TCR_Public/011112.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, November 12, 2001, Vol. 5, No. 221

                          Headlines

360NETWORKS: Selling 5 Properties in Georgia and Texas
AMF BOWLING: Utilities Demand 2-Month Deposits For Protection
AMAZON.COM: Sept. 30 Balance Sheet Upside-down by $1.4 Billion
ARMSTRONG HOLDINGS: Court Okays Deloitte as Internal Auditor
ASSISTED LIVING: Plan Confirmation Hearing Set for December 5

ASSISTED LIVING: Court Okays Latham As Bankruptcy Counsel
BETHLEHEM STEEL: Court Approves Injunction Against Utilities
CANADA 3000: Airline Seeks & Obtains CCAA Protection
CHANNELL COMM'L: Banks Extend Maturity Date & Waive Covenants
CLARENT HOSPITAL: Health Management Assoc. Acquires 4 Hospitals

COEUR D'ALENE: Will Pursue Further Debt Reduction Efforts
COMDISCO: Court Okays Sale of Availability Solutions to SunGard
CONDOR SYSTEMS: Begins Restructuring Under Chapter 11 Bankruptcy
CONDOR SYSTEMS: Chapter 11 Case Summary
CONDOR TECHNOLOGY: Will Convene Shareholders Meeting on Dec. 19

DERBY CYCLE: Management Group Completes Buyout of Assets & Units
DIGITAL CREATIVE: Taps Goldstein Golub as New Accountants
DIGITAL FUSION: Continues Work on Debt Restructuring
EPIC RESORTS: Involuntary Chapter 11 Case Summary
EXIDE TECHNOLOGIES: Hires Jay Alix & Blackstone as Consultants

EXODUS COMMS: Seeks Approval to Implement Key Employee Programs
FEDERAL-MOGUL: Signs-Up Sitrick & Co. for Corporate PR Services
FRUIT OF THE LOOM: Berkshire-Backed Plan's Settlement Provisions
GALEY & LORD: S&P Places B and CCC+ Ratings on CreditWatch
GRAHAM PACKAGING: Will Restructure Canadian Operations in Jan.

INNOVATIVE COATINGS: New Capital Needed to Continue Operations
LTV CORP: Banks File Updated Application for Federal Guarantees
LOEWEN GROUP: Begins Accepting Bids for 3 Businesses in Oklahoma
LOEWEN GROUP: Gets Creditors' Support for Reorganization Plan
MEDICALOGIC: Working with Lazard to Evaluate Asset Sales

NET SHEPHERD: Intends to Sell All Assets & Consolidate Shares
OUTBOARD MARINE: Court Fixes Nov. 30 Bar Date for Admin. Claims
PANTHER TELECOMMS: Auditors Casts Doubt on Ability to Continue
POLAROID CORP: Retains Zolfo Cooper as Bankruptcy Consultant
POWERBRIEF INC: First Creditors' Meeting Set for November 19

SAFETY-KLEEN: Court Approves Gray Cary's Engagement as Counsel
SUN HEALTHCARE: Court Okays Settlement Agreement with Abbott
TRANS WORLD: Seeks Extension to Removal Period until April 10
VIASYSTEMS: S&P Cuts Corporate Credit & Bank Loan Ratings to B-
VIZACOM INC: Restructures $1.5MM of Debts in Third Quarter

VLASIC FOODS: Panel Wins Approval of Jefferies' Engagement Terms
W.R. GRACE: Signs-Up Steptoe & Johnson as Special Tax Counsel
WAREFORCE: Deutsche Financial Extends Inventory Financing Pact
WARNACO GROUP: Gets Approval to Hire FTI as Accountants
WASHINGTON GROUP: Reaches Agreement with Creditors on Reorg Plan

WASHINGTON GROUP: Inks Deal with Raytheon to End Litigation
WHEELING-PITTSBURG: Parent Post Third Quarter Net Loss of $161MM
WHELAND MANUFACTURING: Chapter 11 Case Summary
WINSTAR COMMS: Prepetition Lenders Exempted from Bar Date Order
XO COMMS: Weakened Liquidity Prompts S&P to Junk Ratings

BOND PRICING: For the week of November 12 - 16, 2001

                          *********

360NETWORKS: Selling 5 Properties in Georgia and Texas
------------------------------------------------------
Since the Petition Date, 360networks inc.'s management has
performed an extensive analysis of the Debtors' business
operations. According to Shelley C. Chapman, Esq., at Willkie,
Farr & Gallagher, such analysis has led the Debtors to conclude
that it is necessary to scale back the scope of their North
American network and cease operations on certain portions of
such network.

As a result, the Debtors have decided to sell five locations in
which they hold fee interests in real estate.

Thus, the Debtors seek the Court's authority to:

  (a) enter into certain exclusive sales listing agreements with
      the broker it has engaged to market the Properties; and

  (b) to sell the Properties pursuant to the procedures
      delineated in such agreement and herein.

Subject to the Court's approval, Ms. Chapman relates, the
Debtors have entered into 3 identical exclusive sales and
listing agreements with CB Richard Ellis, Inc., dated September
24, 2001, with respect to the Properties they have determined to
sell:

      Debtor Party                   Properties
      ------------                   ----------
      Carrier Center Georgia, Inc.   1200 White Street
                                     Atlanta, Georgia

      Carrier Center LA, Inc.        600 West 7th Street
                                     Los Angeles, California

      Telecom Central LP             400 Akard Street
                                     Dallas, Texas

                                     430 Greatfore Drive,
                                     San Antonio, Texas

                                     6150 Trade Centre Drive,
                                     Austin, Texas

Ms. Chapman explains that the costs of maintaining these
Properties are an unnecessary drain on the Debtors' resources,
which is why they should be sold.

The Agreements provide that CB Richard Ellis will act as the
Debtors' exclusive sales and listing agent to list and market
the Properties.  The salient terms of the Agreements are:

  (a) CB Richard Ellis shall review the Properties to determine
      their physical condition, relative market appeal, quality
      of location, market and area trends, and potential for
      value enhancement prior to entering the markets.

  (b) CB Richard Ellis shall conduct independent reviews of the
      Properties' financial performances, including an analysis
      of historical performance, market area, competition and
      project cash flows.  This review shall also include a
      review of all leases, management agreements and operating
      agreements, or other documents affecting the Properties.

  (c) CB Richard Ellis shall develop and prepare for the
      Debtors' review and approval a detailed marketing plan
      setting forth a comprehensive strategy for sale of the
      Properties.

  (d) CB Richard Ellis shall assemble and produce for the
      Debtors' review and approval an offering brochure and/or
      other marketing materials of a type, which is customary
      for similar properties.  The cost of such offering
      brochure and/or other marketing materials shall be borne
      by CB Richard Ellis.

  (e) CB Richard Ellis shall expose the properties to a wide
      variety of purchasers via direct mail, print advertising
      and on the Internet.  CB Richard Ellis shall solicit and
      identify prospective purchasers of the Properties, deliver
      offering materials to such prospective purchaser and, in
      connection therewith, assist the Debtors in qualifying
      prospective purchasers prior to recommending acceptance of
      an offer, provided, however, that the Debtors shall have
      the ultimate responsibility for determining the financial
      condition and capabilities of any prospective purchaser.
      All negotiations with prospective purchasers shall be
      conducted by CB Richard Ellis in conjunction with the
      Debtors and the Debtors' counsel.

  (f) CB Richard Ellis's compensation for its services under the
      Agreements shall be approximately $895,000, collectively,
      plus all applicable goods and services taxes or equivalent
      U.S. taxes, provided that all the Properties are sold at
      the Targeted Prices.  Additionally, a bonus fee of .5%
      shall be paid to CB Richard Ellis on every dollar above
      the Targeted Price.

  (g) CB Richard Ellis will pay for its direct out-of-pocket
      expenses reasonably incurred in the preparation of the
      offering brochures, for print advertising, and for other
      activities involved in marketing the Properties.  In the
      event that the Debtors terminate the Agreement, remove the
      Properties from the market, or sell the Properties to an
      affiliate, the Debtors will reimburse CB Richard Ellis for
      marketing costs up to a maximum of $35,000.

