TCR_Public/011031.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, October 31, 2001, Vol. 5, No. 213

                          Headlines

AGERE SYSTEMS: Adds Ingram Micro to ORiNOCO Wireless Systems
ALLIED HOLDINGS: S&P Concerned About Weakening Credit Profile
AMC ENTERTAINMENT: Strategic Plan Yields Positive Results in Q2
AMES DEPARTMENT: Moves to Reject 47 Closed Store Leases
ASSISTED LIVING: Securities Delisted From AMEX Effective Oct. 26

AT HOME: Talking With Third Parties to Sell Media Assets
AVADO BRANDS: Q3 Loss Swells to $64M After $45M Asset Write-Down
BETHLEHEM STEEL: Will Honor Prepetition Customer Obligations
BRIDGE INFO: Gets Okay to Assign Contracts & Leases to Moneyline
BROADBAND WIRELESS: Takes Over Entertainment Direct.TV

BROADWING INC: S&P Places Low-B Ratings on Outlook Negative
C2 MEDIA: U.S. Trustee Files Objection To DIP Financing Plan
CHART INDUSTRIES: Expects to Firm-Up Refinancing by Year-End
COMDISCO: Agrees to Sell Availability Solutions to HP for $750MM
CRESCENT REAL: S&P Airs Concern About Share Repurchase Program

DYLEX LTD: Creditors Urge Trustee to Probe & Sue McCrory
EXODUS COMMS: Signs-Up Bingham Dana as International Counsel
FRUIT OF THE LOOM: Court Okays Travelers Indemnity Co. Agreement
GRAHAM-FIELD: Has Until January 28 to File Reorganization Plan
HOMESEEKERS.COM: Sheds 34 Jobs as Part of Cost-Cutting Measures

HYPERFEED: Retail Business Continues to Cause Financial Strain
INPRIMIS INC: Now Trading Shares on OTCBB After Nasdaq Delisting
INTEGRATED HEALTH: Will Transfer Clara Burke Operations to Fox
INTERLIANT: Selling Non-OEM Web Hosting Business to Interland
JAGNOTES.COM: Ability to Continue Remains Dubious Due to Losses

KERSAF: Unit Defaults on Interest Payment on $12M Sun Int'l Note
MARINER POST-ACUTE: Parties Back MOU to Purchase MHG Bank Claims
MONTANA POWER: Files Revised Electric Transition Cost Plan
MOSLER INC: $28 Million Asset Sale to Diebold Nears Closure
ON SEMICON: Incurs Net Loss in Q3 Due to $13MM Stock Conversion

PACIFIC GAS: CPUC Releases Decision on 1999 General Rate Case
POLAROID: Flaschen & Smits Serving as Foreign Representatives
PROBE EXPLORATION: Leduc Assets Closing Date Extended to Nov. 29
REGAL CINEMAS: Anticipates $72MM Operating Loss This Year
SERVICE MERCHANDISE: Retiree Panel's Life Continued to Nov. 30

SUN HEALTHCARE: Sues Shared Healthcare to Recoup $28M Payment
TITANIUM METALS: Reduces Operating Rates in 4 U.S. Facilities
TITANIUM METALS: Wary About Sept. 11 Events Impact on Q4 Results
TOWER RECORDS: Agrees with Lenders to Max 12.75:1 Leverage Ratio
USG CORPORATION: Asks for Exclusive Period Extension to May 1

UNIQUE BROADBAND: Trial with Ex-CEO to Commence on March 1
UNITED PETROLEUM: Case Summary & 17 Largest Unsecured Creditors
VALLEY PRIDE: Case Summary & 20 Largest Unsecured Creditors
VALLEY PRIDE: GE Capital Drops Objections to DIP Financing
VENCOR: Court Okays Success Fee for Wachtell As Panel's Counsel

WHEELING-PITTSBURGH: Enters Into New Lease with Great Lakes
WINSTAR COMMS: Resolves Legal Squabble with Pacific Bell
WOLF CAMERA: Wants Plan Filing Period Extended to December 18

* Meetings, Conferences and Seminars

                          *********

AGERE SYSTEMS: Adds Ingram Micro to ORiNOCO Wireless Systems
------------------------------------------------------------
Agere Systems (NYSE: AGR.A) announced that Ingram Micro Inc.
(NYSE: IM), the largest global wholesale provider of technology
products and supply chain management services, has been added to
the distribution network of Agere's industry-leading ORiNOCO
wireless networking products.

Ingram Micro will be responsible for distribution to retailers,
e-tailers, service providers, VARs, direct marketers and
computer dealers throughout the Americas.

Ingram Micro will distribute and provide customer support for
the entire family of ORiNOCO wireless networking products. This
includes networking kits for home and small offices, enterprise-
based networking systems for large businesses, high-security
applications, outdoor environments, and outdoor wireless
networks for wireless ISPs and large campuses.

"Ingram Micro is a very important part of Agere Systems'
distribution and marketing plan," said Rick Lavallee, director
of worldwide sales, Agere Systems ORiNOCO. "Ingram Micro's
reputation for reliability, technical expertise and outstanding
customer service will enable resellers to more effectively
market ORiNOCO wireless systems."

"Agere Systems is clearly a market leader in wireless products,"
said Lori Snow, vice president, general manager of product
specialists, Ingram Micro U.S. "Aligning the expertise of our
world-class sales and technical teams with Agere's ORiNOCO
wireless networking products broadens our enterprise offerings
and strengthens the opportunities we can provide our reseller
customers."

Ingram Micro Inc. is the largest global wholesale provider of
technology products and supply chain management services. The
company operates in 36 countries with sales of $30.7 billion for
the fiscal year 2000. Ingram Micro's global regions provide the
distribution of technology products and services, marketing
development and supply chain management services to more than
175,000 technology solution providers and 1,700 manufacturers.
The company is focused on maximizing shareowner value and
achieving customer satisfaction through innovation in the IT
supply chain. Visit www.ingrammicro.com .

Agere Systems' Wireless Communications and Networking (WCN)
business is a global leader in wireless local area network
(WLAN) technology. The ORiNOCO line of products encompasses a
full range of Wi-Fi certified indoor and outdoor WLAN products,
as well as enhanced security products for public areas and
security-conscious enterprises. More information about Agere
Systems' ORiNOCO products is available at
http://www.orinocowireless.com or at 1-866-ORiNOCO for callers  
within the United States and +1-610-712-8081 for international
callers.

Agere Systems is the world's No.1 provider of components for
communications applications with leadership in optical
components and integrated circuits. This dual capability
uniquely positions Agere to deliver integrated solutions that
form the building blocks for advanced wired, wireless, and
optical communications networks. Agere also designs and
manufactures a wide range of semiconductor solutions used in
electronic devices including cellular phones, modems, and hard
disk drives for personal computers and workstations. In
addition, the company supplies complete wireless computer
networking solutions through the ORiNOCO product line. More
information about Agere Systems is available from its Web site
at http://www.agere.com

Agere Systems, the Agere Systems logo, and ORiNOCO are
trademarks of Agere Systems Inc. Wi-Fi is a trademark of WECA.

                          *  *  *

Meanwhile, Standard & Poor's has lowered its corporate credit
and senior secured bank loan ratings on Agere Systems Inc. to
double-'B'- minus from triple-'B'-minus, and removed the ratings
from CreditWatch, where they were placed July 24, 2001. The
ratings outlook is stable.

The action was to reflect Standard & Poor's belief that the
company's operating profitability would remain substantially
depressed for the near to intermediate period, due to ongoing
weak markets for its communications semiconductors and optical
communications components.

Ratings anticipated that the company would continue to retain
adequate financial flexibility to execute its restructuring
program. Ratings also anticipate that the company's good
technology and ongoing cost reduction actions would enable it to
sustain its market position when industry conditions recover.


ALLIED HOLDINGS: S&P Concerned About Weakening Credit Profile
-------------------------------------------------------------
Standard & Poor's placed its ratings for Allied Holdings Inc. on
CreditWatch with negative implications. The CreditWatch
placement is based on continuing losses that began in mid-2000,
and a deteriorating credit profile.

Allied is the largest North American motor carrier specializing
in the transportation of new and used automobiles and light
trucks. For the first nine months of 2001, the company lost
$37.2 million versus a profit of $1.2 million in the prior-year
period, due primarily to transporting 19% fewer vehicles. At the
same time, funds generated from operations were ($15) million
versus $45 million a year earlier.

Allied has implemented an administrative fee that should aid
revenues and has reduced costs. However, automobile production,
which had declined prior to the events of September 11, 2001, is
expected to remain at depressed levels. As a result, Allied's
already weak financial profile is not expected to improve
significantly over the near term. The company's financial
flexibility is also constrained, with a reduced equity base of
only $21 million, all assets encumbered, and a credit facility
that matures Jan. 31, 2002. However, the company is attempting
to sell its automotive logistics operation and has indicated it
continues to make progress on arranging a new credit facility.
Standard & Poor's will meet with Allied's management in the near
future weeks to resolve the CreditWatch status.

      Ratings on CreditWatch with Negative Implications

          Allied Holdings Inc.

               Corporate credit rating    B
               Senior unsecured debt      CCC+


AMC ENTERTAINMENT: Strategic Plan Yields Positive Results in Q2
---------------------------------------------------------------
AMC Entertainment Inc., one of the world's leading theatrical
exhibition companies, has reported revenues of $377 million for
the second quarter of fiscal year 2002, ended Sept. 27, 2001.
The revenues, up 14 percent from $332 million in last year's
quarter, represent a new record for any quarter in the Company's
history.

Adjusted EBITDA for the second quarter was $57.2 million, a 24
percent increase over Adjusted EBITDA of $46.2 million for the
second quarter last year.  The quarter's Adjusted EBITDA also
sets a new record for any quarter.

"The Company is in excellent shape and business is healthy, as
this quarter's record results demonstrate," said Peter Brown,
chairman and chief executive officer.  "Thanks to strong product
performance and the key initiatives we have implemented over the
past two years, we are well positioned to continue successfully
executing our strategic plan, which will maintain AMC's proud
tradition of industry leadership and innovation."

Net earnings for the second quarter were $19.0 million, compared
to a net loss of $5.5 million last year.

For fiscal 2002 to date, AMC posted revenues of $687 million, an
increase of 10 percent over $623 million in the first 26 weeks
of fiscal 2001. Adjusted EBITDA for the year to date stood at
$89.0 million, up 20 percent from $73.9 million in the year-ago
period.

For the fiscal year to date, AMC reported net earnings of $7.1
million, or a net loss for common shares of $5.7 million after
preferred dividends. That compares to a net loss of $32.4
million in the same period last year, after a charge for the
cumulative effect of an accounting change.

AMC Entertainment Inc. is a leader in the theatrical exhibition
industry. Through its circuit of AMC Theatres, the Company
operates 175 theatres with 2,792 screens in the United States,
Canada, France, Hong Kong, Japan, Portugal, Spain and Sweden.
Its Common Stock trades on the American Stock Exchange under the
symbol AEN. The Company, headquartered in Kansas City, Mo., has
a website at http://www.amctheatres.com

According to Standard & Poor's, the Company's financial
flexibility has improved considerably as a result of AMC's  
repayment of bank debt with proceeds of $250 million in  
preferred stock in April 2001. This eliminated the near-term  
risk of a financial covenant violation and should ensure  
sufficient liquidity to complete existing construction  
commitments. PIK dividend provisions will alleviate pressure on  
the company's historically negative discretionary cash flow.  

Nonetheless, the rating agency says, the preferred stock will
require cash payments in 2008 and AMC might feel pressure to pay
in cash after three years or to refinance the stock after five
years in order to avoid dilution.


AMES DEPARTMENT: Moves to Reject 47 Closed Store Leases
-------------------------------------------------------
In furtherance of their reorganization efforts initiated prior
to the Commencement Date, Ames Department Stores, Inc. conducted
an extensive review of their operations and competitive
environment.

This review included an analysis of the profitability of each
store location, a geographic rationalization that includes an
analysis of the ongoing efficiency of operating a limited number
of stores in a particular region, the expiration date of the
respective lease underlying each store, and the extent to which
any particular location is integral to the rehabilitation of the
Debtors' business. The Debtors have determined that certain
stores no longer adequately contribute to the Debtors' overall
business objectives or conform with reasonable future
configurations of the Debtors' business operations.

Prior to the Commencement Date, the Debtors determined to cease
operations in and close certain of their stores. Towards that
end, on August 16, 2001, the Debtors commenced store closing
sales. On the Commencement Date, this Court entered an Order
authorizing the Debtors, among other things, to continue to
conduct the Store Closing Sales. The Debtors will be closing one
Store on October 25, 2001 and will close 46 stores on October
27, 2001. In connection with the closing of these Stores, the
Debtors have identified 46 store leases, a lease for storage
space at one Store location, and one sublease arrangement,
whereby the Debtors subleased certain space for the use of a
tire and auto store by the sublessee.

Thus, the Debtors seek an order authorizing the rejection of the
Leases, with such rejection to be effective as of the respective
Effective Closing Date for each Lease.

The leases proposed to be rejected are:

Store #  Landlord                    Address
-------
   316    Kamin Realty Co.            Mill Hall, Pennsylvania
   353    Grand Kamesway Centers      Ticonderoga, New York
   383    Newport Realty Trust        Newport, Maine
   531    Zamias Services Inc.        Clearfield, Pennsylvania
   540    Zamagias Properties         Gibsonia, Pennsylvania
   540    MD Barnes Inc.              Gibsonia, Pennsylvania
   590    Logan Associates            Logan, Ohio
   595    Mt. Vernon Holdings         Mt. Vernon, Ohio
   725    KR Bradford Mall            Bradford, Pennsylvania
   744    Lebanon Pad LP              Philadelphia, Pennsylvania
   759    Guntram Weissenberger       Warminster, Pennsylvania
   762    Draper & Kramer Inc.        Chicago, Illinois
  1021    Middletown Investment LLC   Fairmont, West Virginia
  1048    Kimco Realty Corp.          Mifflin, Pennsylvania'
  1053    Center Associates Realty    Roanoke, Virginia
  1062    The Cafaro Co.              Marion, Indiana
  1069    The Cafaro Co.              Kokomo, Indiana
  1074    The Cafaro Co.              Clairsville, Ohio
  1087    Glimcher Group, Inc.        Hermitage, Pennsylvania
  1090    Sandor Development Co.      Anderson, Indiana
  1095    Benderson Development, Inc. Amherst, Ohio
  1097    Clarence Mall Properties    Buffalo, New York
  1102    The Goodman Co.             Steubensville, Ohio
  1109    Glimcher Realty Trust       Buffalo, New York
  1115    Kimco Realty Corp.          Northwood, Ohio
  1116    Kimco Realty Corp.          Toledo, Ohio
  1119    Kimco Realty Corp.          Terre Haute, Indiana
  1120    Kimco Realty Corp.          Terre Haute, Indiana
  1124    Gen. Growth Properties      Danville, Virginia
  1130    Glimcher Realty Trust       Heath, Ohio
  1135    Hilldan, Inc.               Danville, Illinois
  1139    New Castle Plaza Assoc.     New Castle, Indiana
  1164    Forest City Enterprises     Willowick, Ohio
  1165    Lafayette Ctr., Inc.        Marietta, Ohio
  1166    Ebensburg Zamias LP         Ebensburg, Pennsylvania
  1174    The Isaacs Corp.            Defiance, Ohio
  1179    Kimco Realty Corp.          Bedford, Ohio
  1183    Kimco Realty Corp.          Akron, Ohio
  1188    Kimco Realty Corp.          Canton, Ohio
  1189    Elias Kalinian              Massillon, Ohio
  1220    Richland Mall Associates    Johnstown, Pennsylvania
  1224    Chesapeake Crossing Assoc.  Chesapeake, Virginia
  1226    Hechinger Surplus LLC       Virginia Beahc, Virginia
  1233    CSM ZP NO. 73, LLC          Wilmington, North Carolina
  1234    Mark Center Ltd.            New Castle, Pennsylvania
  1235    The Cafaro Co.              Erie, Pennsylvania
  2246    BLS Salisbury LLC           Salisbury, Maryland

By eliminating the ongoing administrative payment obligations,
Mr. Beinenstock claims that the rejection of the Leases will
contribute to the Debtors' prospects for a successful
rehabilitation and reorganization.  Mr. Beinenstock asserts that
there is simply no business justification for the Debtors to
continue to perform their obligations under the Leases after the
Effective Closing Date of each Lease. (AMES Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ASSISTED LIVING: Securities Delisted From AMEX Effective Oct. 26
----------------------------------------------------------------
On October 1, 2001, Assisted Living Concepts, Inc. (AMEX:ALF), a
national provider of assisted living services, and its wholly
owned subsidiary, Carriage House Assisted Living, Inc. each
filed a voluntary petition under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware in Wilmington cases no. 01-10674 and 01-
10670, respectively).

The Company and Carriage House are operating as debtors-in-
possession, which will allow the Company and Carriage House to
continue operations during their bankruptcy cases. On October 3,
2001, the Court issued an Interim Order approving debtor-in-
possession financing with Heller Healthcare Finance, Inc. in the
principal amount of $4.4 million, on which the Company drew the
initial amount of $1.0 million on October 4, 2001.

On October 19, 2001, the Court issued its Final Order of the DIP
Facility and also approved the Company's guaranty of the
Meditrust Acquisition described below, among other things.

