TCR_Public/011029.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 29, 2001, Vol. 5, No. 211


ALGOMA STEEL: CCAA Protection Extended Until December 10
ALLIED RISER: Nasdaq Halts Delisting, Anticipating Cogent Merger
AMAZON.COM: S&P Affirms Junk Rating as Revenue Growth Declines
ANACOMP INC: Case Summary & 20 Largest Unsecured Creditors
ANACOMP: First Day Motions & Orders Maintain Business as Usual

ATMEL CORP: S&P Sees Deterioration, Prompting B and CCC+ Ratings
AUSTRIA FUND: Stockholders Approve Proposed Winding-Up Plan
BE AEROSPACE: S&P Says Outlook Negative in Aftermath of Sept. 11
BE INC: Seeking Stockholders' Approval of Dissolution Plan
BETHLEHEM STEEL: Gets Okay to Pay $57MM Critical Vendor Claims

BURNHAM PACIFIC: Amends Agreement to Sell Eighteen Properties
COMSTOCK RESOURCES: S&P Concerned About DevX Acquisition Effects
CONTINENTAL AIRLINES: Leave Program to Avert Employees Furloughs
COVAD COMMS: Asks Court to Set Confirmation Hearing for Dec. 12
COVAD COMMS: Cost Control Efforts Yield Results Improvement

CYPRESS SEMICON: Data Networking Stress Spurs S&P Downgrades
DONCASTERS LTD: S&P Downgrades Credit Rating a Notch to BB-
E-LOT: Expects to Secure Internet Lottery Purchase System Patent
ELITE TECHNOLOGIES: Ability to Continue Dubious, Auditors Say
EXIDE TECHNOLOGIES: Begins Discussions for Covenants Waiver

EXODUS COMMS: Seeks Okay to Give Utilities Adequate Assurance
FEDERAL-MOGUL: Wants to Extend Loans to Foreign Subsidiaries
FEDERAL-MOGUL: Reaffirms Commitment to National Hot Rod Assoc.
FISHER COMMS: Asks Lenders to Waive Default on Credit Facilities
FOREST & MARINE: Expects Canadian Lender to Waive Loan Default

FRUIT OF THE LOOM: Exclusive Period Hearing Set For November 9
GENERAL BINDING: Seeks Amendment to Credit Facility Agreement
HEARME: Liquidation and Winding-Up Proceedings Begin
INTEGRATED HEALTH: Court Okays Agreements with Senior Officers
LTV CORP: Selling Mining Assets to Cliffs for $25MM + Debts

OJSC OIL: S&P Assigns B Rating to Proposed ABN Amro Facility
PACIFIC GAS: Will Assume PPA with Cardinal Cogen as Amended
POLAROID CORP: Gets Court's Nod to Pay Prepetition Shipping Fees
QUALITY STORES: Bankruptcy Filing Has S&P Giving Out D Ratings
SAFETY-KLEEN: Signs Employment & Indemnity Pacts with New CAO

SIERRA HEALTH: Lenders Waive Covenants re One-Time Charges
STARTEC GLOBAL: New Shares Authorized to Firm-Up Debt Workout
SUN HEALTHCARE: Court Okays Gazes to Prosecute Avoidance Actions
SUNTERRA CORP: Will Make Adjustments to 2000 Earnings Statement
SWISSAIR: Seeking Options to Fund Salaries & Severance Benefits

TIOGA TECHNOLOGIES: Falls Short of Nasdaq Listing Requirements
TRI-NATIONAL: Case Summary & 20 Largest Unsecured Creditors
USG CORP: Lower SHEETROCK Prices Contribute to Low Net Earnings
UNITED AIRLINES: Flight Attendants Call For Goodwin Replacement
UNITRONIX: Must Seek Financing Options to Ensure Continuance

W.R. GRACE: Equity Panel Hires Kramer Levin as Lead Counsel
WHEELING-PITTSBURGH: Wants Third Extension of Exclusive Periods

* BOND PRICING: For the week of October 29 - November 2, 2001


ALGOMA STEEL: CCAA Protection Extended Until December 10
Algoma Steel Inc. (TSE: ALG) has been granted an extension of
its protection under the Companies' Creditors Arrangement Act to
December 10, 2001. That date was chosen to allow time for
meetings of creditors to approve Algoma's restructuring plan.

Algoma expects to mail materials for the meetings in early

Algoma Steel Inc., based in Sault Ste. Marie, Ontario, is
Canada's third largest integrated steel producer.  Revenues are
derived primarily from the manufacture and sale of rolled steel
products including hot and cold rolled sheet and plate.

ALLIED RISER: Nasdaq Halts Delisting, Anticipating Cogent Merger
Allied Riser Communications Corporation (Nasdaq: ARCC) announced
that it has notified 19 employees that their employment will be
terminated within the next 60 days in contemplation of ARC's
pending merger with Cogent Communications Group, Inc.  The
employees, who comprise approximately 26% of ARC's workforce,
will remain with the company through December 21, 2001 unless
the merger is completed before that date.

In addition, the Nasdaq has notified ARC that delisting
proceedings based on the company's non-compliance with the
continued listing requirements of the Nasdaq National Market
rules will not be initiated at this time in light of the pending
Cogent merger.

The Nasdaq indicated that the delisting matter would be
reinitiated if the merger has not been consummated by January 2,

ARC, headquartered in Dallas, is a provider of data
communications services in commercial office buildings across
the United States and in Canada. Cogent, headquartered in
Washington, D.C., is a privately held next generation optical
ISP focused on delivering ultra-high speed Internet access and
transport services to businesses in the multi-tenant marketplace
and to service providers located in major metropolitan areas
across the United States.

AMAZON.COM: S&P Affirms Junk Rating as Revenue Growth Declines
Standard & Poor's revised its outlook on to negative
from stable.

At the same time, Standard & Poor's affirmed its single-'B'
corporate credit and senior unsecured debt ratings and its
triple-'C'-plus subordinated debt rating on the company.

The outlook revision is based on Standard & Poor's concern about
Amazon's decelerating revenue growth, which makes reversing its
historical operating losses much more challenging.

In addition, the company's cash position is declining. On a
year-over-year basis, reported flat sales in the
third quarter of 2001 after only generating 15% revenue growth
in the second quarter and 22% in the first quarter, and it has
also lowered its guidance for fourth quarter growth.

The company's sales grew 68% in 2000 and 169% in 1999. also announced that it expects to have only $550
million of cash and marketable securities at March 31, 2002,
which is below Standard & Poor's expectations and is less than
the $643 million it had on the balance sheet at March 31, 2001.

The ratings on reflect the risks of rapid growth in
an evolving marketplace, ongoing operating losses, and a heavy
debt burden. These risks are tempered by the company's position
as the leading on-line retailer of books and music. has been successful in creating a strong brand, which
is critical to the long-term success of any retailer selling
goods through the Internet. Its active customer list grew 26% to
23 million in the 12 months ended September 30, 2001, over the
same period in 2000. The company expects to report a small
profit in the fourth quarter of 2001 on a pro forma basis.

However, Standard & Poor's believes the company needs to
continue to increase its customer base in a very difficult
retail environment in order to reach the critical mass necessary
to achieve meaningful positive operating income. The company had
sales of $2,979 million over the past 12 months versus funded
debt of $2,188 million.

                      Outlook: Negative

Ratings could be lowered if significant revenue growth is not
evidenced in the near term or if the company does not generate a
profit in the fourth quarter on a pro forma basis. Any
significant decline in cash could trigger a review of the

ANACOMP INC: Case Summary & 20 Largest Unsecured Creditors
Debtor: Anacomp, Inc., an Indiana Corporation
        12365 Crosthwaite Circle
        Poway, CA 92064
        Tel: (858) 679-9797
        fka DatagraphiX
        fka docHarbor
        fka First Image

Type of Business: Anacomp is a leading document-management
                  provider, offering a broad range of document-
                  management services. They specialize in using
                  web-based and media-based technologies to
                  provide efficiencies that help its customers
                  maximize the value of their important

Chapter 11 Petition Date: October 19, 2001

Court: Southern District of California

Bankruptcy Case No.: 01-10821-PB

Judge: Peter W. Bowie

Debtor's Counsel: Michelle C. Campbell, Esq.
                  Klee, Tuchin, Bogdanoff & Stern LLP
                  1880 Century Park East, Suite 200
                  Los Angeles, California 90067
                  Telephone Number: (310) 407-4000
                  Facsimile Number: (310) 407-9090

Total Assets: $211,764,000

Total Debts: $469,165,000

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Franklin Advisers, Inc.     Bondholder            $101,300,000
777 Mariners Island Blvd.
San Mateo, CA 94403
Fred Fromm
Phone: (650) 312-3005
Fax: (650) 312-3035

Morgan Stanley Dean         Bondholder            $42,650,000
Witter Advisors
75 Varick Street
3rd Floor
New York, NY 10013
Francisco Ghiglino
Phone: (212) 343-8692

Lloyd I. Miller             Bondholder            $31,395,000
4550 Gordon Drive
Naples, FL 34102
Lloyd I. Miller
Phone: (941) 262-8577
Fax: (941) 262-8025

Grace Brothers              Bondholder            $26,700,000
1560 Sherman Ave.
Suite 1900
Evanstown, IL 60201
Bradford Whitmore
Phone: (847) 733-1230
Fax: (847) 733-0339

Grandview Capital Mgmt.     Bondholder            $15,920,000
820 Manhattan Ave.
Manhattan Beach, CA 90266
Robert Sydow
Phone: (310) 376-5274
Fax: (310) 376-5206

Romulus Holdings            Bondholder            $14,100,000
20 Rock Ridge Circle
New Rochelle, NY 10804
Steven Singer
Phone: (914) 235-8800
Fax: (914) 235-8849

Alpine Associates           Bondholder            $12,970,000
100 Union Ave.
Cresskill, NJ 07626
Steve Sheldon
Phone: (201) 871-2200
Fax: (201) 871-2241

J.H Whitney & Co.           Bondholder            $10,500,000
177 Broad St., 15th Fl.
Stamford, CT 06901
Uma Rickheeram
Phone: (203) 973-1496
Fax: (203) 973-1286

SunAmerica, Inc.            Bondholder            $10,000,000
1 Sunamerica Center
Los Angeles, CA 90067
John Lapham
Phone: (310) 772-6822
Fax: (310) 772-6078

Commonwealth Advisers,      Bondholder            $4,020,000
247 Florida Street
Baton Rouge, LA 70801
Walter Morales
Phone: (225) 343-9342
Fax: (225) 343-1645

Lampe, Conway & Co.         Bondholder            $3,500,000
730 5th Ave.
New York, NY 10012
Steve Lampe
Phone: (212) 589-8989
Fax: (212) 589-8976

Lincoln Investment Mgmt.    Bondholder            $3,500,000
200 E. Berry St.
Fort Wayne, IN 46802
Amy Gibson
Phone: (219) 455-2000
Fax: (219) 455-2200

SKC America Inc.            Trade Creditor        $3,168,332
307 N. Pastoria Ave.
Sunnyvale, CA 94086
Jeff Turner
Phone: (800) 421-3516
Fax: (408) 730-9778

Indosuez Capital Asset      Bondholder            $3,000,000
1211 Ave of Americas
New York, NY 10036
Richard Hom
Phone: (646) 658-2200
Fax: (646) 658-2001

LibertyView Capital Mgmt.   Bondholder            $2,000,000
101 Hudson St. 37th Fl.
Jersey City, NJ 07302
Alan Mark
Phone: (201) 200-1199
Fax: (201) 200-1982

Deltec Asset Mgmt.          Bondholder            $1,500,000
645 5th Ave 18th Fl.
New York, NY 10022
Linen Grunder
Phone: (212) 546-6298
Fax: (212) 546-6657

Eastman Kodak Co.           Trade Creditor        $1,424,758
343 State Street
Rochester, NY 14650
Mike Barrett
Phone: (716) 724-3138
Fax: (716) 724-4501

Highland Capital Mgmt.      Bondholder              $500,000
6077 Primacy Pkwy. Ste. 228
Memphis, TN 38119
Mark Fleck
Phone: (901) 761-9500
Fax: (901) 761-5631

MFS Investment Mgmt.        Bondholder              $500,000
500 Boylston St. 24th Fl.
Boston, MA 02116
Robert Manning
Phone: (617) 954-5952
Fax: (617) 954-6604

Xerox Corporation           Trade Creditor           $78,121

ANACOMP: First Day Motions & Orders Maintain Business as Usual
Anacomp, Inc. (OTC Bulletin Board: ANCO), a leading provider of
document-management and technical services, announced that it
has received Bankruptcy Court approval for a series of court
motions that will allow the Company to continue its business
without interruption during its voluntary reorganization under
Chapter 11.

"We are very pleased by the Court's prompt action," said Phil
Smoot, President and Chief Executive Officer of Anacomp.  "This
means we will be able to continue to meet obligations to our
suppliers, customers and employees; that day-to-day business
will continue uninterrupted; and that we will be able to provide
the same high level expertise, courtesy and commitment that our
various stakeholders have come to expect from Anacomp."

Mr. Smoot added that the judge responsible for Anacomp's
bankruptcy case commented that he decided to grant all of the
Company's motions -- enabling it to continue business as usual
-- because he was impressed by both the completeness and support
of Anacomp's bankruptcy filing and was sensitive to the needs of
its customers, suppliers and employees.

The Court gave approval, among other things, for the Company to
maintain normal trade terms with suppliers; to use cash
collateral from operations to fund ongoing business activities
and meet customer needs during the voluntary Chapter 11 process;
and to honor employee wages, salaries and benefits. Anacomp
previously announced that it had received final credit approval
from its senior lending group, led by Fleet National Bank, on a
new term sheet for its revolving credit facility.

On October 19th, Anacomp filed its Chapter 11 petition, along
with a prepackaged plan of reorganization, in U.S. Bankruptcy
Court for the Southern District of California.  The Company
expects to emerge from the process quickly because the
reorganization plan already has been approved unanimously by its
voting noteholders and senior lenders.  The filing included
Anacomp's U.S. operations only.

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

ATMEL CORP: S&P Sees Deterioration, Prompting B and CCC+ Ratings
Standard & Poor's assigned its single-'B' corporate credit
rating to Atmel Corp.  At the same time, Standard & Poor's
assigned a triple-'C'-plus rating to Atmel's $512 million zero
coupon convertible subordinated debentures due 2021.

The outlook is negative.

The ratings on San Jose, California-based Atmel reflect weak
market conditions, a high cost structure, and substantial near-
term cash obligations, offset in part by the company's moderate
business diversity and currently good liquidity. Atmel is a
leading supplier of commodity "flash" memories and other
nonvolatile memory chips, comprising 40% of the company's
revenues. Flash memories are used in cell phones, cameras, and
other consumer electronic devices. The company has expanded its
position in other markets for the past several years through
acquisitions and internal development and now also supplies
microcontrollers and other complex logic devices, chip-based
"smart cards", and radio frequency transcievers.

Revenues have declined substantially in the past few quarters,
due to the company's high reliance on commodity products.
Overall corporate revenues for the September 2001 quarter were
$295 million, or 56% of the prior year's level. EBITDA was
breakeven for the quarter. By comparison, the company generated
$188 million EBITDA on sales of $530 million in the year-earlier
quarter. The company's financial performance is heavily
influenced by its reliance on "flash" and other commodity memory
chips. Memory revenues were $112 million in the September 2001
quarter, while the sector was losing money. By comparison,
memory sector revenues were $282 million in the September 2000
quarter, generating $87 million in operating income.

Recognizing challenging market conditions and its high cost
structure, the company announced a $481 million restructuring
charge in September 2001, largely non-cash, to shutter two
factories and defer the start of production in a third location.
The plan will reduce the workforce by 2,500 positions, or 26%,
and is targeted to reduce operating expenses by $600 million
annually by the second quarter of 2002. The company is targeting
its cost-reduction program to generate positive pretax income on
quarterly revenues of $310 million, somewhat above the September
level. While net working capital usage is likely to be nominal,
operating cash flows could still be very weak.

Capital expenditures have been substantial. The company spent
$960 million in 2000, including the purchase of two unequipped
wafer fabrication buildings and two semiconductor businesses, in
addition to one structure acquired in late 1999. Expenditures in
the first three quarters of 2001 were $800 million of a planned
$900 million annual total, to install wafer fabrication
equipment in the acquired sites, upgrade all its factories to
make finer-detailed chips, and install equipment to permit
development of high-speed radio frequency products. While
capital expenditures next year are targeted at about $200
million, the company also has $200 million in current long-term
debt and capital lease payments. The company had $670 million
cash at Sept. 30, 2001, which is adequate for near-term needs.
Management expects cash balances at Dec. 31, 2001, to exceed
$500 million. Debt and capitalized leases totaled $1 billion at
Sept. 30, 2001.

                   Outlook: Negative

While current liquidity is adequate, pre-financing cash flows
are expected to remain negative, and access to external
financing cannot be assured. Should financial flexibility
decrease materially, or if other financial measures weaken
further, ratings could be lowered.

AUSTRIA FUND: Stockholders Approve Proposed Winding-Up Plan
The Austria Fund, Inc. (the "Fund" -- NYSE: OST) announced that
at the Special Meeting of Stockholders held on October 24, 2001,
the Fund's Stockholders approved the proposed liquidation and
dissolution of the Fund.

The Fund will, accordingly, cease its business as an investment
company and will not engage in any business activities except
for the purpose of winding up its business and affairs,
preserving the value of its assets, discharging or making
reasonable provision for the payment of all of the Fund's
liabilities, and distributing its remaining assets to the
stockholders in accordance with the Fund's Plan of Liquidation
and Dissolution.  The Fund's stockholders can expect to receive
liquidation distributions, in cash installments, as soon as
reasonably practicable.

The Fund is a U.S.-registered closed-end management investment
company advised by Alliance Capital Management L.P.  As of
October 19, 2001, the Fund had assets of approximately $42

BE AEROSPACE: S&P Says Outlook Negative in Aftermath of Sept. 11
Standard & Poor's revised its outlook on BE Aerospace Inc. to
negative from stable. At the same time, Standard & Poor's
affirmed its outstanding ratings on the company.

The outlook revision follows BE Aerospace's assessment of the
impact on its business in the aftermath of the September 11
terrorist attacks against the U.S. The firm expects volume to be
down about 30%, leading to lower earnings and cash flow
generation and weaker credit protection measures. In response,
BE Aerospace announced a cost-reduction program to adjust
capacity by closing five production facilities and cutting
workforce by approximately 1,000 employees.

