mitigation of the effects of the energy shortage
emergency." The Executive Order therefore suspended "any order
or decision of the CPUC prohibiting or restricting PG&E from
transferring its Kern Power Plant...?"

The Executive Order further requires that as a condition of the
sale, NAPG must enter into one or more contracts to sell the
power generated by the refurbished Kern Facility to the
California Department of Water Resources (DWR) or any other
creditworthy California entity for distribution to California
ratepayers on a cost-of-service basis for at least five years.
NAPG has unambiguously indicated that it believes it can and
will meet this condition of the Executive Order, and has
committed to engage in best-efforts negotiations for such
contract(s) with DWR and any other applicable entities
commencing promptly within five business days after the
Bankruptcy Court's entry of an order approving the sale of the
Kern Facility to NAPG.

Finally, the Governor's Executive Order provides that PG&E
should obtain the Bankruptcy Court's approval of the proposed
sale.

PG&E tells Judge Montali that, given the Governor's Executive
Order waiving the applicability of ABX 6 to the Kern Facility,
the issue of legislative intent as it affects the sale of the
Kern Facility has been mooted. Nevertheless, PG&E reserves the
right to challenge the legality and constitutionality of ABX 6
as it would apply to PG&E's operating generating facilities that
were removed from CPUC regulation by operation of state law in
effect prior to ABX 6. (Pacific Gas Bankruptcy News, Issue No.
16; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: U.S. Trustee Gripes About Questionable Fees
--------------------------------------------------------
Questionable costs totaling more than $1 million -- including a
flight to London and a private Internet site for 11 people --
have drawn the attention of the government's official overseer
in the Pacific Gas and Electric Co. bankruptcy case, according
to the Sacramento Bee.

U.S. Bankruptcy Trustee Linda Ekstrom Stanley asked a judge to
reject or get explanations for dozens of billings by the lawyers
and accountants who have been making money on the utility's
financial problems. Among the challenged charges to the PG&E
bankruptcy estate: $63,850, submitted by the accounting firm of
PricewaterhouseCoopers for preparing its fee application.

U.S. Bankruptcy Judge Dennis Montali set a hearing today to
consider lawyer and accountant fee applications totaling about
$13.6 million. They cover work done by outside professionals
between April 6, when the utility filed for bankruptcy
protection, and July 31.

Still to come is a bill from another law firm that's working on
the bankruptcy case for PG&E. The total also does not cover
professional fees connected to the case that won't be paid from
the bankruptcy estate, including about $500,000 billed by the
state Public Utility Commission's New York law firm and about
$300,000 billed by the Sacramento lawyer who represents the
Department of Water Resources. Most of the bills challenged by
Stanley involve apparent overstaffing, duplication of effort or
non-reimbursable costs such as overhead and travel time. (ABI
World, October 18, 2001)


POLAROID CORP: Intercompany Claims Accorded Superpriority Status
----------------------------------------------------------------
According to Polaroid Corp. Executive Vice President Neal D.
Goldman, the Debtors' books and records reflect numerous inter-
company account balances among various Debtors as of the
Petition Date. Since then, Mr. Goldman informs the Court, all
pre-petition inter-company account balances have been frozen and
the treatment of those claims will be determined as part of an
overall reorganization plan for the Debtors.

By this motion, the Debtors ask Judge Walsh that all inter-
company claims -- against a Debtor by another Debtor arising
after the Petition Date as a result of inter-company
transactions and allocations -- be accorded superpriority
status, with priority over any and all administrative expenses.
The Debtors request that these inter-company claims should be
subordinate only to:

   (a) the priorities, liens, claims and security interests
       granted under any DIP financing facility approved by this
       Court or any order granting adequate protection to the
       pre-petition secured lenders; and

   (b) other valid liens.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
in Wilmington, Delaware, explains this will ensure that each
individual Debtor will not, at the expenses of its creditors,
fund the operations of another entity.  If Post-petition
Intercompany Claims are accorded superpriority status, Mr.
Galardi says, each individual Debtor on whose behalf another
Debtor has utilized funds or incurred expenses will continue to
bear ultimate repayment responsibility, thereby protecting the
interests of each Debtor's creditors.

Convinced that the relief requested is appropriate, Judge Walsh
authorizes the Debtors to continue to engage in inter-company
transactions provided, however, that the Debtors are directed to
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.