On October 26, 2001, the Company and Carriage House filed a
First Amended Plan of Reorganization and a First Amended
Disclosure Statement, which amended the previous filings to
account for developments in the bankruptcy cases from and after
October 1, 2001 and to provide additional disclosure about
certain treatment of claims against and interests in the
debtors. A copy of the First Amended Plan of Reorganization and
a First Amended Disclosure Statement filed with the Court may be
obtained from the Court's website at http://www.deb.uscourts.gov

On October 24, 2001, the Company, through its wholly-owned
subsidiary Texas ALC Partners, L.P., acquired for a total cash
consideration of $ 23.5 million sixteen assisted living
residence properties previously leased by Texas ALC from T and F
Properties, L.P. (the "Meditrust Properties" and the acquisition
by Texas ALC, the "Meditrust Acquisition").

The Meditrust Acquisition is pursuant to the exercise of an
option granted by T and F Properties, L.P. to Texas ALC on
September 25, 2001. The Meditrust Acquisition is financed by an
existing debt facility of certain subsidiaries of the Company
with Heller, which was amended on October 3, 2001 to include the
financing of the Meditrust Acquisition. In connection with the
Meditrust Acquisition, Texas ALC has become a borrower under the
Heller Loan Agreement pursuant to a joinder thereof and the
Meditrust Properties serve as collateral for repayment of the
Heller Loan Agreement and the DIP Facility.

On October 25, 2001, the Company was notified that the
Securities and Exchange Commission granted the application filed
by the American Stock Exchange (AMEX) to strike the Company's
common stock and its two series of convertible subordinated
debentures from listing and registration on AMEX effective as of
the opening of business on October 26, 2001.

The Company may seek to have its common stock quoted on the OTC
Bulletin Board. Historically, the OTC Bulletin Board has been a
less developed market providing lower trading volume than the
national securities exchanges and NASDAQ. However, there is no
guarantee that the Company will attempt to have or succeed in
having its common stock quoted on the OTC Bulletin Board.


AT HOME: Talking With Third Parties to Sell Media Assets
--------------------------------------------------------
Excite@Home Corp.'s chapter 11 bankruptcy proceedings so far
have largely centered on the fate of its high-speed Internet
access business.  But the Redwood City, Calif., Internet company
is also quietly negotiating to sell off the less desirable part
of its business -- its media assets.  Its lawyer said one or two
deals could be announced within several weeks, Dow Jones
reported.

Robert White, the attorney representing Excite@Home, said
Excite@Home has held talks with third parties, to sell its media
assets. The media assets include the Excite portal; White
declined to say which assets might be sold. The sales would be
subject to bankruptcy court approval. (ABI World, October
26, 2001)


AVADO BRANDS: Q3 Loss Swells to $64M After $45M Asset Write-Down
----------------------------------------------------------------
Avado Brands, Inc. (OTC Bulletin Board: AVDO) announced results
for the third quarter ended September 30, 2001, which reflect
the write-down of the Company's Canyon Cafe brand by $45.0
million, its divestiture of the McCormick & Schmick's brand on
August 22, 2001 and related non-cash tax effects.

Net sales for the third quarter were $149.7 million compared to
$174.1 million for the third quarter of 2000 ($123.5 million
versus $132.2 million on a pro forma basis excluding McCormick &
Schmick's). Earnings before interest, taxes and depreciation and
amortization (EBITDA) were $8.3 million for the third quarter of
2001 compared to $12.3 million for the third quarter of 2000
($5.7 million versus $6.8 million on a pro forma basis excluding
McCormick & Schmick's).  

A net loss for the third quarter of $64.4 million compared to a
net loss of $8.3 million for the third quarter of 2000.

The net loss of $64.4 million recorded during the third quarter
was primarily associated with the non-cash write-down of the
Canyon Cafe brand, which was partially offset by a gain on the
sale of McCormick & Schmick's. A special charge of $45.0 million
was taken related to the write-down of the assets of the
Company's Canyon Cafe brand.  

According to Mr. Erich J. Booth, Chief Financial Officer, "As
Canyon Cafe's sales have continued to deteriorate and operating
performance has failed to show significant improvement, there is
uncertainty as to whether or not future cash flows will be
sufficient to recover our investment in the brand.  As a result,
the decision was made to write these assets down to an estimated
fair value."

The write-down of the Canyon Cafe assets was almost entirely
non-deductible for tax purposes.  The other major component of
the loss was attributable to income tax expense related to the
gain on the divestiture of the McCormick & Schmick's brand, in
mid-August.  Mr. Booth, commenting on the transaction said,
"While the sale of McCormick & Schmick's generated a book gain
of approximately $8.0 million, for tax purposes the transaction
was treated as an asset sale which resulted in a taxable gain of
approximately $59.0 million.  Because the Company has net
operating loss carryforwards, this tax expense is non-cash."

Commenting on overall results for the quarter, Mr. Tom E.
DuPree, Jr. Chairman and Chief Executive Officer said, "Absent
the special charge and income tax expense recorded during the
quarter, we reported a modest operating income and a small net
loss after financing costs, despite the impact of the terrorist
attacks of September 11 and generally difficult economic
conditions plaguing the restaurant industry.  While we saw very
negative sales trends in September, we are encouraged by the
steady increase in same-store sales in the last several weeks."

Same-store sales for the third quarter of 2001 decreased 13.7
percent at Canyon Cafe, decreased 4.2 percent at Don Pablo's and
decreased 3.3 percent at Hops.

Avado Brands owns three decentralized brands, operating 14
Canyon Caf, restaurants, 131 Don Pablo's Mexican Kitchens and 74
Hops Restaurant, Bar, Breweries.

Standard & Poor's has junked the ratings of the Company based on
the company's limited near-term financial flexibility. Avado
used the majority of the proceeds from the sale of its McCormick
& Schmick's concept to repay borrowings of $95.8 million under
its credit facility that matured on Aug. 22, 2001.  

As of July 1, 2001, pro forma for the debt repayment and asset  
sale, Avado only had $760,000 of cash and cash equivalents on  
its balance sheet.


BETHLEHEM STEEL: Will Honor Prepetition Customer Obligations
------------------------------------------------------------
Prior to the Petition Date, Jeffrey L. Tanenbaum, Esq., at Weil,
Gotshal & Manges, LLP, in New York, relates, Bethlehem Steel
Corporation received deposits or prepayments from certain
customers for goods and services that have not been delivered or
provided to such customers.

In addition, Mr. Tanenbaum reports that certain of the Debtors'
customers hold contingent pre-petition claims against the
Debtors for:

    (a) refunds, adjustments (including adjustments to
        billings), and other credits, and

    (b) obligations arising under warranties given in the
        ordinary course of the Debtors' businesses and relating
        to goods or services provided to customers prior to the
        Petition Date.

Finally, Mr. Tanenbaum tells Judge Lifland that, as of the
Petition Date, the Debtors were in possession of certain
equipment and other property owned by customers to permit the
Debtors to provide services to customers by using such customer
property.

According to Mr. Tanenbaum, continued customer loyalty is
essential to the viability of the Debtors' businesses and the
Debtors' ability to reorganize.  Mr. Tanenbaum tells the Court
that any delay in honoring the deposits, credits or warranty
claims or returning customer property will severely and
irreparably impair the Debtors' customer relations at a time
when customer loyalty and patronage are extremely critical.

The Debtors assure Judge Lifland that they have sufficient
funds, based on anticipated access to post-petition financing,
to pay all amounts or provide all goods and services on account
of deposits, credits and warranty claims in the ordinary course
of business.  The Debtors will not honor or make any payments on
account of claims that will not assist the Debtors'
reorganization, Mr. Tanenbaum adds.

                        *    *    *

Finding that sufficient cause exists to grant the Debtors'
motion, Judge Lifland authorizes the Debtors to:

  (a) treat all deposits, and the goods and services that the
      deposits represent, in the ordinary course of the Debtors'
      businesses in the same manner the Debtors treated deposits
      prior to the Petition Date;

  (b) provide credits to customers and honor warranty claims in
      the ordinary course of business in the same manner that
      Debtors provided credits and honored warranty claims prior
      to the Petition Date; and

  (c) return customer property to customers or otherwise treat
      customer property in the ordinary course of business in
      the same manner that the Debtors treated customer property
      prior to the Petition Date.

Judge Lifland also makes it clear that all applicable banks and
other financial institutions are authorized and directed to
receive, process, honor and pay checks drawn on the Debtors'
accounts to pay the deposits, credits or warranty claims, and
make other transfers related to these claims, provided that (a)
sufficient funds are available in the applicable accounts to
make the payments; and (b) such payments so made shall not
exceed $15,000,000, in total, subject to further order of the
Court. (Bethlehem Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


BRIDGE INFO: Gets Okay to Assign Contracts & Leases to Moneyline
----------------------------------------------------------------
Judge McDonald overrules all objections to the Debtors' motion
that have not been withdrawn or resolved. The Court authorizes
Bridge Information Systems and its debtor-affiliates to assume
and assign 31 more contracts to Moneyline Network, Inc.

About 16 of the 31 contracts are entered into with AT&T and its
various subsidiaries.  Only 1 of these 16 AT&T contracts has a
cure amount of $237,028.

About 3 other contracts that will be assumed and assigned to
Moneyline have these cure amounts:

Counterparty           Description of Contract       Cure Amount
------------           -----------------------       -----------
Borsa Italiana S.p.A   Market Data Service Agreement  $27,871

MMS International      Telerate Optional Service       47,660
                        Delivery Agreement

Platt's                Data Source Agreement           77,796
The McGraw-Hill Co.

The 11 remaining contracts have $0 cure amounts.  Of the 11, 1
is a Contributor Agreement with Garban-Intercapital Management
Services while the rest are customer contracts with: Bear
Stearns & Co., Stanford University, J.J. Kenny, McGraw-Hill, (2)
MMS International, Standard & Poors Corp., Standard & Poors EIS,
Standard & Poors Market Scope, Standard & Poors MMS, and
Standard & Poors J.J. Kenny.

Judge McDonald emphasizes that this Order shall not affect the
rights of any of the McGraw-Hill Entities to exercise and pursue
its rights to recoupment or setoff against the Debtors.
Accordingly, Moneyline shall have no obligation to pay or
collect any sums that are subject of any recoupment effort by
the McGraw-Hill Entities.

In addition, the Court rules that the assumption and assignment
of the Optional Service Delivery Agreement by and between Platts
and Telerate dated as of February 28, 1996, as amended on May
20, 1996, (listed as Data Source Agreement) shall include
Amendment No. 2 to Optional Service Delivery Agreement dated
October 10, 2001.

Judge McDonald states that the assumption of these designated
contracts and their assignment to Moneyline shall only be
effective on or after a Closing as to those parties to whom the
Debtors send an Assignment Notice.  The Assignment Notice will
indicate that there will be a Closing and specify the date upon
which the designated contract will become an Assumed Contract.
(Bridge Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


BROADBAND WIRELESS: Takes Over Entertainment Direct.TV
------------------------------------------------------
Broadband Wireless International Corporation (OTC Bulletin
Board: BBAN) and Entertainment Direct.TV, Inc. (EDTV) announce
the signing of a definitive agreement for Broadband Wireless to
acquire EDTV.  This follows the October 16th announcement of the
signing of the letter of intent.  

Broadband Wireless is in the process of moving from Federal
Receivership into Chapter 11 reorganization, and this
acquisition is critical to emerging as a full service technology
leader in the entertainment and telecommunications industry.  

The combined company will have high potential growth
opportunities with multiple business lines centering around
communication infrastructure and entertainment content delivered
to targeted niche business and consumer markets.

Mr. Michael Williams, Chairman and Chief Executive Officer of
EDTV, Mr. Keith McAllister, President of EDTV, Mr. Albie
Shaffer, Chairman of Broadband Wireless, Dr. Ron Tripp,
President of Broadband Wireless, and Mr. William Higgins,
Director will join representatives of other EDTV strategic
alliances to form the new board of directors upon closing.

Ron Tripp, President of Broadband Wireless notes, "This
transaction is a decisive move that accelerates our business
strategy and thrusts the company into a position as a potential
leader in providing a unique array of full service
telecommunications offerings.  We are excited to bring our
product to both the entertainment industry and private consumers
through the EDTV business model.  The strategic benefits of this
transaction will provide substantial shareholder value through
significant cost reductions and structural improvements, as well
as access to the opportunities continuing to develop via EDTV's
cutting edge programs.  This combination positions us to assume
a leadership role with customers and strategic partners.  Mr.
Shaffer, Mr. Higgins and I are excited about the potential
opportunity this transaction presents."

EDTV's mission is to increase revenue and awareness of its
clients' products and services by marketing to the highest
qualified niche audience. The company has developed a business
model that enhances its clients' products by increasing their
customer base, customer's message retention, sales per customer
and the frequency of customer transactions.  

EDTV delivers this incremental revenue through a process and
delivery methodology known as Extreme Niche Targeting (ENT).  
ENT combines multiple technologies and communications media
providing artists, athletes, labels, advertisers and consumer
product manufacturers direct contact with the targeted niche
market. Email, websites, interactive games, and identity ISPs
are the primary delivery channels, placing significant leveraged
value on the Broadband  Wireless bbanonline ISP which is
scheduled to debut no later than November 15, 2001.

EDTV's existing clients are varied and consist of companies such
as Wasatch Pharmaceutical, Golf is Fun, Crystal Dragon
Entertainment (Coolio), Mergela/Island/Def Jam (Shorty 101),
Good Game Entertainment (Slinkey.com), Z-Money Records, Inc.,
Itchy Palms Records, Inc., Heart of Africa Foundation, Frontline
Entertainment, and Starship Record Company, Inc.  EDTV has had
increasing revenues since beginning operations in March of 2001,
following the company executives' decision to join forces with
other industry leaders.  To date, total sales have exceeded
$500,000 with monthly revenue projections increasing to $ 1.25
million by January, 2002 and first year revenue projections in
excess of $ 25 million.  The company expects significant revenue
increases to continue once full implementation of the marketing
plan slated to begin December 1, 2001 has been completed.
Broadband Wireless anticipates announcing within the next two
weeks its' first collaborative efforts with EDTV in marketing a
high profile recording artist.

Keith McAllister, President of EDTV commented, "We are creating
a new kind of industry product that produces a continuing
win/win scenario regardless of economic conditions.  With this
new alliance, we will change the concept of successful marketing
models and the basis of collaboration in the telecommunications
and entertainment fields.  The ability to execute our business
plan with the leverage provided in the public market is truly
exciting.  Our clients are pleased to see us move in this
direction as it provides more stability and strength for the
business model."

Under the terms of the agreement approved by the Boards of both
companies, Broadband Wireless will acquire EDTV for 51% of the
outstanding stock of Broadband Wireless, placing the total
issued shares to approximately 100 million of its' 250 million
total authorized shares.  EDTV will provide $250,000 of debtor-
in-possession funding upon the company transitioning into re-
organization, $1.5 million of venture capital funding, and
monthly revenue from operations upon ratification of the plan by
Broadband Wireless and EDTV shareholders and regulators.  The
transaction is expected to close during January of 2002.


BROADWING INC: S&P Places Low-B Ratings on Outlook Negative
-----------------------------------------------------------
Standard & Poor's revised its outlook on Broadwing Inc.
(Broadwing) and subsidiaries Broadwing Communications Inc. and
Cincinnati Bell Telephone Co. to negative from stable.

At the same time, Standard & Poor's affirmed its ratings on
Broadwing, Broadwing Communications, and Cincinnati Bell
Telephone.

The outlook revision is based on Standard & Poor's increased
concerns that the deteriorating economy has significantly
increased execution risks for long-haul data provider Broadwing
Communications, which accounts for more than 50% of consolidated
revenues. The economic slowdown, which was further exacerbated
by the September 11 terrorist attacks, had a major impact on
Broadwing Communications' third quarter 2001 revenues. Revenues
declined by nearly 5% in the quarter due to soft demand by
carriers and reprioritization of capital spending by enterprise
customers, compared with sequential quarterly revenue growth
exceeding 5% in previous quarters.

Broadwing Communications' disappointing results caused
Broadwing's quarterly consolidated revenues to decline by nearly
2% in the third quarter, a reversal from prior trends. Standard
& Poor's believes that weak fundamentals of the long-haul data
business and cutbacks in overall corporate spending will
continue to make execution challenging for Broadwing
Communications over the next several quarters.

Despite negative trends at Broadwing Communications, Broadwing
still has adequate financial flexibility and solid performance
from its incumbent local exchange carrier (ILEC) Cincinnati Bell
Telephone and its wireless businesses. Unless the long-haul data
subsidiary's fundamentals weaken substantially, Standard &
Poor's does not consider the consolidated company's financial
flexibility to be an immediate concern over the next 12 months.

Unlike some of its peers in the data business, Broadwing is
generating positive EBITDA and is not as highly leveraged, with
debt to EBITDA of 4.2 times at the end of the third quarter of
2001. Cash and bank credit availability of about $450 million at
the end of third quarter should provide adequate funding for
near-term operating and capital spending needs. Broadwing's ILEC
and wireless businesses remain strong. The ILEC business faces
limited competition and holds substantial share of access lines,
and the wireless business has consistently maintained excellent
average revenue per unit and low churn.

Broadwing is a full-service integrated communications company
providing long-haul data transport, local exchange telephone,
long distance, Internet, wireless, and directory services. The
company's long-haul data subsidiary operates an 18,250-route-
mile fiber-optical network.