Those actions are expected to result in profitable operations in
the fiscal year ending February 2003 and break-even performance
for second half of current fiscal year ending February 2002,
excluding nonrecurring costs and charges. These will consist of
cash costs of about $15 million associated with restructuring
and noncash charges totaling $75 million to write down certain
assets. Current liquidity position is adequate, with cash
balances exceeding $100 million and light debt maturities.

The ratings on BE Aerospace are supported by its position as the
largest participant in the commercial aircraft cabin interior
products market, a leading share of that business on business
jets, and generally favorable long-term industry fundamentals.
Those factors are offset by risks associated with very difficult
conditions in the airline industry and relatively high debt

In the wake of the September 11 events, commercial aerospace
intermediate-term business prospects deteriorated significantly.
As a consequence, companies serving the airline sector, such as
BE Aerospace, will be adversely affected through fewer new
airplane deliveries and reduced demand for higher-margin
aftermarket products and services. The firm's large installed
base generates demand for recurring retrofit, refurbishment, and
spare parts (about 60% of revenues).

                      Outlook: Negative

Losses at BE Aerospace's airline customers, a significant
anticipated drop in demand for the company's products, and a
sizable debt burden could result in a financial profile that
would no longer be consistent with the ratings.

                      Ratings Affirmed

     BE Aerospace Inc.
       Corporate credit rating            BB-
       Senior secured debt                BB+
       Subordinated debt                  B

BE INC: Seeking Stockholders' Approval of Dissolution Plan
Be Incorporated (Nasdaq:BEOS) reported financial results for the
quarter ended September 30, 2001.

Net revenues for the third quarter of 2001 were $1,135,000.
Revenues for the quarter were primarily attributable to fees
received from Palm, Inc. for revenue-related consulting services
performed under a funding agreement that was entered into August
16, 2001, contemporaneously with the execution and delivery of
the asset purchase agreement among Be, Palm and ECA Subsidiary
Acquisition Corporation.

The Company reported a net loss for the quarter of $0.09 per
share excluding non-cash expenses associated with the
amortization of deferred compensation. The Company had
previously reported a comparable net loss of $0.10 per share for
the second quarter and a net loss of $0.12 per share for the
third quarter of last year. Including non-cash expenses
associated with the amortization of deferred compensation, net
loss per share for the third quarter this year was $0.07 per

On October 9, 2001, the Company announced that a Special Meeting
of its stockholders would be held on November 12, 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 Corporation, 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.

Founded in 1990, Be Inc. creates software solutions that enable
rich media and Web experiences on personal computers and
Internet appliances. Be's headquarters are in Menlo Park,
California. It is publicly traded on the Nasdaq National Market
under the symbol BEOS. Be can be found on the Web at

BETHLEHEM STEEL: Gets Okay to Pay $57MM Critical Vendor Claims
Bethlehem Steel Corporation seeks the Court's authority:

    (a) to pay, in their sole discretion, the pre-petition
        claims of certain critical vendors and service
        providers, and

    (b) for applicable banks and other financial institutions to
        receive, process, and pay any and all checks and other
        transfers related to such claims.

                    Regulatory Compliance Claims

The Debtors rely on a number of service providers to assist the
Debtors in complying with environmental and governmental laws
and regulations.  Jeffrey L. Tanenbaum, Esq., at Weil, Gotshal &
Manges, LLP, in New York, reports that as of the Petition Date,
certain regulatory compliance vendors had outstanding claims for
services previously provided to the Debtors.

Mr. Tanenbaum tells Judge Lifland that if the regulatory
compliance claims are not paid, some of the vendors may refuse
to perform post-petition services for the Debtors or may delay
performance for a period of time.  This could result in the
Debtors' noncompliance with government regulations, Mr.
Tanenbaum warns, which in turn could cause the government to
attempt to levy significant fines or penalties against the
Debtors or seek to enjoin the Debtors' operations.

The Debtors cannot afford the potentially irreparable damage to
their businesses that would be caused by adverse governmental
action for regulatory noncompliance, Mr. Tanenbaum says.  Thus,
the Debtors believe that their ability to pay the regulatory
compliance vendors is essential to their reorganization efforts.

                 Single Source Vendor Claims

Certain essential raw materials, supplies, and other services
required to manufacture the Debtors' products are available only
from a single supplier, Mr. Tanenbaum relates further.
According to Mr. Tanenbaum, the Debtors do not have any viable
alternatives to obtain substitute goods or services from other

    (a) In some cases, any change in provider would require
        customer approval and would result in a production

    (b) In other cases, alternate suppliers cannot provide the
        single source goods that meet the Debtors' requirements
        for quality, quantity of reliability -- or cannot ensure
        availability on a cost-efficient and timely basis in the
        appropriate geographic areas.

For that reason, the Debtors need the authority, in their
discretion, to satisfy the pre-petition claims of the single
source vendors to ensure that these essential single source
goods will continue to be available without interruption.

                    Small Business Claims

The Debtors also utilize a number of small, local businesses in
their day-to-day operations to perform essential specialized
maintenance, operational and manufacturing services at certain
of the Debtors' manufacturing facilities, Mr. Tanenbaum informs
the Court.  Because of the specialized nature of the services
provided by the small business vendors, Mr. Tanenbaum claims,
the Debtors have no readily available substitute vendors to
provide these services.

Moreover, Mr. Tanenbaum notes, the small business vendors may
not be able to absorb losses resulting from the Debtors' failure
to pay outstanding small business claims on ordinary business
terms. Accordingly, Mr. Tanenbaum tells Judge Lifland, any delay
in paying the small business claims could force these small
business vendors into bankruptcy or out of business.  This would
eliminate the Debtors' sources of certain key supplies and
services and jeopardize the Debtors' ability to maintain
operations and reorganize successfully, Mr. Tanenbaum points

Roughly speaking, the total amount of critical vendor claims
reaches $57,000,000, broken down thus:

      Type of Claim                           Amount
      -------------                           ------
      Regulatory Compliance Claims         $ 3,000,000
      Single Source Vendor Claims           50,000,000
      Small Business Claims                  4,000,000

Paying the critical vendor claims is necessary to ensure that
the Debtors continue to receive essential services without
interruption, Mr. Tanenbaum contends.  This will allow the
Debtors to preserve critical relationships with their customers
and preserve their going concern value to the greatest extent
possible.  By contrast, Mr. Tanenbaum remarks, failure to grant
the relief sought would severely impede the Debtors' ability to
obtain essential services, operate their businesses and
effectuate a successful reorganization.

The Debtors propose to condition payment on such terms that will
ensure that the holder of such claim will continue to supply
goods or services to the Debtors after the Petition Date on pre-
petition terms, Mr. Tanenbaum advises.  Moreover, Mr. Tanenbaum
adds, the Debtors intend to sue their discretion to pay only
those amounts necessary to aid the Debtors' reorganization.

                      *     *     *

Convinced by the Debtors' arguments, Judge Lifland authorized
the Debtors to pay the critical vendor claims, provided that the
total amount of any such payment shall not exceed $30,000,000
for the 10 days following the Petition Date, subject to further
order of the Court. (Bethlehem Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

BURNHAM PACIFIC: Amends Agreement to Sell Eighteen Properties
Burnham Pacific Properties, Inc. (NYSE: BPP) announced that its
agreement to sell eighteen properties to Pacific Retail, L.P.
has been amended.

Under the terms of the amendment, the parties agreed to extend
the deadline by which Pacific Retail may terminate the agreement
as to specific properties, if specific conditions are not
satisfied, from October 15, 2001 to November 15, 2001, and to
extend the expected closing date, which may be further extended
under certain circumstances, from October 31, 2001 to November
30, 2001. In addition, the earnest money deposit paid by Pacific
Retail was increased from $2.5 million to $2.75 million.

Burnham Pacific Properties, Inc. is a real estate investment
trust (REIT) that focuses on retail real estate.  More
information on Burnham may be obtained by visiting the Company's
web site at

Pacific Retail, L.P. is owned by affiliates of P. O'B.
Montgomery & Company and Apollo Real Estate Advisors.  P. O'B.
Montgomery & Company, based in Dallas, Texas, is an owner,
operator and developer of neighborhood and community shopping
centers, currently owning and operating approximately 2.5
million square feet of shopping centers.  Apollo Real Estate
Advisors is a real estate investment firm with extensive
experience in all facets of real estate ownership, development
and management.  Since its inception in 1993, Apollo through its
real estate investment funds has invested over $3.7 billion of
equity in over 190 transactions with an aggregate purchase price
of $9.5 billion.  P. O'B. Montgomery and Apollo currently
jointly own and operate 18 shopping centers.  The agreement
between Burnham and Pacific Retail provides that Pacific Retail
will assign the agreement before closing to a venture expected
to include P. O'B. Montgomery, Apollo and GE Capital

COMSTOCK RESOURCES: S&P Concerned About DevX Acquisition Effects
Standard & Poor's placed its ratings for Comstock Resources Inc.
on CreditWatch with negative implications and placed the ratings
on DevX Energy Inc. on CreditWatch with positive implications
following the announcement that Comstock intends to purchase
DevX for $93 million cash and $50 million assumed debt.

The $143 million all-debt acquisition of DevX will bring a
deterioration of Comstock's financial profile back to the levels
seen in the trough of 1999. Although the current second quarter
results are quite robust, the future commodity price outlook
could bring a marked change, especially in 2002.

Based on Standard and Poor's estimates, Comstock's EBITDA
interest coverage would fall back to the low-to-mid single
digits and funds from operations to total debt would run in the
mid-to-high teens depending on commodity pricing. While the
company today appears to have sufficient liquidity to meet debt
service and reserve replacement requirements in the near-to-
intermediate term, the company could require meaningful external
financing in the next year if prices plunge, given the company's
lack of commodity price hedges.

Standard & Poor's will resolve the CreditWatch listing after
further consultation with Comstock's management regarding its
future growth strategy and funding needs. The decision to either
affirm or downgrade Comstock's ratings will ultimately depend on
Standard and Poor's assessment of the company's likely future
cash burn rate and available financial resources. At the same
time Standard & Poor's will resolve the CreditWatch listing on
DevX Energy.

  Ratings Placed on CreditWatch with Negative Implications

     Comstock Resources Inc.
       Corporate credit rating                  B+
       Senior secured debt                      BB
       Senior unsecured debt                    B

  Ratings Placed on CreditWatch with Positive Implications

     DevX Energy Inc.
       Corporate credit rating                  B
       Senior unsecured debt                    B

CONTINENTAL AIRLINES: Leave Program to Avert Employees Furloughs
Continental Airlines (NYSE: CAL) expects to prevent
approximately 3,500 furloughs due to the continued success of
the company's voluntary employee leave and early retirement

The number of employees who have opted for the Company Offered
Leave of Absence (COLA) and early retirement programs is equal
to approximately 30 percent of the estimated 12,000 furloughs
originally announced by Continental in September.

Continental introduced its COLA program in an effort to avert as
many employee furloughs as possible after announcing that the
company would reduce systemwide capacity by 20 percent and would
furlough employees due to the schedule reduction.

"It is rewarding to see so many employees participate in
programs that preserve the jobs of co-workers and support
Continental through a period of industry crisis and recovery,"
said Gordon Bethune, Continental's chairman and chief executive
officer.  "While these programs do not make our remaining
furloughs any less painful, they have substantially reduced
their number."

COLA volunteers may accept full-time work elsewhere while
continuing to receive benefits during an unpaid leave of up to
one year.  Benefits include the option to continue insurance
benefits at company rates, continuing travel privileges and
credit for time on COLA toward company seniority and the
employee retirement program.

In addition to COLA participants, a smaller number of eligible
employees elected to take retirement packages.

Continental also said a series of outplacement
seminars/workshops sponsored by the company drew a total of more
than 2,500 employees in cities including Houston, Cleveland,
Newark, Denver and Los Angeles.  The company is continuing to
work closely with state agencies, outplacement firms and hiring
authorities from more than 250 companies to assist with
placement of furloughed employees.

Continental Airlines is the fifth largest airline in the U.S.,
offering more than 1,900 departures daily to 122 domestic and 89
international destinations.  Operating hubs in Newark, Houston,
Cleveland and Guam, Continental serves more international cities
than any other U.S. carrier, including extensive service
throughout the Americas, Europe and Asia.  For more information,

COVAD COMMS: Asks Court to Set Confirmation Hearing for Dec. 12
Christopher J. Lhulier, Esq., at Pachulski Stang Ziehl Young &
Jones, in Wilmington, Delaware, relates that due to a change of
conditions and circumstances, Covad Communications Group, Inc.
submits modifications to the dates and deadlines requested in
the earlier Motion.

The Debtor requests that:

A. The confirmation hearing for the Debtor's amended Plan of
   Reorganization be scheduled for December 12, 2001, or a
   date as soon as the Court calendar permits.

B. The Debtor proposes that October 31, 2001 be established as
   the date by which the Confirmation Hearing Notice and other
   appropriate notices will be served on the claimants who are
   not entitled to vote on the Plan and the Solicitation
   Packages, and who have filed on or prior to October 29,
   2001 proofs of claims not scheduled as contingent,
   unliquidated, or disputed. The Debtor also proposes that
   November 7, 2001 be the date by which the Record Holders of
   the equity securities and notes must serve the beneficial
   holders of the same with the appropriated materials.

C. The Debtor proposes that November 7, 2001 be established as
   the date by which the Debtor must have published the
   Confirmation Hearing Notice as set forth in the Motion.

D. The Debtor proposes that November 15, 2001 be set as the
   date by which it or any other interested party must have
   filed objections to claims for voting purposes. It further
   requests that December 6, 2001 be set as the date by which
   any creditor holding a claim to which an objection has been
   filed must file a 3018 Motion seeking allowance of its
   claim for voting purposes, and that December 10, 2001 be
   the deadline for the Debtor or other interested party to
   respond to such Motions.

E. The Debtor requests that December 5, 2001 be established as
   the deadline by which ballots must have been received by
   the Balloting Agent and any objections to the Plan must
   have been filed.

Additionally, Mr. Lhulier tells the Court that due to the
passage of time, parts of the Motion dealing with later
identified creditors and voting rights of Litigation Plaintiffs
are no longer applicable and should be disregarded. (Covad
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

COVAD COMMS: Cost Control Efforts Yield Results Improvement
Covad Communications (OTCBB: COVD), the leading national
broadband services provider utilizing DSL (Digital Subscriber
Line) technology, announced operating statistics as of September
30, 2001.

Covad has approximately 346,000 lines in service on its network,
a four percent increase from June 30, 2001. The company
delivered this net increase of 13,000 lines during the quarter
after disconnecting or migrating the lines that were formerly on
the Bluestar network. This increase is also after the continued
disconnection of subscribers from some of Covad's financially
troubled resellers. Approximately 52 percent of Covad's total
lines are business lines and 48 percent are consumer or
residential lines.

Covad's wholesale channel represents 96 percent of Covad's total
lines while its direct channel efforts represent four percent.
Thirteen percent of Covad's total lines are served through
resellers for whom Covad recognizes revenue only when it is
paid, a one percent reduction from the previous quarter.

Several cost reduction initiatives implemented during the first
nine months of this year reduced Covad's cash usage in the
quarter to a monthly average of less than $25 million, resulting
in a cash balance at the end of the quarter of approximately
$460 million, including cash reserved for the anticipated
settlement of claims in its bankruptcy proceeding. Covad expects
its monthly cash usage to continue to improve during the fourth
quarter, extending Covad's current cash resources into the third
quarter of 2002.

With this reduced cash usage coupled with its projected
additional subscriber additions, Covad projects its future
capital requirement to fully fund the business to positive cash
flow has been reduced to less than $100 million. Covad's cost
cutting initiatives include the previously announced shutdown of
its Bluestar subsidiary, closing or consolidating office
facilities, and improving operational efficiencies through such
initiatives as line sharing and self installation. Covad has
continuously streamlined its business, including workforce
attrition and targeted workforce reductions, resulting in a
significant reduction of Sales, General & Administrative costs
(SG&A). The company will continue to review all aspects of the
business and make changes where appropriate.

"We are pleased with the progress we have made to lower our
capital needs through continued growth in subscribers, ongoing
cost reduction measures and anticipated savings from operational
initiatives." said Charles E. Hoffman, Covad CEO and president.
"Our line count has increased in a difficult economic
environment, which demonstrates that demand for broadband is
still solid. I am especially pleased that in these tough times
we have improved our major operating metrics including
installation intervals, mean time to repair and network

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

CYPRESS SEMICON: Data Networking Stress Spurs S&P Downgrades
Standard & Poor's lowered Cypress Semiconductor Corp.'s
corporate credit rating to double-'B'-minus from double-'B' and
lowered its rating on the company's subordinated debt to single-
'B' from single-'B'-plus.

The outlook is stable.

The action recognizes ongoing stresses in the data networking
market, leading to debt protection measures that are likely to
remain subpar for the former rating over the next several

San Jose, California-based Cypress Semiconductor manufactures
specialty memory, timing, and logic semiconductors for the
networking, wireless, and computing markets. While the company
has strengthened its product portfolio through internal
development and acquisitions in the last several quarters,
a high percentage of Cypress' revenues are subject to severe
pricing pressures and volatile demand. Data networking sector
sales in the September 2001 quarter declined 30% sequentially
from the June 2001 quarter; sector performance is not expected
to improve materially in the near- to intermediate-term.

The company experienced strong seasonal demand for its personal
computer embedded clocks and interface chips, and a modest
improvement in sales of wireless handset memory chips, while
wireless infrastructure chip sales declined. Recognizing
depressed conditions, Cypress took a $312 million (largely
noncash) restructuring charge in the September 2001 quarter. The
charge covered the writedown of underutilized manufacturing
assets and product inventories, as well as goodwill from an
optical components acquisition made in mid-2000.

Overall sales totaled $180 million in the September 2001
quarter, down only 3% sequentially from June but only one-half
of the September 2000 level. September 2001 quarterly EBITDA was
$35 million, compared with $156 million in the September 2000
quarter (when networking sector demand was robust). Currently
depressed profitability also reflects pricing pressures, low
factory utilization, and higher expenses due to recent
acquisitions. Cypress expects that revenue growth will resume in
the December quarter, albeit from depressed levels.

Annualized debt to EBITDA in the September 2001 quarter was
about 4.0 times. Although operating profitability should improve
somewhat, debt to EBITDA is not likely to return to the levels
seen in late 2000 for an extended time. Cypress had cash and
financial assets totaling $467 million at September 30, 2001,
following a $225 million cash acquisition earlier in the
quarter, while debt and capitalized operating leases totaled
$620 million.