Once CB Richard Ellis has obtained a potential purchaser for one
or more of the Properties, Ms. Chapman says, the Debtors will
negotiate an appropriate purchase agreement with such purchaser.
Ms. Chapman emphasizes that the Debtors send a notice of sale to
the Notice Parties only after a potential purchaser has
satisfied or waived its conditions precedent.  To maximize the
recovery obtained for each Property, Ms. Chapman explains it is
important to sell the Properties immediately.  According to Ms.
Chapman, the Debtors wish to employ an approach to the sales of
the Properties that:

  (i) minimizes diminution of the value due to vandalism and
      casualty; and
(ii) avoids the expense and delay attendant to separate motions
      for each sale.

Accordingly, the Debtors seek the authority to complete such
sales without further approval by the Court, but subject to
these procedures:

(1) Sales may only be completed upon 10 days' written notice to:

        (i) the Office of the United States Trustee for the
            Southern District of New York;
       (ii) counsel to the agents for the Debtors' pre-petition
            lenders;
      (iii) counsel to the Creditors' Committee;
       (iv) any party known by the Debtors to assert a lien on
            the asset to be sold; and
        (v) all parties who have demonstrated an interest
            purchasing the subject Property.

(2) Any such notice must include:

       (i) the purchase price being paid for the Property;
      (ii) the name and address of the purchaser;
     (iii) the name of the Debtor that owns the Property; and
       (v) a copy of the proposed purchase agreement intended to
           govern the sale.

(3) All sales will be made subject to higher and/or better
    written offers received by the Debtors prior to the
    expiration of the 10-day notice period.

(4) If a written objection to any sale is received by the
    Debtors within the notice period then, absent a settlement,
    Court approval of the sale will be required.

Ms. Chapman explains that the Debtors sought the expertise of an
outside firm to assist them in the sale of these properties
since the Debtors are not in the business of selling real
estate.  The Debtors want to ensure that the maximum recovery is
obtained from the sale of the Properties, Ms. Chapman justifies.
And so, the Debtors chose CB Richard Ellis because of the firm's
extensive experience in providing strategic commercial real
estate advice. On top of that, Ms. Chapman says, CB Richard is
intimately familiar with the Debtor's real estate portfolio
considering that the firm has been acting as the Debtors'
property manager for these and other properties for several
years.  CB Richard Ellis is thoroughly familiar with the markets
in which the Properties are located.

In sum, the Debtors assert that the relief requested is in the
best interests of their estates and creditors. (360 Bankruptcy
News, Issue No. 11; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


AMF BOWLING: Utilities Demand 2-Month Deposits For Protection
-------------------------------------------------------------
Ameren UE, American Electric Power (AEP), Baltimore Gas And
Electric Company (BGE), City Public Service (CPS), Consolidated
Edison Company of New York, Inc. (Con. Ed.), Consumers Energy
Company (Consumers), Dominion East Ohio Gas (East Ohio),
Dominion Virginia Power (Virginia Power), Duke Power Company
(Duke), Georgia Power Company (Georgia Power), GPU Energy (GPU),
Long Island Lighting Company, d/b/a LIPA, KeySpan Gas East
Corporation, d/b/a KeySpan Energy Delivery Long Island
(collectively, LIPA/KEDLI), The Brooklyn Union Gas Company,
d/b/a KeySpan Energy Delivery New York (KEDNY), Niagara Mohawk
Power Corporation (NIMO), Public Service Electric And Gas
Company (PSEG), Salt River Project Agricultural Improvement and
Power District (Salt River), San Diego Gas And Electric Company
(SDGE), Savannah Electric (Savannah) SCANA Corporation (SCANA),
PSNC Energy (PSNC), Southern Connecticut Gas Company (SCGC),
Florida Power Corporation (FPC), Orlando Utilities Commission
(OUC) and Electric Power Board of Chattanooga (EPB) object to
AMF Bowling Worldwide, Inc.'s Motion Deeming Utilities
Adequately Assured.

Russell R. Johnson, III, Esq., in Richmond, Virginia, relates
that the Utilities provided the Debtors with prepetition utility
service and the Utilities provide the Debtors with post-petition
utility service. Under the Utilities' billing cycles, the
Debtors could receive 2 to 2-1/2 months' of unpaid service
before their service could be terminated for a post-petition
payment default.

The prepetition losses incurred by the Utilities and their post-
petition deposit requests are as follows:

                            Pre-petition          Requested
                       Security       Debt     Addt'l. Deposit
                       --------       ----     ---------------
1. Ameren UE          $ 35,300     $ 26,459     $ 81,240
2. AEP                  19,389       48,853       91,515
3. BGE                 189,484       95,963      178,124
4. CPS                       0       38,947       49,550
5. Con. Ed.                  0       81,372      102,800
6. Consumers                 0       44,002      129,755
7. Virginia Power      198,463       93,494      232,781
8. East Ohio                 0        3,548        4,301
9. Duke                      0       36,062       69,655
10. Georgia Power       14,700       45,327       74,865
11. GPU                      0       14,354       18,968
12. LIPA/KEDLI         289,330      170,991      241,315
13. KEDNY                    0        1,845       20,700
14. NIMO                     0       51,156      173,370
15. PSEG                     0       32,841       25,955
16. Salt River          90,454       71,135       80,964
17. SDGE                     0            0       30,500
18. Savannah            18,506       19,163       20,500
19. SCANA                    0       22,476       31,020
20. PSNC                     0           49        4,165
21. SCGC                     0       12,000       63,300
22. FPC                 69,685       63,763       65,760
23. OUC                  6,140       13,144       10,000
24. EPB                  9,500        6,562        9,545

Mr. Johnson submits that the Debtors have not been paying their
post-petition utility bills on a timely basis, specifically to
CPS, PSEG, FPC, OUC and EPB. In the Utility Motion, the Debtors
claim that have no record of certain accounts listed in the
Utilities' deposit requests. Although the Utilities are
concerned that the Debtors cannot identify all of their accounts
and have not requested information on these matters prior to
this time, Mr. Johnson says that the Utilities will provide the
Debtors with billing statements that demonstrate that the
foregoing accounts are listed in the Debtors' name.

Based on the Debtors' anticipated utility consumption in this
case, Mr. Johnson submits that the minimum period of time the
Debtors could receive service from the Utilities before
termination of service for non-payment of bills is 2 to 2
months and that the security deposits requested by the Utilities
are reasonable. Moreover, Virginia Power, BGE, LIPA/KEDLI, Salt
River, Savannah, FPC, OUC and EPB secured their prepetition
accounts with two-month deposits and merely seek to do the same
with the Debtors post-petition accounts.

In addition to the exposure created by the Utilities' billing
cycles, the Utilities believe their adequate assurance of
payment requests in this case are reasonable because:

A. The Debtors have not been paying their post-petition bills on
   a timely basis;

B. The Debtors have incurred and expect to continue incurring
   losses to December 2003. Accordingly, if the Debtors' Plan
   is not confirmed as the Debtors project, the Debtors
   ability to maintain its DIP Financing and make post-
   petition payments will be in doubt; and

C. Even if the Debtors' Plan is approved in January 2002 as the
   Debtors' desire, it is not clear when it will become
   effective or if they will have funds to timely pay their
   bills in the post-confirmation, pre-effective date time
   period.

Mr. Johnson believes that there is substantial uncertainty
regarding the Debtors' ability to consummate their Plan because
the Debtors have paid in full unsecured claims of "critical
vendors" in the amount of $4,500,000, while they propose to pay
1.6% to their other unsecured claimants. The payments present an
absolute priority rule issue with respect to confirmation of the
Debtors' Plan. Mr. Johnson adds that another problem regarding
confirmation of the Debtors' Plan is that the Debtors have not
yet obtained the financing to fund the Plan and do not expect to
do so until 15 business days prior to the confirmation hearing.

Mr. Johnson tells the Court that the Debtors proposed 2-week
deposit offer to the Utilities would not even cover a full
month's bill. If the Debtors do not have sufficient cash to pay
the Utilities the deposits they seek, the Debtors could pay the
Utilities the 2 week deposit in connection with paying the
Utilities an estimated sum twice a month to reduce the exposure
presented by the Utilities' billing cycles. Although the
Utilities' requests were in the form of the deposits, Mr.
Johnson says that they are willing to consider advance payment
arrangements or an advance payment arrangement in connection
with reduced deposit amounts.

               FPL, et. al., Want Deposits Too

Florida Power & Light Company ("FPL"), Potomac Electric Power
Company ("Pepco"), Sacramento Municipal Utility District
("SMUD"), and Entergy Arkansas, Inc., Entergy Gulf States, Inc.
and Entergy Louisiana, Inc. ("Entergy") objects to the Debtors'
Motion and demand post-petition deposits equal to two months of
service.