                     Outlook: Negative

The impact of a worsening economy and reduced spending by
carriers and enterprise customers on Broadwing's long-haul data
business could more than offset expected continued solid
performance of the company's ILEC and wireless businesses. A
combination of reduced overhead and capital expenditures, and
possible asset divestitures, may be needed to maintain a
financial profile consistent with the ratings.

        Ratings Affirmed, Outlook Revised to Negative

     Broadwing Inc.

          Corporate credit rating                 BB+/B
          Senior secured debt                     BB+
          Senior secured bank loan                BB+
          Subordinated debt                       BB-
          Preferred stock                         B+
          Commercial paper                        B

     Broadwing Communications Inc.

          Corporate credit rating                 BB+
          Subordinated debt                       BB-
          Preferred stock                         B+

     Cincinnati Bell Telephone Co.

          Corporate credit rating                 BB+
          Senior unsecured debentures             BB+
          Senior unsecured debt
          (Guaranteed by Broadwing Inc.)          BB+
          Senior unsecured shelf registration
          (Co-issued by Broadwing Inc.) prelim.   BB+


C2 MEDIA: U.S. Trustee Files Objection To DIP Financing Plan
------------------------------------------------------------
The U.S. Trustee acting in C2 Media LLC's bankruptcy case
Thursday filed an objection to final approval of the company's
debtor-in-possession (DIP) financing agreement with lender J.P.
Morgan Chase & Co., according to Dow Jones.  The trustee said
the pact wouldn't set aside sufficient funds for a chapter 7
trustee if the chapter 11 case is converted. Also, the U.S.
Trustee opposed a provision in the proposed final order that
improperly grants J.P. Morgan Chase certain recoveries.

As part of the DIP agreement, $25,000 could be earmarked for a
chapter 7 trustee if C2 Media's case is converted from chapter
11. According to the trustee's objection, the trustee believes  
that amount should be increased, "as it may [be] inadequate to
cover the commissions and fees of a chapter 7 trustee."  Under
the pending financing agreement, C2 Media's debt to J.P. Morgan
Chase would have priority over all claims that exceed $25,000
incurred in any future chapter 7 liquidation.

The U.S. Trustee said chapter 7 administrative expense claims
must have priority over administrative claims that arose in a
preceding chapter 11 case.  A final DIP hearing is slated for
Monday at the U.S. Bankruptcy Court in Manhattan. C2 filed for
bankruptcy on October 10.  At the time, it owed J.P. Morgan
Chase $34 million under a pre-petition credit agreement. (ABI
World, October 26, 2001)


CHART INDUSTRIES: Expects to Firm-Up Refinancing by Year-End
------------------------------------------------------------
Chart Industries, Inc., (NYSE:CTI) reported results for its
third quarter and nine months ended September 30, 2001.

Sales for the third quarter of 2001 were $80.6 million, down 8.4
percent from $88.0 million for the corresponding quarter of
2000. Net loss was $1.2 million, for the third quarter of 2001
compared with net income of $1.0 million for the third quarter
of 2000. Orders in the third quarter of 2001 totaled $67.5
million, compared to $83.6 million in the second quarter of
2001.

Sales for the first nine months of 2001 increased 7.8 percent to
$254.4 million from $235.9 million for the corresponding period
in 2000. For the first nine months of 2001, net loss was $1.2
million, compared with net income of $0.9 million for the first
nine months of 2000.

Commenting on Chart's results for the third quarter and first
nine months of 2001, Arthur S. Holmes, Chairman and Chief
Executive Officer, said, "Declining demand caused our third-
quarter sales to fall to the lowest level we've experienced
since the second quarter of 2000. Low sales volume and
competitive selling prices resulted in a consolidated average
gross margin just over 26 percent, which is well below our
benchmark."

"Lower interest charges were significantly offset by non-cash
charges of $1.6 million during the third quarter of 2001 and
$2.7 million for the first nine months of 2001. These charges
relate to accounting for the Company's interest rate collars
under the new accounting rules for derivative financial
instruments and reflect an estimated decline in the market value
of interest rate collars held by the Company. Our net loss for
the third quarter and first nine months of 2001 includes three
non-operating items: employee separation and plant closure
costs, a gain on the sale of assets, and the non-cash charges
for derivative contracts. These items had a net unfavorable
impact on the Company's results of $0.03 per share during the
third quarter of 2001 and $0.09 per share during the first nine
months of 2001."

Continuing, Mr. Holmes said, "The Company experienced weak
demand for our products in all business segments during this
quarter. A softening business climate was dramatically
accelerated following the events of September 11th. Although we
have observed some recovery in demand for certain product lines
in October, these events will have a negative impact on our
business over the next several quarters."

Mr. Holmes further commented on Chart's three business segments,
stating, "Our Applied Technologies segment fared the best during
this quarter. Although sales decreased slightly from the second
quarter of 2001, they were greater than sales from the same
quarter last year. Gross margins for this segment were
respectable at 36.4 percent. AT orders were reasonable,
considering the business climate, with notable strength in the
liquefied natural gas fueling products, within our NexGen
Division, and Chart's medical products."

"Chart's Distribution & Storage segment experienced lower sales
and gross margins compared to the third quarter of 2000. D&S
order intake in the third quarter of 2001 was down significantly
from the previous quarter and the third quarter of 2000. This
business currently reflects the general economic trends in our
U.S., European and Asian markets."

"The Process Systems & Equipment segment continued to experience
depressed sales volume and gross margin, awaiting the recovery
of its industrial gas market and anticipated awards of some
large hydrocarbon projects. As previously reported, our PS&E
businesses have actively bid for natural gas, ethylene and other
hydrocarbon projects worldwide all year. These appear to be
viable projects that will go forward, but delays in awarding
contracts continue due to unsettled economic conditions.
Uncertainty in energy prices, product demand and political
developments are key factors influencing these delays. We have
continued to reduce manpower levels in this segment to reflect
our current low order backlog."

"Looking ahead, we are confident that our products and the
markets which we serve will demonstrate higher demand.
Predicting the timing of recovery, however, is difficult in the
current post-September 11th environment. We are continuing to
take steps to consolidate our business and continue to squeeze
out reductions in costs and working capital levels. Marginal or
under-performing operations and assets are being scrutinized for
disposal. We continue to pursue and evaluate sources of
financing to provide a long-term, stable capital structure for
the Company. Our efforts in this area were substantially delayed
due to the September 11th events. We expect to have our
refinancing plans firmed up by the end of 2001."

Mr. Holmes concluded, "Based upon current economic conditions,
we anticipate the fourth quarter of 2001 to be somewhat weaker
than the third quarter in sales and profitability. If the
Company's PS&E segment receives orders in the fourth quarter of
2001 for the anticipated hydrocarbon projects and some stability
is restored in the D&S and AT business markets, we should see
improving performance in the early quarters of 2002."

           Third Quarter 2001 Financial Results

Sales for the third quarter of 2001 were $80.6 million versus
$88.0 million for the third quarter of 2000, a decrease of
$7.4 million, or 8.4 percent. Based on strong demand for medical
products, AT segment sales increased 2.1 percent to $36.2
million in the third quarter of 2001, compared with sales of
$35.4 million in the third quarter of 2000. D&S segment sales
decreased 9.5 percent, with third-quarter 2001 sales of $32.7
million. The decline primarily occurred in the packaged gas
business, with overall lower demand in Asia, and lower demand in
the United States subsequent to the events of September 11th.
PS&E segment sales were $11.7 million, down from sales of $16.4
million in the third quarter of 2000. Large LNG plant orders
bolstered sales in this segment in the third quarter of 2000.

Gross profit for the third quarter of 2001 was $21.2 million
versus $27.0 million for the third quarter of 2000, a decrease
of $5.8 million, or 21.4 percent. Gross profit margin for the
third quarter of 2001 was 26.3 percent versus 30.6 percent for
the third quarter of 2000. The weakening economy has caused
declining sales prices and reduced volumes, which have resulted
in lower margins throughout all segments, but particularly in
the PS&E segment.

Selling, general and administrative expense for the third
quarter of 2001 was $14.1 million, versus $16.2 million for the
third quarter of 2000, representing lower selling costs,
reductions in administrative costs and lower incentive
compensation expense. SG&A expense as a percentage of sales was
17.5 percent for the third quarter of 2001 versus 18.4 percent
for the third quarter of 2000.

Net interest expense for the third quarter of 2001 was $5.3
million versus $7.0 million for the third quarter of 2000,
reflecting lower rates due to decreases by the Federal Reserve
in base interest rates. As a result of the significant rate
decreases, however, the Company was required to record a non-
cash charge related to an estimated decline in market value of
the Company's interest rate collars, which will be offset in the
future by lower actual interest rates on outstanding loans. This
charge totaled $1.6 million for the third quarter of 2001 and
$2.7 million for the first nine months of 2001. There were no
comparable non-cash charges for the same periods in 2000.

The Company sold its minority interest in Restaurant
Technologies Inc. for net proceeds of $2.4 million during the
third quarter of 2001, resulting in a gain of $0.5 million.

Income tax expense for the third quarter includes the cumulative
effect of adjusting the Company's estimated effective tax rate.
This change is due to the combination of reduced estimated 2001
taxable income and the fixed amounts of non tax-deductible
goodwill amortization, and resulted in income tax expense in the
third quarter of 2001 even though the Company had a loss before
taxes.

Cash provided by operations for the first nine months of 2001
was $0.5 million compared with $10.2 million provided in the
first nine months of 2000. The decline was primarily
attributable to working capital requirements during the year.

Total debt was $271.8 million at September 30, 2001, compared
with $269.9 million at December 31, 2000. As a result of
declining financial results for the last consecutive four
quarters and the Company's debt level, as of September 30, 2001
the Company was not in compliance with its financial leverage
ratio covenant under the Company's Credit Agreement. This
covenant was waived by the lenders until December 31, 2001.

The additional liquidity facility and financial covenant relief
agreed upon during the fourth quarter of 2000 also expire at the
end of 2001. The Company continues to evaluate its refinancing
options and pursue potential sources of additional capital to
pay down bank debt. Due to the uncertainty in the timing and
nature of the refinancing of the Company's capital structure,
however, $237.9 million of long-term debt was required to be
reclassified as a current liability at September 30, 2001. The
Company expects to have its refinancing plans firmed up by the
end of 2001.

Capital expenditures for the first nine months of 2001 were $5.7
million compared with $4.0 million in the first nine months of
2000. The Company does not have any large capital projects in
process and anticipates only nominal maintenance capital
expenditures for the balance of this year.

The Company believes cash flow from operations and available
borrowings will be sufficient to fund required debt
amortization, working capital requirements and necessary capital
expenditures for the remainder of the current year.

                   Orders and Backlog

Chart's consolidated orders for the third quarter of 2001
totaled $67.5 million, compared with orders of $83.6 million for
the second quarter of 2001. Chart's consolidated firm order
backlog at September 30, 2001 was $71.1 million, a decrease of
$15.2 million from $86.3 million at June 30, 2001.

AT orders for the third quarter of 2001 totaled $32.3 million,
compared with $34.6 million for the second quarter of 2001.
Third-quarter orders were strong in LNG fueling stations and
vehicle tanks, as well as medical products.

D&S orders for the third quarter of 2001 totaled $24.9 million,
compared with $41.8 million for the second quarter of 2001. The
second quarter of 2001 contained large orders for railcars and
oil field service equipment. These products tend to be ordered
in lots covering the next 12 to 18 months of customer
requirements. In addition, the D&S segment experienced a drop
off in orders for packaged gas equipment and engineered tanks,
compared with the second quarter of 2001, largely the result of
the slowdown in the U.S. economy.

PS&E orders for the third quarter of 2001 totaled $10.3 million,
compared with $7.2 million in the second quarter of 2001. Order
activity continues to reflect low activity in the industrial gas
market and project delays in the hydrocarbon market. PS&E
backlog at September 30, 2001, was $16.1 million, down from
$17.4 million at June 30, 2001.

Chart Industries, Inc. manufactures standard and custom-built
industrial process equipment primarily for low-temperature and
cryogenic applications. Headquartered in Cleveland, Ohio, Chart
has domestic operations located in 12 states and international
operations located in Australia, China, Czech Republic, England,
Germany and Singapore.

As of September 30, 2001, the Company's current liabilities
exceeded its current assets by $190 million.


COMDISCO: Agrees to Sell Availability Solutions to HP for $750MM
----------------------------------------------------------------
Comdisco, Inc. (NYSE: CDO) announced that it has signed an
agreement to sell its Availability Solutions (Technology
Services) business to Hewlett-Packard Company (NYSE: HWP) for
$750 million.

The agreement, which is supported by Comdisco and the Official
Committee of Unsecured Creditors, is subject to approval by the
U.S. Bankruptcy Court for the Northern District of Illinois,
which the company intends to seek at a hearing scheduled for
November 7, 2001.

As previously announced on July 16, 2001, Comdisco entered into
an agreement with HP to sell the Availability Solutions business
for $610 million. That agreement was subject to higher or
otherwise better offers in a Court-authorized auction process.
Following the auction held on October 11, Comdisco, with the
support of the Creditors' and Equity Committees, approved a bid
by SunGard Data Systems, Inc. for $825 million as the highest or
otherwise best offer.

A lawsuit seeking to enjoin the transaction with SunGard on
antitrust grounds was filed by the Department of Justice in the
U.S. District Court for the District of Columbia on October 22,
2001. The Creditors' Committee withdrew its support of the
SunGard bid in favor of an unsolicited $750 million offer by HP
received on October 22, 2001 after the commencement of the DOJ
lawsuit. In light of these events, the Court adjourned the
October 23, 2001 sale hearing to November 7 and approved notice
procedures designating a sale to HP as an alternative sale
transaction.

Comdisco also announced that, in light of the adjourned hearing
and to accommodate potential bidders, it has extended the
deadline for bids for its Leasing businesses to Thursday,
November 8, 2001 at 12:00 noon (CST). The auction for the
Leasing businesses is scheduled for November 15 and 16, and the
Bankruptcy Court hearing for a potential sale or sales has been
set for November 28, 2001 at 2:00 p.m. (CST). As previously
announced on August 31, 2001, Comdisco received Court approval
for the potential sale of its Leasing businesses, excluding its
European IT leasing operations.

Comdisco --  http://www.comdisco.com -- provides technology  
services worldwide to help its customers maximize technology
functionality, predictability and availability, while freeing
them from the complexity of managing their technology. The
Rosemont, (IL) company offers a complete suite of information
technology services including business continuity, managed web
hosting, storage and IT Control and Predictability
Solutions(SM). Comdisco offers leasing to key vertical
industries, including semiconductor manufacturing and electronic
assembly, healthcare, telecommunications, pharmaceutical,
biotechnology and manufacturing. Through its Ventures division,
Comdisco provides equipment leasing and other financing and
services to venture capital-backed companies.


CRESCENT REAL: S&P Airs Concern About Share Repurchase Program
--------------------------------------------------------------
Standard & Poor's revised its outlook on Crescent Real Estate
Equities Co. (Crescent) and Crescent Real Estate Equities L.P.
to negative from stable. In addition, the company's double-'B'
corporate credit rating, single-'B'-plus senior unsecured debt
rating, and single-'B' preferred stock rating are affirmed.

The outlook revision reflects concerns regarding the company's
pursuit of a large share repurchase program that may be
aggressively financed, and reduced funds from operations driven
by weakness in the company's high-end residential developments
and resort/hotel properties. Subject to lender approvals, the
additional share repurchase authorization would increase the
remaining purchase authorization from $220 million to $520
million. The share repurchases may be funded in part with debt
or the use of financing arrangements that could be secured by
the repurchased shares, offerings of preferred and/or
convertible securities, and asset sales.

Crescent is a $5 billion Fort Worth, Texas-based publicly traded
umbrella partnership REIT that had grown rapidly since its 1994
IPO. However, the company has spent much of the prior few years
in a retrenchment mode, due primarily to an opportunistic and
unsuccessful diversification strategy. A relatively new senior
management team has had success in refocusing the company on its
initial core portfolio of well-positioned Dallas and Houston
office properties, which now comprise the bulk (66%) of
Crescent's assets and generate the lion's share of funds from
operations, with destination resorts/spas (11%), residential
development (10%), and other investments (13%), comprising the
remainder.

The company has disposed of nearly all of its behavioral health
care assets, after experiencing asset write-downs of about 25%
of this $400 million initial investment. With the portfolio
repositioning nearly complete, the company has targeted growth
opportunities, including about $131 million (total project cost)
in office developments, over the next few years, which poses a
mild credit concern; however, the company appears to be
prudently pursuing this two-project pipeline with solid pre-
leasing in place and a 75% financial partner involved in the
larger Five Houston Center project.

Key financial measures are expected to be negatively impacted
based on the company's recently announced lowered estimates for
funds from operations. While Crescent has applied recent sale
and joint venture proceeds to reduce leverage to 46% currently
(debt-to-market value), the company also repurchased over $280
million of common stock during 2000. Current on-balance-sheet
fixed-charge coverage is acceptable for the rating category at
2.4 times, but this measure declines to about 2.0x if off-
balance-sheet investments are fully consolidated. Also of
concern, less transparent joint venture income is becoming an
increasingly large contributor to the company's overall
earnings.