According to Judge Walsh, all inter-company claims between and
among the Debtors arising after the Petition Date shall be
accorded priority over any and all administrative expenses,
subject and subordinate to the priorities, liens, claims and
security interests granted under any DIP Facility or any order
authorizing adequate protection to the pre-petition lenders.
(Polaroid Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


POLAROID: NYSE Suspends Trading & Moves to Delist Securities
------------------------------------------------------------
The New York Stock Exchange announced that it determined that
the common stock of Polaroid Corporation -- ticker symbol PRD --
as well as the Company's 11.5% notes due February 15, 2006 --
ticker symbol PRD 06 -- should be suspended immediately.

The Company has a right to a review of this determination by a
Committee of the Board of Directors of the Exchange. The Company
has advised the NYSE that it intends to seek to trade its common
stock on the OTC Bulletin Board. Application to the Securities
and Exchange Commission to delist the issues is pending the
completion of applicable procedures, including any appeal by the
Company of the NYSE staff's decision.

The Exchange's action is being taken in view of the October 12,
2001 announcement that the Company and its U.S. subsidiaries
have filed voluntary petitions for reorganization under Chapter
11 of the U.S Bankruptcy Code in the U.S. Bankruptcy Court in
Wilmington, Delaware.

The Company has also fallen below the NYSE's continued listing
standard regarding the average closing price of a security less
than $1.00 over a consecutive 30 trading - day period, and is
demonstrating an abnormally low share price.

The NYSE noted that it may, at any time, suspend a security if
it believes that continued dealings in the security on the NYSE
are not advisable.


QUAKER COAL: AEP Buys Assets For $101MM After Plan Confirmation
---------------------------------------------------------------
American Electric Power (NYSE: AEP) announced that the U.S.
Bankruptcy Court for the Eastern District of Kentucky has
approved the company's reorganization plan for the Quaker Coal
Co.  As a result, AEP will acquire substantially all the assets
of Quaker in resolution of the Chapter 11 bankruptcy proceedings
initiated by Quaker.

The AEP plan was one of three alternatives considered by the
court.  AEP filed the plan as an unsecured creditor of Quaker
Coal.

AEP will pay $101 million to creditors for Quaker assets that
include surface and coal mining operations and associated
facilities and coal reserves in Kentucky, Ohio and West
Virginia; coal reserves in Pennsylvania; and interests in
Colorado.  AEP also will assume associated liabilities of $47
million.  AEP will continue to operate Quaker's active mines and
associated businesses, which employ approximately 840 people.

"We have significant experience in the ownership and successful
operation of coal mines and associated businesses," said Dwayne
L. Hart, senior vice president - business development for AEP
Energy Services Inc.  "This was an opportunity to purchase
assets at a reasonable price."

"We believed our plan was a good plan, and that of the three
plans filed with the court, ours provided greater value and
certainty for creditors," said Charles A. Ebetino, Jr., AEP's
senior vice president - mines.   "The court agreed."

Acquisition of the Quaker mines is expected to increase AEP's
coal production by approximately 7 million tons.

AEP also maintains ownership interests in lignite reserves in
east Texas and northwestern Louisiana. AEP's Southwestern
Electric Power Co. (SWEPCO) subsidiary operates the Dolet Hills
Lignite Co. in Mansfield, La., which produces approximately 3
million tons of lignite per year for the nearby Dolet Hills
Power station, which is co-owned by SWEPCO and CLECO Power LLC
(Cleco) and operated by Cleco.

AEP Energy Services Inc. is a subsidiary of AEP involved in
trading and marketing energy commodities, including electric
power, natural gas, natural gas liquids, oil, coal and sulfur
dioxide allowances in North America and Europe.

American Electric Power is a multinational energy company based
in Columbus, Ohio. AEP owns and operates more than 38,000
megawatts of generating capacity, making it America's largest
generator of electricity. The company is also a leading
wholesale energy marketer and trader, ranking second in the U.S.
in electricity volume with a growing presence in natural gas.
AEP provides retail electricity to more than 7 million customers
worldwide and has holdings in the U.S. and select international
markets. Wholly owned subsidiaries are involved in power
engineering and construction services, energy management and
telecommunications.


SNV GROUP: Seeks Court Protection Under CCAA in British Columbia
----------------------------------------------------------------
SNV Group Ltd. announced that both SNV and its wholly owned
subsidiary SNV International Ltd. have filed with the British
Columbia Supreme Court for protection from their creditors under
the Companies' Creditors Arrangement Act, pending the
finalization and filing of a Plan of Arrangement.