Kevn M. McCarthy, Esq., at Lepon McCarthy White & Holzworth in
Washington, D.C., tells the Court that the Debtors' motion have
sought impermissibly to alter the requirements of Section 366 of
the Bankruptcy Code. Instead of guaranteeing adequate assurance
to the utilities after the first 20 days of the case, the
Debtors' requested relief actually denied such assurance to the
utilities. Through the creation of stealth terms and procedures
such as "Determination Motion" and "Determination Hearing," Mr.
McCarthy contends that the Debtors effectively reversed the
burden imposed by Section 366.

Mr. McCarthy explains that the utilities, like other creditors,
are already prohibited by the automatic stay under Section 362
of the Bankruptcy Code from collecting their pre-petition debts.
However, in this case the Debtors have sought favored treatment
for certain creditors while singling out utilities for harsher
treatment. Based on their billing cycle, Mr. McCarthy relates
that the Objecting Utilities will have provided at least 60 days
of service to the Debtors before action can be taken under their
tariffs to terminate service. The Objecting Utilities cannot
conduct business C.O.D. and by definition are exposed to greater
risk than other post-petition creditors, therefore deposits or
other forms of security are critical to utilities to protect
their rate-paying base.

Mr. McCarthy informs the Court that the Debtors have posted
multi-million dollar losses in both July and August but have
also proposed a razor thin payout to unsecured creditors that at
least raises the prospect of an administrative insolvency.
Moreover, the Debtors have experienced post-petition defaults in
their payment to utilities, the full extent of which is not
clear at this point. Mr. McCarthy believes that fairness is also
an issue in examining the Debtors post-petition commitments and
their willingness to provide adequate assurance to the Objecting
Utilities. The utilities wonder why should the Debtors seek and
obtain authority to pay the pre-petition debts of certain
"critical vendors" while denying that status to the utilities,
perhaps the Debtors' most critical vendors. In addition, Mr.
McCarthy questions why the utilities in this case are not
entitled to a "carve out" for their fees just as the
professionals have sought.

Mr. McCarthy argues that the Debtors have not made a proper
showing that the deposit demand is excessive or unreasonable
under the circumstances. The provision of a two-week deposit in
this case does not provide adequate assurance of payment. In
determining the amount and sufficiency of the deposit required,
a court should consider several factors among which is the
amount of time it takes a utility to effect a termination if the
customer misses the billing cycle.

The Objecting Utilities request that the Court require the
Debtors to post deposits in amounts equal to two months of
service on each account as follows: FPL ($67,290); Pepco
($42,400); SMUD ($30,035) and Entergy ($46,325). Not only do the
applicable tariffs and rules specifically permit such deposits,
but deposits in these amounts are essential for the Objecting
Utilities to protect themselves against the Debtors' post-
petition default. (AMF Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


AMAZON.COM: Sept. 30 Balance Sheet Upside-down by $1.4 Billion
--------------------------------------------------------------
According to Amazon.com the events of September 11, 2001
negatively impacted net sales during the three months ended
September 30, 2001. Immediately following the events of
September 11, 2001, customer purchases significantly declined
but have recovered. The Company estimates that the net sales
impact as a result of the events of September 11, 2001 was
between $25 million and $35 million.

                      Results of Operations

Net sales includes the selling price of consumer products sold,
less promotional gift certificates and sales returns; outbound
shipping charges billed to customers; commissions and other
amounts earned from sales of new and used products on Amazon
Marketplace, Auctions and zShops; and amounts earned in
connection with business-to-business strategic alliances, which
includes the selling price of consumer products sold by Amazon
through syndicated stores such as www.borders.com; commissions
earned from third parties who utilize the Company's technology
services such as search, browse and personalization; commissions
earned from third parties who offer non-overlapping products
through Amazon's Web site; amounts earned for featuring third-
party storefronts and products alongside its own product
inventory in its single detail pages; miscellaneous marketing
and promotional agreements; and amounts earned for powering
third-party Web sites, providing fulfillment services, or both.

Net sales were $639 million and $638 million for the three
months ended September 30, 2001 and 2000, respectively, and $2.0
billion and $1.8 billion for the nine months ended September 30,
2001 and 2000, respectively, representing increases of less than
1% and 12%, respectively. The slowing growth rates in Company
net sales reflect declines in general economic conditions
(including declines resulting from the events of September 11,
2001), a shift in the source of product sales towards new and
used products sold through Amazon Marketplace, and amounts
included in the prior comparative periods that are not
recurring. Included in net sales for the comparative periods of
the prior year were online sales of toys and video games,
product lines that are now sold through the Company's strategic
alliance with Toysrus.com, and amounts associated with the $20
million sale of inventory, at cost, to Toysrus.com relating to
the transition of the toys and video games product categories.
Increases in absolute dollars for the nine months ended
September 30, 2001, in comparison with the corresponding period
in the prior year, are primarily due to increases in unit sales
from Amazon's internationally-focused websites and increases in
its Services segment resulting from the Toysrus.com strategic
alliance, which commenced during the third quarter of 2000.

Net sales for Amazon's U.S. Books, Music and DVD/Video segment
were $351 million and $400 million for the three months ended
September 30, 2001 and 2000, respectively, and $1.15 billion and
$1.19 billion for the nine months ended September 30, 2001 and
2000, respectively. Included in net sales for this segment are
sales of consumer products and related shipping charges for
books, music and DVD/video products sold through www.amazon.com,
including amounts earned on sales of similar products, new or
used, sold through Amazon Marketplace. Amazon Marketplace
represented 17% of total orders in its U.S. Retail segments,
primarily relating to its U.S. Books, Music and DVD/Video
segment, during the three months ended September 30, 2001. No
Amazon Marketplace orders were placed in the comparative three-
month period of the preceding year. Net sales for its U.S. Books
Music and DVD/Video segment declined by 12% and 3% in comparison
to the corresponding three and nine-month periods in the prior
year, respectively. These declines reflect several factors
including a shift in the source of Company product sales towards
new and used products sold through Amazon Marketplace, a general
increase in customer discounts offered during the third quarter
of 2001 as compared to a general decrease of such discounts
offered during the comparative quarter of the preceding year, a
continuing focus on balancing revenue growth with operating
profitability, and declines in general economic conditions
(including declines resulting from the events of September 11,
2001).

Net sales for Amazon's U.S. Electronics, Tools and Kitchen
segment were $103 million and $98 million for the three months
ended September 30, 2001 and 2000, respectively, and $331
million and $264 million for the nine months ended September 30,
2001 and 2000, respectively. Included in net sales for this
segment are sales of consumer products and related shipping
charges for electronics, computers, camera and photo items,
software, tools and hardware, outdoor living items, kitchen and
houseware products, cell phones and service sold through
www.amazon.com, and toys and video games sold other than through
the Company's strategic alliance with Toysrus.com. The U.S.
Electronics, Tools and Kitchen segment also includes amounts
earned on sales of similar products, new or used, sold through
Amazon Marketplace. The growth rate in comparison to the
corresponding three and nine-month periods in the prior year for
the U.S. Electronics, Tools and Kitchen segment was 6% and 25%,
respectively. Excluding online sales of toys and video games
which, since September 2000, are now sold at www.amazon.com
through Amazon's strategic alliance with Toysrus.com, growth
rates for its U.S. Electronics, Tools and Kitchen segment would
have been 23% and 50% for the three and nine months ended
September 30, 2001, respectively. Growth in net sales for the
U.S. Electronics, Tools and Kitchen segment reflects increases
in units sold by the Company's electronics, kitchen and
housewares, and outdoor living stores in comparison with the
same periods in 2000, offset by declines in general economic
conditions (including declines resulting from the events of
September 11, 2001), and the decline in online sales of toys and
video game products which are now sold through the strategic
alliance with Toysrus.com.

Net sales for Amazon's Services segment were $46 million and $53
million for the three months ended September 30, 2001 and 2000,
respectively, and $127 million and $103 million for the nine
months ended September 30, 2001 and 2000 respectively. Net sales
for the Services segment include amounts earned in connection
with business-to-business strategic relationships, which
includes the selling price of consumer products sold by the
Company through syndicated stores such as www.borders.com;
commissions earned from third parties who utilize the Company's
technology services such as search, browse and personalization;
commissions earned from third parties who offer non-overlapping
products or services through its Web site; and amounts earned
for powering third-party Web sites, providing fulfillment
services, or both. Net sales for the Services segment also
includes amounts earned through Auctions, zShops and Payments,
and miscellaneous marketing and promotional agreements.