                      Outlook: Stable

While stressed conditions in Cypress' end markets could continue
to result in volatile operating profitability, the company's
financial performance over the course of the business cycle is
expected to remain within the parameters of the current rating.

DONCASTERS LTD: S&P Downgrades Credit Rating a Notch to BB-
Standard & Poor's lowered its long-term corporate credit rating
on U.K.-based specialized component manufacturer Doncasters Ltd.
to double-'B'-minus from double-'B'. The rating was withdrawn
from CreditWatch, where it was placed on May 1, 2001, and the
company was assigned a negative outlook.

At the same time, Standard & Poor's withdrew the rating at the
company's request, following the recent redemption of all its
publicly traded debt.

The lowering of the rating reflects concern that Doncasters'
sales to the civil aerospace and auto industries are likely to
be significantly negatively affected by the current slowdown in
these markets. The rating was on CreditWatch with negative
implications, as future prospects for the industry are
uncertain, and weaker-than-currently-expected performance could
have led to a ratings review.

E-LOT: Expects to Secure Internet Lottery Purchase System Patent
eLOT, Inc. announced that it has received a notice of allowance
of a patent covering a system and method for purchasing and
receiving state lottery tickets over the Internet from the U.S.
Patent and Trademark Office.

eLOT has submitted the formal drawings and paid the issue fee
required for the patent to be granted and expects it to be
granted within 60 days.

eLOT, Inc. is a leading application service provider of Internet
marketing and advertising technology for state and international
lotteries.  The company and its eLottery Inc. subsidiary filed
for reorganization under Chapter 11 of the federal bankruptcy
code on October 15, 2001, and plan to file a complete
reorganization plan by the end of the calendar year.

In addition to the patent allowance letter, the company
announced the following developments that occurred at World Meet
2001, the combined World Lottery Association and North American
Association of State and Provincial Lotteries' trade show in New
Mexico, October 11-15:

     * Demonstrated its newly created "pre-paid" card solution -
-- which enables Internet lottery games to be purchased at the
conventional retail location (much like a long distance
telephone card) and then played at home via the Internet.

     * Demonstration of the "eIDverifier" system, an Internet
identification technology developed by Equifax, Inc. that eLOT
would market as a part of its online service to overcome border
control and eligibility concerns about state lottery ticket
sales on the Internet.

     * Demonstration of a biometric password system that can
determine the identity of an online lottery ticket purchaser.

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

ELITE TECHNOLOGIES: Ability to Continue Dubious, Auditors Say
Kirschner & Associates, P.C. had served as the auditor of Elite
Technologies Inc.'s financial statements for the fiscal year
ended May 31, 2000. Effective May 9, 2001, Kirschner &
Associates, P.C. resigned from the engagement. Effective July
20, 2001, the Company engaged the firm of Israel and Ricardo
Blanco, CPAs to act as the its independent certified public

The Company's Board of Directors ratified the change to Israel
and Ricardo Blanco, CPAs in July 2001.

The audit report of Kirschner & Associates, P.C. on the
Company's financial statements for the year ended May 31, 2000
included an explanatory paragraph that described substantial
doubt about the Company's ability to continue as a going

On July 1, 2001 the Company signed a stock purchase agreement
with World Touch Communications, Inc. This newly acquired, start
up, company provides an integrated suite of high quality, low-
cost international telecommunications services to large and
small businesses, including voice-over IP (VolP), call back,
prepaid calling cards, and prepaid cell phones. This acquisition
was structured as a stock for stock purchase and was accounted
for utilizing the purchase method of accounting. The
consideration for purchase was 750,000 shares of the Registrants
common stock. See pro-forma financial statements for further

As of the balance sheet date of August 31, 2001 the balance
sheet of World-Touch Communications, Inc. was included as a
consolidated subsidiary.

Effective September 5, 2001 the Company announced that it signed
a Letter of Intent to acquire 100% of Infoactiv, Inc. a Boston
MA based company. Initial timelines were such that, pending due
diligence procedures, a closing could take place by September
30, 2001. The Company has since received an extension through
the end of October 2001.

         Three-Month Period Ended August 31, 2001

Revenues: Revenues from operations for the first quarter ended
August 31, 2001 increased by $378,368 from $3,630,818 for the
same period August 31, 2000. This increase is primarily from
increased market penetration.

Cost of Sales: Cost of sales for the first quarter ended August
31, 2001 increase by $629,405 from $2,968,113 for the same
period August 31, 2000. Increase between periods is strictly a
function of increased sales between periods.

Salaries, Wages and Benefits: Salaries, Wages and Benefits
decreased by $133,800 from $328,101 for the same period August
31, 2000. The decrease is due to staffing efficiencies.

Other Operating Expenses: For the first quarter ended August 31,
2001 other operating expenses increased by $111,428 from 493,246
for the same period August 31, 2000. The above changes stem from
cost enhancements and an eye toward cost containment.

Depreciation and Amortization: The Company depreciates its
assets, including goodwill, on a straight-line basis over three
to five years. Depreciation and amortization expense decreased
$34,814 from $373,958 over the previous quarter then ended
August 31, 2000.

Stock based compensation: The increase of $191,900 between
periods is due to the issuance of Company stock to both
employees and consulting personnel.

Investment banking fees: The decrease of $ 1,584,031 between
periods is due to the non-issuance of Company stock during the
current reporting period for purposes of investment banking.

Net Loss. Net losses decreased by $1,176,637 from $2,118,344 for
the same period ended August 31, 2000. The net change between
periods is the cumulative function of all described changes as
noted above.

Considering the current economic slowdown, the Company expects a
downtick with respect to revenues for the period ending November
30, 2001. Management is currently proactive in evaluating new
marketing strategies to help mitigate this possibility.

Elite Technologies, Inc. is a full service technology company
offering information technology services to small, medium and
large enterprises. IT services involve the facilitation of
the flow of information within a company or between a company
and external sources. These services typically involve computer
hardware, software and "integration" efforts to allow diverse
systems to communicate with one another.

Elite was founded as a Georgia corporation in 1996 under the
name Intuitive Technology Consultants, Inc.  In July 1998, ITC
Acquisition Group, LLP, consisting of management of ITC,
acquired a majority interest, through a reverse merger, in
CONCAP, Inc. On April 22, 1999, the Company changed its name to
Elite Technologies, Inc.

EXIDE TECHNOLOGIES: Begins Discussions for Covenants Waiver
Exide Technologies (NYSE: EX), the global leader in stored
electrical-energy solutions, commenced discussions with its
lenders regarding a waiver of certain September 30 loan
agreement covenants.  The Company also has delayed its earnings
announcement for the second fiscal quarter to November 8, 2001.

"We have not yet completed the closing of our books for the
second quarter, but we expect results to be lower than
originally expected.  As a result, we currently are seeking a
waiver of certain financial covenants," said Craig H.
Muhlhauser, President and Chief Executive Officer.  "Operating
results have been affected by a further slowdown in the
telecommunications market and higher production and logistics
costs related to trying to meet unexpected demand in our North
American Transportation business."

Exide Technologies will conduct a listen-only analyst and
investor call to discuss second quarter results of fiscal 2002
on November 9, 2001, at 10:00 a.m. Eastern Daylight Time (EDT).
The call will be available to investors in real-time, listen-
only format on the Internet at http://www.exide.comand  The call will be repeated on these
two sites from November 9, 2001 at 1:00 p.m. EDT to November 16,
2001 at 11:59 p.m. EDT.

Exide Technologies is the world's largest industrial and
transportation battery producer and recycler, with operations in
89 countries.

Industrial applications include network-power batteries for
telecommunications systems, fuel-cell load leveling, electric
utilities, railroads, photovoltaic (solar-power related) and
uninterruptible power supply (UPS) markets; and motive-power
batteries for a broad range of equipment uses, including lift
trucks, mining vehicles and commercial vehicles.

Transportation uses include automotive, heavy-duty truck,
agricultural, marine and other batteries, as well as new
technologies being developed for hybrid vehicles and new 42-volt
automotive applications.  The company supplies both aftermarket
and original-equipment transportation customers. Further
information about Exide Technologies, its financial results and
other information can be found at

EXODUS COMMS: Seeks Okay to Give Utilities Adequate Assurance
Uninterrupted utility services are critical to Exodus
Communications, Inc.'s ability to sustain their operations
during the pendency of their chapter 11 cases. In the normal
conduct of their businesses, the Debtors use gas, water,
electric, telecommunications and other services provided by
Utility Companies. Any interruption of these services would
severely disrupt the Debtors' day-to-day operations resulting in
an inability to provide services to customers which could result
in customers leaving Exodus and a reduction in revenue.

By motion, the Debtors seek entry of an order establishing
procedures for determining requests for additional adequate
assurance of payment.

Specifically, the Debtors seek immediate entry of an order:

A. providing that Utility Companies are prohibited from
   altering, refusing or discontinuing services on account of
   unpaid pre-petition invoices or pre-petition claims;

B. establishing a procedure for Utility Companies to request
   that the Debtors provide adequate assurance of future

C. authorizing, but not obligating, payment of pre-petition
   amounts owing to a Utility Company and, providing that if a
   Utility Company accepts such payment, the Utility Company
   shall be deemed to be adequately assured of future payment
   and to have waived any right to seek additional adequate
   assurances in the form of a deposit or otherwise;

D. providing that if a Utility Company timely and properly
   requests from the Debtors additional adequate assurance that
   the Debtors believe is unreasonable, and if the Debtors are
   unable to resolve the request consensually with the Utility
   Company, then upon the request of the Utility Company, the
   Debtors shall file a motion for determination of adequate
   assurance of payment and set such motion for hearing at the
   next regularly-scheduled omnibus hearing occurring more than
   20 days after the date of such request, unless another
   hearing date is agreed to by the parties or ordered by the

E. providing that any Utility Company having made a request for
   additional adequate assurance of payment shall be deemed to
   have adequate assurance of payment until the Court enters a
   final order in connection with such a request finding that
   the Utility Company is not adequately assured of future
   payment; and

F. providing that any Utility Company that does not timely and
   in writing request additional adequate assurance of payment
   shall be deemed to be adequately assured of payment.

The Debtors also request authority to pay any pre-petition
amounts owed to the Utility Companies in lieu of making deposits
and request that any Utility Company accepting such payment on
account of pre-petition claims be deemed to be adequately
assured and to have waived any right to additional adequate
assurance, in the form of a deposit or otherwise. Finally, the
Debtors request that Utility Companies be required to include
with any request for additional adequate assurance a summary of
the Debtors' payment history relevant to the affected accounts,
a list of security held by the Utility Company to secure payment
of utility services, and the average monthly charge for utility
services for the affected accounts.

David R. Hurst, Esq., at Skadden Aprs Slate Meagher & Flom, LLP,
in Wilmington, Delaware, relates that the Debtors maintained
favorable payment histories with all of the Utility Companies
pre-petition, consistently making payments on a regular and
timely basis. To their knowledge, there were no significant
defaults or arrearages with respect to any utility bill as of
the petition date, nor have there been any such defaults. In
fact, Mr. Hurst contends that virtually all of the Debtors'
utility bills are current. The Debtors submit that their payment
history with respect to pre-petition utility bills, their
demonstrated ability to pay future utility bills and the
administrative expense priority together constitute adequate
assurance to the Utility Companies of payment for all future

Recognizing the right of each Utility Company to request
adequate assurance, the Debtors propose that Utility Companies
be afforded 30 days from the date of an order granting this
Motion to make a request to the Debtors for additional adequate
assurance. Mr. Hurst requests that Utility Companies making such
requests be required to include with any request for additional
adequate assurance a summary of the Debtors' payment history
relevant to the affected account, a list of security held by
each Utility Company to secure payment of utility services for
the affected account, and the average monthly charge for utility
service for the affected account. If the Debtors are unable to
resolve the request consensually with the Utility Company and
upon the request of the Utility, Mr. Hurst tells the Court that
the Debtors will file a motion for determination of adequate
assurance of payment and set such Motion for hearing at the next
regularly-scheduled omnibus hearing occurring more than 20 days
after the date of such request, unless another hearing date is
agreed to by the parties or ordered by the Court.

If a Determination Motion is filed or a Determination Hearing
scheduled, Mr. Hurst asks the Court to deem the Utility
adequately assured until entry of a final order finding that the
Utility Company is not adequately assured. The Debtors further
request that any Utility Company that does not timely request
additional adequate assurance be deemed to have adequate

Mr. Hurst states that the proposed order provides that the
Debtors will serve notice and a copy of the Order on all Utility
Companies. Any Utility Company not currently listed but
subsequently identified will be afforded 30 days from the date
of such service to make a request to the Debtors for additional
adequate assurance. Concurrently with such service, Mr. Hurst
says the Debtors would file with the Court a supplement adding
the name of the Utility Company so served. The procedure would
avoid the need for requests to modify or amend any order
granting this Motion, affords any such subsequently identified
Utility Companies their due process rights.

Mr. Hurst submits that the Debtors' payment history, coupled
with their ability to pay future utility bills as they come due
from future revenues and their proposed DIP financing,
constitute adequate assurance of payment for future utility
services. In addition, many Utility Companies already have
deposits, which provide assurance. In any event, the Debtors
seek authority, but not the obligation, to pay any outstanding
pre-petition arrearages in lieu of issuing a security deposit.
(Exodus Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

FEDERAL-MOGUL: Wants to Extend Loans to Foreign Subsidiaries
Immediately prior to the Petition Date, Federal-Mogul Corp's
Non-Debtor Foreign Subsidiaries funded their operations through
a combination of intercompany loans and limited-term stand-alone
credit facilities in certain countries including Belgium,
France, Germany, Italy, South Africa, and Switzerland.  The
aggregate amount of the stand-alone credit facilities as of the
petition date was approximately $150,000,000, of which a
sizeable portion had already been drawn.

The Debtors cannot be certain that the Stand-Alone Facilities
that have funded the Non-Debtor Foreign Subsidiaries in part in
the past will remain in place in the wake of the commencement of
these chapter 11 cases due to their discretionary nature. It is
possible that certain of the lending institutions with whom the
Stand-Alone Facilities are maintained will reduce or eliminate
the availability of such facilities to the Subsidiaries as a
result of the Debtors' bankruptcy filing. Moreover, the filing
of the Debtors' chapter 11 petitions greatly decreases the
possibility that the Subsidiaries would be able to locate
replacement financing on terms acceptable to them.

Thus, the Debtors seek authority from the Court to extend loans
to their subsidiaries, none of which is or is expected to become
the subject of an insolvency proceeding, to ensure that such
subsidiaries have adequate liquidity available to them after the
Petition Date.  The Debtors submit that the relief sought herein
is necessary for the successful administration of the Debtors'
businesses during the initial period of these chapter 11 cases
and for the preservation of the value of the stock and assets of
the Debtors' subsidiaries, which are substantial assets of the
Debtors' internationally-integrated businesses.

James O'Neill, Esq., at Pachulski Stang Ziehl Young & Jones P.C.
in Wilmington, Delaware, states that the Debtors will try to
maintain the existing Stand-Alone Facilities but if one or more
of the stand alone credit facility is terminated, J.P. Morgan
Chase has committed to assist the Debtors in their efforts to
replace the terminated facility with a new stand-alone facility.

Mr. O'Neill contends that it is critical that the Debtors be
granted the flexibility to loan funds to the Subsidiaries, if
and to the extent that any of the existing Stand-Alone
Facilities are terminated or otherwise restricted. By doing so,
Mr. O'Neil asserts that the Debtors will continue the ordinary
pre-petition practice between themselves and the Subsidiaries,
which provided an essential source of working capital for the
latter entities.

In addition, the Debtors would be able to replace the
$150,000,000 that might be removed from the Subsidiaries' credit

While the Debtors are hopeful that none of the Stand-Alone
Facilities will be terminated or restricted during the period
prior to the Final Hearing, Mr. O'Neill expects that borrowings
could reach $150,000,000 during the Interim Period. Any loans
extended by the Debtors to their non-debtor affiliates will be
demand facilities. Further, Mr. O'Neill contends that the
obligation to repay any such loan will be secured by such assets
of the borrowing Excluded Subsidiary as are acceptable to the
DIP Agent.

Without the granting of such relief, the Debtors submit that the
Excluded Subsidiaries may not have adequate funding to continue
their business operations in the same manner as they were
conducted pre-petition. Mr. O'Neill explains that some or all of
the Subsidiaries might be forced to temporarily or permanently
cease or scale back their businesses as a result of decreased
working capital.

Such an outcome would have a devastating effect on the value of
the Excluded Subsidiaries stock and assets, Mr. O'Neill adds,
which constitute a major portion of the value of the Federal-
Mogul Entities' combined business. Moreover, Mr. O'Neill
believes that scaling back the Debtors' operations might be
perceived by the Debtors' suppliers and customers globally as
a sign of weakness in the Debtors' global business, with
resulting negative effects on these chapter 11 cases. The
Debtors submit that continuation of intercompany loans to the
Excluded Subsidiaries is the best means by which to maintain the
value and continued efficient operation of the Debtors' business
and assets.

The Debtors also seek authority for the U.S. Debtors to make
loans as may be necessary to the English Debtors and those
Subsidiaries that do not enjoy Stand-Alone Facilities, to ensure
the availability of adequate working capital to Federal-Mogul's
subsidiaries that lack access to independent financing.

The Debtors are informed that under applicable English law
governing the administration of the insolvency proceedings
respecting the Debtors' English subsidiaries, there are
significant limits to the Administrator's ability to loan funds
between corporations that are the subject of administration
proceedings. Accordingly, Mr. O'Neill submits that the most
practicable manner for ensuring that these subsidiaries have
adequate working capital is for the Debtors to make direct
intercompany loans to such subsidiaries as necessary, subject to
the terms of the Debtors' post-petition financing facility.

The Debtors do not anticipate that T&N Limited, the largest and
most significant of Federal-Mogul's English subsidiaries, will
require any funding from the U.S. Debtors after the first 90
days of these chapter 11 cases. Mr. O'Neill believes that it is
possible that two additional English Debtors Federal-Mogul
Ignition (U.K.) Limited and Federal-Mogul Sealing Systems
Limited, may require modest working capital loans in order to
operate their businesses. The Debtors do not anticipate that
these loans will exceed $25 million.