SNV is currently in negotiations with its bank, and will soon
commence negotiations with its suppliers and other stakeholders,
in an attempt to restructure its financial obligations in a
manner which would enable it to continue to provide service to
its customers.  During the restructuring period, SNV expects to
be able to honour all bookings made by customers to-date.

The Court has appointed Ernst & Young Inc. to act as monitor to
oversee the restructuring process.  The Board of Directors of
SNV supports this initiative and is committed to working with
Ernst & Young Inc. and SNV's stakeholders.

Throughout the past year, SNV has been in discussions with
potential strategic partners with respect to a possible merger
or other transaction. SNV intends to continue these discussions
into the restructuring period and is hopeful that it will be
able to make arrangements to restructure its business.

SNV provides a professional link between Canadian tourism
products and an international business network of tour
wholesalers, travel agents, airlines and other tourism-related
partners.  SNV is headquartered in Vancouver, with a group and
incentive operations office in Montreal and sales service
offices in the United Kingdom and France.


SEMICONDUCTOR LASER: Files Chapter 11 Petition in N.D. New York
---------------------------------------------------------------
Semiconductor Laser International Corporation (SLI) (OTC
Bulletin Board: SLIC) Thursday filed a voluntary petition for
reorganization under Chapter 11 with the Northern District of
New York Bankruptcy Court.

SLI was unable to reach an accommodation with its major bank
creditor BSB Bank & Trust Company and as a result of this and
other factors was compelled to seek reorganization with the
Bankruptcy Court in order to sustain operations.

The United States Bankruptcy Judge granted SLI's request on an
interim basis to continue its normal manufacturing operations
and pay vendor's claims arising after the date of the filing in
the ordinary course of business. This authorization will allow
SLI to continue to employ its workforce while it seeks
additional licensing revenue and capital funding.

Geoffrey T. Burnham, President and Chief Executive Officer of
SLI stated: "SLI is currently in negotiations with three
separate entities that could provide SLI with a combination of
asset-based financing, licensing fees and joint venture
opportunities.  For the immediate future, I do not see any
substantial changes to our production, sales and marketing, as
we continue to manufacture products for our current and future
customers, assuming the interim bankruptcy order remains in
effect.  We are optimistic that this filing will give us the
time necessary to reorganize SLI and to work out a financing to
replace BSB Bank and Trust.  We do not expect to see any
significant changes to our personnel as we continue to
manufacture and ship products to our customers.  We hope that
all of our customers and suppliers will continue to work with us
through this transition period.  Of course there can be no
assurance that we can identify additional sources of financing
or sustain our operations."

SLI is a company dedicated to the quality manufacturing and
production of high power semiconductor diode lasers. SLI's
products have potential uses for automotive, dental, medical,
telecommunications, optical data storage, DVD, printing and
military applications.


SEMICONDUCTOR LASER: Chapter 11 Case Summary
--------------------------------------------
Debtor: Semiconductor Laser International Corp.
         dba SLI
         15 Link Drive
         Binghamton, NY 13904

Chapter 11 Petition Date: October 18, 2001

Court: Northern District of New York

Bankruptcy Case No.: 01-66208

Judge: Stephen D. Gerling

Debtor's Counsel: Robinson Brog Leinwand, Esq.
                   1345 Avenue of the Americas
                   New York, NY 10105
                   212-586-4050


TELECOM COMMS: Capital Deficiency Raises Doubt About Survival
-------------------------------------------------------------
The management of Telecom Communications of America estimates
that $50,000 is needed to effectively expand and operate the
company for the first year. Although the Company has operated
successfully for seven years, ownership draws have produced a
capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.  The future is
unpredictable.

The financial statements are presented on the going concern
basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business.

The Company's ability to continue as a going concern must be
considered in light of the problems, expenses, and complications
frequently encountered by entrance into established markets and
the competitive environment in which the Company operates. The
financial statements do not include any adjustments that might
result from this uncertainty.


TRANSTECHNOLOGY: Needs to Complete Debt Refinancing in Q4
---------------------------------------------------------
TransTechnology Corporation (NYSE:TT) reported a loss from
continuing operations of $1.6 million for the second fiscal
quarter ended September 30, 2001 compared to a loss of $865
thousand for the same period one year ago.