For the three months ended September 30, 2001, the Services
segment declined by 12% in comparison to the corresponding
period in the prior year. This decline was primarily due to the
amounts included in the prior year comparative period associated
with the $20 million sale of inventory, at cost, relating to the
transition of the toys and video games product categories to
Toysrus.com. For the nine months ended September 30, 2001, the
Services segment grew by 23%, primarily reflecting the impact of
the Toysrus.com strategic alliance, which commenced during the
third quarter of 2000, offset by the conclusion of certain of
the Company's initial strategic marketing relationships.
Included in service revenues are equity-based service revenues
of $5 million and $21 million for the three months ended
September 30, 2001 and 2000, respectively, and $22 million and
$58 million for the nine months ended September 30, 2001 and
2000, respectively. Equity-based service revenues result from
private and public securities received and amortized into
results of operations.

Net sales for the Company's International segment were $138
million and $88 million for the three months ended September 30,
2001 and 2000, respectively, and $399 million and $236 million
for the nine months ended September 30, 2001 and 2000,
respectively. Net sales in this segment were comprised primarily
of books, music and DVD/video consumer product sales and related
shipping charges to customers sold through www.amazon.co.uk,
www.amazon.de, www.amazon.fr and www.amazon.co.jp Web sites,
including their export sales into the United States, and also
includes sales of recently-opened consumer electronics stores at
www.amazon.co.uk and www.amazon.de. The growth in comparison to
the corresponding three and nine-month periods in the prior year
for the International segment was 58% and 69%, respectively,
which reflects increases in units sold by www.amazon.de and
www.amazon.co.uk sites, as well as the launch of the new
www.amazon.fr and www.amazon.co.jp sites during the second half
of 2000. Sales to customers outside the United States, including
export sales from www.amazon.com, represented, as a percentage
of consolidated net sales, approximately 29% and 23% for the
three months ended September 30, 2001 and 2000, respectively,
and 28% and 23% for the nine months ended September 30, 2001 and
2000, respectively.

Shipping revenue across all segments was $74 million and $78
million for the three months ended September 30, 2001 and 2000,
respectively, and $232 million and $226 million for the
nine months ended September 30, 2001 and 2000, respectively.
Shipping revenue in 2001 generally corresponds with unit sales
levels, offset by the periodic free and reduced-shipping
promotions.

In connection with the Events of September 11, 2001, Amazon.com
collected donations on behalf of the American Red Cross. The
customers of Amazon.com generously contributed nearly $7 million
dollars in support of this relief effort; amounts collected on
behalf of the American Red Cross are excluded from net sales.
Normal fees associated with its Payments system were waived for
these contributions, and the following payment-processing
organizations generously waived the fees they normally charge to
Amazon.com: Paymentech, Inc., Discover/Novus, Mastercard, JCB,
American Express, Diners Club, and Visa.

Amazon expects net sales for the fourth quarter ending December
31, 2001 to between $970 million and $1.07 billion. However, any
such projections are subject to substantial uncertainty.

The Company's loss from operations was $70 million and $164
million for the three months ended September 30, 2001 and 2000,
respectively, and $427 million and $542 million for the nine
months ended September 30, 2001 and 2000, respectively.
Excluding restructuring-related charges loss from operations
would have been $66 million and $250 million for the three
months and nine months ended September 30, 2001, respectively.
Excluding the restructuring-related charges, the improvement in
operating loss for the three months and nine months ended
September 30, 2001 in comparison with the prior periods was
primarily due to declines in non-cash charges such as
amortization of goodwill and other intangibles, as well as a
reduction in other operating costs, including fulfillment,
marketing, technology and content, and general and
administrative.

Amazon.com has incurred significant losses since it began doing
business. As of September 30, 2001, accumulated deficit was $2.9
billion and the stockholders' equity was a deficit of $1.5
billion. Amazon is incurring substantial operating losses and,
notwithstanding the recent performance of certain of its
segments, the Company may continue to incur such losses for the
foreseeable future.

As of September 30, 2001, the Company had indebtedness under
senior discount notes, convertible notes, capitalized lease
obligations and other asset financings totaling approximately
$2.2 billion. The Company makes annual or semi-annual interest
payments on the indebtedness under its senior discount notes and
its two tranches of convertible notes, which are due in 2008,
2009 and 2010, respectively. The Company indicates that it may
incur substantial additional debt in the future. Such
indebtedness could limit the ability to: obtain necessary
additional financing for working capital, capital expenditures,
debt service requirements or other purposes in the future; plan
for, or react to, changes in technology and in business and
competition; and react in the event of an economic downturn.

"We believe that current cash, cash equivalents and marketable
securities balances will be sufficient to meet our anticipated
operating cash needs for at least the next 12 months," Amazon
says in its latest quarterly filing with the SEC -- accompanied
by a balance sheet showing liabilities exceeding assets by $1.4
billion.  "We expect that our cash, cash equivalents and
marketable securities balance will be approximately $900 million
at December 31, 2001 and exceed $550 million at March 31, 2002
and to generate operating cash flows for the remaining three
quarters in 2002 combined," Amazon continues.  However, the
Company says, any projections of future cash needs and cash
flows are subject to substantial uncertainty, adding that it
continually evaluates opportunities to sell additional equity or
debt securities, obtain credit facilities from lenders, or
restructure long-term debt for strategic reasons or to further
strengthen its financial position.  Amazon cautions that it may
not be able to meet its debt service obligations. If unable to
generate sufficient cash flow or obtain funds for required
payments, or if the Company fails to comply with other covenants
in its indebtedness, it will be in default.  In addition, its
6.875% Convertible Subordinated Notes due 2010, also known as
"PEACS" are denominated in Euros, not U.S. dollars, and the
exchange ratio between the Euro and the U.S. dollar is not fixed
by the indenture governing the PEACS. Therefore, fluctuations in
the Euro/U.S. dollar exchange ratio may adversely affect Amazon.
Furthermore, the Company has invested some of the proceeds from
the PEACS in Euro-denominated cash equivalents and marketable
securities. Accordingly, as the Euro/U.S. dollar exchange ratio
varies, cash equivalents and marketable securities, when
translated, may differ materially from expectations.


ARMSTRONG HOLDINGS: Court Okays Deloitte as Internal Auditor
------------------------------------------------------------
Armstrong Holdings, Inc. obtained Judge Farnan's approval to
employ the professional services firm of Deloitte & Touche LLP
to provide internal audit services, nunc pro tunc to August 30,
2001, to perform  the necessary auditing services that are
incidental to the administration of the Debtors' chapter 11
estates.

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

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

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

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

       (d) Once approved, such report will be issued by the Vice
President of Consulting and Audit Services and/or the Chief
Financial Officer and/or other such specifically designated
individuals as deemed appropriate by the Debtors' management,
for internal distribution. (Armstrong Bankruptcy News, Issue No.
12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ASSISTED LIVING: Plan Confirmation Hearing Set for December 5
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the Disclosure Statement filed by Assisted Living
Concepts, Inc. and Carriage House Assisted Living, Inc., in
support of their chapter 11 plan of reorganization.

The deadline for creditors to vote on the plan is November 30,
2001.  A confirmation hearing will commence on December 5, 2001
before the Honorable Sue L. Robinson in Wilmington.

The company, operating residences for seniors who do not need
full-time nursing care, filed for Chapter 11 bankruptcy on
October 1, 2001 in the US Bankruptcy Court for the District of
Delaware.  Michael R. Nestor, Esq. at Young Conaway Stargatt &
Taylor and Robert A. Klyman, Esq., Jonathan S. Shenson, Esq.,
Sylvia K. Hamersley, Esq. at Latham & Watkins represent the
Debtors in their restructuring effort. When the company filed
for protection from its creditors, it listed $331,398,000 in
assets and $252,035,000 in debt.


ASSISTED LIVING: Court Okays Latham As Bankruptcy Counsel
---------------------------------------------------------
The US Bankruptcy Court for the District of Delaware approves
the application by Assisted Living Concepts, Inc. and Carriage
House Assisted Living, Inc. authorizing retention of Latham &
Watkins as Attorneys for the Debtor as well as to employ and
retain the firm of Young Conaway as its bankruptcy attorneys.

The Court also approves the Debtors' request to employ and
retain Thomson & Knight L.L.P. as their co-counsel.