Mr. O'Neill informs the Court that advances to the English
Debtors will be made on a revolving credit basis in a
company-by-company fashion and will be secured by assets of the
respective English Debtor that are acceptable to the DIP Agent
and in accordance with the terms of the DIP Facility. In
addition, any loans extended by the Debtors to any of the
English Debtors will be entitled to priority status in the
English administration proceedings respecting the borrowing
subsidiary as well as an administrative priority in the chapter
11 case of any English Debtor to whom a loan is made.
Accordingly, the Debtors submit that there is sound assurance of
repayment to the Debtors of any intercompany loan made to any of
the English Debtors.

The Debtors also seek authority by this Motion to provide
limited working capital advances to Subsidiaries that do not
enjoy Stand-Alone Facilities, which do not have ready access to
independent sources of financing. Mr. O'Neill tells the Court
that their corporate affiliates provide the only realistic
source of funding, without which it would be necessary for such
affiliates to curtail or cease their business.

The Debtors anticipate that during the term of the DIP Facility,
their need to extend credit to Subsidiaries without Stand-Alone
Facilities will not exceed $70,000,000 in the aggregate. Any
such advances made to these subsidiaries will be discretionary
and repayable upon demand, Mr. O'Neill says, and the repayment
obligations in respect of such advances will be secured by such
assets of the borrowing Excluded Subsidiary as are acceptable to
the DIP Agent. (Federal-Mogul Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

FEDERAL-MOGUL: Reaffirms Commitment to National Hot Rod Assoc.
Federal-Mogul Corporation (NYSE: FMO) reaffirmed its commitment
to the more than 30,000 National Hot Rod Association (NHRA)
"sportsman" racers for the 2002 season.

The company intends to increase its support of sportsman racers
through enhanced low-qualifier and contingency award programs,
according to Jay Burkhart, vice president of marketing for

"Continuing our strong relationship with NHRA sportsman racers
is a priority for Federal-Mogul.  We're planning a number of
initiatives for 2002 that will strengthen our involvement and
focus our support of racers in the sportsman series," Burkhart
said.  "The bottom line is that Federal-Mogul will remain a
strong supporter of the racers who represent the backbone of
NHRA competition."

The initiatives include enhancing the company's Sealed Power Low
Qualifier Award prize purse, boosting the annual cash award at
the divisional level. Federal-Mogul also will continue its
strong contingency awards programs, which will include Fel-Pro
and Speed-Pro.  Furthermore, the Sealed Power engine parts brand
will continue its status as Official Brand of NHRA.

Burkhart said Friday's announcement should eliminate any
concerns about Federal-Mogul's continued support of NHRA
sportsman racers that may have surfaced after the company filed
for financial restructuring in the United States on October 1.
The company is restructuring to resolve asbestos claims, thus
separating its asbestos liabilities from its true operating

"Federal-Mogul is a strong, vibrant company that is committed to
growth worldwide," Burkhart said.  "As we look ahead to 2002,
I'm sure sportsman racers will see that our Sealed Power, Speed-
Pro and Fel-Pro brands are going to be even more valuable as
marketing partners."

Contingency payments for events following the October 1 petition
date will be paid in accordance with normal procedures.  Year-
end championship bonuses will also be paid as originally

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
is an automotive parts manufacturer providing innovative
solutions and systems to global customers in the automotive,
small engine, heavy-duty and industrial markets.  The company
was founded in 1899.  Visit the company's Web site at
http://www.federal-mogul.comfor more information.

FISHER COMMS: Asks Lenders to Waive Default on Credit Facilities
Fisher Communications, Inc. (Nasdaq:FSCI) announced that revenue
from broadcast operations of $107,161,000 for the nine months
ended September 30, 2001 declined $34,193,000 from the record
revenue of $141,354,000 recorded in the same period of 2000.

This decline reflects the absence of election year advertising
revenue present in 2000, and significant decreases in local and
national advertising due to slowing economic conditions
compounded by the events of September 11. Real estate revenue
increased from $9,633,000 for the first nine months of 2000 to
$13,034,000 for the first nine months of 2001, largely due to
the opening of Fisher Plaza in spring 2000. Emphasis on cost
control resulted in a reduction of overall costs and expenses
from $117,823,000 for the first nine months of 2000 to
$115,947,000 for the first nine months of 2001. Consolidated net
loss for the nine months ended September 30, 2001 was

During the same period last year, the company recorded income of
$6,763,000 that included gain from sale of a television station
and a parcel of real estate totaling $16,034,000, as well as
provision for loss from discontinued milling operations, after
tax effects, of $15,377,000.

"Current financial conditions and consolidation trends in the
broadcasting industry make Fisher's restructuring imperative,"
said CEO William W. Krippaehne Jr. "Over the past year we've
been able to complete the sale of our flour milling assets and
initiate major expense reductions that will be reflected in

Broadcast revenue for the three months ended September 30, 2001
was $33,399,000 compared with $46,492,000 for the third quarter
of 2000, and real estate revenue was $4,427,000 versus
$3,386,000 for the third quarter of 2000. Costs and expenses for
the third quarter of 2001 totaled $38,364,000, compared with
$39,262,000 for the comparable period in 2000.

Consolidated net loss for the third quarter of 2001 was
$3,666,000, compared with a net loss of $847,000 for the
comparable period in 2000. Third quarter 2000 results included
gain from sale of a television station and a parcel of real
estate totaling $16,034,000, as well as provision for loss from
discontinued milling operations, after tax effects, of

As a result of the financial performance for the current year,
as of September 30, 2001, the company was in default of certain
financial covenants required by credit facilities maintained
with lenders. The company is negotiating new facilities and has
requested that current lenders waive the default.

Fisher Communications, Inc. is a Seattle-based communications
and media company focused on creating, aggregating, and
distributing information and entertainment to a broad range of
audiences. Its 12 network-affiliated television stations are
located in the Northwest and Southeast, and its 26 radio
stations broadcast in Washington, Oregon, and Montana. Other
media operations include Fisher Entertainment, a program
production and distribution business, as well as Fisher
Pathways, a satellite and fiber transmission provider. Fisher
also specializes in the design and operation of innovative
commercial properties, of which Fisher Plaza is the prime

FOREST & MARINE: Expects Canadian Lender to Waive Loan Default
Forest & Marine Group (The Partnership) said that further to its
Press Release of April 2, 2001, during fiscal 2001, suffered a
significant loan loss of $4,608,000 (of which $3,600,000 was
charged against the general loan loss provision) due to the
business failure of two logging contractors to whom the
Partnership had loaned funds.

The primary loss is attributable to one forestry related
borrower located in Squamish, BC. The borrower had entered into
a long-term chipping facility contract with a major pulp mill
and had been issued a development permit by the town council to
operate the facility. The zoning on the chipping facility
premises at the time was "light industrial" but subsequent
public opposition and a court ruling required the property to be
re-zoned "heavy industrial".

This rezoning process covered a longer than anticipated period,
during which time both the pulp mill and the borrower invested a
considerable amount of money in site preparation and equipment.
The Partnership loaned the borrower substantial funds for
working capital during this period. Approximately 10 months into
the project, the pulp mill withdrew from the project due to
public opposition and the Partnership appointed a receiver for
the borrower to enable it to realize on its security.

Realization of the security resulted in a deficiency with
respect to the repayment of the loans. As such, and after
provision for future possible loan losses, net earnings of the
Partnership for 2001 declined to $307,870.00.

In the years from inception to the reorganization of the Forest
& Marine Group in 1993, credit losses totaled $52,223.
Subsequent to the 1993 reorganization, the Partnership incurred
twelve (12) losses amounting in aggregate to approximately
$6,584,559. Of this $6,584,559, $4,700,000 was incurred during
fiscal 2001.

A general loan loss reserve for principal of $2,400,000.00 and a
general loan loss reserve for interest of $465,000.00 was made
in the financial statements to July 14, 2001. A general
provision is made against doubtful loans which cannot be
determined on a loan by loan basis, but which is required to
absorb losses which may occur in the future. Management
considers the current provision for loan losses to be sufficient
to cover expected loan losses for fiscal 2002.

The write-off of the two loans resulted in a default of the
covenants of the Partnership's credit facility with a major
Canadian chartered bank as at July 14, 2001. As at August 31,
2001, the Partnership had a credit facility of $64,000,000 which
had been drawn to $54,367,803. The credit facility is for a one-
year term and is renewable each year for a further one-year term
at the request of the Partnership and on approval by the bank.
The credit facility will expire on November 30, 2001.

The Partnership has obtained from the bank a waiver on these
loan covenants as at July 14, 2001, subject to formal
documentation satisfactory to the bank, and the Partnership does
not expect the bank to require immediate repayment of the credit
facilities, thus enabling it to continue as a going concern.

The Partnership is currently in negotiations with the bank with
respect to the annual renewal of the credit facilities and has
been offered a renewal with specific terms and conditions still
to be negotiated. In the event that a renewal term is not agreed
to between the parties, the Partnership has the ability to
convert the credit facility into a revolving term loan whereby
the amount then outstanding will be repaid in monthly
installments equal to 1/36th of the amount outstanding as at the
termination of the credit facility, or such other amount as may
be agreed.

As set out in the audited Consolidated Financial Statements of
the Partnership for each of the years in the five-year period
ended July 14, 2001, as at December 31, 2000, the Partnership
made a semi-annual distribution of 609,249 Class A Units of the
Partnership to the Trust based on the Trust's estimated share of
the Partnership's income for the period July 15, 2000 to
December 31, 2000. This estimate exceeded the Trust's actual
entitlement to earnings of the Partnership for the year ended
July 14, 2001 due to the loan loss discussed above.

For the year ended July 14, 2001, the Trust's entitlement of net
earnings of the Partnership amounted to $73,019.00. As a result,
536,230 Class A Units have been issued to the Trust in excess of
the Trust's entitlement to income of the Partnership. No further
distributions will be made by the Trust to unitholders until the
Trust's share of the over-allocation, which aggregate $536,230,
has been fully recovered. As at the date of this release,
approximately $314,248 has been recovered and, based on expected
earnings, it is anticipated that the over-distribution will be
fully recovered by November 30, 2001.

The Partnership's interim financial statements for the first
quarter ended September 30, 2001 will be available within the
next week and preliminary results indicate net year to date
earnings of $1 million.

The Forest & Marine Group operates as a Limited Partnership
primarily engaged in financing heavy mobile equipment,
helicopters, tugs and barges utilized in the British Columbia
forest products and marine industries, as well as other non-
forestry businesses such as supermarkets and food distribution,
small commercial airlines, fishing and processing plants and
wholesale glass distributors.

The Partnership, the Trust and the Company are all Reporting
Issuers under the British Columbia Securities Act. The Company
is also a Reporting Company under the British Columbia Company
Act, whose shares are traded on the Canadian Venture Exchange.

FRUIT OF THE LOOM: Exclusive Period Hearing Set For November 9
DDJ Capital Management, Lehman Brothers and Mariner Investments
object to any further extension of Fruit of the Loom, Ltd.'s
exclusive period during which to solicit acceptances of a plan.
Bruce Bennett, Esq., at Hennigan, Bennett & Dorman, in Los
Angeles, tells Judge Walsh that his Bondholder-clients'
objection contains confidential material and should be held
under seal.

While some of the information the Bondholders rely on is based
on public news reports, some is not yet public.

Judge Walsh will convene a hearing on Nov. 9 to consider whether
the Debtors' exclusive period during which to solicit
acceptances of its plan should be preserved, terminated or
modified.  Consistent with Local Rule 9006-2, the Debtors'
solicitation period is extended through the conclusion of that
hearing. (Fruit of the Loom Bankruptcy News, Issue No. 39;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

GENERAL BINDING: Seeks Amendment to Credit Facility Agreement
General Binding Corporation (Nasdaq: GBND) reported sales of
$197.0 million for its third quarter ending September 30, 2001,
compared to sales of $228.2 million for the same period last
year. Net income, before special charges, was $0.06 per share
for the quarter, equal to the $0.06 per share earned in the
third quarter of 2000. Interest and other expenses were down
$3.4 million compared to last year, favorably impacting earnings
for the quarter.

Included in results for the quarter are restructuring and
operating expense charges totaling $1.3 million related to the
shutdown of operations in Poland and workforce reductions in the
Company's Document Finishing Group and Asia/Pacific operations.
The prior year results include other charges of $1.6 million
related to supply chain management and corporate strategy
consulting projects.

Cash flow as measured by adjusted EBITDA (earnings before
interest, taxes, depreciation, amortization and certain special
items) was $19.4 million, compared to adjusted EBITDA of $24.7
million for the same period last year. Total debt at the end of
the quarter was $376 million, an improvement of $31 million from
the $407 million balance at the beginning of the year.

Operating income in the Company's primary business groups was
negatively impacted by revenue softness in three product
categories. Writing boards and equipment sales were down as weak
business capital spending adversely affected demand for these
products. Additionally, continued weakness in the publishing
market resulted in slower sales of commercial laminating films.
Other product categories, including recurring supplies and
service (which account for nearly 60% of GBC's total revenues),
were roughly flat to last year. Operating results for the
Company's Europe Group improved by $1.6 million due to lower
infrastructure expenses resulting from restructuring activities
initiated late last year.

                Facility Rationalization

Earlier this month, the Company announced the closure of a
manufacturing facility in Ashland, Mississippi. Production will
be transferred from the Ashland facility to Company facilities
in Booneville, Mississippi and Nuevo Laredo, Mexico. This
initiative will result in restructuring charges of $3-$3.5
million in the fourth quarter of 2001, primarily related to
severance and facility write-down expenses. When completed by
late-2002, the Company expects to achieve annualized savings of
up to $5 million from the rationalization effort.


"We continue to maintain all of our strong, leading market
positions across our businesses," said Dennis Martin, Chairman
of the Board. "Our lower financial results for the quarter are
primarily linked to the adverse affect of the economy on sales
of certain products, particularly those that are capital-
related. This has had the greatest impact in our Office Products
Group, which accounted for over two-thirds of GBC's shortfall in
sales. As a result, we do not expect much improvement in our
business in the near term given the current economic outlook.
Despite the weaker sales however, we continue to manage the
controllable areas of our business fairly well, and we continue
to generate free cash flow and reduce our outstanding debt."

"Longer term, we remain confident that we can materially enhance
the Company's overall profitability by successfully building off
of the solid base that the company created last year after
completing an initial phase of cost reduction and
rationalization programs. We are currently leveraging the
knowledge gained from these programs and other best practice
disciplines to finalize a comprehensive set of new initiatives
in each of our businesses. The goal of this thorough review is
to significantly reduce costs and intensify the focus on our
profitable businesses by further streamlining and simplifying
our product lines, customer bases and business processes. We
have initiated several of these programs already this year,
including several workforce reduction initiatives and the
rationalization of operations in Germany, Poland and Ashland,
Mississippi. We expect to announce additional initiatives in
upcoming quarters."


The Company is currently negotiating an amendment to its bank
revolving credit facility to extend the upcoming January 13,
2002 maturity date for the facility. An amendment may include
higher interest rates payable to the lenders commensurate with
facilities of similar credit profiles. The Company is currently
in compliance with all of the financial covenants in its credit

                    Nine-Month Results

For the first nine months of 2001, sales were $606.1 million,
compared to $692.6 million for the same period last year. Net
income for the period, before special items, was $0.09 per
share, compared to net income for the same period last year of
$0.13 per share. Special items, before taxes, totaled $8.3
million and $3.7 million, or $0.45 per share and $0.07 per share
after taxes, for the nine-month periods of 2001 and 2000,

HEARME: Liquidation and Winding-Up Proceedings Begin
HearMe (OTCBB:HEAR), announced that its stockholders have
approved the Company's Plan of Liquidation and Dissolution
offered for vote at the Annual Meeting of Stockholders held
October 22, 2001 in the Sheraton Sunnyvale Hotel, 1111 N.
Mathilda Avenue, Sunnyvale, California.

As a result, the Company is proceeding with the sale of all of
its assets and thereafter intends to return any remaining
capital to the stockholders.

Among other matters, HearMe stockholders also elected six
directors of the Company. A copy of the proxy materials
previously mailed to shareholders can be accessed online at the
SEC's Web site located at or through various other
Web sites offering access to SEC filing materials.

On July 30, 2001, HearMe announced plans for an orderly wind
down of business operations, including a potential sale of the
assets and settlement of liabilities, with the objective of
returning any remaining capital to stockholders. HearMe common
stock is now trading on the OTC Bulletin Board under the symbol

HearMe (OTCBB:HEAR) developed VoIP application technologies that
deliver increased productivity and flexibility in communication
via next generation communications networks. The Company's PC-
to-phone, phone-to-phone, and PC-to-PC VoIP application platform
offers innovative technology and turnkey applications that
simplify the process of bringing differentiated, enhanced
communications services to market. Communications services
supported or enhanced by HearMe technology include VoIP-based
conferencing, VoIP Calling, and VoIP-enabled customer
relationship management (CRM).

Founded in 1995, HearMe is located in Mountain View, California,
and is located on the Internet at

INTEGRATED HEALTH: Court Okays Agreements with Senior Officers
Integrated Health Services, Inc. sought and obtained the Court's
authority to enter into new employment agreements with certain
of their senior officers who otherwise have not been covered by
the Debtors' post-petition actions regarding employment matters
while employment matters concerning many of the Debtors'
executive vice presidents and senior vice presidents who
received loans, as well as those of employees below the officer
level have been taken care of.

With many in the former group, that is, executive vice
presidents and senior vice presidents who received loans from
the Debtors prior to the IHS bankruptcy, the Debtors entered
into post-petition employment agreements which dealt with, among
other things, the tax ramifications the Debtors' forgiveness of
the officer loans caused by the departure of Robert Elkins (the
former chief executive officer of the Debtors) as well as issues
pertaining to severance, indemnification, non-competition, non-
solicitation of the Debtors' employees and other critical
employee related issues (collectively, the Critical Employee

Many of these issues were previously addressed in the officers'
pre-petition employment contracts with the Debtors. With the
latter group, that is, employees below the officer level, the
Debtors received approval for a severance program which
primarily dealt with.

Other than these two groups, the Debtors have a number of senior
vice presidents and managing directors who are vital to their
ongoing business (the Critical Senior Officers). The Critical
Senior Officers did not have loans from the Debtors. Some, but
not all, entered into pre-petition employment contracts with the

The Critical Senior Officers have asked the Debtors to confirm
their employment status with them and, specifically, to address
the Critical Employee Issues. Certain Critical Senior Officers,
who had entered into prepetition employment contracts, are
seeking to clarify the severance aspects of their employment
arrangements with the Debtors. The Debtors are desirous of doing
so, as well as to clarify the non-solicitation and non-
competition aspects of their employment with respect to certain
Critical Senior Officers that did not enter into pre-petition
employment contracts with the Debtors.