In light of expectations for reduced funds from operations, on-
balance-sheet coverage is expected to decline over the next
year, despite the offset of lower borrowing costs from recent
refinancings and credit facility repayment. The extent of the
decline is somewhat dependent on the size of the company's
ultimate share repurchases and how they are financed.

Additionally, the company faces the near-term maturity of some
low-coupon debt in September 2002, which is likely to be
refinanced at a higher rate, further pressuring coverage
measures.

Although financial flexibility is limited due to a nearly
completely encumbered portfolio, the company's recently
announced dividend reduction will generate an additional $87
million per year in free cash flow. Crescent appears to have
adequate capital resources to meet its near-term strategic
objectives, with a moderately used credit facility; however, the
use of leverage is expected to increase.

                       Outlook: Negative

Crescent's new management team has shown success to date in
refocusing the company on its core business. However, weakness
in the company's high-end residential and resort/hotel
businesses will pressure key financial measures in the near
term. Additionally, financial policy is aggressive. If share
repurchases are largely debt financed, then the company's
financial profile would be stressed, which could result in a
one-notch ratings downgrade.


DYLEX LTD: Creditors Urge Trustee to Probe & Sue McCrory
--------------------------------------------------------
Creditors of bankrupt Canadian retail giant Dylex Ltd. want a
court-appointed trustee to take legal action against the
company's former directors and its new U.S. owner because of how
it was sold and how it ultimately went insolvent, according to
The Daily Deal.

Dylex, which owned the Fairweather chain of women's clothing
stores and BiWay discount stores, owes more than 100 creditors
$50 million.  Creditors met on October 24 in Toronto with
trustee Richter & Partners, which said it would continue its
investigation and consider legal action against the former
directors, shareholders or new owner, York, Pennsylvania-based
McCrory Corp.

In a September report, the trustee said former buyout maven
Meshulam Riklis, a majority shareholder in McCrory, received
wire transfers of cash directly from Dylex management soon after
he backed the purchase. Dylex also funneled money to McCrory,
the trustee said.

A lawyer for the trustee also said it is investigating why Bank
of Montreal and its investment banking unit, BMO Nesbitt Burns,
which advised Dylex on the deal, approved $70 million (Canadian)
in bridge financing to Hardof Wolf Group Inc., a shell company
set up by Riklis through which McCrory acquired Dylex.

McCrory gained bankruptcy protection for Dylex on August 3,
three months after the deal closed. Two weeks later, an Ontario
court gave control of Dylex to the trustee after hearing
testimony that Dylex was being pillaged of its assets. On
September 10, McCrory filed for chapter 11 bankruptcy protection
with the U.S. Bankruptcy Court in Wilmington, Delaware (ABI
World, October 26, 2001)


EXODUS COMMS: Signs-Up Bingham Dana as International Counsel
------------------------------------------------------------
Exodus Communications, Inc. presents the Court with their
application to retain and employ Bingham Dana LLP as
international co-counsel in these chapter 11 cases to provide
strategic advice and assistance with respect to international
contingency planning matters.

Adam W. Wegner, the Debtors' Adviser for Corporate and Legal
Affairs, relates that the Debtors seek to retain Bingham as
international co-counsel because of the firm's extensive
domestic and international experience and knowledge,
particularly in foreign and cross-border insolvency proceedings.
The Debtors require knowledgeable and specially qualified and
experienced counsel to render these essential professional
services and Bingham is specially qualified to perform these
services and represent the Debtors' interests in these chapter
11 cases.

Evan D. Flaschen, a partner at Bingham tells the Court that they
are particularly both national and international practice, and
has experience in all aspects of the law that may arise in these
chapter 11 cases. Mr. Flaschen states that Bingham's Financial
Restructuring Group comprises more than 75 attorneys who have
played significant roles in many of the largest and most complex
chapter 11 cases, including those of Owens Corning, Loewen Group
International, Inc., NextWave, Zenith Electronics, Boston
Chicken, Flooring America, Montgomery Ward, Hvide Marine,
Bradlees, Flagstar, Anchor Glass Container Corporation, Maxwell
Communication Corporation, Joseph Nakash, Olympia & York, LTV
Steel, Salant, Federated, Rose's Stores, Macy's, Imagyn Medical
Technologies, Allis Chalmers, Pan Am, Western Union, Southeast
Bancorp, Eastern Airlines, United Financial and Texaco, among
many others.

Mr. Flaschen informs the Court that Bingham's recent
international restructuring experience includes serving as
counsel to the bondholders of Asia Pulp and Paper; counsel to
the bondholders of Supercanal Holding proceedings; counsel to
the noteholders and distressed debt investors of Burns Philp;
counsel to the junior bank lenders of Queens Moat; counsel to
the noteholders of Telex-Chile; counsel to the public
bondholders and bank lenders of Loxley; counsel to the
Government of Indonesia in its efforts to restructure Indonesian
corporate debt; co-advisor to the Government of Korea in its
efforts to modernize its bankruptcy and reorganization systems;
and counsel to various creditor groups, distressed debt
investors and individual creditors in workouts and insolvency
proceedings in more than 70 countries, such as Abu Dhabi,
Belgium, Bermuda, Canada, the Czech Republic, Ecuador, England,
France, Germany, Ireland, Israel, Italy, Japan, Lichtenstein,
Mexico, New Zealand, The Netherlands, Norway, The Philippines,
Poland, Russia, Sierra Leone, South Africa, South Korea, Spain,
Sweden, Switzerland and Turkey.

Mr. Flaschen submits that of particular relevance are Bingham's
service as international bankruptcy counsel to The Singer
Company N.V., Owens Corning, Outboard Marine Corporation,
Montgomery Ward, LLC, and international co-counsel Viatel, Inc.,
Comdisco, Inc., Goss Holdings, Inc., which are similar to the
contemplated role of Bingham in these cases, which is to focus
on international bankruptcy matters, with Skadden Arps as lead
debtors' counsel. Mr. Wegner assures the Court that Skadden Arps
and Bingham will each have their own respective well-defined
roles as counsel to the Debtors as Skadden Arps will be
primarily responsible for the overall legal management and
supervision of these chapter 11 cases in the United States,
while Bingham's role will be limited to providing strategic
advice and assistance with respect to international insolvency
and restructuring matters.

The Debtors anticipate that Bingham will render international
bankruptcy and restructuring legal services to the Debtors as
needed throughout the course of these cases, all of which will
be tailored to assisting the Debtors in various foreign fora,
for example:

A. advising the Debtors of the international aspects of their
   rights, powers and duties as debtors and debtors-in-
   possession continuing to manage their businesses and
   properties under chapter 11 while simultaneously continuing
   to operate in various foreign countries;

B. assisting the Debtors in the formulating and approval of
   bankruptcy protocols, agreements or concordats, where
   appropriate, between the U.S. Bankruptcy Court and various
   foreign courts in which insolvency proceedings involving
   the Debtors may commence;

C. advising and assisting the Debtors with respect to their
   seeking recognition and relief in various foreign countries
   and foreign insolvency proceedings;

D. where needed, preparing on behalf of the Debtors all
   necessary and appropriate applications, motions, draft
   orders, other pleadings, notices, schedules and other
   documents, and reviewing all financial and other reports to
   be filed in these chapter 11 cases and in any related foreign
   countries or foreign proceedings;

E. advising the Debtors concerning, and preparing responses to,
   applications, motions, other pleadings, notices and other
   papers that may be filed and served in these chapter 11
   cases in connection with foreign proceedings initiated,
   including by the Debtors;

F. counseling the Debtors in connection with the formulation,
   negotiation and promulgation of a plan or plans of
   reorganization and any substantially similar schemes,
   compromises or plans which the Debtors may seek to propose
   in foreign insolvency proceedings; and

G. performing all other necessary or appropriate legal services
   in connection with these chapter 11 cases for or on behalf
   of the Debtors consistent with the limited role as
   international counsel.

Subject to the Court's approval, Mr. Flaschen submits that
Bingham will charge for its legal services on an hourly basis in
accordance with its ordinary and customary hourly rates in
effect on the date services are rendered.

The Debtors submit that their employment of Bingham would be in
the best interests of the Debtors and their respective estates
and creditors. (Exodus Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FRUIT OF THE LOOM: Court Okays Travelers Indemnity Co. Agreement
----------------------------------------------------------------
Fruit of the Loom and the Travelers Indemnity Co., sought and
obtained approval from Judge Walsh of an agreement concerning
three letters of credit:

      Institution           Amount            Account Number
      -----------           ------            --------------
      CSFB                  $1,455,000        TS-10024650
      CSFB                  $5,583,000        TS-10024665
      Bank of America       $7,893,000        3021906

that back various employee-related obligations.

Peter R. Roest, Esq., of Milbank, Tweed, Hadley & McCloy, tells
the Court that the Stipulation and Order provide for:

      (a) satisfaction of certain obligations owed to Travelers'
regarding prepetition workers' compensation-related claims,
using the proceeds of the Credit Suisse Letters of Credit, which
shall be drawn upon according to their terms;

      (b) establishment of separate mechanisms to provide for
payment of the claims of Former Employees and those of Current
Employees;

      (c) return to Fruit of the Loom of approximately $585,000
of estate funds that were previously used to satisfy the claims
of Former Employees; and

      (d) an increase in the postpetition Bank of America Letter
of Credit by an amount equal to the Credit Amount.

Mr. Roest asserts that under the Stipulation and Order, both
Travelers and Fruit of the Loom solve two problems.  First, they
resolve a possible dispute as to whether the postpetition
payments of obligations related to the claims of Former
Employees were authorized under the December 30, 1999 Order.  
Second, they reserve their rights as to whether proceeds of the
(i) BofA Letter of Credit can be used to satisfy obligations
owed to Travelers related to claims of Former Employees or
(ii) Credit Suisse Letters of Credit can be used to satisfy
obligations owed to Travelers related to claims of Current
Employees.

The Travelers Program is important to the postpetition operation
of Fruit of the Loom's business. Keeping it in place reassures
employees that if they are injured on the job, they will be able
to receive medical and other benefits to which they are entitled
under state law. Furthermore, the Stipulation and Order
implement the terms of the December 30, 1999 Order authorizing
the postpetition payment of prepetition workers compensation
claims of Current Employees.

Mr. Roest informs Judge Walsh that because execution and
implementation of the terms of the Stipulation and Order may
arguably constitute acts outside of the ordinary course of
business (although Fruit of the Loom does not assert or concede
that they are), at Travelers' request, Fruit of the Loom is
seeking authority from the Court to meet its obligations
thereunder and, accordingly, requests that the Court enter the
Stipulation and Order.

Eric G. Waxman III, Esq., at Phillips, Nizer, Benjamin, Krim &
Ballon, in Garden City, New York, serves as counsel for
Travelers Indemnity. (Fruit of the Loom Bankruptcy News, Issue
No. 39; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


GRAHAM-FIELD: Has Until January 28 to File Reorganization Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court in Wilmington, Delaware, granted
Graham-Field Health Products Inc. a sixth extension of its
exclusive periods to file a plan of reorganization and solicit
its acceptance, Dow Jones reported.

Graham-Field, which makes wheelchairs and medical equipment, has
60 more days in which only the company can file a reorganization
plan and solicit acceptance from creditors.  According to the
October 18 ruling, the Bayshore, New York-based company will
have until January 28 to file a plan and March 29 to lobby for
creditor approval. Graham-Field and 24 of its affiliates filed
for chapter 11 bankruptcy protection in 1999, listing assets of
$182.1 million and liabilities of $201.1 million. (ABI World,
October 26, 2001)


HOMESEEKERS.COM: Sheds 34 Jobs as Part of Cost-Cutting Measures
---------------------------------------------------------------
HomeSeekers.com Inc. (OTC Bulletin Board: HMSK), a leader in
online real estate technology and services, announced the
release of 34 employees or 18 percent of its workforce.

Thomas Chaffee, sole board director, said, "Changes directly
affecting personnel are always difficult, but they are necessary
as part of our plan to minimize operating costs while focusing
resources upon our core competencies."

HomeSeekers.com Incorporated is a leading provider of technology
to North American real estate industries. The company provides
technology solutions and services targeted to brokers, agents,
multiple listing services (MLS), builders, consumers and others
involved in the real estate industry. Product and service
offerings can be viewed at the company's primary Web site,
http://www.homeseekers.com


HYPERFEED: Retail Business Continues to Cause Financial Strain
--------------------------------------------------------------
HyperFeed Technologies, Inc. (Nasdaq: HYPR), a premier source
for financial market data and data-delivery solutions, reported
results for the third quarter ended September 30, 2001.

Excluding non-cash preferred dividends, the Company recorded a
net loss of $0.8 million versus net income of $0.8 million share
for third quarter 2000.  Quarterly consolidated revenue
decreased 34% to $8.2 million, compared to revenue of $12.4
million for the comparable period in 2000.  Revenue from the
Company's institutional HyperFeed services increased 2% to $6.1
million, while revenue from its principally consumer PCQuote.com
services declined by 68% to $2.1 million from $6.4 million for
the third quarter 2001 over 2000.

Jim Porter, Chairman and CEO said that, "While total revenue
decreased due to changes in our revenue structure, coupled with
an overall drop in consumer demand, the increase in revenue from
our institutional business is an indication of the growth
potential for our business even in our industry's trying times.  
We represent a great value proposition for institutional clients
and we intend to continue to prove that in the quarters ahead."

On a consolidated basis, the Company reported positive EBITDA,
earnings before interest, taxes, depreciation and amortization,
of $0.7 million for the third quarter, down from the $2.1
million reported for the prior year quarter, and up from the
$0.3 million reported for the second quarter of 2001.

Mr. Porter added that, "The retail portion of our business
continued to be a strain on our results for the quarter.  
Accordingly, we took definitive steps with our previously
announced restructuring in the third quarter to bring the costs
associated with this business in line with the declining revenue
base.  We estimate that the resulting savings from the
restructuring will be around $300,000 per month beginning in the
fourth quarter of this year.  This restructuring allows us to
enhance our ability to service the institutional markets --
which we believe has tremendous potential for us."

                 For the Nine Months

Revenue for the nine months ended September 30, 2001 was $27.2
million, a 24% decrease from revenues of $35.7 million for the
first nine months of 2000. Gross margins were $10.6 million, or
39% of revenue, for the nine months of 2001 compared to $12.2
million, or 34% of revenue, for the equivalent 2000 period.  Net
loss for the nine months ended September 30, 2001, was $1.1
million, or $0.07 per diluted share, excluding non-cash
preferred dividends versus net income of $0.7 million, or $0.03
per diluted share, for the comparable 2000 period.

Everything HyperFeed Technologies does revolves around fast,
reliable and complete financial market data.

Beginning with its flagship datafeed, HyperFeed, the Company
applies advanced technologies to the processing, delivery,
distribution and display of financial market data.  HyperFeed
takes a systems integration approach and offers customized
solutions based upon the unique needs of its clients. HyperFeed
has its own suite of display applications for enterprises and
consumers, in addition to being compatible with a wide range of
third-party software applications and development platforms.  
HyperFeed's front-end and back-end e-business solutions
facilitate the offering of bundled real-time market data and
display applications over the Internet by financial
institutions, Internet portals and Web sites.

As of Sept. 30, 2001, HyperFeed's current liabilities exceeded
its current assets by $196,000, while its accumulated deficit
reached $37 million.


INPRIMIS INC: Now Trading Shares on OTCBB After Nasdaq Delisting
----------------------------------------------------------------
Inprimis Inc. (OTCBB:INPM) announced that the Company received
notice on Thursday, October 25, 2001 that the Company's shares
would be delisted effective the next day. As of Friday, October
26, 2001, the Company's shares were quoted on the OTC Bulletin
Board under the ticker symbol INPM.

The OTC Bulletin Board is a regulated quotation service that
displays real-time quotes, last-sale prices and volume
information in over-the-counter (OTC) equity securities. OTC
Bulletin Board securities are traded by a community of
registered market makers that enter quotes and trade reports.
Information regarding the OTC Bulletin Board can be found at
http://www.otcbb.com

Inprimis Inc., through its wholly owned subsidiary, Inprimis
Technologies Inc., provides product design services and the
technology to help consumer electronics companies, cable
operators, Internet service providers and telecommunications
companies bring devices to market quickly and cost effectively.

Headquartered in Boca Raton, Fla., the company develops product
designs, customizes embedded system software and offers systems
engineering and manufacturing consultation services for
interactive-television, video-on-demand, Internet-access and
other convergent-technology appliances. Inprimis's television
set-top box designs are currently used by Philips Electronics
and LodgeNet Entertainment.

The company maintains strategic relationships with Liberate,
National Semiconductor, Conexant, Sigma Designs and others. For
more information, call 561/997-6227 or visit the company's Web
site at http://www.inprimis.com


INTEGRATED HEALTH: Will Transfer Clara Burke Operations to Fox
--------------------------------------------------------------
In the motion previously reported, Integrated Health Services,
Inc. sought approval to sell skilled nursing facility known as
The Clara Burke Community, located in Plymouth Meeting,
Pennsylvania to "Fox Subacute at Clara Burke" for $3 million
pursuant to a Purchase Agreement and an Operations Transfer
Agreement.