The Court being satisfied by the Firms' representations
attesting that they have no interest adverse to the Debtors'
estates with respect to the matters upon which they will be
engaged. Furthermore, their employment are seen necessary and in
the Debtors' best interests.

Assisted Living operates residences for seniors who do not need
full-time nursing care and filed for Chapter 11 bankruptcy on
October 1, 2001 in the US Bankruptcy Court for the District of
Delaware. When the company filed for protection from its
creditors, it listed $331,398,000 in assets and $252,035,000 in
debt.


BETHLEHEM STEEL: Court Approves Injunction Against Utilities
------------------------------------------------------------
In connection with the operation of their businesses, Bethlehem
Steel Corporation obtain electricity, telephone, water, natural
gas, trash removal and similar service from approximately 55
different utility companies.  George A. Davis, Esq., at Weil,
Gotshal & Manges LLP, in New York, tells the Court that, to the
best of the Debtors' knowledge, they have not had any material
defaults or arrearages with respect to their undisputed utility
service invoices.

Prior to the Petition Date, Mr. Davis relates, certain of the
utility companies required the Debtors to provide cash security
deposits to ensure that the Debtors will pay all future utility
bills.  As further assurance of payment, Mr. Davis adds, the
Debtors were required to enter into agreements with certain
other utility companies, which provided for accelerated payment
of outstanding and future utility bills.  The Debtors provided
the security deposits and entered into the accelerated payment
agreements upon demand by the utility companies in order to
avoid a potential disruption of their businesses, Mr. Davis
explains.

If the utility companies are permitted to terminate service, Mr.
Davis says, the Debtors will be forced to cease operation of
their facilities and offices.  Mr. Davis advises Judge Lifland
that this would result in substantial disruption and loss of
revenue and profits, thereby substantially diminishing or even
eliminating the Debtors' chances for a successful
reorganization.

The Debtors thus propose to provide adequate assurance of
payment in the form of payment as an administrative expense for
utility service provided to the Debtors after the Petition Date.
Moreover, Mr. Davis argues that the utility companies are
adequately protected by:

    (a) the Debtors' pre-petition history of prompt and full
        payment of outstanding utility bills,

    (b) the Debtors ability to pay future utility bills upon
        obtaining post-petition financing to operate their
        businesses,

    (c) the security deposits held by certain of the utility
        companies, and

    (d) the accelerated payment agreements with certain utility
        companies.

                           *  *  *

Accordingly, Judge Lifland authorizes the Debtors to pay on a
timely basis all undisputed invoices in respect of post-petition
utility services rendered by the utility companies to the
Debtors.  Judge Lifland rules that any disputed charge for post-
petition utility services shall constitute an administrative
expense.

Absent any further order from the Court, Judge Lifland forbids
utility companies from:

    (i) altering, refusing or discontinuing services to, or
        discriminating against, the Debtors, or

   (ii) requiring the payment of a deposit or other security, or

  (iii) requiring accelerated payment terms in connection with
        post-petition utility services.

Judge Lifland makes it clear that his order is entered without
prejudice to the rights of any utility company to request within
25 days additional assurance in the form of deposits or other
security.  In the event that the Debtors dispute any utility
company's timely request for additional assurance, Judge Lifland
directs the Debtors to file a motion for determination of
adequate assurance and set such motion for hearing.

The objecting utility company shall be deemed to have adequate
assurance of payment unless and until the Court enters a final
order to the contrary, Judge Lifland rules.  Any utility company
that does not timely request additional assurance, Judge Lifland
adds, shall be deemed to have adequate assurance.

The Debtors retain the right to request upon motion and hearing
the return of all or a portion of any security deposit, and
reasonable modification of any accelerated payment agreement,
Judge Lifland notes. (Bethlehem Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


CANADA 3000: Airline Seeks & Obtains CCAA Protection
----------------------------------------------------
Canada 3000 Inc, the country's second largest national airline
company, obtained approval for a court-supervised restructuring
of its finances and business operations.

Canada 3000 has sought and received an Order of the Ontario
Superior Court of Justice under the Companies' Creditors
Arrangements Act (CCAA).

Angus J. Kinnear, President said, "Delays in securing
concessions essential to our restructuring have prompted the
decision to seek the protection of the court. This step allows
us to continue serving the travelling public while restructuring
our operations to ensure the long term viability of Canada
3000."

Canada 3000 is taking a number of steps to restructure
operations. It intends to reduce seat capacity by 30% and layoff
about 1,500 employees. Reductions will also be made to some
support facilities.

"We understand the Federal Government's offer of support remains
open, including $75 million of loan guarantees. We are highly
confident of meeting the conditions to qualify for this
assistance," said Canada 3000 Chairman, Mr. John M.S. Lecky.

"We are working with stakeholders to resolve the challenges
facing the company. We are encouraged and gratified by
discussions to date with its creditors and unions and are
confident our restructuring effort will be successful," he said.

"Let me be clear, Canada 3000 difficulties are due to a sudden
downturn in the North American economy and, in particular, to
deterioration in air travel since September 11, 2001", stated
Mr. Lecky.

Canada 3000 enjoyed a highly profitable month in August earning
$19 million pre-tax. September10 was the single biggest booking
day in the company's history and bookings commencing mid-
December are strong. The company anticipates a favorable winter
flying season, albeit at a reduced size of operations.

Canada 3000 is Canada's second largest scheduled air carrier,
and operates flights to over 100 destinations worldwide,
offering scheduled and chartered passenger service domestically
within Canada and internationally to the United States, United
Kingdom, Europe, Mexico, the Caribbean, India and the South
Pacific. The company carries approximately 3.3 million
passengers per year and employs 4,800 people full and part-time,
substantially all of whom live in Canada.

"As the country's second largest national carrier, Canada 3000
plays an integral role in the competitive structure of Canada's
airline industry. We are pleased and gratified by the confidence
and support that we have received from our customers, employees,
and suppliers for the continued operation of the company," Mr.
Kinnear said.


CHANNELL COMM'L: Banks Extend Maturity Date & Waive Covenants
-------------------------------------------------------------
Channell Commercial Corp. (Nasdaq:CHNL) announced unaudited
financial results for the third quarter ending Sept. 30, 2001
and a major restructuring program that is expected to
significantly improve the company's financial and competitive
position.

For the three months ended Sept. 30, 2001, Channell's net
revenues were $22.3 million, compared with $33.2 million in the
same period in 2000. The decline in revenue from the third
quarter of 2000 to the third quarter of 2001 is primarily
attributable to a significant decrease in sales to several of
the company's largest CATV customers resulting from a
substantial reduction in the pace of their system upgrade
programs.

In addition, the general slowdown in customers' equipment
purchases was consistent with the downturn in the
telecommunications industry and the economy overall.

Excluding special charges, Channell's net loss for the third
quarter of 2001 was $0.5 million. Major contributors to the
third quarter loss before special charges were unfavorable
manufacturing cost variances caused by the revenue decline and
higher interest expense due to the higher interest rates on the
company's bank loans.

After special charges of $33.1 million in the third quarter, the
net loss was $23.9 million as compared with net income of $2.0
million for the third quarter of 2000. Cash flows from
operations was $4.3 million in the third quarter of 2001,
compared with $2.4 million in the second quarter of 2001 and
$0.3 million in the first quarter of 2001. Channell's cash and
marketable securities were $4.0 million at Sept. 30, 2001, up
54% from $2.6 million at June 30, 2001 and $2.1 million at March
31, 2001.

     Restructuring, Asset and Goodwill Write-Down Charges

Special charges of $33.1 million or $2.59 per diluted share were
included in third quarter net results relating to:

     1. Restructuring expenses of $7.3 million to align
headcount and facilities with expected business levels.
Headcount has been reduced to 515 from 647 at June 30, 2001 (a
20% reduction) and from 887 at Dec. 31, 2000 (a 42% reduction).
Facility consolidation includes shutdown of the Warrington
facility in the United Kingdom; closure of one-half of the
manufacturing facility in Sydney, Australia; and reduction of
the warehouse space in Temecula. Total utilized facilities is
decreasing from approximately 603,000 square feet at Dec. 31,
2000 and 551,000 at June 30, 2001 to approximately 418,000
square feet at Dec. 31, 2001 (a 31% reduction from Dec. 31,
2000). The most recent headcount reductions are expected to
reduce annual expenses by approximately $3.7 million. The
facilities consolidation is expected to reduce annual expenses
by approximately $0.6 million.