The Debtors believe that the Critical Senior Officers are
crucial to the IHS reorganization efforts and that it is
imperative that such officers remain with the Debtors through
the reorganization, and are properly motivated and incentivized.

To address uncertainty with respect to the Critical Employee
Issues and to promote and maintain strong morale among these key
personnel, the Debtors have determined that it is necessary to
enter into post-petition Employment Agreements with them. The
Debtors have negotiated or are near the end of the negotiations
regarding Employment Agreements with respect to the following
seventeen Critical Senior Officers:

      * Allen, Jerry E.,
      * Battee, Cheryl C.,
      * Box, Matthew,
      * Boehringer, Kell M.,
      * Duplantis, Patrick,
      * Friedman, Toni-Jean Lisa,
      * Lekas, Pamela L.,
      * Lee, Rebecca A.,
      * Pompeo, Kirk,
      * Lyon, Terri A.,
      * McDonald, Karen L.,
      * Mercier, Murry,
      * Mignone, Thomas F.,
      * Palinkas, Pamela A.,
      * Phillips, Jeanne M.,
      * Wiederstein, Michael,
      * Wilson, Michael L.

Specifically, the Employment Agreements:

(1) modify the Critical Senior Officers' severance benefits, all
    on substantially similar terms to one another,

(2) with respect to certain Critical Senior Officers that
    entered into pre-petition agreements with the Debtors,
    establish that the Employment Agreements supercede any such
    pre-petition agreements and, therefore, govern all the
    rights and obligations of the parties and

(3) establish uniform non-solicitation and non-competition
    provisions with respect to the Critical Senior Officers.

        The Proposed Post-Petition Employment Agreements

Specifically, although variations exist, all of the Employment
Agreements provide for a term of two years, substantially
uniform confidentiality, and other uniform provisions, plus
specific terms of salary and benefits with respect to each
officer. In addition, the Employment Agreements include the
following key provisions:

  (A) Severance

The Debtors are obligated to pay severance and benefits to the
Critical Senior Officers if the company terminates the Critical
Senior Officers "without cause". Though the severance amounts
vary by Critical Senior Officer, for most officers, they
generally equal 6 months of base salary plus up to an additional
6 months in the event that the Critical Senior Officer is unable
to find a comparable position within such period of time after

At this stage in the Debtors' negotiations with the Critical
Senior Officers, all of the Employment Agreements have a stated
term of two years except for the agreement with respect to Pam
Lekas, a Senior Vice President with the Debtors. Ms. Lekas'
Employment Agreement, unless otherwise terminated by the other
terms of the agreement, shall terminate when the Debtors
determine, in their discretion, that the Claims Administration
Process is substantially completed.

  (B) Indemnification

The Employment Agreements provide for indemnification of each
Critical Senior Officer to the fullest extent permitted by
Delaware law. This provision is consistent with the
indemnification provision in the Debtors' other post-petition
employment agreements.

  (C) Non-Solicitation and Non-Pirating

During the term of the Employment Agreements and for a period of
two years following the termination or natural expiration of
same, the Critical Senior Officers may not, without express
written consent, attempt to (i) solicit, divert or take away any
of the Debtors' employees, clients or customers, or (ii) hire,
entice or persuade any of the Debtors' employees, clients or
customers to alter or terminate their relationship with the

  (D) Non-Competition

During the term of the Employment Agreements and for the period
of one year following the Critical Senior Officer's termination
or resignation, such Critical Senior Officer agrees not to
compete with the Debtors' business without the Debtors' written
consent. This provision is consistent with the non-competition
provisions in the Debtors other post-petition employment

  (E) Mutual Release

Critical Senior Officer acknowledges that Critical Senior
Officer has no claims arising out of or relating to his previous
employment agreements with the Debtors and the Debtors
acknowledges that it knows of no claims arising out of or
relating to Critical Senior Officer's previous employment
agreements with the Debtors. Excepted from the scope of the
Debtors' release of the Critical Senior Officers are any claims
arising out of or relating to any of the following: (i)
violations of law by Critical Senior Officer; or (ii) any matter
as to which Senior Officer did not act in good faith and/or in a
manner Critical Senior Officer reasonably believed to be in the
Debtors' best interests.

The Debtors tell the Court that the salient terms of the
Employment Agreements have been discussed with the Creditors'
Committee and copies of the executed Employment Agreements will
be given to the Creditors' Committee and the United States
Department of Justice.

The Debtors submit that the entry into the Employment Agreements
substantially under the terms described is essential to preserve
and maximize the value of the Debtors' estates. The Debtors
believe that the relief requested is essential to maintaining a
motivated and dedicated workforce, and that the relief requested
herein is designed to do so.

The Debtors believe that entering into the Employment Agreements
is within the ordinary course of the Debtors' business and, as
such, does not require any further order of the Court but have
filed the instant Motion out of an abundance of caution.
(Integrated Health Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

LTV CORP: Selling Mining Assets to Cliffs for $25MM + Debts
Subject to any higher and better offers that may come forward at
the November 14 Auction, LTV Steel Mining Company, and its
partners Youngstown Erie Corporation, Erie B Corporation and
Erie I Corporation, ask Judge Bodoh for an order:

       (i) approving the Asset Purchase Agreement; and

       (ii) authorizing LTVSMC, and all of its partners,
Youngstown Erie Corporation, Erie B Corporation and Erie I
Corporation, to:

             (a) sell substantially all of their assets free and
clear of liens, claims and other encumbrances to Cliffs Erie,
LLC and Rainy River Energy Corporation - Taconite Harbor or the
successful bidder for the Assets at the Auction;

             (b) assume and assign to the Buyer certain related
unexpired leases, effective as of the date of the principal
closing of the sale of the Assets to the Purchasers or the
Buyer; and

             (c) reject other related executory contracts and
unexpired leases, effective as of the Closing Date;

       (iii) establishing the cure amounts required to cure any
monetary defaults under the Assumed Contracts; and

       (iv) approving the State Master Agreement, the related
Release, and the Transition Services Agreement.

        The Purchasers' Relationships with the Debtors

The Debtors tell Judge Bodoh that, as noted in their Motion for
bid procedure approval, the proposed Purchasers of the Assets
are Cliffs and RRTH.  Cliffs and RRTH, through its affiliate
Minnesota Power, have a longstanding relationship with LTVSMC.
In fact, Cliffs Mining Company and LTVSMC entered into a
contract whereby CMC has managed the daily operations of the

Cliffs is also affiliated with Cleveland-Cliffs, Inc., the chair
of the Unsecured Creditors Committee. The Debtors assure Judge
Bodoh that this fact, however, has in no way
undermined the arm's length nature of the Asset Purchase
Agreement. Further, Cliffs' familiarity with the Assets has
allowed the sale to proceed expeditiously.

On October 8, 2001, the sellers entered into the Asset Purchase
Agreement with the Purchasers.

       Assets to be Sold and Liabilities to be Assumed

Pursuant to the Asset Purchase Agreement, Sellers shall sell
substantially all of the assets of LTVSMC, including principally
a mine, a power plant and related assets. Further, the
Purchasers shall be assuming certain liabilities of LTVSMC and
LTVSMC shall be released from certain liabilities pursuant to
the State Master Agreement.

                       Purchase Price

The total Purchase Price for the Acquired Assets to be paid at
the Closings shall be the sum of (i) Twenty-five Million
Dollars, payable in equal shares by Cliffs and RRTK and (ii) the
assumption of the Assumed Liabilities.

The Purchase Price is to be paid as follows: (a) $24,500,000 to
be paid at the Principal Closing, with Cliffs to pay $11,875,000
and RRTH to pay $11,375,000, and (b) $500,000 to be paid by RRTH
at the Transmission Assets Closing. The Principal Closing
encompasses the closing of the purchase and sale of all of the
Acquired Assets and the Assumed Liabilities, except for the
Transmission Assts.  The Transmission Assets Closing encompasses
the closing of the purchase and sale of he Transmission
Facilities, which include a 148k V transmission line, associated
towers, and 138k V transmission equipment.

In accordance with the terms of the Debtors' postpetition
financing documents, 50% of the cash portion of the Purchase
Price must be used to permanently reduce the Debtors'
postpetition financing obligations. The Debtors may retain the
remaining amount of the cash portion of the Purchase Price for
operating expenses or make further payments on account of their
postpetition financing obligations.

                      Exemption from Taxes

Finally, the Sellers seek the exemption from state and local
stamp, transfer, and other similar recording taxes for the
transfer of the Assets to the Buyer, pursuant to the Bankruptcy
Code, because the transfer (a) includes substantially all of the
Sellers' assets and (b) is an important component of the
Debtors' restructuring. Courts have held that an exemption the
Bankruptcy Code is appropriate where, as here, (a) the sale is
of substantially all of the assets of the debtors or (b) is
essential to, or an important component of, the chapter 11

                  Approval of the State Master
               Agreement and Related Stipulation

On October 8, 2001, an agreement was entered into by the State
Of Minnesota, Minnesota Iron Range Resources and Rehabilitation,
Minnesota Department of Natural Resources, Minnesota Pollution
Control Agency and Minnesota Department Of Revenue, Cliffs Erie,
LLC, Cleveland-Cliffs Inc., Minnesota Power, an operating
division of Allete, Inc., Rainy River Energy Corporation -
Taconite Harbor, LTV Steel Mining Company and LTV Steel Company,
Inc.. As a material inducement for each of the parties to the
Asset Purchase Agreement to enter into and perform their
obligations under the Asset Purchase Agreement and the State
Master Agreement, the State and the Departments have agreed to
enter into the State Master Agreement in order to evidence the
State's and the Departments' binding commitment to:

       (i) promptly transfer or cause the transfer of the

       (ii) support the transfer of permits not within its
control; and

       (iii) support approvals necessary and related to the
transactions contemplated by the Asset Purchase Agreement.

The State and the Departments have agreed to provide LTVSMC and
LTV Steel with a release releasing LTVSMC and LTV Steel from all
liabilities of LTVSMC and LTV Steel to the State as of the
Principal Closing Date under:

       (i) the Permits;

       (ii) the leases to be assigned and surrendered to the
State and then reissued to CE and RRTH ;

       (iii) the LTV Steel Mining Company Draft Closure Plan as
filed by LTVSMC on February 26, 200 1, and as it will be
modified by CE in compliance with comments of the DNR and the
PCA as set forth in a letter to LTVSMC dated June 18, 2001; and

       (iv) all expenses including attorneys' and consultants'
fees incurred by the State in collecting any amounts owed, or in
enforcing any responsibilities or requirements of (i),(ii) and

The State and the Departments have further agreed not to assert
any claim that the taconite production, sales, use and
withholding tax obligations of LTVSMC will burden the Acquired
Assets in the hands of either CE or RRTK nor assert a claim
against CE or RRTH for the sales, use, and withholding tax
obligations of LTVSMC or the taconite production taxes which are
the subject of the claims of the Revenue Department against
LTVSMC. In exchange for this promise, LTVSMC and its affiliated
Debtors in Possession agree not to oppose or contest in any
way the Revenue Department's characterization of its claims for
taconite production taxes for tax years 2000, 2001, and 2002 as
priority unsecured claims, and further agree not to oppose or
contest in any way the Revenue Department's determination of the
principal amounts of its taconite production taxes for the tax
years 2000 and 2001, to the extent that such determination does
not exceed $14,767,634 for the 2000 tax year and $10,099,739 for
the 2001 tax year.

Pursuant to the Asset Purchase Agreement and the State Master
Agreement, CE and RRTH have agreed to assume respectively the
Permits, the Reissued Leases, and CE has agreed to assume the
Closure Plan Obligations. The obligations assumed by CE and RRTH
under the State Master Agreement shall not include:

       (i) any obligation of LTVSMC for taconite production
taxes assessed under Minnesota law, or

       (ii) sales, use, or withholding tax obligations of
LTVSMC. CCI agrees to provide the Departments at the Principal
Closing with a guaranty of CE's obligations in respect of the
Closure Plan obligations.

As an inducement to the Departments to enter into the State
Master Agreement, CE and RRTH have each agreed to grant an
option to the ERRR to enable the ERRR to acquire certain Real
Property to be acquired by CE and RRTK respectively, under the
Asset Purchase Agreement.

The State Master Agreement and the Stipulation are in the best
interest of the Debtors' estates and their creditors and should
be approved by this Court. To the extent the State Master
Agreement and Stipulation represent a settlement and compromise
of a dispute between Debtors and the State of Minnesota or its
agencies, Bankruptcy Rule 9019(a) provides that "after notice
and a hearing, the court may approve a compromise and
settlement." Some courts have held that the appropriate factors
to consider include:

       (a) the probability of success in the litigation;

       (b) the difficulties, if any, to be encountered in the
matter of collection;

       (c) the complexity of the litigation involved, and the
expense, inconvenience and delay necessarily attending it;

       (d) the paramount interest of the creditors and a proper
deference to their reasonable views in the premises.

The environmental releases provided to LTVSMC in the Asset
Purchase Agreement are of great benefit to the Debtors' estates
and are integral to the successful sale of the Assets.

          Approval of the Transition Services Agreement

In connection with the Asset Purchase Agreement, LTVSMC and
Cliffs Mining Company have entered into the Employee Benefits
Administration and Transition Services Agreement. CMC had been
providing management services to LTVSMC pursuant to a management
agreement between LTVSMC and CMC, dated May 26, 1993, which
Sellers now seek to reject pursuant to this Motion and in
accordance with the terms of the Asset Purchase Agreement.

Sellers have agreed to reimburse CMC for the direct costs and
expenses incurred by CMC and its affiliates in providing
services pursuant to the Transition Services Agreement plus an
additional amount equal to 25% of the Direct Costs. LTVSMC has
also agreed to indemnify CMC, its officers, directors, employees
and agents for any and all expenses, liabilities, losses or
damages, other than Assumed Liabilities, arising out of or in
connection with the performance of CMC's obligations under the
Management Agreement prior to the Principal Closing Date.

Sellers will require certain services of CMC to enable them to
wind up their activities at the Mine. Given CMC's familiarity
with the Mine and its management, Sellers believe the
performance of these services by CMC represents the most cost-
effective alternative. Accordingly, it is the Sellers' informed
business judgment that the Transition Services Agreement is in
the best interests of the Debtors' estates and should  be
approved by the Court. (LTV Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 609/392-00900)

OJSC OIL: S&P Assigns B Rating to Proposed ABN Amro Facility
Standard & Poor's assigned its single-'B' corporate credit
rating to OJSC Oil Co. Rosneft. At the same time, Standard &
Poor's assigned its single-'B' rating to the proposed loan
participation notes to be issued by ABN AMRO Bank (Luxembourg)
S.A. for the sole purpose of financing its loan to Rosneft.

The outlook is stable.

Standard & Poor's ratings on Rosneft, a large, integrated
Russian oil and gas company, reflect the company's sizable
operations and good prospects for cost-competitive production
growth over the intermediate to long terms.

However, these strengths are offset by its concentration of
operations in Russia, somewhat aggressive debt leverage, and
likely large free operating cash flow deficits for the next
several years as it invests to increase production and modernize
its refineries. Rosneft is owned by the Russian Federation and
represents its largest holding in the sector.

Although Standard & Poor's recognizes that such ownership may
provide the company with competitive advantages, it does not
assume that the current ownership structure will persist
indefinitely or that the Russian Federation will provide
financial assistance to Rosneft. Therefore, Standard & Poor's
has not equalized the ratings of Rosneft and those of its

Companies participating in the oil and gas industry are exposed
to a number of risks, including those presented by the need to
economically replace depleting oil and gas reserves; accessing
sufficient capital to explore for new reserves and develop them;
and to overcome these challenges against a backdrop of highly
cyclical and volatile commodity prices. In addition, companies
participating in the Russian oil and gas industry are exposed to
a number of political and operating risks, including:

    * Changing tax and export regimes,

    * A slow and difficult bureaucracy that can substantially
      delay approval times for new production sharing

    * Domestic prices that are below world markets due to
      inadequate export infrastructure,

    * Vulnerability to domestic inflation without commensurate
      foreign exchange or domestic price relief,

    * Inconsistent access to external capital,

    * Uncertain access to export pipeline infrastructure, and

    * High and possibly increasing costs of accessing such
      transportation assets.

During the downturn of 1998 and 1999, companies also attempted
to exploit bankruptcy proceedings to win control of sizable
assets at values below market (and a significant subsidiary of
Rosneft was the target of such efforts), were forced to sell to
bankrupt or uncreditworthy entities, and were occasionally
compensated through noncash transactions. Although Russia is
undertaking reforms that may reduce these risks over the long
term, many of these risks may recur. Furthermore, diminishment
of these risks is not perfectly correlated to improvement in the
credit ratings of the Russian Federation.

Rosneft (through its operating subsidiaries, of which the most
important are Purneftegas and Sakhalinmorneftegas) is a large,
integrated company with exploration and production ("upstream";
66% of 2000 EBITDA) and refining and marketing ("downstream";
34%) operations. Rosneft's sizable proved reserves total 138.9
million tons of crude oil (1.02 billion barrels; 60% developed)
and 25.2 billion cubic meters of natural gas (64% developed).

Almost all of the company's proved reserves are in Russia, but
the company hopes to achieve better geographic diversification
by investing internationally. About 53% of Rosneft's crude oil
production and 91% of its nonassociated natural gas production
in 2000 were exported. Rosneft's proved reserves, which have
been audited by a highly regarded reserve engineering firm,
exclude very sizable resources associated with new projects off
Sakhalin Island that will be developed on a nonrecourse basis.

As production sharing agreements for these fields are finalized
and these massive resources are booked as proved reserves,
Rosneft's reserve life of about 10.6 years and 6.4 years on a
proved developed basis, which are about average for the
industry, should greatly improve. Rosneft's oil reserves
generally are of high gravity (or "light") and are low in
sulfur. Rosneft would benefit if pipeline regulations were
changed to limit tacit subsidies provided by light producers to
those producing sulfur-laden and heavy crude oils.

Rosneft's natural gas reserve life of 8.4 years (for
nonassociated natural gas) understates the company's true
natural gas resource and production capacity because of
constrained access to infrastructure and markets. However,
commercialization of its vast natural gas resources could prove
to be a major business opportunity for Rosneft as industry
bottlenecks are removed. Recently signed joint venture
agreements with Gazprom should help these initiatives.