The Parties sought and obtained the Court's approval to
effectuate the transfer of operations of the Facility to Fox in
accordance with this Stipulation by and among IHS, the United
States of America on behalf of the U.S. Department of Health and
Human Services (HHS), and its designated component, the Center
for Medicare and Medicaid Services (CMS) and Fox Subacute at
Clara Burke, Inc. as follows:

       (1) Debtors assume and assign the Medicare Provider
Agreement (No. 39-5847) to Fox, effective on the date that
operation of the Facility is transferred to Fox and subject to
(i) Fox's payment of the amount specified in paragraph two and
(ii) the Court's approval of this Stipulation.

       (2) Fox shall pay a $100,000 Cure Amount on the Effective
Date to the United States by electronic fund transfer pursuant
to instructions provided by the Department of Justice.

       (3) The foregoing payment fully satisfies, discharges and
constitutes a release of any claim under the Medicare Provider
Agreement, whether known or unknown, that CMS has against both
Debtors and Fox for monetary liability arising under the
Medicare Provider Agreement before the Effective Date; provided
that Fox succeeds to the quality history of the Facility and
shall be treated, for purposes of survey and certification
issues as if it is the Debtor and no change of ownership
occurred.

Notwithstanding this, this Stipulation does not affect the
rights and claims of any other federal agency other than CMS.
This Stipulation is not intended to, and does not, constitute a
release, waiver or compromise of any claims against either
Debtors or Fox under the False Claims Act within the authority
of the Civil Fraud Section of the Commercial Litigation Branch
of the United States Department of Justice and the United States
Attorneys Offices.

       (4) Upon the Effective Date, nothing in the Stipulation
as so ordered by the Court stall relieve or be deemed to relieve
Fox from complying with all procedures, rules and regulations of
the Medicare program,

       (5) Debtors shall file a terminating cost report for the
Facility through the affective Date, and Fox shall file a
partial cost report to cover the period from the Effective Date
through the end of the fiscal period, in which the Effective
Date falls.

       (6) Debtors sha11 not alter, modify or amend in any way
any of the terms of this stipulation through a plan of
reorganization or otherwise.

       (7) Each party agrees that it has fully participated in
the drafting of this Stipulation. The rule of law which provides
that ambiguities will be construed against the drafting party in
interpreting written instruments shall not be applicable to or
used in resolving any dispute over the meaning or intent of this
Stipulation or any of its provisions. (Integrated Health
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


INTERLIANT: Selling Non-OEM Web Hosting Business to Interland
-------------------------------------------------------------
As part of its restructuring strategy, Interliant, Inc. (Nasdaq:
INIT), a leading application service provider (ASP), today
announced the sale of its shared and unmanaged dedicated retail
Web hosting business to Interland, Inc. (Nasdaq: INLD). The
companies did not disclose the terms of the sale.

"The sale of our retail hosting business - one of our non-core
business areas -- is another step in the execution of our
restructuring strategy. Interliant will continue to be a major
player in the Web hosting sector through our Branded Solutions
offerings," said Bruce Graham, Interliant president and CEO. "To
support our OEM, private label and referral partners, we have
made a significant investment in the development of a flexible,
scalable, secure platform. We believe it is the best platform
available in the industry today, and that it provides us with a
critical competitive edge in the private label space. We will
continue to expand this customer base beyond the premier
partners we currently serve."

Since April, Interliant has restructured its business to focus
on a set of four core offerings, including INIT Managed
Messaging (on both the Lotus Domino and Microsoft Exchange
platforms), INIT Managed Hosting, INIT Security, and the INIT
Branded Solutions offering, plus associated professional
services. The company has aggressively pursued opportunities to
divest itself of its non-core business assets, including the
July sale of its ERP/CRM hosting business.

"We will work closely with Interland to provide a seamless
transition for our retail Web hosting customers," Graham said.
During the transition period, the servers will remain in
Interliant's Atlanta data center, while Interland migrates the
customers to its data center, also located in Atlanta. The
process is expected to take approximately two to three months.

Interliant, Inc. (Nasdaq:INIT) is a leading global application
service provider (ASP) and pioneer in the ASP market.
Interliant's INIT Solutions Suite includes managed messaging,
managed hosting, security, branded solutions Web hosting, and
professional services. Interliant, headquartered in Purchase,
NY, has forged strategic alliances with the world's leading
software, networking and hardware manufacturers including
Microsoft (Nasdaq:MSFT), Dell Computer Corporation
(Nasdaq:DELL), Oracle Corporation (Nasdaq:ORCL),
Verisign/Network Solutions (Nasdaq:VRSN), IBM (NYSE:IBM), Sun
Microsystems Inc. (Nasdaq:SUNW), and Lotus Development Corp. For
more information about Interliant, visit www.interliant.com.

Interliant, INIT Managed Messaging, INIT Managed Hosting, INIT
Security, and INIT Solutions Suite are trademarks of Interliant,
Inc., in the United States, other countries, or both. Other
company, product, and service names may be trademarks or service
marks of others.

                           *  *  *

In connection with its restructuring effort, the Company had
determined not to pay the $5.8 million semi-annual interest
payments on its Notes on the August 16, 2001 due date. The terms
of the indenture governing the Notes provided with a 30-day
period to make the payment before an event of default occurred
with respect to the Notes. Failure to make the interest payments
within the 30-day period, either the trustee under the indenture
or the holders of not less than 25% in aggregate principal
amount of the Notes then outstanding, may declare the principal
amount of, and accrued and unpaid interest on, all the Notes to
be immediately due and payable.

The Company is currently attempting to complete the significant
business initiatives, consisting of the divestiture of non-core
businesses and assets to reduce operating losses and generate
cash, restructuring our Notes, and the completion of our
business integration and workforce reductions, in order to
achieve cost savings and operational efficiencies.  

The outcome of these initiatives is not determinable at this
time and the Company cannot predict with any certainty how
successful it will be with these activities, any of which can
have a material positive or negative impact on its financial
position.  However, the Company believes that it is highly
likely that it will need to raise additional cash during the
first half of 2002 to fund its operations and meet its
obligations.


JAGNOTES.COM: Ability to Continue Remains Dubious Due to Losses
---------------------------------------------------------------
During the years ended July 31, 2001 and 2000 JAGNotes.com only
generated revenues of approximately $1,001,000 and $1,042,000,
and incurred net losses of approximately $16,665,000 and
$16,664,000 and had cash flow deficiencies from operating
activities of approximately $5,563,000 and $8,460,000,
respectively.  

As a result, the Company had a cash balance of only $13,000, a
working capital deficiency of $290,000 and an accumulated
deficit of approximately $34,539,000 as of July 31, 2001.

In addition, the Company believes that it will continue to incur
net losses and cash flow deficiencies from operating activities
through at least July 31, 2002.  These matters raise substantial
doubt about our ability to continue as a going concern.


KERSAF: Unit Defaults on Interest Payment on $12M Sun Int'l Note
----------------------------------------------------------------
Sun International Hotels Limited (NYSE: SIH), announced that it
has accelerated the maturity date of the Promissory Note in
principle amount of $12 million issued by Royale Resorts
Holdings Limited, a subsidiary of Kersaf Investment Limited. The
acceleration of the payment of the Promissory Note is a result
of a default by Royale in making its interest payment of
$266,301.37, which was due on September 30, 2001.

According to the terms of the Promissory Note and acceleration
notice, Royale is obligated to immediately pay the outstanding
amount of the Promissory Note of $12 million, plus all accrued
interest. Interest shall continue to accrue at a default rate of
11% per annum until all amounts owed to SIHL are paid.

The Promissory Note was scheduled to mature on June 30, 2003.


MARINER POST-ACUTE: Parties Back MOU to Purchase MHG Bank Claims
----------------------------------------------------------------
As previously reported, Mariner Post-Acute Network, Inc.  
Committee and Chase Manhattan Bank, individually and as agent
for the MPAN Senior Bank Lenders, formally indicated their
support of the MOU by filing Joinder/Response to the Joint
Motion.  In addition, PNC Bank, National Association and First
Union National Bank, as agents for the MHG Senior Bank Lenders,
and certain selected creditors and interest holders (the
Responding Parties) also indicated support to the MOU. These
Responding Parties are:

(1) the MHG Creditors:

   each the holder of a claim against Mariner Health Group, Inc.
   and have each filed a proof of claim in the Chapter 11
   bankruptcy case of Mariner Health Group, Inc. so as to
   evidence such claim.

   Specifically:

   William R. Bassett, Trustee of the Charlotte Rich Kellett
   Irrevocable Trust dated 11/1/91, Creek Forest, Ltd., Kellett
   Partners, L.P., Samuel B. Kellett, William R. Bassett,
   Trustee of the Samuel B. Kellett, Jr. Irrevocable Trust dated
   11/1/91, and Stiles A. Kellett, Jr.;

(2) the Mariner Health Care of Nashville Creditors:

   each the holder of a claim against Mariner Health Care of
   Nashville, Inc. and have each filed a proof of claim in the
   Chapter 11 bankruptcy case of Mariner Health Care of
   Nashville, Inc. so as to evidence such claim.

   Specifically:

   Belleair East Medical Investors, Ltd. (L.P.), Dallas Medical
   Investors, Ltd. (L.P.), Denver Medical Investors, Ltd.
   (L.P.), Ft. Bend Medical Investors, Ltd. (L.P.), Houston-
   Northwest Medical Investors, Ltd. (L.P.), Melbourne
   Healthcare Associates, Ltd., Northwest Healthcare, L.P.,
   Orange Healthcare, Ltd. (L.P.), Pinellas III Healthcare, Ltd.
   (L.P.), Polk Healthcare, L.P. (Ltd.), Port Charlotte
   Healthcare, Ltd. (L.P.), South Denver Healthcare Associates,
   Ltd. (L.P.), Tallahassee Healthcare Associates, Ltd. (L.P.),
   Creek Forest, Ltd., Fort Worth Medical Investors, Ltd.,
   Samuel B. Kellett, Stiles A. Kellett, Jr., and Sun City
   Center Associates, L.P.;

(3) the MPAN Interest Holders:

   each the holder of a interest in Mariner Post-Acute Network,
   Inc. as a result of their ownership of stock in such entity,
   and each has filed a proof of interest in the Chapter 11
   bankruptcy case of Mariner Post-Acute Network, Inc. so as to
   evidence such stock interest.

   Specifically:

   Barbara Katherine Kellett, Belinda B. Stone, Carol M.
   Kellett, Charlotte Rich Kellett Irrevocable Trust,
   Christopher M. Kennedy, Deborah P. Kennedy, Kellett Partners,
   L.P., Lynn M. Esco, Margaret Varnado Smith, Robert J. Vesel,
   Samuel B. Kellett, Samuel B. Kellett, Jr. Irrevocable Trust,
   Samuel B. Kellett, Trustee F/B/O Margaret M.V. Smith U/A
   dated 7/30/76, SSK Partners, L.P., Stiles A. Kellett, Jr.,
   Stiles A. Kellett III, and Thomas M. and Leslie R. Partee.

The Responding Parties support the MOU Motion and urge the Court
to enter an Order granting the relief sought therein. The
Responding Parties submit that the MOU Motion is in the best
interest of the Debtors, their respective bankruptcy estates,
their respective creditors, and their respective interest
holders.

The Responding Parties further submit that granting the relief
sought in the MOU Motion will promote the prompt and efficient
administration of these jointly administered Chapter 11 cases
and will enable the Debtors herein to prepare, propose and
confirm a plan of reorganization as contemplated by Sections
1121, 1122, 1123, 1125, 1126, and 1129 of the Bankruptcy Code.

The Responding Parties further submit that nothing contained in
the MOU Motion mandates or dictates any particular form or term
of any to-be-filed plan of reorganization for the Debtors or
their respective bankruptcy estates, short circuits the
requirements of Chapter 11 for confirmation of any such to-be-
filed plan of reorganization, or otherwise sidesteps, impairs or
renders meaningless the protections for creditors provided for
in the plan confirmation process, including those creditor
protections provided for in Sections 1125, 1126, 1129(a)(7) and
1129(b)(2) of the Bankruptcy Code.

The Responding Parties request that the Court grant the MOU
Motion and provide the Responding Parties such other and further
relief as is just and proper.

Subsequent to the Debtors' filing of the Supplemental
Memorandum, Chase and PNC Bank, as agents for the MPAN Senior
Bank Lenders and the MHG Senior Bank Lenders, respectively, each
filed a Joinder in support of the Supplemental Memorandum.
(Mariner Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


MONTANA POWER: Files Revised Electric Transition Cost Plan
----------------------------------------------------------
The Montana Power Company (NYSE: MTP) filed with the Public
Service Commission a revised electric restructuring transition
cost plan.  

Known as Tier II, the case addresses transition costs associated
with the company's transformation from a vertically integrated
electric service company to a utility providing only default
supply and transmission and distribution service.  Transition
costs are those costs a company incurred and collected under
regulation but will not be able to recover in a competitive
market.  These costs are allowed to be collected under Montana
law.

"This restructuring process began more than four years ago and
this is the last of the filings in the docket, presenting all
transition costs as a single one-time settlement and developing
competitive transition charges," said Pat Corcoran, Montana
Power's vice president of regulatory affairs.  "This filing
provides a comprehensive presentation of the company's
transition costs."

The company made its first transition plan filing in accordance
with Montana's electric restructuring law on July 1, 1997.  The
case was later divided into two tiers.  Tier I issues were
concluded in June 1998 and included the plan for large customers
to move to the competitive market; accounting orders to track
certain costs; and established customer education and protection
mechanisms.  Tier II issues primarily involve the resolution of
transition costs associated with the restructuring.

Three categories of transition costs are addressed by this
filing.  They are:

     -- Costs of generation assets and other purchase power
contracts.  These were mitigated through a competitive bid sale
to PPL, which was used to realize the maximum sale price for
these assets-thereby minimizing transition costs.

     -- Generation-related regulatory asset transition costs
totaling $61.5 million.  These were extinguished with proceeds
from the generation sale to PPL.

     -- Qualifying Facility (QF) transition costs representing
the out-of-market costs associated with 15 QF contracts over the
next 30 years.

In 1978, the federal government mandated that the company
purchase power from facilities that satisfied specific operating
criteria at rates set by the Public Service Commission.  The
remaining sales proceeds of $60.1 million from the generation
sale will offset some of these costs.

"Over the next 30 years, Montana Power will pay a staggering $2
billion for power from these QF contracts, of which we estimate
about $1.2 billion is at above market rates," said Corcoran.  
"More than $60 million in generation sale proceeds will be used
to offset the impact on customers, but the one-time settlement
of these costs imposes a significant responsibility upon the
commission to foster the company's financial health."

The Montana Supreme Court, on June 12, 2001, disallowed the
establishment of tracking mechanisms that could capture QF
transition costs on an actual, dollar-for-dollar basis over the
next 30 years, and required a single, one-time settlement of all
transition costs.  Essentially, the court found that Montana law
requires MPC to estimate 30 years of market prices, compare
those prices to the QF contract prices and develop a net present
value of the difference between the QF contract prices and the
estimated market prices.

QF costs are not new and have been in rates for approximately 17
years. The company purchases 100 megawatts of electricity from
QFs and intends to incorporate the power from these contracts at
current market prices into the default supply portfolio that
will serve customers who do not choose another electricity
supplier.

"Montana Power's net transition costs that it could not
eliminate are 30-years of out-of-market QF costs valued at
$304.7 million on a net present value basis," said Corcoran.  
"To pay for these out-of-market costs, the company will
establish an annual competitive transition charge (CTC-QF) that
will appear as a line-item on customer's bills through the year
2032. Beginning July 1, 2002, the CTC-QF charge will be $.002658
per kilowatt hour. The charge will escalate over the 30-year
life of the contracts in concert with cost escalation built into
the QF contracts.  Again, these are not new costs, but the
present value of QF costs that customers would have paid over
the life of the contracts."

Corcoran added that this charge amounts to about $2.00 a month
for the typical residential customer, but will vary for the
different customer classes.


MOSLER INC: $28 Million Asset Sale to Diebold Nears Closure
-----------------------------------------------------------
Diebold Inc. said that it expects to complete the asset purchase
of industry rival Mosler Inc. by the end of the month for $28
million in cash, The Daily Deal reported.

Terms of the deal call for the North Canton, Ohio-based Diebold
to acquire all of the Hamilton, Ohio-based Mosler's intellectual
property, its central monitoring station, access control
equipment, inventory and certain real estate.

Separately, Diebold also obtained the rights to sell, install
and service equipment Mosler formerly sold.  Mosler, a security
systems provider, filed for bankruptcy on August 6 with the U.S.
Bankruptcy Court for the District of Delaware in Wilmington.
(ABI World, October 26, 2001)


ON SEMICON: Incurs Net Loss in Q3 Due to $13MM Stock Conversion
---------------------------------------------------------------
ON Semiconductor Announces Third Quarter 2001 Results; Meets
Expectations, Grows Market Share, Ahead of Plan on Cost
Reductions

ON Semiconductor Corp. (Nasdaq: ONNN) announced that total
product revenues in the third quarter of 2001 were $275.4
million, a decrease of 10% from the second quarter of 2001 and a
decrease of 47% compared to the third quarter of 2000.

Excluding amortization of intangibles and non-recurring charges,
the company had a net loss of $63.3 million in the third quarter
of 2001 compared to net income of $30.2 million in the third
quarter of 2000. The third quarter of 2001 results were in line
with First Call consensus estimates.

Including amortization of intangibles and non-recurring charges,
the company reported a net loss of $68.9 million in the third
quarter of 2001 compared to net income of $26.9 million in the
third quarter of 2000.