     2. Additions to inventory reserves totaling $8.3 million
reflecting the accumulation of excess inventory levels brought
about by the industry slowdown and by the decision to exit
certain product lines.

     3. Additions to trade account receivable reserves of $1.4
million to provide for decreased collectibility of foreign
receivables.

     4. Write-down of goodwill of $11.8 million to reflect the
restructuring and resulting reduction in the level of foreign
operations.

     5. Charges of $4.3 million to write-down various assets to
reflect the significant deterioration in the industry
environment, costs to exit certain product lines and $2.0
million to reflect the write-off of a deferred tax asset in
international operations.

Assuming all of the restructuring measures taken this year had
been taken on Jan. 31, 2001, pro forma net income per share in
the first nine months of this year would have been approximately
$0.35 compared with the actual net loss per share excluding
special charges of $0.15.

In its Statement of Operations, the special charges of $33.1
million are recorded in the following line items: (1) in Cost of
goods sold: $8.5 million primarily for the inventory reserve;
(2) in General and administrative expenses: $3.5 million for the
accounts receivables reserve and costs to exit certain product
lines; (3) Impairment of goodwill: $11.8 million; (4) Impairment
of fixed assets: $4.3 million primarily for idled production
equipment and the fair value of leasehold improvements; (5)
Restructuring charge: $3.0 million mainly for severance and cost
to close facilities; and (6) in Income taxes: $2.0 million to
reflect the write-off of a deferred tax asset associated with
tax loss carry forwards in international operations.

The cash impact of the foregoing charges is estimated to be
about $4.2 million, of which approximately $2.0 million
represents an acceleration of expenses, such as payroll
severance and lease payments for vacated facilities, that would
have occurred in the normal course of business.

Approximately $0.7 million of the $4.2 million cash impact
occurred before Sept. 30, 2001. Approximately $0.7 million of
the $4.2 million cash impact is expected to occur in the fourth
quarter of 2001 and the balance is expected to occur in 2002.

                    Three Financial Objectives

Thomas Liguori, chief financial officer, said: "The severity and
prolonged nature of the downturn in the telecommunications
industry necessitated a reassessment of our cost structure,
capital structure and asset valuations. As a result of its
review of these key issues, management adopted three primary
financial objectives:

     1. Downsize our cost structure to achieve profitable
operations in 2002 in the face of a prolonged slowdown in our
industry. The annual expense reduction benefit from all of the
restructuring and cost reduction measures announced Thursday is
estimated to be $5.2 million in 2002. In the event of the
industry downturn lasting throughout 2002, we anticipate 2002
revenues of $71 million, or 20% below the estimated revenues in
2001 of $89 million, and 2002 earnings per share of $0.17. To
the extent revenues in 2002 exceed $71 million, there should be
opportunities to leverage improvement in earnings.

     2. Reduce debt to a level consistent with the increased
risk and uncertainty that characterize the new economic climate.
We expect to reduce debt by at least $10 million by the end of
2002 through asset sales provided for in the special charges
announced Thursday.

        The lower debt level should reduce interest expense and
afford greater flexibility in capital management. In addition,
our banks have agreed to extend the maturity of the bank Credit
Agreement to June 30, 2002. The banks have also agreed to waive
covenant defaults through the period ending Sept. 30, 2001. We
appreciate our banks' cooperation and support in this difficult
period for our industry.

     3. Realign our asset valuations to the realities of the
deteriorating business environment. The inventory and account
receivable charges reflect the accumulation of excess inventory
levels brought about by the industry slowdown and the decision
to exit certain product lines, as well as the difficulties some
of our foreign customers are experiencing in the current
environment. The goodwill charge reflects asset impairment
resulting from the restructuring decisions."

                    New Business Awards

Drew Zogby, vice president, global marketing, said: "In spite of
the industry slowdown, our sales force has been able to score
several important new business awards:

     1. Channell was selected to be the exclusive supplier of
metal wallboxes in the Southern California upgrade project of a
major CATV MSO. The same company has chosen Channell to provide
thermoplastic enclosures to replace two existing metal systems
on the East Coast. This win is significant for Channell because
it represents the first major metal wallbox contract with one of
the country's largest MSOs. This win is also important because
this MSO has initiated a large upgrade program, so we believe we
are obtaining a larger share of an expanding capex program.

     2. One of the largest CATV MSOs in the U.S. has advised us
that Channell has been selected as the primary pedestal supplier
on a nationwide basis; we expect to see significant incremental
revenues from this customer no later than the second half of
2002.

     3. One of the largest telephone service providers in the
U.S. has approved our pedestals for use by their largest region,
so we now have coverage of the entire company nationwide and
expect to see this relationship grow significantly in 2002. We
are gratified that our core enclosure products continue to meet
the needs of the largest and most demanding service providers in
the industry -- increasing market share in this business
environment is not an easy thing to do but we believe we are
doing it.

     4. The company is also very pleased with the progress of
our leading-edge copper connectivity products, especially DSLink
and the Mini-Rocker. DSLink successfully passed its field trials
at the first ILEC to test DSLink. A second ILEC has approved
DSLink for field trials. DSLink has also been well received by
key managers at two other ILECs. Our objective is to move to the
field trial phase with both the third and fourth ILECs by the
end of the first quarter of 2002."

                    Outlook for 2002

William H. Channell, Jr., president and chief operating officer,
said: "Our competitive position is strong and has never been
more promising. Our primary objective is to return to
profitability in 2002. To that end, we are managing our expenses
aggressively in the event of a prolonged industry downturn. We
intend to be prepared for a revenue decline of 20% next year,
and in the event that occurs, we will have positive cash flow,
be profitable and reduce debt by at least $10 million."

Channell Commercial is a global designer and manufacturer of
telecommunications equipment primarily supplied to telephone and
broadband network operators worldwide.

Major product lines include a complete line of thermoplastic and
metal fabricated enclosures, advanced copper termination and
connectorization products, fiber optic cable management systems
and coaxial-based passive RF electronics.

Channell's headquarters and U.S. manufacturing facilities are in
Temecula. International operations include facilities in
Toronto, London, Sydney and Kuala Lumpur (Malaysia).


CLARENT HOSPITAL: Health Management Assoc. Acquires 4 Hospitals
---------------------------------------------------------------
Clarent Hospital Corporation announced that it has executed a
definitive agreement with Health Management Associates, Inc.
(NYSE: HMA) effective November 7, 2001 to sell the stock of four
subsidiary corporations owning or leasing four acute care
hospitals: 117-bed Lancaster Community Hospital in Lancaster,
California; 129-bed Santa Rosa Medical Center in Milton,
Florida; 85-bed Fentress County General Hospital in Jamestown,
Tennessee; and 176-bed The Medical Center of Mesquite in
Mesquite, Texas.

When completed, the net proceeds will be utilized to reduce the
amounts outstanding under its $130 million 11.5% senior notes,
to reduce the portion outstanding under the  Tyco Capital (f/k/a
The CIT Group/Business Credit)/G.E. Capital (f/k/a Heller
Healthcare Finance, Inc.) credit facility associated with the
four hospitals, with the remainder available to the Company to
increase liquidity  for general corporate purposes and capital
expenditures.  Subject to receipt of regulatory approvals,
shareholder approval, and satisfaction of various other
customary conditions, this transaction is anticipated to close
no later than March 31, 2002.

Robert L. Smith, Chief Executive Officer of Clarent, said, "This
sale is part of the Company's continuing restructuring efforts
and, coupled with the previously announced sale of Westwood
Medical Center, will  enable the Company to eliminate
substantially all of the $130 million 11.5% senior notes and
repay all of the outstandings under the Tyco/G.E. Capital
financing.  We appreciate the tireless dedication of our
physicians and employees and the patronage of each of the
communities these hospitals serve during a time of transition
for Clarent Hospital Corporation."

The predecessor to Clarent Hospital Corporation was founded in
1981.  The Company is headquartered in Houston, Texas and after
completion of this transaction and the previously announced
transaction to sell Westwood Medical Center to Midland Memorial
Hospital in Midland, Texas the Company will own the stock of
hospital corporations that own or operate 4 hospitals in four
states with a total of 494 beds.  Additional Company information
may be accessed through the Company's website,
http://www.Clarenthospital.com


COEUR D'ALENE: Will Pursue Further Debt Reduction Efforts
---------------------------------------------------------
Coeur d'Alene Mines Corp. (NYSE:CDE) reported net income of
$26.9 million for the third quarter of 2001. This compares to a
net loss of $8.5 million for the third quarter of 2000.