Rosneft's upstream cash operating costs are about average, with
cash production costs at less than $6.00 per barrel of oil
(assigning no costs to natural gas production). This cost
estimate excludes high direct and indirect taxes paid by Rosneft
on its production from the Yamal-Nenetskii Autonomous Region, as
well as burdensome transportation costs. Reductions in
controllable costs are expected over time as management, which
has greatly improved since a change of senior personnel in 1999,
continues implementing its best-practices programs and prudent
capital-budgeting processes.

The impact of management on Rosneft is illustrated (with some
help provided by rising oil prices) through a material reduction
in inactive wells, a reversal of production declines in 2000,
and a sizable increase in proved reserves in 2000. If the
company has a compliant pricing and regulatory environment,
annual production increases of at least 5% at competitive costs
are likely over the next several years--with possibly greater
rates achieved if the Sakhalin projects are advanced.

Rosneft's downstream operations provide meaningful free cash
flow, which should increase after the company completes
modernization programs at its refineries. These investment
programs are expected to span at least the next five years. In
2000, Rosneft's three refineries (Komsomolsky, Tuapse, and
Nefteproduct) operated at a 71.3% utilization rate, which is
better than the industry's average of 61.9%, although far below
the rates demonstrated by international refiners or even-larger
Russian competitors.

The Tuapse and Komsomolsky refineries, which are the most
significant for Rosneft, benefit from good access to export
markets and a fair degree of integration with ongoing and
potential upstream operations. (Komsomolsky is connected by
pipeline to the Sakhalin fields.) However, the refineries still
produce a high degree of low-value fuel oil (about 47% of
refined product output) and margins on exports may fall given
rising global environmental standards. Upgrading the refineries
to produce low-sulfur and higher-value products will require
substantial additional capital expenditures although it will
likely provide better margins and operating reliability.

Rosneft's financial profile is somewhat aggressively leveraged.
While a total debt to total capital ratio of 32% would be
considered moderate for a U.S. or European oil and gas company,
the possibility of cash margin compression and irregular access
to capital caused by political and systemic risks related to
Russia--in addition to the company's very large minority
interest accounts--prompts Standard & Poor's to consider this
capital structure somewhat aggressive.

Management's financial goals are fairly prudent, with the
company attempting to capitalize the company in a manner similar
to international competitors. Rosneft's management has been
innovative obtaining nonrecourse project financing and other
financing for development of its Sakhalin Island assets and more
financing arrangements of this type are likely, although such
creditors could rank ahead of Rosneft's creditors in the event
of a bankruptcy.

During the past year, robust oil and gas prices have caused
Rosneft's cash flow protection measures to be strong for the
rating level, with EBITDAX interest coverage (after adjusting
for noncash transactions) covering interest more than 13 times
and funds from operations to total debt averaging about 70%. As
oil prices revert to more normal levels (without adverse changes
in exchange rates, domestic inflation, or real domestic prices),
Standard & Poor's expects that credit measures will weaken, but
remain fairly strong for the rating level. If conditions similar
to those of 1998-1999 were to recur, Rosneft's financial
measures would likely be representative of its rating.

During the next five years, cash flow from operations is likely
to be less than planned capital expenditures ($3.2 billion
cumulatively through 2006 based on oil prices of $17 per barrel,
excluding $1 billion of funds to be invested on behalf of
Rosneft by partners), although Rosneft can defer various capital
expenditures associated with growth projects if capital
resources become tight. Nevertheless, financial flexibility
still is a concern given the company's reliance on short-term
and secured debt instruments and the absence of commodity price

                      Outlook: Stable

Changes to Rosneft's credit rating will be influenced by changes
in the rating of the Russian Federation, as well as factors
peculiar to Rosneft's business and financial profile. An upgrade
of Russia's ratings will not necessarily result in an upgrade of
Rosneft's ratings without a commensurate improvement in
Rosneft's business and financial profile. However, downgrades of
Standard & Poor's ratings on Russia will result in downgrades to
Rosneft's ratings given heightened transfer and convertibility

PACIFIC GAS: Will Assume PPA with Cardinal Cogen as Amended
Pursuant to the Court's order providing for procedures to seek
proposed assumptions by PG&E of Power Purchase Agreements with
Qualifying Facilities (QFs) by Notice rather than Motion,
Pacific Gas and Electric Company gives Notice of its intention
to assume the Power Purchase Agreement between PG&E and Cardinal
Cogen, pursuant to 11 U.S.C. Section 365 and Rules 6006 and 9019
of the Federal Rules of Bankruptcy Procedure.

Cardinal operates a power generation facility with the capacity
49.9 Mw. Cardinal is a counter-party to a PPA, which provides
for the purchase of power by PG&E from Cardinal. PG&E
acknowledges that prior to the commencement of its bankruptcy
case, PG&E failed to pay in full the amount due under the PPA,
resulting in pre-petition claims for payment to Cardinal in the
amount of $11,907,403.81 (the Payables).

Cardinal, on the other hand, failed to pay in full the amount
due PG&E under several gas transportation and energy accounts
prior to the commencement of the PG&E bankruptcy case, resulting
in claims for payment to PG&E in the amount of $605,041.60 (the
Utility Debt).

On June 13, 2001, the CPUC issued Decision No. 01-06-015 (the
"Lynch Decision"), whereby QFs under Standard Offer Contracts
with PG&E may request that their contracts be modified to
replace the energy pricing term with a five-year average fixed
price of 5.37 cents/kWh (the "Price Modification"), as proposed
in the March 23, 2001 comments of the Independent Energy
Producers referred to in Decision No. 01-06-015.

On July 14, 2001, PG&E and Cardinal agreed to amend the PPA to
replace the energy price term with the CPUC price modification
for 5 years (the "PPA Amendment").

PG&E now proposes to enter into an Agreement to assume the PPA
(the "Assumption Agreement") on the following general terms:

      (a) PG&E shall assume the PPA as amended, pursuant to 11
U.S.C. Section 365(b)(1) and (d)(2) and Rules 6006 and 9019 of
the Federal Rules of Bankruptcy Procedure;

      (b) October 18, 2001 shall be the effective date for
PG&E's assumption of the PPA, providing that all conditions set
forth in the Assumption Agreement are met, and further providing
that Cardinal has the right to terminate the Assumption
Agreement and PPA Amendment for a 15-day period following the
entry of the Bankruptcy Court Order approving the Assumption
Agreement, as set forth more fully in the Assumption Agreement;

      (c) PG&E's payment of $11,302,362.21 (the Payables minus
the Utility Debt) on the sooner of several certain dates
identified more fully in the Assumption Agreement;

      (d) Cardinal waives certain potential claims as more fully
set forth in the Assumption Agreement, including any claim to
receive any difference between a "market rate" and the contract
price for energy and capacity delivered to PG&E from and after
April 6, 2001 through the effective date for PG&E's assumption
of the PPA.

PG&E believes that approval of the Assumption Agreement is in
the best interest of the estate because it resolves several
potential claims against the estate without further litigation.

The proposed Assumption Agreement shall be approved by the Court
without a hearing unless a party, within 10 days of the service
of this Notice, files and serves upon counsel for PG&E and the
Official Committee of Unsecured Creditors an objection to the
proposed Assumption Agreement, along with any pleadings,
declarations or other materials in support of such objection.
(Pacific Gas Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

POLAROID CORP: Gets Court's Nod to Pay Prepetition Shipping Fees
Polaroid Corporation seeks the Court's authority to pay certain
pre-petition shipping charges, import obligations, and related
possessory liens.

(A) Imported Goods

     In the ordinary course of business, the Debtors purchase
     goods, materials, products, supplies and relates items from
     outside the country where a particular Debtors primarily
     operates, often at prices lower than the cost of comparable
     domestic goods.

     The Debtors' purchase of the imported goods is vital to the
     Debtors' business operations, Polaroid Chief Administrative
     Officer of Polaroid Corporation Neal D. Goldman tells Judge
     Walsh.  Without the purchase of imported goods, Mr. Goldman
     says, the Debtors could not manufacture or sell many of
     their products under the Polaroid name.

     In connection with the imported goods, Mr. Goldman relates,
     the Debtors have certain import expenses, including customs
     duties, general order penalties, ocean freight, air
     freight, trucking charges, warehousemen's claims, brokerage
     fees, detention and demurrage fees, surety bond premiums,
     consolidation and deconsolidation charges, and the like.

     Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher &
     Flom LLP, in Wilmington, Delaware, tells the Court that
     payment of the import obligations is necessary to obtain
     possession of the imported goods.  Absent payment, Mr.
     Galardi warns, the Debtors' customs brokers may assert
     shipper's and warehousemen's liens against the goods.  The
     United States Customs Service may also assert a lien
     against such goods, Mr. Galardi adds.

     According to Mr. Galardi, payment of the import obligations
     will benefit the Debtors' estates because:

     (a) the Debtors' manufacturing operations might otherwise
         be disrupted,

     (b) the eventual sale of the products so imported will
         generate substantial gross income,

     (c) forfeiture of goods for which the Debtors have already
         become indirectly obligated will be avoided, and

     (d) important customer goodwill, based upon the
         availability of advertised products, will be protected.

(B) Shipping and Distribution

     In the normal course of business, the Debtors pay certain
     fees and charges to commercial common carriers and
     independent regional distributors to ship, transport,
     store, and deliver goods, materials, products, supplies and
     related items.

     Mr. Goldman tells Judge Walsh that the Debtors pre-pay
     nearly all of their shipping charges.  However, Mr. Goldman
     says, certain shippers and distributors periodically
     invoice the Debtors in arrears for services rendered.  The
     Debtors seek to pay the pre-petition shipping claims for
     several reasons:

     (1) If they are not paid, many independent shippers and
         distributors may refuse to perform additional services
         for the Debtors.  In such event, the Debtors will incur
         additional expenses to replace these shippers and
         distributors, which amounts will likely exceed the
         amount of unpaid pre-petition shipping claims that the
         Debtors request permission to pay.

     (2) Any delays in delivery with respect to goods that may
         be in the possession of shipper, warehousemen, customs
         brokers, and distributors will result in the assertion
         of possessory liens upon the Debtors' property, and
         could disrupt the Debtors' inventory distribution
         network to the detriment of the Debtors' operations.

     (3) Some of the goods at issue may be the subject of
         advertising programs by the Debtors.  If the goods are
         not made available promptly, the Debtors may frustrate
         the expectations of their customers and lose customer
         goodwill.  This would be inimical to the Debtors'
         reorganization efforts.

(C) Paying Agent Fees

    The Debtors utilize Cass Logistic, Inc. and Fritz Companies,
     Inc. to pay certain shipping charges in the ordinary course
     of business.  According to Mr. Galardi, the Debtors do not
     have an alternative system in place to pay certain shipping
     claims absent the use of the paying agents.  Therefore, Mr.
     Galardi contends, the continued use of the paying agents to
     process invoices in connection with the shipping claims is
     critical to the Debtors' reorganization.

In sum, Mr. Galardi says, paying the shipping claims is critical
to maintaining the value of the Debtors' business.  Mr. Galardi
tells Judge Walsh that the Debtors' ability to sustain their
current operations and ultimately to reorganize their business
depends upon the Debtors' ability to maintain their distribution
network and provide appropriate levels of service and a steady
supply of goods to their customers.  Absent the relief requested
in this motion, Mr. Galardi claims, the Debtors would be
required to expend substantial time and resources convincing
shippers, distributors, and parties holding goods that they
should not assert a lien on or hold goods in transit.

Mr. Galardi adds that the attendant disruption to the continuous
flow of goods to the Debtors would likely result in a shortage
of goods used by the Debtors in their operations.  Without the
goods, Mr. Galardi contends, the Debtors' business would rapidly
deteriorate and their opportunity to achieve a successful
reorganization would be seriously jeopardized.

Satisfied by the Debtors' arguments, Judge Walsh issues an

    (i) authorizing the Debtors to pay approximately $500,000 in
        pre-petition shipping and import expenses,

   (ii) permitting all banks and other financial institutions on
        which checks with respect to shipping claims that have
        been or may be drawn to receive, process, honor, and pay
        any and all such checks, whether presented prior to or
        after the Petition Date, and

  (iii) providing that payments made to a third party on account
        of a pre-petition claim discussed herein be subject to
        disgorgement in the event that such third party does not
        continue to provide services to the Debtors during the
        pendency of these chapter 11 cases on the same terms as
        existed prior to the Petition Date.

By accepting payment, third parties are expected to continue
uninterrupted provision of services.  If a third party accepts
payment but does not continue to provide services to the
Debtors, then:

    (a) any payment relating to this Order made after the
        Petition Date shall be deemed an avoidable post-petition
        transfer and therefore, shall be recoverable by the
        Debtors in cash upon written request; and

    (b) upon recovery by the Debtors, the claim shall be
        reinstated as a pre-petition claim in the amount so

However, a third party can contest such treatment by making a
written request to the Debtors to schedule a hearing before the

Judge Walsh emphasizes that the authority granted to the
Debtors' to make payments and honor obligations is subject to
any requirements imposed upon the Debtors under any approved
debtor-in-possession financing facility or order with respect to
the use of pre-petition lenders' cash collateral. (Polaroid
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

QUALITY STORES: Bankruptcy Filing Has S&P Giving Out D Ratings
Standard & Poor's lowered its corporate credit and senior
secured bank loan ratings on Quality Stores Inc. to 'D' from
triple-'C' and lowered its senior unsecured debt rating to 'D'
from double-'C'.

The rating action follows the filing of an involuntary
bankruptcy petition for Quality Stores in the U.S. Bankruptcy
Court, and the company's failure to make its October interest
payment of about $5.8 million on its senior notes.

The company is evaluating its options regarding how to continue
with the financial and business restructuring, which has been
going on for several months. Quality Stores plans to close 133
stores as part of the business restructuring.

SAFETY-KLEEN: Signs Employment & Indemnity Pacts with New CAO
Safety-Kleen Corporation asks Judge Walsh for authority to enter
into an employment agreement and an indemnification agreement
with Thomas W. Arnst pursuant to which the Debtors are retaining
Mr. Arnst to serve as the Executive Vice President and Chief
Administrative Officer of Safety-Kleen Corporation, and are
agreeing to indemnify Mr. Arnst.

The Debtors tell Judge Walsh their ability to maintain their
business operations and preserve value for their estates is
dependent upon, among other things, the employment and
dedication of a Chief Administrative Officer who possesses
relevant experience, knowledge and skills.

The Board of Directors determined that a Chief Administrative
Officer with strong leadership abilities is critical to the
Debtors in their efforts towards a successful restructuring and
emergence from bankruptcy.

Mr. Arnst is highly qualified to assume the position of
Executive Vice President and Chief Administrative Officer of the
Debtors. Mr. Arnst has extensive senior management experience in
numerous industries. Most recently, Mr. Arnst served as
Executive Vice President and Chief Administrative Officer of
AmeriServe Food Distribution, Inc., a large food distribution
business, and the AFD Fund, the post-confirmation estate of
AmeriServe and its affiliated debtors. Mr. Arnst's experience
and expertise make him highly qualified for the position of
Executive Vice President and Chief Administrative Officer of

               Summary Of The Arnst Agreements

Upon approval of the Arnst Agreements, Mr. Arnst will serve as
Executive Vice President and Chief Administrative Officer of SKC
and, as Mr. Arnst may agree to from time to time, in appropriate
positions in each subsidiary of SKC, with the duties, functions,
responsibilities and authority customarily associated with such
position. Mr. Arnst shall report to the Chairman of the Board of
Directors, President & Chief Executive Officer of the Company.
The salient terms of the Arnst Agreements are:

       (a) Term and Duties: Mr. Arnst will serve as Executive
Vice President and Chief Administrative Officer of SKC through
February 8, 2003, unless his employment is earlier terminated.

       (b) Salary and Bonus: Mr. Arnst shall receive a monthly
salary of $50,000. Mr. Arnst also will be entitled to a
Retention Fee of $500,000 payable on the first to occur of:

             (i) the effective date of the confirmation of SKC's
                 plan of reorganization;

             (ii) SKC's liquidation;

             (iii) conversion of SKC's proceeding to Chapter 7;

             (iv) Involuntary Termination of the Executive's
                  employment; or

             (v) all or substantially all of the Company's,
                 including any debtor affiliate's, assets are
                 sold or disposed of in one or more

In addition, if the events listed in subparagraphs (i), (ii),
(iii) or (v) do not occur prior to the completion of the
Employment Period and the Executive's employment was not
terminated for cause, death or disability, upon the first to
occur of the events in subparagraphs (i), (ii), (iii) or (v)
herein after the completion of the Employment Period, the
Company shall pay Mr. Arnst a cash amount equal to the Retention

       (c) Termination: If Mr. Arnst's employment is terminated
for cause or he terminates his employment during the Employment
Period other than in an Involuntary Termination, the Company
shall pay him earned but unpaid compensation. If Mr. Arnst's
employment is terminated by an Involuntary Termination, the
Company shall pay him earned but unpaid compensation, including
the Salary that he would have earned for the remaining months of
the Employment Period and the Retention Fee, and shall also
provide him the welfare benefits set forth the Agreement during
the same period.

       (d) Indemnification: Mr. Arnst shall be entitled to
indemnification to the fullest extent provided to other officers
and directors of the Company in accordance with the Certificate
of Incorporation, Articles and By-Laws of the Company, but in no
event less than the maximum extent permitted under Delaware law.
Mr. Arnst will have no liability in his capacity as Executive
Vice President and Chief Administrative Officer or in any other
capacity contemplated by the Arnst Agreements to any of the
Debtors, the Debtors' respective affiliates, and/or any of their
respective creditors, shareholders, employees, officers and/or
bankruptcy estates, and/or to any superseding trustee appointed
with respect to any such estates (whether under Chapter 11 or
Chapter 7), and/or any other person or entity for any claim,
loss, cost or other damage of any nature, except only to the
extent that such liability, claim, loss, cost or other damage is
finally adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to have been caused by Mr.
Arnst's gross negligence or willful misconduct (and any actions,
omissions or other matters taken with Bankruptcy Court approval
will conclusively be deemed not to constitute negligence, gross
negligence or willful misconduct).

Arguably, the Debtors say that entering into contractual
arrangements with a chief administrative officer is within the
ordinary course of the Debtors' business as contemplated by the
Bankruptcy Code. Organizations routinely hire and terminate
senior executives. The absence of such a chief administrative
officer devoted to achieving a successful reorganization would
severely hinder Debtors' ability to emerge from chapter 11
efficiently and effectively.