Results for fiscal 2002's second quarter represent the first
time that the company has reported only its Aerospace Products
segment as continuing operations. The company's Industrial
Products segment is reported as discontinued operations in both
the current and year ago periods. The second quarter results for
fiscal 2002 included a $.13 per share charge for severance
associated with restructuring the corporate office in connection
with the company's divestiture program and $.11 per share for
fees associated with the company's forbearance agreements with
its senior lenders. Including a loss from discontinued
operations of $41.4 million, or $6.71per share, the company
reported a net loss for the second quarter of fiscal 2002 of $43
million, or $6.96 per share. For the same period last year the
company reported a net loss of $1.9 million, or $.30 per share.

Sales for the second quarter of fiscal 2002, which include only
the company's aerospace businesses, increased 6% to $19.3
million from $18.1 million in the same quarter a year ago.

For the six months ended September 30, 2001, the company
reported a loss from continuing operations of $1.9 million, or
$.30 per share, compared to $1.9 million or $.30 per share, in
the prior year's six month period. For the first half of fiscal
2002 the company reported a loss from discontinued operations of
$40.3 million, or $6.53 per share. For the same period of the
prior year the company reported a loss from discontinued
operations of $641 thousand, or $.11 per share. The net loss for
the six months ended September 30, 2001 was $42.2 million or
$6.83 per share, compared to a net loss of $2.5 million or $.41
per share in the prior year's six month period. Sales for the
first six months of fiscal 2002 were $41.0 million compared to
$35.8 million in the prior year's same period.

             Industrial Products Segment Reclassified
                   as Discontinued Operations

As a result of the company's decision to sell all of the
businesses in its Industrial Products segment, all of the
financial results of that segment have been classified as
discontinued operations and the reported results of operations
for the five prior years have been or will be recast as well.

As a result, continuing operations includes only the results of
the Breeze-Eastern rescue hoist and cargo hook business, the
Norco hold-open rod business, and the Aerospace Rivet
Manufacturer's operation.

The loss from discontinued operations reported for the second
quarter includes the gain realized on the sale of the hose clamp
business in July 2001, the anticipated loss on the pending sale
of the engineered components business, an increase in the losses
anticipated upon the sale of the various retaining rings
businesses, the forecasted operating income and interest expense
allocated to the industrial products segment through the
anticipated closing dates of the divestitures of those units as
well as their actual results and allocated interest expense for
the first half of fiscal 2002, and the write-off of all
remaining senior debt origination fees, and the recognition of
"mark to market" losses on certain interest rate swaps required
under the senior lending agreement.

These costs aggregated $61.1 million before taxes or $41.4
million after taxes. No corporate office expenses, even those
directly attributable to supporting the discontinued operations
or those expected to result from the restructuring program, have
been reclassified as discontinued nor have any future corporate
office costs been included in calculating the amount of the
estimated losses from discontinued operations. All of the assets
allocable to the businesses included in discontinued operations
are now included on the balance sheet as assets held for sale.

         Aerospace Business Shows Continuing Strength

The company's aerospace businesses reported sales 6% stronger
and operating profits (before corporate or other expenses) 23%
higher during the second quarter of fiscal 2002 than in the
prior year's second quarter. A favorable mix of repair and
overhaul business to new equipment deliveries resulted in strong
operating profit growth at Breeze Eastern on flat sales, while
Norco reported a 14% sales increase and a 20% gain in operating
income for the quarter. Aerospace Rivet reported a 15% increase
in sales and operating income for the quarter. As a result of a
strong year to date book to bill ratio in excess of 110% at each
unit, the backlog of orders at the aerospace products businesses
has increased 22% to $55 million during the first half of this
fiscal year.

Michael J. Berthelot, Chairman and Chief Executive Officer of
the company, said, "The outlook for the future of our aerospace
business remains strong. Because 75% of our aerospace business
is defense oriented, we do not see a significant impact to our
future operations from the expected slowdown in the commercial
airframe industry. Of the 25% of our business that is related to
the commercial aviation industry, 25% is maintenance and after-
market sales with the remaining 75% going directly or indirectly
to airframe manufacturers around the world, including both
commercial and business jets. We would expect a 20% reduction in
commercial air traffic and airframe builds to equate to a $5
million per year reduction in revenues from these markets. At
the same time, however, we anticipate that increased military
spending, once ramped-up, will offset most, if not all, of these
possible lost revenues."