Third quarter results for the current year were positively
impacted by extraordinary gains of $39.2 million on the early
retirement of $40.6 million in debt. Results in the third
quarter of 2000 included a $2.1 million mark to market gain on
the Company's gold price protection program.

For the first nine months of 2001, the Company recorded net
income of $15.2 million compared to a net loss of $30.9 million
for the first nine months of 2000. The significant improvement
in Coeur's nine-month earnings occurred in spite of the
continued decline in the average silver price. The Company has
recorded $48.2 million in extraordinary gains this year as a
result of its debt restructuring programs.

Highlights for Three and Nine Months ended September 30, 2001

     -- Produced 11.2 million silver equivalent ounces at the
Company's primary silver mines for the first nine months of 2001
as compared to 10.8 million silver equivalent ounces for the
first nine months of 2000. Third quarter 2001 silver equivalent
production was 3.7 million ounces, down 4.6% from the same
period in 2000.

     -- Cash costs for the first nine months of 2001 declined
3.8% to $4.04 per silver equivalent ounce as compared to the
same period in 2000. Cash costs for the current quarter were up
slightly at $4.14 per silver equivalent ounce.

     -- A detailed three-year mine plan has been completed for
Coeur's Cerro Bayo property in Chile. Confirmation and
exploration drilling has increased reserves and resources.

     -- Awarded a $760,000 grant from U.S. Trade and Development
Agency to complete a final feasibility study and significantly
increased mining rights at the San Bartolome silver project in
Bolivia.

     -- Successfully completed a debt restructuring transaction
in the third quarter which reduced debt by $40.6 million and
resulted in an extraordinary gain of $39.2 million.

     -- Received the industry's top safety honor, the Sentinels
of Safety Award, for surface mining operations at its Rochester
mine in Nevada.

Dennis E. Wheeler, Chairman, President and Chief Executive
Officer of the Company said: "Coeur's Cerro Bayo property in
Chile is on the verge of becoming a significant cash generating
operation. In addition, we expect our focused exploration
program to add reserves at our operating mines and to upgrade a
significant portion of the resource base to ore reserves at our
San Bartolome project. We have also significantly improved our
financial position through reductions in long-term debt, despite
the fact that silver prices recently reached an eight-year low.
Coeur continues to increase productivity and reduce costs
throughout the Company, but we will always maintain our strong
commitment to the health and safety of our employees. In
recognition of this commitment, our Rochester mine received the
prestigious Sentinels of Safety Award in October."

                    Consolidated Results

During the first nine months of 2001, production of silver and
silver equivalent at Coeur's primary silver operations increased
by 423,000 ounces to 11.2 million ounces as compared to the
first nine months of 2000. Increased silver production at Coeur
Silver Valley and higher gold production at the Rochester mine
contributed to the improvement in silver equivalent production.
As a result of both the production increases and cost control
measures, cash costs per silver equivalent ounce declined to
$4.04 per ounce from $4.20 per ounce in the first nine months of
2000.

During the third quarter of 2001, silver equivalent production
at the Company's primary silver mines was 3.7 million ounces
compared to 3.9 million ounces for the corresponding period of
2000. The decline in silver production was due to slightly lower
output at both the Rochester and Galena operations. Total cash
costs, including third party smelter charges, for the third
quarter of 2001 were $4.14 per silver equivalent ounce compared
to $3.99 per silver equivalent ounce in the third quarter of the
prior year. The overall increase in total cash costs was due
almost entirely to difficult ground conditions temporarily
encountered during the quarter at Coeur Silver Valley. This was
partially offset by lower costs at the Company's Rochester mine
near Lovelock, Nevada.

Gold production during the third quarter of 2001 at the
Company's primary gold operations declined to 3,563 ounces at a
cash cost of $300 per ounce compared to 18,514 ounces at a cash
cost of $336 per ounce in the previous year. The suspension of
mining activity at both the Fachinal and Petorca mines in Chile
in addition to the sale of the Company's interest in the Yilgarn
Star mine in Australia in February 2001, account for the decline
in the Company's gold production.

Revenues from the sale of concentrates and dore' were $16.2
million in the third quarter of 2001 compared to $26.5 million
in the third quarter of the previous year. The decrease in
revenue was largely attributable to lower gold production as a
consequence of the previously mentioned operation suspensions
and asset sale, but also reflected sharply reduced prices
received for silver. During the latest quarter, Coeur realized
$4.26 per ounce for its silver sales compared to $4.93 per ounce
for silver sold in the third quarter of 2000.

Net income in the third quarter of 2001 was $26.9 million or
$0.62 per share compared to a net loss of $8.5 million or $0.23
per share in the third quarter of the prior year. Net income for
the latest three-month period improved significantly, primarily
as a result of an extraordinary gain of $39.2 million or $0.90
per share from the early retirement of debt and by reductions in
production costs, depreciation and amortization charges and
interest expense. The cost reductions were offset in part by a
decline in gold and silver production and sharply lower prices
received for silver.

At the end of the third quarter of 2001, Coeur had cash and
short-term investments of $35.1 million compared to $53.6
million at December 31, 2000. Working capital as of September
30, 2001 was $51.7 million compared to $93 million as of
December 31, 2000. The decline in working capital this year was
due mainly to the reclassification of the Company's outstanding
6% Convertible Subordinated Debentures that are due on June 10,
2002 as a current liability.

                    Operations

Rochester Mine (Nevada) -- World's 7th largest silver mine.

Coeur's Rochester mine produced 1.5 million ounces of silver and
18,171 ounces of gold, together equal to 2.6 million silver
equivalent ounces, during the third quarter of 2001 compared to
1.6 million ounces of silver and 19,334 ounces of gold, together
equal to 2.7 million silver equivalent ounces, in the third
quarter of the prior year. Total cash costs for the latest
three-month period declined to $3.80 per ounce as compared to
$4.01 in the third quarter of 2000.

Mining operations during the quarter were largely confined to a
gold-rich section of the Rochester pit that is expected to
continue for the remainder of the year. Both silver and gold
output were slightly lower than the comparable quarter in 2000
solely as a result of drought conditions that have persisted
throughout much of the year in Nevada which have significantly
reduced solution flow to the leach pads. The Company expects
that the gold and silver delivered to the leach pads during the
drought period will be recovered in subsequent quarters. Despite
the lower production, operating improvements instituted this
year and in 2000 resulted in more than a 5% decline in cash
costs from the previous year's third quarter to $3.80 per ounce.

Coeur is continuing its program to reduce costs at Rochester as
well as to replace reserves mined in 2001 and define new
resources. A total of 37,000 feet in 88 reverse circulation
holes have been drilled at and near the Rochester pit so far
this year mainly to the south and west of the current pit
boundary. Results are currently being analyzed and will be
incorporated into an updated reserve model by year-end. At the
Nevada Packard satellite deposit, all work required for
permitting the deposit for mining has been submitted to
regulatory authorities.

In October of this year, Coeur's Rochester mine was officially
presented with the Sentinels of Safety Award for metal and non-
metal surface mining operations. This is the industry's highest
safety award. In addition, Rochester has also received a
Certificate of Honor from the Joseph H. Holmes Safety
Association for working over four million hours without
incurring a single permanently disabling injury or fatality.

Coeur Silver Valley -- Galena Mine (Idaho) -- World's 11th
largest silver mine.

In the latest quarter, silver production from Coeur Silver
Valley was 1.06 million ounces, down slightly from the 1.16
million ounces produced in the third quarter of 2000. For the
nine months ended September 30, 2001 silver production climbed
12% to 3.2 million ounces as compared to the first nine month of
2000. Total cash costs for the current quarter rose to $4.97 per
ounce compared to $3.93 per ounce in the third quarter of the
prior year. Cash costs for the first nine months of 2001
declined to $4.64 per ounce compared to $4.73 per ounce in 2000.

Throughout much of the most recent quarter, normal mining
operations were hampered by difficult ground conditions which
have also temporarily set back production from areas where the
Company has implemented trackless mining. Measures have been
taken to alleviate the situation and Coeur expects to be back on
track with the mechanized mining initiative by late in the
fourth quarter.