However, the Debtors thought it more appropriate to file and
notice the Motion because of the obvious significance and
relevance of the Debtors' choice of chief administrative officer
to the creditors and interested parties in these chapter 11
cases. Even if retaining a chief administrative officer is not
considered to be within the ordinary course of business, the
Debtors should be permitted to do so pursuant to sections 105
and 363(b) of the Bankruptcy Code.

The Debtors tell Judge Walsh he should authorize the Debtors to
employ and indemnify Mr. Arnst outside the ordinary course of
business if the Debtors demonstrate a sound business
justification for doing so. Once the Debtors articulate a valid
business justification, "[t]he business judgment rule 'is a
presumption that in making a business decision the directors of
a corporation acted on an informed basis, in good faith and in
the honest belief that the action was in the best interests of
the company.'"

Mr. Arnst clearly is qualified for the position for which he is
being retained. The terms of his employment agreement and the
indemnification agreement are necessary to induce him to accept
employment with the Debtors and are in the best interests of the
Debtors, their estates, creditors and all interested parties.
Moreover, the Debtors have determined that the proposed terms of
the Arnst Agreements are within the range of those for senior
executive officers employed with companies of comparable size,
value and reputation. In addition, the prepetition and
postpetition lenders have approved the terms proposed in the
Arnst Agreements. Accordingly, the Debtors' decision to enter
into the Arnst Agreements consistent with the terms set forth
herein reflects an exercise of the Debtors' sound business
judgment. (Safety-Kleen Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

SIERRA HEALTH: Lenders Waive Covenants re One-Time Charges
Sierra Health Services Inc. (NYSE:SIE) reported that income for
the third quarter of 2001 -- excluding charges relating to the
termination of Texas Health Choice L.C. (TXHC) -- was $4
million, compared with $2.7 million, for the third quarter of
2000, and $2.8 million, sequentially.

Charges totaling $11.6 million, net of tax effects, were taken
during the quarter. Including the charges, net losses were $7.6
million, or 27 cents per share. Revenues for the third quarter
were $376 million compared with $377 million for the same period
in 2000. According to First Call, analysts had expected the
company to post an average third quarter earnings per share of
12 cents.

A mixture of cash and non-cash items comprise the quarter's one-
time charge. Included are write-downs of all Texas-related
assets, accruals for IBNR, receivables, operational contracts
and expected higher medical costs for those members who choose
to remain until the final exit date.

Sierra expects to complete the run out of its Texas HMO
operations by April of 2002. As Sierra has exceeded its debt
reduction and cash flow goals to date, the company's syndicate
of banks has waived covenant restrictions relating to the
current one-time charges. No adverse impact to the existing line
of credit is expected.

The company's medical care ratio was 82.1 percent, an
improvement of 120 basis points from the 83.3 percent reported
in the third quarter of 2000. The general and administrative
expense ratio was 10.2 percent, an increase of 110 basis points
from the 9.1 percent reported in the comparable period in 2000.

The increases were due largely to the offset of slightly higher
military revenues in the third quarter of 2000. Cash flows from
operations were $33.4 million.

"I am extremely pleased with our continued progress," said
Anthony M. Marlon, M.D., chairman and chief executive officer of
Sierra. "Our core Nevada operations are outperforming
expectations for the year, with new sales in Las Vegas
increasing dramatically. Coupled with an excellent quarter for
our military operations, we believe that our return to
consistent profitability is on track."

Same-store commercial membership in Nevada was 168,000, an
increase of nearly 20 percent from the 143,000 reported in the
third quarter of 2000, and a sequential improvement of 14
percent from 147,000. During the third quarter, the company
added several large accounts in Las Vegas, including 14,000 new
members affiliated with the Education Support Employees
Association (ESEA).

Sierra Military Health Services (SMHS) continues its positive
trend with contributions to third quarter operating income of
$2.6 million, compared with $1.5 million in the prior period.
Consistent and timely settlements of contract change orders and
health-care bid price adjustments have helped SMHS recognize
positive cash flows for the fourth consecutive quarter.

SMHS continues to reduce its accounts receivable balance with
the Department of Defense, to $34.7 million from $40.4 million

Early in October, Sierra announced that it planned to exit the
Texas market. As part of that plan, TXHC entered into an
agreement with AmCare Health Plans Inc., a Houston-based health
maintenance organization, to offer replacement coverage to all
large and small groups covered by TXHC.

The replacement coverage option should be available by early
November and Sierra expects most of its nearly 30,000 affected
commercial members to transition by the end of 2001. The company
has also received approval from the Texas Department of
Insurance to withdraw from the state in 180 days, effective
April 17, 2002.

"Despite our best efforts, the Texas operations continued to
lose money," said Marlon. "Sustaining these losses was not
possible and I could no longer justify the distraction from our
core operations. I am extremely optimistic about the company's
financial future now that we are fully focused on our more
predictably profitable markets."

Sierra Health Services Inc., based in Las Vegas, is a
diversified health-care services company that operates health
maintenance organizations, indemnity and workers' compensation
insurers, military health programs, preferred provider
organizations and multispecialty medical groups.

Sierra's subsidiaries serve nearly 1.3 million people through
health benefit plans for employers, government programs and

As of June 30, the Company's cash amounts to $131.4 million
while sort-term debt totals $186.1 million. For more
information, visit the company's Web site at

STARTEC GLOBAL: New Shares Authorized to Firm-Up Debt Workout
Startec Global Communications Corporation (OTC Bulletin Board:
STGC.OB) announced that its stockholders have approved an
increase in the Company's authorized common shares to 300

The Company is a facilities-based provider of Internet Protocol
(IP) communications services, including voice, data and Internet
access, which it markets to ethnic residential  customers and to
enterprises, international long-distance carriers and Internet
service providers that communicate and transact with the world's
emerging economies.

Startec's Board of Directors proposed the increase in authorized
common shares in connection with a preliminary and tentative
agreement Startec has reached with certain of its bondholders on
a plan to eliminate the entire $160 million of the Company's
outstanding 12% Senior Notes due in 2008. Of the shares voted,
91 percent were in favor of the Board's proposal. The additional
authorized shares give the Company the flexibility necessary to
raise additional capital and to finalize and implement the
proposed debt restructuring.

Startec Global Communications is a facilities-based provider of
Internet Protocol, or "IP", communication services, including
voice, data and Internet access. Startec markets its services to
ethnic residential customers located in major metropolitan
areas, and to enterprises, international long-distance carriers
and Internet service providers transacting business in the
world's emerging economies.  The Company provides services
through a flexible network of owned and leased facilities,
operating and termination agreements, and resale arrangements.
The Company has an extensive network of IP gateways, domestic
switches, and ownership in undersea fiber-optic cables.

SUN HEALTHCARE: Court Okays Gazes to Prosecute Avoidance Actions
Sun Healthcare Group, Inc. obtained the approval of the Court to
employ and retain Gazes & Associates LLP as special counsel to
commence and prosecute certain  avoidance actions.

Hence, Gazes will be required to represent the Debtors as
special counsel to commence and prosecute certain avoidance
actions that are not commenced by RL&F. The Debtors covenant to
take appropriate steps to avoid unnecessary and wasteful
duplication of legal services among  Gazes and RL&F.

Gazes seeks compensation for legal services rendered in the
Sun cases on a contingency basis, at the rate of 33 1/3% of the
gross recoveries (inclusive of interest), plus expenses, on all
avoidance actions filed by it in Sun's chapter 11 cases.

The Debtors represents that such compensation is appropriate
based  upon the professional time to be spent by Gazes, the
necessity of such services to the administration of the estate,
the reasonableness of the time within which the services are to
be performed in relation to the results achieved, and the
complexity, importance and nature of the problems, issues, or
tasks addressed in the Sun Healthcare cases. (Sun Healthcare
Bankruptcy News, Issue No. 23 & 24; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

SUNTERRA CORP: Will Make Adjustments to 2000 Earnings Statement
Sunterra Corporation announced that it would make substantial
adjustments to its unaudited retained earnings balance at
December 31, 2000 as a result of adjustments to be made to the
Company's unaudited financial statements for 2000 included in
reports previously submitted to the bankruptcy court and filed
with the Securities and Exchange Commission (under Form 8-K).

The adjustments are the result of an internal review by the
Company in conjunction with the preparation of its audited
financial statements for the year ended December 31, 2000.

The Company, which filed for reorganization under Chapter 11 of
the Bankruptcy Code on May 31, 2000, has not issued audited
financial statements for any period after the year ended
December 31, 1999.  Deloitte & Touche LLP was retained as the
Company's independent auditor in March 2001.

The Company said that the adjustments to its unaudited financial
statements for 2000 relate principally to accounting policy
changes, asset impairment resulting from the bankruptcy, various
year-end closing adjustments and the correction of accounting

These adjustments for 2000 are expected to reduce the unaudited
retained earnings balance at the end of the 2000 fiscal year by
approximately $250 million.  Determination of the final
adjustment amount is subject to completion of the audit and
issuance of the financial statements for 2000, expected to occur
in 2002.

Lawrence E. Young, the Company's Chief Financial Officer, said
that as the Company completes the preparation of its audited
2000 and 2001 financial statements, additional adjustments may
prove necessary and that the previously filed unaudited
financial statements for periods in 2000 and 2001 should not be
relied upon.

Mr. Young noted that these accounting adjustments related to
previously reported unaudited periods in 2000 and 2001 and did
not impact the Company's current business or operations.

Sunterra Corporation, the world's largest vacation ownership
company, has over 80 resorts throughout North America, Europe,
the Caribbean, Hawaii, Latin America and Asia.  The Company also
manages various condominium resorts and hotels in Hawaii and
operates Club Sunterra, a points-based vacation system. The
Company and certain of its affiliates continue to operate their
businesses as debtors in possession under Chapter 11.  The
persons who are current senior management of the Company joined
the Company after it filed for reorganization in May 2000.

SWISSAIR: Seeking Options to Fund Salaries & Severance Benefits
The Swissair Group is in the process of serving notice to many
of its employees. Approximately 9,000 jobs will be eliminated
world-wide, 4,500 of those will affect Switzerland. The
financing of salaries (as of November) and severance benefits
has not yet been secured for the affected employees of companies
in "Nachlassstundung" administration and protection from

The Swissair Group is intensively seeking solutions for the
financing of these payments.

Companies which are not in "Nachlassstundung" will be financing
salaries during the notice period as well as severance benefits
stipulated by contract out of the their current operation. The
number of jobs to be eliminated in these companies in
Switzerland are as follows:

     Gate Gourmet                 300
     SR Technics                  800
     Atraxis                      460
     Swissport Zrich             250
     others                       112

The following companies are in 'Nachlassstundung'; and will
reduce the number of jobs as follows:

     Swissair AG :
          Pilots                  200
          Flight Attendants     1,000
          Ground personnel        540

     Swisscargo                   100
     Cargologic                   190
     Flightlease                   30
     SAirGroup Corporate          410

The financing of the salaries during the notice period for these
employees has explicitly not been provided for within the
Phoenix Plus plan. Moreover, the court-appointed administrator
decided not to consider the contracts of employment of these

This means that employees who are given notice by a company in
"Nachlassstundung" and released from duties are entitled to
salary payments and severance benefits. However, these payments
can only be made after the completion of liquidation proceedings
which is expected to last several years. These employees will
therefore be compelled to claim unemployment benefit already in

The Swissair Group has been working together intensively with
the administrator, the government and banks since October 8,
2001 in an effort to find a solution to support these financial
claims in a timely manner. Until now, no solution has been
found. The Swissair Group management will do everything in their
power to enable a fair solution for everyone.

The Swissair Group is working together with Crossair in an
effort to offer contracts of employment to as many employees as
possible who can be employed in the new Swiss airline. No
concrete solutions have been found in this situation either.
Until now, potential employees belonging to this group have not
yet been served notice.

In addition, the administrator has also decided that he will not
consider the financing of the "Option 96", a Swissair Group
early retirement programme established in 1996. The Swissair
Group is also intensively looking for financial solutions to
support the claims of these former employees.

The Swissair Group would like to thank all of their employees
for the admirable loyalty and extraordinary commitment they have
displayed during these difficult days of uncertainty.

TIOGA TECHNOLOGIES: Falls Short of Nasdaq Listing Requirements
Tioga Technologies (NASDAQ: TIGA) announced that on October 17,
2001 it received a Nasdaq Staff Determination indicating that it
fails to comply with the minimum level of net tangible assets,
stockholders' equity and minimum bid price required for
continued listing on the Nasdaq National Market under
Marketplace Rules 4450 (a)(3) and (5) and that its securities
are, therefore, subject to delisting from The Nasdaq National

The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. There
can be no assurance the Panel will grant the Company's request
for continued listing. Should the request be denied, the
Company's ordinary shares may trade on the Over The Counter-
Bulletin Board (OTCBB) market following the delisting, if
brokers are interested in making a market in the shares.

In the event that the Company's appeal is denied, and Tioga's
shares are delisted from the Nasdaq National Market within one
year following their listing on the Tel Aviv Stock Exchange
(TASE), they may also be delisted from the TASE, unless Tioga
publishes a prospectus in Israel or otherwise satisfies the TASE
listing requirements.

Tioga Technologies Ltd. (NASDAQ: TIGA) is a leading provider of
standard Ics for broadband communications with expertise in both
systems and deployment. Tioga's digital subscriber line (DSL)
ICs enable the digital transmission of voice, video and data
over standard telephone lines. Tioga develops chips employing a
range of DSL technologies including ADSL/G.lite, HDSL, SDSL, and
VDSL. Tioga is headquartered in San Jose, California, and
maintains its R&D center in Tel Aviv, Israel. For more
information, visit the Company Web site at

TRI-NATIONAL: Case Summary & 20 Largest Unsecured Creditors
Debtor: Tri-National Development Corp.
        480 Camino Del Rio S., Sutie 140
        San Diego, CA 92108
        (619) 718-6370

Chapter 11 Petition Date: October 23, 2001

Court: Southern District of California (San Diego)

Bankruptcy Case No.: 01-10964-JH

Judge: John J. Hargrove

Debtor's Counsel: Colin W. Wied, Esq.
                  C. W. Wied Professional Corporation
                  501 West Broadway
                  Suite 1780
                  San Diego, CA 92101-8567
                  Tel: (619) 338-4030
                  Fax: (619) 338-4022

Estimated Assets: $50 million to $100 million

Estimated Liabilities: $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Guy O. Keller IRA           Promissory note         $436,922
7120 Cypress Ln
Charlotte, NC 28210-2469
(704) 643-5409

Villa Serena                1,200,000 shares        $317,000
2043 Dairy Rd.              of Debtor's stock       (36,000
Attn: Eugenio Lopez         now worth $36,000        secured)
San Ysidro, CA 92173
(619) 690-3912

Commercial Money Center     Judgment                $265,757
Richard A. Solomon, Esq.
12555 High Bluff Dr.,
Ste. 260
San Diego, CA 92130

Harvey Burton               Judgment                $250,000
Investment Funding
10920 SW 62 Ave.
Miami, FL 33156
(305) 665-9960

George E. DeBlanc-IRA       Promissory note         $247,195

Larry Franklin K. Brown     Promissory notes        $241,099

Betty B. Brown- IRA         Promissory notes        $221,562

Samuel McNeil-IRA           Promissory note         $212,590

Albert J. Fabulich          Promissory notes        $195,163

Randall I. Williams TTEE    Promissory note         $192,713

Darlene L. Faustine Trust   Promissory notes        $156,713

Johanna F. Hollender        Promissory notes        $139,156

Norman H. McLaughlin        Promissory notes        $137,347

Arleigh M. Lee              Promissory note         $135,537

Brenda Wilson               Promissory note         $134,929

Hugo Cianciulli             Promissory note         $127,524

Lynn Olyha Faust            Promissory note         $127,819

Edmond L. Rey, Trustee      Promissory notes        $127,368

Roberta I. Backman- IRA     Promissory note         $124,058

Rudolph & Ruth Hardee       Promissory notes        $120,110

USG CORP: Lower SHEETROCK Prices Contribute to Low Net Earnings
USG Corporation (NYSE: USG) reported third quarter 2001 net
sales of $842 million and net earnings of $27 million.  This
compared with net sales of $956 million and net earnings of $65
million in the third quarter last year.

This year's third quarter results benefited from the reversal of
certain restructuring-related charges taken last year.  The
reversals increased net earnings by $7 million in the quarter.

The decline in sales and earnings was primarily due to lower
selling prices for SHEETROCK brand gypsum wallboard sold by
USG's United States Gypsum Company subsidiary.  Prices have
fallen considerably over the past two years as the gypsum
wallboard industry has added significant amounts of new
capacity.  Market conditions did improve somewhat during the
third quarter as demand grew and some excess industry capacity
closed, allowing the company to raise prices for the first time
since the end of 1999.

"The U.S. gypsum wallboard market was stronger in the third
quarter than in the first half of the year," stated William C.
Foote, USG Corporation Chairman, CEO and President. "As the
leading domestic producer and distributor of gypsum wallboard,
this was a plus for USG."

Looking ahead, the Corporation is watching closely to see what
happens to commercial construction and whether the strength in
the housing market is sustainable.  USG subsidiaries are major
suppliers to both markets.  There is definitely a slowdown
underway in commercial construction and there have been some
signs of softness in the housing market.

"A slowdown in these markets would translate into lower levels
of demand for USG products and cause renewed pressure on gypsum
wallboard pricing, and on margins in USG's other businesses,"
said Foote.

Net sales for the first nine months of 2001 were $2,474 million,
versus net sales of $2,940 million for the same period in 2000.
Net earnings for the first nine months were $25 million compared
to $264 million for that period last year.

                 North American Gypsum

USG's North American gypsum business recorded net sales of $504
million and operating profit of $27 million in the third
quarter.  This compared with net sales and operating profit of
$575 million and $78 million, respectively, in the third quarter
last year. Significantly lower realized prices for this
business's primary product, Sheetrock brand gypsum wallboard,
more than offset the benefits of higher shipments and lower
production costs for that product line, leading to the lower

United States Gypsum Company realized third quarter 2001 net
sales of $459 million and operating profit of $13 million.  This
compared with net sales and operating profit of $528 million and
$64 million, respectively, in the third quarter last year.  U.S.
Gypsum's nationwide average realized price of wallboard was
$82.25 per thousand square feet during the third quarter,

32 percent lower than the average of $121.13 achieved in the
third quarter last year.  Prices, which had fallen for six
consecutive quarters, began to improve during the third quarter
this year.  Improved market conditions enabled the company to
implement several price increases during the quarter leading to
a 14 percent improvement in its average price compared to the
second quarter this year.  The average realized price in
September was about $92 per thousand square feet compared with
$68 per thousand square feet in June of this year.