As announced on Sept. 7, 2001, the third quarter 2001 per share
loss includes accretion of the beneficial conversion feature
contained in the convertible preferred stock issued to Texas
Pacific Group totaling $13.1 million.

In the third quarter of 2001, overall gross margin was 13%, down
5 percentage points from the second quarter of 2001 primarily
due to lower factory utilization as the company continues to
focus on inventory reduction and cost restructuring efforts.
Significant reductions continue in operating expenses.

Selling, general and administrative expenses were reduced by 47%
from the same period last year and by 12% from the second
quarter 2001.

"Our focus in power management has driven steady overall market
share growth from the three-month periods ending March to August
of 2001 with our share in power management growing from 4.1% to
5.0% during this period," said Steve Hanson, ON Semiconductor
president and chief executive officer.

"During this quarter, orders were sequentially up across all
product families and the book-to-bill ratio was greater than one
for the first time in more than a year. The continued
acceleration of our cost restructure activities allowed us to
exceed our cost-reduction targets in the quarter while
increasing our rate of design wins (327) and new product revenue
(18 percent of total) to record levels.

"We remain cautious about the macroeconomic environment for the
near future, giving us a conservative expectation for fourth
quarter revenues to be flat to slightly down from the third
quarter. We anticipate fourth quarter operating margins to be
similar to the third quarter as we continue to execute on our
cost-restructuring efforts that are designed to improve our
overall financial health."

ON Semiconductor is a global supplier of high-performance
broadband and power management integrated circuits and standard
semiconductors used in numerous advanced devices ranging from
high-speed fiber optic networking equipment to the precise power
management functions found in today's advanced portable
electronics.

ON Semiconductor and the ON Semiconductor logo are trademarks of
Semiconductor Components Industries, LLC. All other brand and
product names appearing in this document are registered
trademarks or trademarks of their respective holders.


PACIFIC GAS: CPUC Releases Decision on 1999 General Rate Case
-------------------------------------------------------------
On October 16, 2001, the California Public Utilities Commission
(CPUC) issued a decision, voted on at the CPUC's October 10,
2001 meeting, granting applications for rehearing that had been
filed by The Utility Reform Network and another party with
respect to the CPUC's February 17, 2000 decision in Pacific Gas
and Electric Company's (Utility) 1999 General Rate Case (GRC)
for the period 1999-2001. (The Utility is the California utility
subsidiary of PG&E Corporation.)

As previously disclosed, the applications for rehearing, which
have been pending since March 2000, alleged that the CPUC
committed legal error by approving funding in certain areas that
were not adequately supported by record evidence.

In the decision, the CPUC found that in proposing a general rate
increase the Utility has the obligation to produce clear and
convincing evidence for each component of its proposed revenue
requirements, and the CPUC cannot grant the requested increase
to the extent the Utility fails to meet that obligation.

In the rehearing decision, the CPUC reversed in part its prior
determination regarding the adequacy of the evidence supporting
the original 1999 GRC decision and reduced the adopted electric
and gas distribution annual revenue requirement by at least
$33.1 million.

The $33.1 million revenue requirement reduction consists of (i)
expense reductions of $28.1 million consisting of an $8.1
million reduction in the adopted 1999 expense level in the area
of meter reading and a $20 million reduction in the adopted 1999
expense level in the area of customer account services and (ii)
reductions in capital related costs of approximately $5 million
(about 20 percent of a total $24.8 million reduction in rate
base consisting of a $17.6 million reduction in the adopted 1998
electric distribution capital spending forecast in the area of
emergency response work and a $7.2 million reduction in the
adopted 1999 capital spending forecast for the Customer
Information System).

In addition, the decision orders the record to be reopened to
receive evidence of the actual level of 1998 electric
distribution capital spending in relation to the forecast used
to determine 1999 rates, possibly resulting in an adjustment of
the adopted 1998 forecast level to conform to the 1998 recorded
level.

Following the 1998 capital spending rehearing and resolution of
all other outstanding matters, a final Results of Operations
analysis will be performed and a final revenue requirement will
be determined. The decision apparently intends that the revised
revenue requirement would be made retroactive to January 1,
1999.  

The Utility is evaluating further CPUC and judicial review
options. A petition for review of the rehearing decision by the
California Supreme Court or the Court of Appeal would be filed
by November 15, 2001.


POLAROID: Flaschen & Smits Serving as Foreign Representatives
-------------------------------------------------------------
Polaroid Corporation and their non-debtor subsidiaries and
affiliates engage in business operations throughout the world.  
Neal D. Goldman, EVP and Chief Administrative Officer of
Polaroid Corporation, says that at some point, it may be
necessary to commence parallel or ancillary foreign insolvency
proceedings with respect to the non-debtor affiliates.

Bingham Dana LLP, the Debtors' proposed international counsel,
has advised the Debtors that both the law and the jurisprudence
favor coordination and cooperation of United States courts with
foreign insolvency proceedings.  However, Mr. Goldman says, some
foreign jurisdictions do not have legal mechanisms for
recognizing non-local insolvency proceedings.  Mr. Goldman notes
that the "debtor in possession" concept is not followed or
recognized in many other foreign jurisdictions.  For this
reason, Mr. Goldman says, U.S. courts have appointed an examiner
or other representative with special powers to serve as the
United States estate's foreign representative in foreign
countries.

By this Application, the Debtors ask Judge Walsh to specially
appoint Foreign Representatives with duties that will include
serving as the official representative of the Debtors' estates
in foreign matters and as the emissaries of the Court in seeking
cooperation and harmonization of any foreign matters.  According
to Mr. Goldman, the Foreign Representatives will be part of the
Debtors' restructuring team, but they will not be "insiders" of
the Debtors.  The Debtors believe that Bingham satisfies both of
these criteria, Mr. Goldman adds.

In particular, the Debtors propose Evan D. Flaschen, Esq., and
Anthony J. Smits, Esq., to serve as the Foreign Representatives.
Mr. Flaschen is a partner with Bingham and the co-head of
Bingham's Financial Restructuring Group.  Mr. Smits is a senior
associate with Bingham where his practice is focused on the
representation of high yield, distressed debt, institutional and
other investors and creditors in complex, cross-border workout
and insolvency matters.  The Debtors submit that Messrs.
Flaschen and Smits possess the requisite credentials, experience
and international profile to fulfill the role of Foreign
Representatives.

The Debtors will look to the Foreign Representatives to:

  (i) act as the representatives of the Debtors' estates, and to
      seek formal recognition as such, in relevant foreign
      proceedings and other foreign situations;

(ii) where appropriate under the circumstances, act in the name
      of the Debtors in relevant foreign proceedings and other
      foreign situations and speak and sign pleadings and
      documents in the name of, and binding upon, the Debtors;

(iii) where specifically authorized by this Court, serve as this
      Court's emissaries to the courts in which relevant foreign
      proceedings may proceed, in order to convey to such courts
      the orders entered by this Court and any requests that
      this Court may wish to direct to such courts;

(iv) seek and promote wherever possible the coordination and
      harmonization of the within chapter 11 proceedings with
      relevant foreign proceedings and other foreign situations
      with the objective of preserving and continuing the
      Debtors and the affiliates as going concerns in order to
      maximize their value for the benefit of all stakeholders
      wherever located;

  (v) seek and promote wherever possible the coordination of the
      within chapter 11 proceedings with any other foreign
      matters involving governments, courts, regulators,
      creditors or other stakeholders;

(vi) canvas, determine and identify the issues and impediments
      that must be resolved internationally during the pendency
      of the Debtors' cases;

(vii) work with the representatives and other office holders
      appointed in relevant foreign proceedings in respect of
      the foregoing matters; and

(viii) act as facilitators with respect to all of the foregoing
      matters.

The fees and expenses of the Foreign Representatives would be
included in the fee applications to be submitted by Bingham from
time to time:

              Name                       Hourly Rate
              ----                       -----------
              Evan D. Flaschen              $650
              Anthony J. Smits              $390

Heeding the Debtors' request, Judge Walsh issues an interim
order appointing Messrs. Flaschen and Smits as Foreign
Representatives.

A final hearing on the application will be held on November 5,
2001, at 11:30 a.m.  Judge Walsh directs that if no objections
are filed 5 days before the final hearing, the interim order
shall become a final order, subject only to Bingham being
approved as the Debtors' international counsel. (Polaroid
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


PROBE EXPLORATION: Leduc Assets Closing Date Extended to Nov. 29
----------------------------------------------------------------
Kicking Horse Resources Ltd. and PricewaterhouseCoopers Inc.,
Receiver-Manager of Probe Exploration Inc., have mutually agreed
to extend the closing of the acquisition of the Leduc oil and
gas assets until November 29, 2001 in order to complete various
closing and other matters. In conjunction with the extension,
the Company will make an additional deposit payment to the
receiver of $500,000 cash on October 30, 2001.

The Company has been advised by Exall Resources Limited that it
will be exercising its option to acquire 10% of the Leduc
assets.

Kicking Horse is a public oil and gas company trading under the
stock symbol "KHL" on the Canadian Venture Exchange. The Company
presently produces approximately 300 barrels of crude oil per
day, 50 barrels of natural gas liquids per day and 5.5 million
cubic feet of natural gas per day, for a total of 900 boe per
day (10:1).

Following the closing of the acquisition of the Leduc assets
from the receiver-manager of Probe Exploration Inc. and
concurrent resale of a 10% interest in the property, it is
expected that the Company's production will be in excess of
4,500 boe per day (10:1).


REGAL CINEMAS: Anticipates $72MM Operating Loss This Year
---------------------------------------------------------
Regal Cinemas Inc. on Friday announced that it expects to turn
around an operating loss of about $72 million in 2001 and post
operating income of $113 million in 2002, according to Dow
Jones.

Operating income is projected at $107 million in 2003 and $105
million in 2004, according to the disclosure statement the
company filed in conjunction with the plan. Valuation analyses
prepared by Regal Cinemas' financial adviser, Greenhill & Co.,
ranged from $1.1 billion to $1.5 billion.  

The company will seek approval of the plan from Judge Marian F.
Harrison of the U.S. Bankruptcy Court in Nashville at a hearing
on December 7.  Objections to the plan and the related
disclosure statement must be filed by November 30.

In preparing the projections, Regal Cinemas assumed that box
office revenue would be about $1.11 billion in 2001 and decrease
by about 9 percent to $1.01 billion in 2002.  Before it seeks
approval of the plan on December 7, Knoxville, Tennessee-based
Regal Cinemas must get commitments for $550 million in exit
financing.  Regal Cinemas' chapter 11 petition listed assets of
$1.9 billion and debts of $2.3 billion as of June 28. (ABI
World, October 29, 2001)


SERVICE MERCHANDISE: Retiree Panel's Life Continued to Nov. 30
--------------------------------------------------------------
Service Merchandise Company, Inc. asks Judge Paine for an order
further extending the termination date of the Executive Security
Plan Committee until the earlier to occur of:

  (a) November 30, 2001 or

  (b) final resolution with respect to the treatment of Plan III
      benefits.

Beth A. Dunning, Esq., at Bass, Berry & Sims PLC, at Nashville,
Tennessee, reminds Judge Paine that the Court already extended
this deadline 4 times since the original termination date of
March 31, 2000 because the work of Committee was not yet
complete.

Now, Ms. Dunning says, the process of determining the eventual
treatment of the Executive Security Plan is still being
developed and negotiated.  Ms. Dunning reports that the
Committee has made an offer to the Debtors to resolve the claims
of its members. The Debtors are still evaluating this offer, Ms.
Dunning explains.  In the meantime, Ms. Dunning notes, the
Debtors and the Committee continue to make progress toward a
consensual resolution regarding the treatment of Plan III
benefits.  Thus, the parties need more time to pursue their
negotiations regarding their resolution of these issues.

Accordingly, Ms. Dunning says, the bar date for filing claims
arising in connection with the Executive Security Plan will be
automatically extended -- from May 15, 2000 until 30 days
following the earlier of:

  (a) the completion of the negotiations between the Debtors and
      the Committee, as evidenced by any express written notice
      of such completion, and

  (b) the termination of the ESP Committee's function and duties
      under prior order of this Court.

The Debtors contend that the relief requested is in the best
interests of their estates.  At the same time, the Debtors
assert that no party will be prejudiced as a result of the
extension since plan benefits have been frozen and suspended
until a final determination is made with respect to the
treatment of the Executive Security Plan. (Service Merchandise
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


SUN HEALTHCARE: Sues Shared Healthcare to Recoup $28M Payment
-------------------------------------------------------------
As previously reported, Shared Healthcare Systems, Inc.,
formerly known as Sun Systems, Inc., a privately owned Delaware
corporation of which Sun Healthcare Group, Inc. owns 70% equity
interest, recently ran out of cash. In an attempt to protect
their investment, Sun sought and obtained the Court's authority
to loan Shared Healthcare up to $1,500,000.

In this Adversary Proceeding, Sun sues Shared Healthcare not for
return of this $1.5 million, but to recapture the at least $28
million which it paid Defendant on or after October 14, 1998 for
the purchase of 51 million shares of Defendant's stock (after
accounting for a stock split) for a total of $43,707,000 payable
in eight installments, pursuant to a Funding Agreement entered
on February 4, 1998 and several other contracts and voting
agreements between the parties.

Sun tells the Court that it agreed to fund Shared Healthcare,
and enter into the Funding Agreement and the other Contracts,
based in large part on the representations of Defendant and its
founder and former CEO, Kevin Welch, as to Defendant's ability
to develop certain software, including Orcas. Oreas is intended
to be revolutionary software which combines clinical, financial
and case management documentation and work flow into one
software package, greatly facilitating compliance with
government regulation and the general administration of long
term health care providers.

Pursuant to the Funding Agreement, Plaintiff continued to fund
Defendant within one year of the Filing Date. Plaintiff alleges
of funding the Defendant at least $28 million after October 14,
1998 (the Filing Date) of which more than $10 million was funded
shortly after the Filing Date, without court approval.

This adversary proceeding arises under and is filed pursuant to
Sections 105, 502, 542, 547, 549. 550 and 55l of the United
States Bankruptcy Code. ii U.S.C. section 101, et seq. and
Bankruptcy Rules 7001(1) and (2).

Because Plaintiff owns an approximate 70% equity interest in
Shared Healthcare, Defendant is an "insider" of Plaintiff, as
defined in Section l01(3 1) of the Bankruptcy Code.

Plaintiff makes 5 counts of allegations and seeks relief
accordingly:

    Count I -- 11 U.S.C. Section 547(B)

Defendant is an insider of the Plaintiff within the meaning of
11 U.S.C. sections 547(b)(4)(B) and l0l(31)(B).

At least $17,962,281.70 of the transfers (the Preferential
Transfers) made pursuant to the Funding Agreement were made
after October 14, 1998. The Preferential Transfers were made to
or for the benefit of the Defendant.

The Preferential Transfers were made for or on account of an
antecedent debt owed by Plaintiff before such Transfers were
made.

The Preferential Transfers were made while Plaintiff was
insolvent.

The Preferential Transfers enabled the Defendant to receive more
than the Defendant would have received if Plaintiffs' case was a
case under chapter 7 of the Bankruptcy Code, the Preferential
Transfers had not been made and the Defendant received payment
on account of the debt paid by the Preferential Transfers to the
extent provided by the provisions of the Bankruptcy

Plaintiff requests a judgment against the Defendant in at least
the sum of the Preferential Transfers pursuant to 11 U.S.C.
section 542 and 547;

    Count II--11 U.S.C. Section 549

The Post-Petition Transfers were not made in the ordinary course
of business.

The Post-Petition Transfers were not authorized by the
Bankruptcy Court or under any provision ofthe Bankruptcy Code.
Accordingly, the Post-Petition Transfers are avoidable under 11
U.S.C. section 549.

Plaintiff requests a judgment against Defendant in the amount of
the Post-Petition Transfers;

    Count III -- 11 U.S.C. section 542(b)

Plaintiffs' right to the Preferential Transfers and the Post-
Petition Transfers (together, the Preferential Payments) is
property of Plaintiffs' estate.

Plaintiff may recover and seek a turnover of the Preferential
Payments.

Defendant is obligated to turnover the Preferential Payments to
Plaintiff under 11 U.S.C. section 542.

Plaintiff requests a judgment against Defendant in the sum of
the Preferential Payments;

    Count IV -- 11 U.S.C. section 551

The Preferential Payments, or the value thereof, is and should
be preserved for the benefit of Plaintiffs estates.

Plaintiff requests a judgment preserving for the benefit of
Plaintiff's estates the Preferential Payments, or the value
thereof, pursuant to 11 U.S.C. section 551;

    Count V -- 11 U.S.C. section 502(d)

Defendant is an entity from which property is recoverable under
Sections 542 and 550 of the Bankruptcy Code and is a transferee
of transfers avoidable under Sections 544 and 547 of the
Bankruptcy Code.

Defendant has not paid the amount, or turned over such property,
for which Defendant is liable under Sections 542 and 550 of the
Bankruptcy Code.

Any and all of Defendants claims against Plaintiff should be
disallowed pursuant to 11 U.S.C. section 502(d).

Plaintiff requests a judgment disallowing any claims of the
Defendant against Plaintiff pursuant to 11 U.S.C. section
502(d). (Sun Healthcare Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


TITANIUM METALS: Reduces Operating Rates in 4 U.S. Facilities
-------------------------------------------------------------
Titanium Metals Corporation (NYSE:  TIE) is reducing the
operating rates of its U.S. melting operations in response to
the downturn in the commercial aerospace business.