                   Restructuring Process

In August the company reported that it had entered into a
definitive agreement to sell its engineered components business
to a company formed by affiliates of Kohlberg & Company, L.L.C.
for $122.5 million. Earlier this month the company reported
that, due to uncertainties as to the economy, the financial
markets, and the domestic automobile industry, the buyer's
lenders had requested more time to analyze the impacts of the
September tragedies upon the transaction. The company expects to
complete the transaction sometime in the month of October.

The company also reported that it had determined that it would
maximize the value of its retaining ring business by selling the
business in separate pieces rather than as a single entity. To
that end, the company is now in negotiations with several
parties to sell the four retaining ring units in separate
transactions. As a result of the continuing decline in the US
and global economies, the company, in the second quarter,
increased the losses anticipated upon the sale of the retaining
ring businesses. The company expects to complete the sale of the
individual retaining rings businesses during the third or fourth
fiscal quarters.

Mr. Berthelot said, "The ability to finance acquisitions and the
values ascribed to those transactions have all been negatively
impacted by the uncertainty and economic disruptions following
the events of September 11 and the generally weakening economy
that preceded them. While we remain committed to our divestiture
program, it is clear that the process is taking longer than we
would like. At the same time, the values for the targeted
divestitures indicated in today's market are also depressed by
the weak short-term economic outlook and increasingly tightened
credit markets. It is a difficult environment in which to
complete our divestitures, however, we will continue to pursue
each of these transactions with an eye on balancing their
benefits amongst our shareholders, creditors, employees,
customers and communities."

The company also stated that, as a result of the lowered price
expectations from its divestitures, it now expected to carry a
higher debt load following the restructuring than originally
anticipated.

Joseph F. Spanier, Vice President and Chief Financial Officer,
said, "Based upon our current estimates of proceeds from the
sale of our remaining fastener businesses, we expect to reduce
our outstanding debt from today's $222 million to approximately
$50 million upon the completion of our divestiture program. This
debt load would be about 3 times the annual EBITDA level we
would expect to generate at that time, compared to the 5.5 times
level we currently carry, and would be well within today's more
stringent lending guidelines, allowing us to refinance the
remaining 16% subordinated debt at a substantially lower rate.
With the strong internal generation of cash flow from our
aerospace businesses, low capital spending requirements, no cash
payments of taxes, and a short-term focus upon continuing debt
reduction rather than acquisition, we expect to be in a strong
financial position by the end of this fiscal year."

              Third and Fourth Quarters Reliant
            on Completion of Restructuring Program

Mr. Berthelot continued, "Our results for the third and fourth
quarter of this fiscal year will be heavily influenced by our
ability to complete our restructuring and divestiture programs
in a timely manner. It is our expectation that the most
significant divestitures will be completed during the third
quarter, allowing us to spend the fourth quarter completing the
restructuring of our corporate office, the refinancing of our
remaining debt, and eliminating the heavy forbearance fees we
have recognized during the first half of this fiscal year. We
believe that our return to sustained levels of profitability is
near, and we are completely focused upon achieving this goal
sooner rather than later, so that we can deliver the true value
of this company to its shareholders."

TransTechnology Corporation designs and manufactures aerospace
products with over 380 people at its facilities in New Jersey,
Connecticut, and California. Total aerospace products sales were
$81 million in the fiscal year ended March 31, 2001.


UNITED AIRLINES: Must Stem Losses or Go Out of Business in 2002
---------------------------------------------------------------
United Airlines' chief executive James Goodwin says the carrier
will go out of business sometime next year if it cannot soon
stem huge losses that have worsened dramatically since September
11.

His comments came as United continues to slash its schedule and
work force to cope with the drastic decline in air travel caused
by last month's terrorist attacks. Even with a US$15B industry
bailout, officials have speculated that bankruptcy was imminent
for weaker carriers, although they did not name them.  Even
before the attacks, the nation's second-largest airline was
projected to lose US$1B this year because of the economic slump,
a fall in business travel and lingering labor and serviced woes.

Last week, United said financial losses stemming from the
attacks and subsequent grounding of its fleet probably will
exceed the company's share of aid coming from a federal bailout
package, so far, US$390 million of an expected US$800 million.