U.S. Gypsum shipped 2.7 billion square feet of Sheetrock brand
gypsum wallboard in the third quarter.  This is an all-time
record level of shipments, and 10 percent more than in the third
quarter of 2000.  For the first nine months this year, shipments
totaled 7.4 billion square feet, up 7 percent from the same
period last year.  U.S. Gypsum's wallboard plants operated at 97
percent of capacity in the third quarter compared to 93 percent
last year.  The company estimates that the industry as a whole
operated at 86 percent of capacity during the quarter.

The gypsum business of Canada-based CGC Inc. reported third
quarter 2001 net sales of $53 million which equaled last year's
third quarter.  Operating profit of $6 million declined from $9
million in last year's third quarter. Net sales for CGC were
unchanged as increased shipments of wallboard offset the impact
of lower realized selling prices.  Operating profit declined due
to the combination of lower prices and higher unit costs for

                    Worldwide Ceilings

USG's worldwide ceilings business recorded net sales of $168
million and operating profit of $10 million in the third
quarter.  This compared with net sales and operating profit of
$183 million and $18 million, respectively, in the third quarter
of 2000. The results reflect weakness in market conditions for
ceiling products worldwide, as the slowdown experienced
previously in international markets spread to North America.

USG's domestic ceilings subsidiary, USG Interiors, had operating
profit of $9 million in the third quarter, compared with $17
million in the third quarter last year.  Lower shipments of both
ceiling tile and grid products were the primary reason that
operating profit declined.  Work on many major commercial
construction projects slowed during the quarter, and some were
suspended indefinitely, as job cutbacks and a slowing economy
lessened the need for new or renovated office and retail space.
The ceilings business of Canada-based CGC contributed $2 million
in operating profit, $1 million higher than last year.  USG
International had a loss of $1 million, compared to a breakeven
performance in the third quarter of 2000.

               Building Products Distribution

L&W Supply, USG's building products distribution subsidiary,
reported third quarter 2001 net sales of $294 million, compared
to $346 million in the same period a year ago.  The decline in
revenues was almost entirely due to significantly lower selling
prices for wallboard, its largest single product line.
Operating profit for L&W Supply was $16 million in the quarter
versus $33 million in the third quarter of 2000.  The decline in
profitability was largely due to lower margins on gypsum
wallboard sales, as well as reduced sales and margins on
complementary building products.  As of September 30, 2001, L&W
operated 189 locations in the U.S. distributing a variety of
gypsum, ceiling and other related building materials.

                Other Consolidated Information

Third quarter 2001 selling and administrative expenses decreased
$4 million, or 5 percent, year-over-year, principally due to
lower levels of expenses for marketing programs and travel.
Selling and administrative expenses were 8.2 percent of net
sales in the third quarter, which was the same rate experienced
for all of 2000.

Capital expenditures for the third quarter and first nine months
of 2001 were $18 million and $75 million, respectively.
Expenditures for the same periods last year were $78 million and
$310 million.  Capital spending is lower in 2001 due to the
completion of a major strategic investment program.

For the third quarter, USG's Chapter 11 reorganization expenses
reflected $2 million of interest income earned by the USG
companies in Chapter 11, offset by $1 million of legal and
financial advisory fees.  Under SOP 90-7, interest income earned
on cash accumulated as a result of the Chapter 11 filing is
recorded as an offset to Chapter 11 reorganization expenses.

During the quarter USG reversed $9 million of previously
recorded restructuring reserves to reflect changes from previous
estimates for, and the scope of, restructuring activities
undertaken.  Additionally, USG reversed restructuring-related
inventory reserves totaling $3 million to cost of products sold
because the sale or use of certain affected inventory exceeded
expectations.  These two items had the effect of increasing
operating profit by $12 million and net earnings by $7 million
in the quarter.

As of September 30, 2001, USG had $395 million of cash and cash
equivalents on hand, up from $304 million as of June 30, 2001,
and $70 million as of December 31, 2000.  There have been no
borrowings on the company's debtor-in-possession (DIP) financing

USG and its principal domestic subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in Delaware on June 25, 2001.  This action was
taken to resolve asbestos-related claims in a fair and equitable
manner, to protect the long-term value of their businesses and
to maintain their leadership positions in their markets.

USG Corporation is a Fortune 500 company with subsidiaries that
are market leaders in their key product groups: gypsum
wallboard, joint compound, cement board and related gypsum
products; ceiling tile and grid; and building products
distribution. For more information about USG Corporation, visit
the USG home page at

UNITED AIRLINES: Flight Attendants Call For Goodwin Replacement
United Airlines flight attendants continue to send letters to
the airline's Board of Directors asking them to save the
venerable airline and replace CEO Jim Goodwin before more damage
is done.

The following statement was issued Friday by flight attendant
representative Linda Farrow, president of the United Master
Executive Council of the Association of Flight Attendants, AFL-

"Flight attendants began calling for Goodwin to step down over a
week ago. The IAM has now made their wishes clear that it's time
for a new leader for our airline. That means an overwhelming
majority of United Airlines' employees have lost faith in our

"Employee relations are at an all-time low. For Goodwin to
continue as our company's leader would further hurt employee
morale, and we need every employee working to fix the problems
created by current management and the disastrous events of
September 11.

"Our airline has been dramatically hurt by current management's
focus on making deals -- the failed merger with US Airways, the
multi-million dollar funding and creation of NewVentures and its
subsequent purchase of, and the creation of Avolar
-- that have taken the focus from the business of running the
airline. If history is our best teacher, then Goodwin has failed
that subject, as well. He should have learned from former United
CEO Richard Ferris' failed experiment with Allegius in the mid
1980's that changed the airline's focus and made running the
greatest airline in the world secondary to the pursuit of other
business ventures, including the purchase of Hertz and Westin

"When Goodwin took the reins, our airline was poised as the
strongest, biggest, and best airline in the world. Now we're the
laughing stock of Wall Street. The perception is we're a company
with no direction, as evidenced by our stock and bond ratings.

"Flight attendants have been writing letters to the UAL Board of
Directors over the past week, asking for Goodwin to be replaced.
We now call on the Board to take advantage of the fact that
they're meeting, and get the process of finding a replacement
moving forward now."

The letters flight attendants are sending to UAL's Board can be
seen at

More than 50,000 flight attendants, including the 26,000 United
flight attendants, join together to form AFA, the world's
largest flight attendant union. Visit at

UNITRONIX: Must Seek Financing Options to Ensure Continuance
Unitronix Corporation does not have adequate cash reserves to
meet its future cash requirements. The Company is seeking to
raise additional working capital through debt or equity

The Company's ability to continue as a going concern will depend
upon successful completion of such financing and on its ability
to market its inventory. The Company does not expect to have to
purchase any property or equipment over the next year that
cannot be financed in the ordinary course of business.

Total revenue for the year decreased by 31% from the year ended
June 30, 2000 to the year ended June 30, 2001.  Revenue from
software related services decreased by 33% as customers continue
to migrate to other ERP systems, thus eliminating their need for
PRAXA maintenance and support services.  Management expects the
migration of PRAXA users to other systems to continue.

The sale of tenement maps and related services by EnerSource
Mapping, Inc., formerly a majority owned subsidiary of the
Company that started operating on February 1, 2000, contributed
approximately $26,000 to fiscal year 2001 revenues, an 18%
decrease from the previous fiscal year.  The Company's interest
in this subsidiary was sold to the minority shareholder in
April, 2001.

The Company sustained a loss from operations of $211,006 in
fiscal year 2001 as compared with a loss from operations of
$331,522 in fiscal 2000, primarily due to its 31% decrease in
revenues.  Interactive Mining Technologies and its majority-
owned subsidiary, EnerSource Mapping, experienced a loss from
operations of approximately $215,000, while the PRAXA software
business recorded an operating profit of $3,500.

The Company realized a nonrecurring, non-operating gain of
$214,286 from the sale of IMT's interest in Enersource Mapping,
Inc.  This gain is a partial recovery of the funds that the
Company and its shareholders had invested in the start-up and
ongoing operation of Enersource Mapping, Inc.

W.R. GRACE: Equity Panel Hires Kramer Levin as Lead Counsel
The Official Committee of Equity Holders of W. R. Grace & Co.
asks Judge Farnan to approve their employment of the law firm of
Kramer Levin Naftalis & Frankel LLP as the Committee's counsel,
retroactively to the Committee's formation on July 18, 2001.

The Committee states that Kramer Levin is expected to render
such legal services as the Committee may consider desirable to
discharge the Committee's responsibilities and further the
interests of the Committee's constituents in these cases. In
addition to acting as primary spokesman for the Committee, it is
expected that Kramer Levin's services will include, without
limitation, assisting, advising and representing the Committee
with respect to the following matters:

       (a) The administration of these cases and the exercise of
oversight with respect to the Debtors' affairs including all
issues arising from the Debtors, the Committee or these Chapter
11 cases;

       (b) Preparation on behalf of the Committee of necessary
applications, motions, memoranda, orders, reports and other
legal papers;

       (c) Appearances in Court, appearances at statutory
meetings of creditors, and appearances at other meetings, as
necessary to represent the interests of the Committee;

       (d) The negotiation, formulation, drafting and
confirmation of a plan or plans of reorganization and matters
related thereto;

       (e) Such investigation, if any, as the Committee may
desire concerning, among other things, the assets, liabilities,
financial condition and operating issues concerning the Debtors
that may be relevant to these Chapter 11 cases;

       (f) Such communication with the Committee's constituents
and others as the Committee may consider desirable in
furtherance of its responsibilities; and

       (g) The performance of all of the Committee's duties and
powers under the Bankruptcy Code and the Bankruptcy Rules and
the performance of such other services as are in the interests
of those represented by the Committee.

Kramer Levin has indicated its willingness to serve as counsel
to the Committee and to receive compensation and reimbursement
in accordance with its standard billing practices for services
rendered and expenses incurred on behalf of the Committee, in
accordance with the provisions of the Bankruptcy Code or as
otherwise ordered by the Court. The firm's billing practices and
rates are consistent with those generally governing Kramer
Levin's representation of its other clients.

The principal attorneys expected to represent the Committee in
this matter and their current hourly rates are:

           Professional            Hourly Rate
           ------------            -----------
          Thomas Moers Mayer           $515
          Philip Bentley               $425
          Robert T. Schmidt            $425
          Catherine Finnerty           $325
          Amy Caton                    $280

In addition, other attorneys and paraprofessionals may from time
to time provide services to the Committee in connection with
these bankruptcy proceedings. The range of Kramer Levin's hourly
rates for Kramer Levin's attorneys and legal assistants is as

           Partners                  $400-$575
           Counsel                   $420-$575
           Associates                $200-$410
           Legal Assistants          $140-$165

Mr. Mayer, a member of the firm, avers to Judge Farnan that he
and the firm are disinterested parties who neither hold nor
represent any interest adverse to the Committee or these estates
in the matters for which approval of employment is sought.

However, in the interests of full disclosure, Mr. Mayer advises
Judge Farnan that in connection with this proposed retention, he
caused the names of the Debtors, their principals, their
subsidiaries, the significant creditors of the Debtors and other
significant parties to be input into Kramer Levin's conflict
check database to determine whether Kramer Levin has connections
to such parties and if so, whether such connections relate in
any way to the proposed representation of the Committee in this

In addition, the list of such parties was circulated by
electronic mail to all Kramer Levin attorneys to determine
whether any attorney has any relationship with any such party.
Based on this review process, it appears that Kramer Levin does
not hold or represent an interest that is adverse to the
Debtors' estates and is a disinterested person who does not hold
or represent any interest adverse to and has no connection
(subject to the disclosures set forth below) with the Debtors
herein, their creditors or any party-in-interest herein in the
matters upon which Kramer Levin is to be retained. Accordingly,
Mr. Mayer believes Kramer Levin to be a "disinterested person"
within the meaning of the Bankruptcy Code, subject to the
following disclosures:

       (a) Kramer Levin was retained by Peninsula Partners,
L.P., an entity that is now a member of the Committee, both
prior to and in connection with matters relating to the Debtors'
chapter 11 cases. Peninsula has released Kramer Levin from its
[obligation] to represent it individually in order for Kramer
Levin to serve as counsel to the Committee. In connection with
the representation of Peninsula, Kramer Levin believes it may
have completed legal work that is necessary to and will benefit
the estates and, accordingly, Kramer Levin reserves its right to
request compensation for those services on an administrative
expense basis. In addition, Kramer Levin does not believe that
it is not disinterested because of its prior representation of

       (b) In matters unrelated to the Debtors, Kramer Levin has
represented creditor committees in the past where certain
creditors of the Debtors were members of the committee or were
bondholders of the debtors in those cases.  These were: The Bank
of America, The Bank of New York, Credit Lyonnais, Credit Suisse
First Boston and First Union Bank (Official Committee of
Unsecured Creditors of Recycling Industries, Inc. and the
Official Committee of Unsecured Creditors of Edison Brothers
Industries, Inc.).

       (c) In matters unrelated to the Debtors, Kramer Levin
currently represents a 47-member bank group in the chapter 11
case of Owens Coming Corp. The following members of the Owens
Coming Bank Group are creditors of the Debtors: The Bank of
America, The Bank of New York, Barclays Bank, PLC, Chase
Manhattan Bank, Citibank, N.A., Credit Lyonnais, Credit Suisse
First Boston, and J.P. Morgan Securities Inc.

       (d) In matters unrelated to the Debtors, Kramer Levin
represents or has represented BNP Paribas (formerly known as
Banque Paribas) that participated in, or served as agent bank
for, loans in which some banks and financial institution that
are creditors of W.R. Grace also served as participants or agent
bank, including the following: The Bank of America
(participant), The Bank of New York (agent bank), Chase
Manhattan Bank (participant), Credit Lyonnais (agent bank),
Dresdner Bank (participant), and J.P. Morgan (participant).

       (e) Kramer Levin formerly represented Wells Rich Green,
an advertising agency, in a litigation with a landlord
concerning a dispute over restoration costs for the premises
upon termination of the lease. The restoration costs included
asbestos abatement expenses. The landlord of the premises
commenced a separate action and received a judgment against W.R.
Grace for the costs of asbestos removal. Wells Rich Green was
not a party to the landlord's action.

       (f) In matters unrelated to the Debtors, Kramer Levin
represents or has represented the following creditors of the
Debtors or affiliates: The Bank of America (corporate matters,
creditors' rights), The Bank of New York (corporate and
litigation matters), Bank of Nova Scotia (tax matters), Barclays
Bank (corporate matters; bank group), Chase Manhattan Bank
(corporate and trust matters), Citibank N.A. (intellectual
property, corporate, trust, litigation and tax matters),
Citibank International PLC (financing matter), CNA Insurance Co.
(litigation matters),Credit Lyonnais (corporate matters), Credit
Suisse First Boston Corp. (litigation matters), and HSBC
(corporate matters).

       (g) As part of its practice, Kramer Levin routinely
represents buyers and sellers of distressed debt and securities.
Kramer Levin has not represented any client in connection with
the purchase or sale of the Debtors' bonds and/or debt. One or
more clients of the firm may now or later purchase secured or
unsecured claims against one or more Debtors. Kramer Levin
believes that its representation of such parties in matters
unrelated to the Debtors will have no effect on its
representation of the Committee in these proceedings. Of course,
Kramer Levin will not represent any bank or other entity in the
purchase or sale of any debt or securities of the Debtors during
Kramer Levin's representation of the Committee herein.

       (h) The Debtors have numerous creditors and other
parties-in-interest. Kramer Levin may have in the past
represented, and may presently or in the future represent or be
deemed adverse to, creditors or parties-in-interest in addition
to those specifically disclosed herein in matters unrelated to
these cases. Kramer Levin believes that its representation of
such creditors or other parties in such other matters has not
and will not affect its representation of the Committee in these

Mr. Mayer warns that Kramer Levin is a full service law firm
with very active creditors' rights, real estate, intellectual
property, corporate and litigation practices. Kramer Levin
appears in cases, proceedings and transactions involving many
different attorneys, accountants, financial consultants and
investment bankers, some of which now or may in the future
represent claimants or parties in interest in these cases.
Kramer Levin has not and will not represent any of such entities
in relation to the Debtors in these chapter 11 cases nor have
any relationship with any such entity, attorneys, accountants,
financial consultants, and investment bankers winch would be
adverse to the Committee, the Debtors or their estates.

Judge Farnan authorizes this employment retroactively to July
18, 2001. (W.R. Grace Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

WHEELING-PITTSBURGH: Wants Third Extension of Exclusive Periods
Wheeling-Pittsburgh Steel Corp., the Official Committee of
Unsecured Noteholders, and the Official Committee of Unsecured
Trade Creditors, present Judge Bodoh with a second stipulation
and agreed order extending the time period within which the
Debtors may exclusively file a plan of reorganization to and
including November 2, 2001, and the time period in which only
the Debtor may solicit acceptances of the plan to and including
January 2, 2001.

By this stipulation, the time periods for the Committees to
object or respond to the Debtors' Motion is continued to October
29, 2001.  A hearing on the Debtors' Motion is continued to
November 1, 2001, at 1:30 p.m. in Youngstown. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

* BOND PRICING: For the week of October 29 - November 2, 2001
Following are indicated prices for selected issues:

Amresco 9 7/8 '05                  24 - 26(f)
Asia Pulp & Paper 11 3/4 '05       24 - 26(f)
AMR 9 '12                          90 - 91
Bethelem Steel 10 3/8 '03           6 -  8(f)
Chiquita 9 5/8 '04                 77 - 79(f)
Conseco 9 '06                      52 - 54
Global Crossing 9 1/8 '04          17 - 19
Level III 9 1/8 '04                42 - 44
McLeod 11 3/8 '09                  28 - 30
Northwest Airlines 8.70 '07        72 - 74
Owens Corning 7 1/2 '05            35 - 37(f)
Revlon 8 5/8 '08                   42 - 44
Royal Caribbean 7 1/4 '18          62 - 64
Trump AC 11 1/4 '06                62 - 64
USG 9 1/4 '01                      72 - 74(f)
Westpoint 7 3/4 '05                32 - 34
Xerox 5 1/4 '03                    80 - 82


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

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

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

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


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

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

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

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

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

                     *** End of Transmission ***