TIMET said that operating rates are being reduced at both its
Henderson, Nevada and  Morgantown, Pennsylvania facilities.  In
Nevada, the Company is reducing its vacuum arc melting rates by
about 40%.

In Pennsylvania, the Company intends to stop production on one
of its three electron beam cold hearth melting operations by
November 15 of this year and is reducing the operating rate on
another EB furnace. Production in Pennsylvania will decline by
about 20% after these decisions are fully implemented.  

These actions will result in the Company's employment levels
declining by approximately 50 people, however, the Company  
anticipates further reductions in operating rates and employment
levels in the future as demand for titanium products declines.

TIMET, headquartered in Denver, Colorado, is a leading worldwide
integrated producer of titanium metal products.  Information on
TIMET is available on the World Wide Web at
http://www.timet.com/


TITANIUM METALS: Wary About Sept. 11 Events Impact on Q4 Results
----------------------------------------------------------------
Titanium Metals Corporation (NYSE: TIE) reported net income for
the third quarter of 2001 of $4.3 million, compared to a net
loss in the third quarter of 2000 of $7.9 million.

Sales of $126.4 million in the third quarter of 2001 were 18%
higher than the year-ago period.  This resulted principally from
a 3% increase in mill product selling prices  (expressed in U.S.
dollars using actual foreign currency exchange rates prevailing
during the respective periods), a 6% increase in mill product
sales volume and favorable product mix.

In billing currencies (which exclude the effects of foreign
currency translation), mill product selling prices increased 5%.
Melted product (ingot and slab) sales volume increased 42% and
melted product selling prices increased 13% from year-ago
levels.

As compared to the second quarter of 2001, third quarter sales
were 5% higher principally  reflecting a 30% increase in melted
product sales volume and a 4% increase in melted product selling
prices. In addition, sales increased due to a 3% increase in
mill product selling prices (expressed in U.S. dollars) and
favorable product mix, partially offset by a 1% decrease in mill
product sales volume. In billing currencies, mill product
selling prices also increased 3%.

TIMET's backlog at the end of September 2001 was approximately
$315 million compared to $300  million at the end of June 2001
and $200 million at the end of September 2000.

J. Landis Martin, Chairman and Chief Executive Officer of TIMET
said, "Our operating results showed marked improvement during
the third quarter of 2001 as our Company returned to  
profitability.  Unfortunately, the tragic events of September 11
will have a significant adverse effect on the commercial
aerospace industry, which will likely impact our business as
early as the fourth  quarter of this year. We are  currently
developing plans to respond to these business conditions and
will evaluate workforce reductions, product line and facility
consolidations, and other cost control measures.  Accordingly,
restructuring, asset impairment, and other special charges may
impact our results in the fourth quarter of 2001 and next year
as well."

Mr. Martin added, "We intend to continue to invest in those
areas that hold meaningful growth opportunities, including the
automotive, military and energy markets.  Although recent events
have changed the near-term outlook for our business, TIMET has a
strong balance sheet and intends to take decisive action to deal
with the challenges presented to us."

TIMET, headquartered in Denver, Colorado, is a leading worldwide
integrated producer of titanium metal products.  Information on
TIMET is available on the World Wide Web at
http://www.timet.com/


TOWER RECORDS: Agrees with Lenders to Max 12.75:1 Leverage Ratio
----------------------------------------------------------------
In its annual report on Form 10-K filed with the Securities and
Exchange Commission, MTS, Incorporated dba Tower Records, the
world's largest independent retailer of packaged entertainment
software, reported net revenues for the year ended July 31, 2001
of $1.08 billion compared to $1.10 billion for the year ended
July 31, 2000.

The 1.9% decrease in revenue resulted primarily from the
elimination of certain under-performing stores throughout the
world, as detailed in the company's 2001 business Restructuring
Plan, and from the negative impact of foreign currency
translation adjustment. Excluding the effects of the foreign
currency translation adjustment, net revenues show an increase
of $12.9 million, or 1.2%.

Tower Records President and CEO, Michael Solomon commented on
the results, "Over the year, we have experienced an industry
decline in the availability of cassettes and CD singles, which
resulted in lower sales of these formats to the consumer. This,
coupled with a weak release schedule has served to dampen our
same store sales growth, although Tower's comparative store
sales worldwide are down less than 1%. In our business, format
sales tend to be cyclical, and while we see the downturn in the
sale of cassettes and CD singles, we are encouraged to report
considerable growth of the DVD format at Tower. We believe that
our appeal to early-adopters will enable us to greatly improve
our existing strong market share, particularly with respect to
music DVDs."

In addition, the company reported a pre-tax operating loss of
$37.4 million for the year ended July 31, 2001, compared to a
pre-tax operating profit of $24.8 million for the same period
the year before. The operating loss for the year ended July 31,
2001, was primarily attributed to restructuring and asset
impairment charges of $46.7 million, associated with the
company's business Restructuring Plan.

The company's net loss after taxes amounted to $90.3 million for
the year ended July 31, 2001, which included a non-cash charge
of $48.7 million against the company's deferred tax asset
accounts.

The 2001 business Restructuring Plan put into effect by Tower
earlier this year consists of a set of initiatives designed to
improve the company's performance and achieve profitability
goals. Michael Solomon, Tower's President and CEO said further,
"The implementation of our business plan has enabled us to
really overhaul our operations.  Our results for both the third
and fourth quarters definitely reflect this and are in
accordance with what we expected. Moreover, in fiscal 2001 we
achieved EBITDA of $49.4 million before restructuring charges.
We are managing our business better, and remain on track with
our plan and initiatives, positioning Tower well for the long
term and for the challenges ahead."

Tower Records confirmed the adoption of new inventory management
and auto replenishment systems, designed to provide
synchronized, flexible, real-time business intelligence and
data, facilitating daily product replacement, superior customer
selection and improved inventory turns and margins. The
company anticipates that the implementation of the new systems
will create streamlined purchasing and business process
efficiencies.

Earlier this month, Tower Records announced the completion of an
amendment to its bank loan with its consortium of 11 banks,
furnishing the retailer with greater financial flexibility and
credit availability through April 2002.  Specifically, on
October 8, 2001, the Company completed the First Amendment dated
as of October 5, 2001, to the Amended and Restated Credit
Agreement dated as of April 27, 2001, among the Company, Tower
Records Kabushiki Kaisha, the lenders party thereto and The
Chase Manhattan Bank as administrative agent. The Company paid a
0.0375% amendment fee to the lenders.

Pursuant to the Amendment, the lenders' commitments are required
to be reduced by $5,000,000 on October 5, 2001 and $10,000,000
on December 31, 2001. The Amendment also eliminates certain
provisions of the Amended and Restated Credit Agreement,
specifically those requiring the Company to (1) provide firm
commitments by October 1, 2001 for financing or sale of assets
that will reduce the commitments to $100,000,000 by December 31,
2001 and (2) receiving proceeds of such financing or sale that
actually reduce the commitments to $100,000,000 by December 31,
2001.

The Company covenants with its lenders that EBITDA will not fall
below:
         Period                           Minimum EBITDA
         ------                           --------------
     02/01/01 - 04/30/01                  US$ 7,580,000
     03/01/01 - 05/31/01                     11,410,000
     04/01/01 - 06/30/01                     11,330,000
     05/01/01 - 07/31/01                     11,500,000
     08/01/01 - 08/31/01                      2,000,000
     08/01/01 - 09/30/01                      4,225,000
     08/01/01 - 10/31/01                      6,350,000
     09/01/01 - 11/30/01                      7,750,000
     10/01/01 - 12/31/01                     17,500,000
     11/01/01 - 01/31/02                     19,600,000
     12/01/01 - 02/28/02                     18,320,000
     01/01/02 - 03/31/02                     10,050,000

and that the Company's leverage ratio will not exceed:

         Period                                Ratio
         ------                                -----
     04/27/01 - 05/30/01                   11.17:1.00
     05/31/01 - 06/29/01                    7.37:1.00
     06/30/01 - 07/30/01                    7.08:1.00
     07/31/01 - 08/30/01                    7.10:1:00
     08/31/01 - 09/29/01                          N/A
     09/30/01 - 10/30/01                          N/A
     10/31/01 - 11/29/01                   12.75:1.00
     11/30/01 - 12/30/01                   10.60:1.00
     12/31/01 - 01/30/02                    4.25:1:00
     01/31/02 - 02/27/02                    4.00:1:00
     02/28/02 - 03/30/02                    4.35:1.00
     03/31/02 - 04/23/02                    7.80:1.00"

Michael Solomon commented, "As a company, we are firmly focused
on the future. We have the support of our banks, our vendors,
and have every belief that our business plan will ensure that
Tower Records thrives. In spite of the current unsettled times
in which we live, we look forward to the holiday season and are
confident that we will provide our customers with the best
service and selection, delivering an enjoyable shopping
experience in our stores and online."

Since 1960 Tower Records has been recognized and respected
throughout the world for its unique brand of retailing. Founded
in Sacramento CA, by current Chairman Russ Solomon, the
company's growth over 4 decades has made Tower Records a
household name.

Tower Records owns and operates 173 stores worldwide with 57
franchise operations in seven countries. The company opened one
of the first Internet music stores on America Online in June
1995 and followed a year later with the launch of Tower.com. The
site was named "Best Music Commerce site" by Forrester Research
in Fall 2000.

The recent founding of Tower Records own exclusive and
independent record label, 33rd Street Records has enabled the
retailer to release popular and niche hit driven music, while
placing great emphasis on both marketing and artist development.

Tower Records' commitment to introducing its customers to the
latest trends in new product lines is paramount to the
organization's retail philosophy. Tower forges ahead with the
development of exciting shopping environments, espousing diverse
product ranges, artist performance stages, personal electronics
departments, and digital centers. Tower Records maintains its
commitment to providing the deepest selection of packaged
entertainment in the world merchandised in stores that celebrate
the unique interests and needs of the local community.


USG CORPORATION: Asks for Exclusive Period Extension to May 1
-------------------------------------------------------------
With their initial transition into chapter 11 nearly complete,
USG Corporation tell the Court they are ready to take on the
monumental task of addressing the asserted asbestos liabilities
which make up the core of these chapter 11 cases.  The Debtors
have begun dialogue with the Committees regarding these
asbestos-related issues and will continue to pursue further
discussions.

Conceding that the current discussions may not result in a
quickly-produced framework for a consensual plan of
reorganizations, Paul E. Harner, Esq., at Jones, Day, Reavis &
Pogue, insists that it is appropriate to extend the Debtors'
exclusive periods during which to propose and file a plan of
reorganization and solicit acceptances of that plan.   

"No purpose would be served by prematurely terminating the
Exclusive Periods while," Mr. Harner says, "discussions are
beginning and while these large, complex cases are otherwise
only a few months old.  Pending a consensual or litigated
resolution of the key asbestos-related issues, the Debtors will
not be able to propose and seek a confirmation of a meaningful
plan of reorganizations as intended. As such, the Exclusive
Periods should be extended until such a time the issues have
been pin-pointed and clarified, whether through productive
negotiations or litigation.

For these reasons, the Debtors request a six-month extension of
their Exclusive Periods so that they can preserve their right to
make a meaningful plan of reorganization in these cases.
Specifically, the Debtors ask Judge Newsome, pursuant to 11
U.S.C. Sec. 1121(d), to:

  -- extend the period in which the Debtors have the exclusive
     right to file a plan or plans of reorganization through and
     including May 1, 2002, and;

  -- extend the period during which the Debtors have the
     exclusive right to solicit acceptances of that plan through
     and including July 1, 2002.

Mr. Harner notes that it is unlikely the Debtors will be in a
position to file a plan at the end of the six-month period,
given (a) the number of complex issues that must be resolved and
(b) the need to negotiate a plan with three separate creditors'
committees, various constituencies among the creditors that the
Committees represent and other parties in interest.  The Debtors
expressly reserve the right to revisit the question of the
exclusivity periodically and, in fact, expect to request further
extensions of the Exclusive Periods.

Section 1121(d) of the Bankruptcy Code, Mr. Harner explains,
provides that, "On request of a party in interest . . . and
after notice and a hearing, the court may, for cause reduce or
increase the 120-day period or the 180-day period referred to in
this section.  The Bankruptcy Code does not define "cause," but
a number of courts have construed the term by examining the
Bankruptcy Code's legislative history.  As it has a general
tone, the Congress underscored the "for cause" standard with the
intent that the courts take a flexible approach to exclusivity,
so that the debtor is given a meaningful opportunity to have the
exclusive right to propose and file a plan in a chapter 11 case.

Courts rely on a number of factors in determining whether cause
exists for an extension of a debtor's exclusive periods.
Standing alone, Mr. Harner contends, each of these factors may
provide sufficient justification for extending the periods.
These include:

      -- the size and complexity of the case;

      -- the debtor's progress in resolving issues facing the
         estate; and

      -- whether an extension of time will harm the debtors'
         creditors.

The Debtors submit that each of these factors militate in favor
of an extension.  Both Congress and the courts have recognized
that the size and complexity of a debtor's case alone may
constitute cause for the extension of a debtor's exclusive
periods.

"If an unusually large company were to seek reorganization under
chapter 11, the court would probably need to extend the time in
order to allow the debtor to reach an agreement."  H.R. Rep. No.
95-595, at 232.  In the Texaco reorganization, the court stated,
"The large size of the debtor and the consequent difficulty in
formulating a plan of reorganization for a huge debtor with a
complex financial structure are important factors which
generally constitute cause for extending the exclusivity
periods."  In re Texaco Inc., 76 B.R. 322, 326 (Bankr. S.D.N.Y.
1987).  The Debtors and their affiliates, Mr. Harner relates,
include the world's largest producers of wallboard, joint
compounds, fiberglass-reinforced cement board and ceiling grid,
and the second largest maker of acoustical ceiling tile.  They
have 249 facilities in 48 states and around the world, as well
as approximately 14,400 employees. The USG Companies generated  
consolidated revenue of approximately $3.8 billion.  Also, the
USG Companies have approximately $3.4 billion in assets and
approximately $1.6 billion in non-asbestos-related liabilities.

The complexity of the Debtors' cases are due not only to the
size and scope of the Debtors' business operations.  As of the
Debtors' petition date there were approximately 100,000 pending
asbestos lawsuits, and the Debtors had

      (a) tens of thousands of other potential creditors,
      (b) thousands of executory contracts and unexpired leases,
      (c) several different tiers of institutional debt,
      (d) operations throughout North America, and
      (e) three separate operating segments, only one of which
          has substantial asbestos liability.

Also, three different Committees have been appointed in these
cases, each with separate sub-constituencies, requiring the
Debtors to discuss and negotiate all issues with myriad parties.

Under these circumstances, Mr. Harner submits, it is simply
unrealistic to expect that the Debtors are in a position to
formulate and build a consensus for a plan right now.

A much-considered factor in determining whether to grant an
extension of the Exclusive Periods is whether that extension
will harm or prejudice creditors or other parties in interest.
See, e.g., Texaco at 326-327.  Mr. Harner insists the extension
requested in this Motion will not harm those parties.  He
asserts that neither the Debtors' creditors nor any other party
in interest will be in a position to prepare or propose a plan
before May 1, 2002, due to the size and complexity of the
Debtors' chapter 11 cases.  The extension will allow the process
to move forward in an orderly process.

Mr. Harner notes that the extension requested is a modest one
and in line with other initial extensions of exclusivity granted
in other recent large chapter 11 cases in the district,
including Safety-Kleen, Fruit of the Loom, and Ameriserve.

Reminding Judge Newsome that, historically, large asbestos-
related chapter 11 cases have typically lasted far longer than
the average chapter 11 case -- typically five to seven years.
Johns-Manville maintained exclusivity for 4 years; Celotex
Corp., 4-1/2 years; Eagle-Picher Industries, nearly 6 years;
Forty-Eight Insulations, Inc., over 7 years.  Although the
Debtors hope and expect that their chapter 11 cases will not
last nearly as long as those, they believe the length of the
cases as well as the extensions granted therein support the
Debtors' request for a six-month extension.

Mr. Harner notes that USG's six-month request is in line with
the first exclusivity extensions sought and obtained by
Armstrong World Industries, Owens Corning and W.R. Grace.

Judge Newsome will convene a hearing at 11:00 a.m. on Nov. 7, in
Wilmington, to entertain the Debtors' request.  Accordingly, the
Debtors' exclusive period is extended through the conclusion of
that Oct. 29 hearing. (USG Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


UNIQUE BROADBAND: Trial with Ex-CEO to Commence on March 1
----------------------------------------------------------
Unique Broadband Systems, Inc. (CDNX: UBS) announced that its
Annual Meeting of Shareholders, which was scheduled for November
27, 2001 will likely be adjourned in order to permit court
proceedings to ensue. In those proceedings, each side makes
allegations of oppression in relation to the other side.

Mr. Justice Campbell of the Ontario Superior Court of Justice
has issued an order requiring an expedited trial. The Court has
set aside March 1, 2002 as the date upon which such trial is to
commence and the trial is expected to last four weeks. Until
completion of such trial, the Court will permit any party to
seek court approval for any significant transaction.

The precise date of the adjourned Annual Meeting of Shareholders
will be set by the Court. In that event, a fresh record date and
information circular will likely be necessary.