UNITED AIRLINES: Labor Unions Lash-Out at Goodwin's Warning
-----------------------------------------------------------
The warning by United Airlines' chief executive that the carrier
is in danger of going out of business prompted criticism from
its labor unions and sent the stock plunging to its lowest price
in more than a decade, according to the Associated Press.

United shares fell 10 percent after James Goodwin said in a
letter to employees that it would stop flying sometime next year
if the airline doesn't stop "hemorrhaging" cash at the current
pace, which accelerated after the Sept. 11 attacks.

Labor officials representing United employees angrily dismissed
the warning as a "Chicken Little letter" - a scare tactic
intended to force a reopening of its costly labor contracts or
at least gain leverage in negotiations with 15,000 mechanics and
30,000 ramp and customer service workers.

Tom Buffenbarger, president of the International Association of
Machinists (IAM) and Aerospace Workers, attacked Goodwin for an
"alarmist rant" that undercut passenger confidence in air travel
just when it was beginning to return.

IAM spokesman Frank Larkin said United's management might also
be trying to get more money out of the government, which already
rescued the airline industry with a $15 billion package designed
to stave off bankruptcies.  Herb Hunter, union leader for United
pilots, said the letter raised troubling questions --
particularly since bookings are high again.

Analysts estimate that United is losing as much as $20 million a
day and risks burning through its cash by next summer. But with
schedules, fares and workforce levels all in flux, they said
it's impossible to assess exactly how badly it's doing or how
full its planes need to be in order for it to break even. (ABI
World, October 18, 2001)


VERSATEL TELECOM: Tender Offer Has S&P Keeping Watch On Ratings
---------------------------------------------------------------
Following an exchange offer announcement by Netherlands-based
telecommunications operator Versatel Telecom International N.V.
(Versatel), Standard & Poor's placed its single-'B'-minus long-
term corporate credit and senior unsecured debt ratings on
Versatel on CreditWatch with developing implications.

The CreditWatch placement follows Versatel's announcement of its
proposed exchange offer and consent solicitation covering all of
the company's outstanding high-yield and convertible debt. Under
the terms of the proposal, bondholders are being offered a mix
of cash and convertible shares in exchange for their notes.

Standard & Poor's does not consider the tender offer to be
coercive. Given the company's existing level of cash balances
and the anticipated cash balances that will remain subsequent to
the completed offer, bondholders do not face the prospect of
imminent default by Versatel if they do not participate in the
exchange.

That said, there is a need to assess the ramifications of a
weakened covenant package pertaining to the bonds that
could remain outstanding in Versatel's capital structure after
the offer is completed. Moreover, Standard & Poor's will need to
review Versatel's pro forma business, as well as its strategic
direction, in the light of a successful completion of the bond
exchange.

If the offer proves successful, Versatel will have a less
leveraged balance sheet and enhanced financial flexibility,
which could support an improvement in credit quality.

Standard & Poor's expects to meet with management in the near
term to clarify Versatel's intentions in respect of the weakened
covenant package and revised business model. The CreditWatch
status will be resolved after the financial and business risks
arising from the exchange offer can be better assessed.


* BOND PRICING: For the week of October 22 - 26, 2001
-----------------------------------------------------
Following are indicated prices for selected issues:

Algoma Steel 12 3/8 '05                8 - 10(f)
Amresco 9 7/8 '05                     22 - 25(f)
Asia Pulp & Paper 11 3/4 '05          23 - 25(f)
AMR 9 '12                             90 - 92
Bethelem Steel 10 3/8 '03             13 - 16(f)
Chiquita 9 5/8 '04                    75 - 77(f)
Conseco 9 '06                         59 - 60
Global Crossing 9 1/8 '04             18 - 20
Level III 9 1/8 '04                   37 - 40
McLeoad 11 3/8 '09                    29 - 31
Northwest Airlines 8.70 '07           70 - 72
Owens Corning 7 1/2 '05               35 - 37(f)
Revlon 8 5/8 '08                      44 - 46
Royal Caribbean 7 1/4 '18             64 - 68
Trump AC 11 1/4 '06                   62 - 64
USG 9 1/4 '01                         71 - 73(f)
Westpoint 7 3/4 '05                   30 - 32
Xerox 5 1/4 '03                       81 - 83

                           *********

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

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

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

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

                           *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Ronald P. Villavelez and Peter A. Chapman, Editors.

Copyright 2001.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

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

                      *** End of Transmission ***