Mr. Dolgonos had originally applied to the Court on very short
notice to the Company and had alleged that the Special Committee
was close to entering into a transaction "that was designed to
amass votes in the pending proxy battle and not to maximize
shareholder value." In response to the application by Mr.
Dolgonos, the Special Committee filed its own counter-
application, in which it denied such intention.

Furthermore, under such counter-application, the Special
Committee asked the Court for a final order upon the disposition
of the trial removing Mr. Dolgonos as a director and requiring
him to sell to the Company all of the UBS shares owned or
controlled by him, less all damages caused to the Company as a
result of the transactions referred to in Schedule C to the
information circular issued by the Company in connection with
the Annual Meeting of Shareholders.

In relation to these proceedings, the Company has been advised
by the Ontario Securities Commission that it has commenced an
investigation into the affairs of Mr. Dolgonos, as they relate
to the Company and his conduct, which is referred to in Schedule
C to the Company's circular.

As previously announced, the Special Committee has retained
financial advisors to assist in exploring all options available
to maximize shareholder value. As part of this process, the
Company is currently reviewing, considering and evaluating
numerous potential opportunities and strategic directions.

However, UBS emphasizes that while discussions are ongoing with
various parties, all such discussions are at a preliminary stage
and there is no assurance that any of these discussions will
result in an agreement or transaction of any kind. The Special
Committee understands its fiduciary obligations to act in the
best interests of the Company and all shareholders. If any
transaction is to be entered into, it will be done strictly in
compliance with such obligations and all governmental and
exchange regulatory requirements.

Unique Broadband Systems, Inc. (UBS) designs, develops and
manufactures high-speed fixed and mobile wireless solutions
based on OFDM technology. UBS has offices in Canada, Denmark,
the UK and Italy.


UNITED PETROLEUM: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: United Petroleum Corporation
             5800 N.W. 74th Avenue
             Suite 101
             Miami, FL 33166

Bankruptcy Case No.: 01-11053

Debtor affiliates filing separate chapter 11 petitions:

        Entity                              Case No.
        ------                              --------
        United Petroleum Group              01-11052
        Jackson-United Petroleum            01-11054
        United C-Store Holdings, L.L.P.     01-11055
        F.S. Gas Subsidiary, Inc.           01-11056
        F.S. Non-Gas Subsidiary, Inc.       01-11057
        Calibur Systems, Inc.               01-11058


Type of Business: The company operates convenience gasoline
                  stores, with working interest in natural gas
                  wells and car washes.

Chapter 11 Petition Date: October 30, 2001

Court: Delaware

Debtors' Counsel: Michael Lastowski, Esq.
                  Duane, Morris & Heckscher LLP  
                  1100 North Market Street  
                  Suite 1200  
                  Wilmington, DE 19801-1246  
                  302-657-4900  
                  Fax : 302-657-4901  
                  Email: reorg@duanemorris.com

                          and

                  Paul L. Orshan, Esq.
                  Duane, Morris & Heckscher LLP  
                  200 S. Biscayne Blvd.
                  Suite 3410
                  Miami, FL 33131
                  (305) 960-2200

Total Assets: $42,714,000

Total Debts: $41,626,000

List of Debtor's 17 Largest Unsecured Creditors:

Entity                                     Claim Amount
------                                     ------------
Lake Management LDC                         $150,000

White & Case                                $150,000

Bowne of Dallas                              $66,492

Wolf, McClain                                $45,000

Jesup & Lamont Capital Markets, Inc.         $40,000

Culbertson, Weiss & Schug                     $5,691

Bryan Cave                                    $5,479

Wood, Exell & Bonnett, LLP                    $4,410

Reel & Swafford, CPA                          $3,245

Cole, White & Billbrough                      $1,263

Pitney Bowes Credit Corp.                     $1,232

Global Financial Press                          $391

Leonard Burningham                              $225

Stand Guard                                     $189

Thermocopy of Tennessee                         $189

Interwest Transfer Co.                           $29

Hamilton Bank, N. A.                         Unknown


VALLEY PRIDE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Valley Pride Pack, Inc.
        aka Missouri Pride Beef
        19081 Highway 71 E
        P.O. Box 256
        Norwalk, WI 54648

Chapter 11 Petition Date: October 15, 2001

Court: Western District of Wisconsin (Eau Claire)

Bankruptcy Case No.: 01-25918

Judge: Thomas S. Utschig

Debtor's Counsel: William J. Rameker, Esq.
                  2 East Mifflin Street
                  P.O. Box 2038
                  Suite 800
                  Madison, WI 53701-2038
                  608-257-7181

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Wells Fargo Equipment       Lease arrears            $138,806
Finance

Milt Smith                  Trade                    $109,219

Martin's Bulk Milk Serv.    Services                 $104,033

EMC Insurance Companies     Insurance                $100,566

Micro-Pure                  Trade debt               $100,000

Arrow Box Company           Trade debt                $80,584

Menasha Corporation         Trade debt                $74,322

Stone Container Corp.       Trade Debt                $64,196

Amplicon Financial          Lease arrears             $51,673

Service Packaging Corp.     Trade debt                $50,000

WP&L - Alliant Energy       Services                  $45,523

Empire Dist. Electric Co.   Services                  $45,516

Banefit Plan Admin          Benefits                  $37,827

Lockridge Grindal Nauen     Trade debt                $36,122

U.S. Equip. Leasing, LLC    Lease arrears             $37,983

Kaiser Contract Cleaning    Services                  $36,049
Inc.

Dean's Refrig. & Heating    Services                  $31,454

Hydrite Chemical Co.        Trade debt                $26,709

State Bank of LaCrosse      Returned Checks           $25,000

Food & Safety Inspection    Services                  $23,821


VALLEY PRIDE: GE Capital Drops Objections to DIP Financing
----------------------------------------------------------
GE Capital Corp. Friday withdrew its objection to a $900,000
debtor-in-possession (DIP) financing for bankrupt Valley Pride
Pack Inc. after receiving assurances that it would retain its
pre-petition priority in the case over workers that state and
federal laws protect in the event of subsequent factory
shutdowns, The Daily Deal reported.

The meat packing company filed for chapter 11 bankruptcy
protection on October 15 in the Western District of Wisconsin.  
It closed two plants on August 13.  One of them was then
involved in a district court order that GE Capital won on August
17 that froze Valley Pride's assets because of inadequate
financial disclosure.  GE Capital, a pre-petition lender to
Norwalk, Wisconsin-based Valley Pride, has a $10 million secured
claim.

After GE Capital withdrew its objection, Judge Thomas Utschig
verbally approved the DIP package to be supplied by Criss-Cross
Express.  Utschig is expected to sign the DIP order today.  Once
he does, Valley Pride can reopen the plant shuttered because of
the August 17 order.  The two plants are in Lacrosse, Wisconsin,
and Joplin, Miss.  It hopes to reopen its Lacrosse plant in
early November. (ABI World, October 29, 2001)


VENCOR: Court Okays Success Fee for Wachtell As Panel's Counsel
---------------------------------------------------------------
With respect to the fee application of Wachtell, Lipton, Rosen &
Katz, counsel for the Committee of Vencor, Inc., including the
request for an enhancement of their fee request in the amount of
$250,000 characterized as a success fee, and the objection of
the United States Trustee, the Court has concluded that the
success fee will be allowed because of the success achieved by
counsel for the Committee in representing the unsecured
creditors resulting in an extraordinary recovery for the
unsecured creditors at a remarkably modest charge for counsel.  
The Court especially expresses commendation for Wachtell, Lipton
for its professionalism and restraint in not overbilling the
case.

All objections including the UST's objection to the Seventh
Application of Cleary, Gottlieb, Steen & Hamilton, and the UST's
objection to the First and Final Fee Application of Wachtell,
Lipton, having been withdrawn, overruled or otherwise resolved,
the Court issued an Omnibus Order approving the Fee Applications
in the respective amounts as follows:

Applicant    Period         Fees         Expenses        Total
---------    ------         ----         --------        -----
Reed, Smith  9/13/99 -    667,432.50   29,385.99      696,818.49
Shaw &       04/20/01
McClay       (19
(Special     applications)
Counsel to
Debtors)

KPMG         12/01/99 -   655,372.20   22,875.19      678,247.39
(Tax         04/20/01
Consultants  (17
to Debtors)  applications)

Cleary,      09/13/99 - 7,998,078.42  478,142.80    8,476,221.22
Gottlieb,    04/20/01
Steen &      (19
Hamilton     applications)
(Counsel to
Debtors)

Pepper       09/28/99 -    31,140.50   27,013.07       58,153.57
Hamilton,    03/16/01
LLP          (17
(Creditors'  applications,
Committee    supplement
Local        filed)
Counsel)

PwC          09/13/99 - 6,441,646.50  496,532.19    6,938,178.69
(Atg. &      04/20/01
Business     (19
Advisors,    applications)
Consultants
And Auditors
To Debtors)

Mintz,       01/01/00 - 1,082,413.94   91,390.74    1,173,804.68
Levin Cohn,  04/30/01
Ferris,      (16
Glovsky &    applications)
Popeo, P.C.
(Ordinary
Course
Professional)

Morris,      09/13/99 -   881,479.50  819,111.20    1,700,590.70
Nichols,     04/20/01
Arsht &      (18
Tunnell      applications)
(Bankruptcy
Counsel to
Debtors)

Manatt,      12/01/99 -   316,736.05   11,512.36      328,248.41
Phelps &     04/20/01
Phillips,    (8
LLP          applications)
(Ordinary
Course
Counsel)

The          12/20/99 - 2,308,065.00   63,330.53    2,371,395.53
Blackstone   03/31/01
Group, L.P.  (12
(Debtors'    applications)
Investment
Bankers)

Sidley &     9/14/99 -     96,246.00   13,145.76      109,391.76
Austin       4/20/01)
              (2
              applications)

Jackson      02/01/00 -   178,198.00   18,582.55      196,780.55
Lewis        3/31/01
Schnitzler   (2
& Krupman    applications)

Foley &      12/01/99 -    84,100.76    2,615.03       86,715.79
Lardner      01/31/00
(Ordinary    (1
Course       application)
Professional)

McCutchen,   09/13/99 -   314,540.60   47,514.10      389,054.70
Doyle,       04/20/01
Brown &      (2
Enersen, LLP  applications)

Arnall       11/01/00 -   190,048.18    9,071.77      199,119.95
Golden       04/20/01
Gregory LLP  (1 application)

Wachtell,    09/24/99 -   160,365,50   13,961.26      424,326.76
Lipton,      03/16/01                                   
(including
Rosen &                                                  
$250,000
Katz                                                     success
(Committee's                                             fee)
Lead Counsel

Zuckerman    Entire       166,172.50    7,762.26      173,934.76
Spaeder      Bankruptcy
             Period

(Vencor Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Enters Into New Lease with Great Lakes
-----------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation asks Judge Bodoh for entry
of an order approving a lease of manufacturing space in Gary,
Indiana for use by Wheeling Corrugating Company, a division of
WPSC.

WCC has leased manufacturing space at 201 Mississippi Street in
Gary, Indiana since 1990. The facility is owned by Great Lakes
Industrial Partners, L.P. The Gary, Indiana facility is one of
WCC's largest facilities, and serves the northeastern part of
the country.

WCC's lease has expired as of September 30, 2001. However, WCC
has negotiated the terms of an extension to the lease, and Great
Lakes has agreed to allow WCC to remain in possession of the
premises pending this Motion and the authorization of a new
lease.

The terms of the proposed lease extension are set forth in a
letter dated from the lessor's property manager, Centerpoint
Properties, dated September 24, 2001. The proposal provides for
a three-year lease substantially on the same terms as the
existing lease, except for a reduction in the space used by WCC
from 201,091 square feet to only 108,693 square feet and an
associated reduction in rent payments.

Rents will be reduced from the current level ($77,309.45) to
$41,000 per month for the period October 1, 2001 through May 31,
2002, increasing over time to $43,700 per month for the period
October 1, 2003 through September 30, 2004. WPSC will also be
responsible for its proportionate share of real estate taxes,
utilities and common area charges, which should be less than
current levels due to the reduced amount of space that will be
used by WPSC.

WPSC submits that the preservation of the Gary, Indiana
facility, and the approval of the new lease, is in the best
interests of WPSC and its creditors. (Wheeling-Pittsburgh
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


WINSTAR COMMS: Resolves Legal Squabble with Pacific Bell
--------------------------------------------------------
>From February 1998 to September 1998, Winstar Communications,
Inc. provided its California-based customer Monarch Litho with a
central-office-based exchange service known as "Centrex" using
resold Pacific Bell central-office-based service. Pacific Bell
is a local exchange carrier providing telephone exchange
services and exchange access services in the State of
California.

At various times during the Debtors' relationship with Monarch
Litho, international long-distance service was stolen from the
Debtors via unauthorized third-party access to the Pacific Bell
interface box through which Monarch Litho received its Centrex
service.

On August 3, 2000 the Debtors commenced a lawsuit in the United
States District Court for the Central District of California
against Pacific Bell, Inc., seeking over $223,000 in damages
alleging that Pacific Bell is liable for all damages suffered by
Winstar due to the third-party Centrex service theft, which
Pacific Bell has denied.

Thus, the Debtors seek entry of an order approving the
Settlement Agreement with Pacific Bell and authorizing the
Debtors to enter into the transactions and execute agreements
and documents as provided therein.

M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, tells the Court that under the
Settlement Agreement, the parties will execute and file with the
United States District Court for the Central District of
California a Stipulation of Dismissal with Prejudice regarding
the Lawsuit within 5 business days following this Court's
approval of the Settlement Agreement.

In addition, the Debtors will release all claims against both
Monarch Litho and Pacific Bell in relation to the third-party
Centrex service theft, as more fully described above. In
exchange, Mr. Cleary states that Pacific Bell has agreed to make
a cash payment to the Debtors within 15 business days of the
filing of the Stipulation and will also release all claims
against the Debtors in relation to the third-party Centrex
service theft. Mr. Cleary submits that the Settlement Agreement
further provides that the terms of said Agreement shall be
considered strictly confidential and that the Debtors and
Pacific Bell shall resist any efforts by third parties seeking
disclosure of the terms of the Settlement Agreement.

The Debtors also request that the Court enter an order:

A. authorizing the Debtors to file under seal a settlement
   agreement with Pacific Bell Telephone Company, and

B. directing that the settlement agreement shall remain under
   seal and confidential and shall not be made available to
   anyone other than the Court, the U.S. Trustee, counsel to
   the Official Committee of Unsecured Creditors, and counsel
   to the Debtors' pre and post-petition lenders.

The Debtors submit that, given the uncertainty of success in the
litigation, the complexities of the issues involved in the
Litigation, and the burdening cost of the Litigation on the
estates, approval of the Settlement Agreement is in the best
interests of the Debtors' estates. Moreover, Mr. Cleary claims
that entry into the Settlement Agreement will provide certain
cash recovery from the litigation. Accordingly, the Debtors
submit that the Settlement Agreement falls well within the
parameters of fairness and equity, and is therefore, in the best
interests of the Debtors and their estates, creditors and equity
security holders and should be approved.

The Debtors also submit that good cause exists for granting the
relief requested as the settlement agreement contains non-public
information, which is highly confidential, regarding the
settlement of pending litigation. Mr. Cleary asserts that the
relief requested is necessary because the agreement can only be
properly effectuated through the filing of the agreement under
seal. (Winstar Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


WOLF CAMERA: Wants Plan Filing Period Extended to December 18
-------------------------------------------------------------
Wolf Camera Inc. is asking a court to extend, for the first
time, its exclusive periods to both file a reorganization plan
and solicit plan votes, according to Dow Jones.

A hearing is scheduled for November 15 before the U.S.
Bankruptcy Court in Atlanta. If its request is granted, the
company would have until December 18 to submit a reorganization
plan to the court. If it meets that deadline, third parties
would further be prevented from filing competing plans through
February 16, 2002, while Wolf Camera gets acceptances for its
plan.  Wolf Camera's current exclusive plan filing deadline
expired on October 19. (ABI World, October 26, 2001)


* Meetings, Conferences and Seminars
------------------------------------
October 28 - November 2, 2001
   IBA Business Law International Conference
   Including Insolvency and Creditors Rights Sessions
      Cancun, Mexico
         Contact: +44 (0) 20 7629 1206
            http://www.ibanet.org/cancun

November 8, 2001
   New York Institute of Credit
      23rd Annual Credit SMORGASBORD
         New York, NY
            Contact: 212-629-8686 or http://www.nyic.org

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

November 26-27, 2001
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Seventh Annual Conference on Distressed Investing
         The Plaza Hotel, New York City
            Contact: 1-800-726-2524 or ram@ballistic.com

November 28, 2001
   New York Society of Security Analysts
      Anatomy of a Corporate Crisis: Managing Distress
         Arno Restaurant, 141 West 38 St., NY, New York
            Contact: Jennifer Ian 800/248-0108
            or jennifer@nyssa.org

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

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

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

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

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

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

March 7-8, 2002
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Third Annual Conference on Healthcare Transactions
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524 or ram@ballistic.com

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

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

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

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

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

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

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

June 20-21, 2002
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Fifth Annual Conference on Corporate Reorganizations
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524 or ram@ballistic.com

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

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

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


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

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

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

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

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

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

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


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

                          *********

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

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

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

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

                          *********

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

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

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

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

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

                     *** End of Transmission ***