Much of the exploration drilling carried out in 2001 has focused
on extending the high-grade 117 vein up to and beyond the 3,400
level in the mine. The most recent results have encountered this
vein structure on the 3,000 level and definition drilling
continues. Work is also continuing to extend the high-grade 72
vein and Polaris Fault Zone and test a possible extension of the
Silver Vein, historically one of the most prolific systems in
the Galena mine at the 1,600 level. As a result of these
efforts, Coeur expects to fully replace silver ounces mined in
2001.

                    Development Projects

                    Cerro Bayo (Chile)

At Coeur's Cerro Bayo property (formerly the Fachinal mine) in
Southern Chile, the Company has completed a detailed three-year
plan based on mining proven and probable reserves only. The plan
projects annual production of approximately 70,000 gold
equivalent ounces at an estimated total cash cost of $195 per
ounce. The plan proposes a combination of open pit and shallow
underground mining. Construction of two ramps to intersect the
high grade Lucero vein, the heart of the Cerro Bayo deposit,
commenced on November 1, 2001. Initial production is scheduled
for May 2002. The total investment to develop Cerro Bayo for
production is estimated at $5 to $6 million, which includes a
significant recoverable working capital component. Independent
third party studies have confirmed Coeur's belief that the
mining of Cerro Bayo can provide an attractive rate of return at
current gold and silver prices. As a result, the Company intends
to proceed with development.

The Company has completed confirmation drilling and the latest
phase of its exploration program which has led to the
development of additional reserves and resources. The latest
reserve and resource calculations have all been endorsed by
independent third party consultants. To date, a proven and
probable reserve of 217,000 gold equivalent ounces has been
defined at a fully diluted average grade of 0.27 gold equivalent
ounces per ton. Total reserves plus resources amount to 535,000
gold equivalent ounces at an average grade of 0.24 ounces per
ton. Perhaps more significant is the fact that a majority of the
reserves and resources identified to date are located in two
high grade zones that average in excess of one-half ounce per
ton gold equivalent. Furthermore, Coeur believes that the
majority of the Cerro Bayo resources will be converted to
mineable reserves as operations progress.

Recent progress has confirmed that considerable exploration
potential at Cerro Bayo remains. Not only have significant
resources been identified, but the high-grade Lucero vein
remains open at depth and along strike. Exploration drilling of
the Lucero vein continues. In addition, the Company has
identified a large number of high-grade veins on surface which
have not as yet been drill tested.

Coeur will continue to evaluate the sale of its Chilean precious
metals assets, including Cerro Bayo. Any offer must reflect the
fair value of the properties and their substantial exploration
potential.

                    San Bartolome (Bolivia)

Coeur is also pleased to report a number of positive
developments at its San Bartolome silver project near Potosi,
Bolivia. The final feasibility study is scheduled for completion
in the first quarter of 2002. Coeur is confident that this study
will succeed in upgrading a large portion of the 122-million
ounce resource to proven and probable reserves. The Company
recently acquired additional exploration and development rights
in the immediate area. Based on work completed to date, Coeur
expects a significant increase in the 122-million ounce silver
resource outlined to date. In addition, a number of recent
developments have enabled Coeur to continue to move this project
forward:

     -- Coeur's wholly owned Bolivian subsidiary, Empresa Minera
Manquiri S.A., has been awarded a grant of $760,000 by the U.S.
Trade and Development Agency to complete the final feasibility
study for the project.

     -- Expect favorable tax rulings in Bolivia will result in
significant reductions in up front working capital requirements.

     -- Water rights and electric power have been secured at
rates which are lower than expected.

     -- An alternative tailings disposal plan is being
prospected which could significantly reduce capital
requirements.

The Company is also pursuing other opportunities in the Potosi
area to further enhance the potential economic returns of its
San Bartolome project.

               Debt Restructuring Program

Coeur first embarked on a comprehensive program in late-1998 to
restructure and reduce long-term debt and strengthen its balance
sheet. To date the program has involved repurchasing the
Company's Convertible Debentures at significant discounts to
face value, debenture for equity swaps, and most recently, an
exchange offer of 13 3/8% Convertible Senior Subordinated Notes
for outstanding Convertible Subordinated Debentures.

Since beginning this program, Coeur has reduced long-term debt
by $140.3 million while increasing shareholders' equity by $82.2
million. Furthermore, annualized cash interest payments have
been reduced by approximately $10.3 million.

The Company will continue to focus on debt reduction which will
improve its financial position.

Coeur d'Alene Mines Corporation is a leading international low-
cost primary silver producer, as well as a significant producer
of gold. The Company has mining interests in Nevada, Idaho,
Alaska, Chile, and Bolivia.


COMDISCO: Court Okays Sale of Availability Solutions to SunGard
---------------------------------------------------------------
SunGard (NYSE:SDS), a global leader in integrated IT solutions
and eProcessing for financial services, announced that its
acquisition of the Availability Solutions business of Comdisco,
Inc. (NYSE:CDO) has been approved by the United States
Bankruptcy Court for the Northern District of Illinois.

Closing of the transaction will occur as soon as possible,
subject to a favorable ruling by the United States District
Court for the District of Columbia in the antitrust case filed
against SunGard and Comdisco by the U.S. Department of Justice.
All proceedings in that case were completed Friday, and the
parties are awaiting the District Court's ruling, which is
expected early this week.

SunGard's $825 million cash bid received the Bankruptcy Court's
approval as the highest or otherwise best received in the Court
authorized auction held on October 11, 2001, for the purchase of
Comdisco's Availability Solutions business. In approving the
sale, the Court denied Comdisco's request for approval of a
competing bid from Hewlett-Packard Company because it violated
the Court-approved bidding procedures.

The transaction includes the domestic operations of Comdisco's
continuity services business, professional services organization
and Web hosting business, as well as the corresponding
operations in the United Kingdom and France.

James L. Mann, SunGard's chairman and chief executive officer,
stated, "This acquisition will ensure that the critical business
continuity industry will be served by an experienced,
independent vendor providing hardware-neutral services. The
combination of these two world-class organizations creates a
business better able to serve its customers in more geographic
locations. Customers will benefit from more facilities,
platforms, network capacity and technical personnel, with
increased operating efficiencies. Both companies are blessed
with extremely capable staffs that will work together to support
our customers. We have always been impressed by the dedication
of Comdisco's availability solutions personnel, and we welcome
them to our company."

SunGard (NYSE:SDS) is a global leader in integrated IT solutions
and eProcessing for financial services. SunGard is also the
pioneer and a leading provider of high-availability
infrastructure for business continuity. With annual revenues in
excess of $1 billion, SunGard serves more than 20,000 clients in
over 50 countries, including 47 of the world's 50 largest
financial services institutions. Visit SunGard at
http://www.sungard.com


CONDOR SYSTEMS: Begins Restructuring Under Chapter 11 Bankruptcy
----------------------------------------------------------------
Condor Systems, Inc., a leading supplier of electronic
intelligence equipment to the military, filed for Chapter 11
restructuring. Senior executives say the company expects to
complete its restructuring plan by mid-2002 much better
positioned to meet marketplace demands.

"We believe this restructuring will allow us to greatly improve
our capital structure and that's good news," said Condor's
President and CEO Kent Hutchinson at an employee meeting earlier
today. "We have very good technology, we have very good people,
and we have very good customers. What we've been lacking is a
good balance sheet. This plan fixes that."

Hutchinson said the company, which recently moved into a new
160,000 square-foot campus in Morgan Hill, Calif., will continue
to operate as usual, providing electronic components for its
defense industry customers including the Department of Defense,
U.S. armed forces, and allied nations.

Hutchinson said Condor expanded too quickly over the last three
years in anticipation of growth that did not materialize. The
heavy debt load from that expansion, combined with a slowing
marketplace, forced the company's restructuring.

The company, with annual revenues of around $100 million and
about 450 employees located here and in Simi Valley, said it
will make its delivery deadlines and meet all of its current and
future contract obligations without interruption.

Condor Systems, founded in 1974, is a privately held defense
electronics firm and a world leader in the areas of signal
intelligence and electronics warfare systems and products.


CONDOR SYSTEMS: Chapter 11 Case Summary
---------------------------------------
Lead Debtor: Condor Systems, Inc.
             dba Airwave Capital, Inc.
             dba Airwave Technology, Inc.
             18705 Madrone Parkway
             Morgan Hill, CA 95037

Bankruptcy Case No.: 01-55472

Debtor affiliates filing separate chapter 11 petitions:

             Entity                  Case No.
             ------                  --------
             CEI Systems, Inc.       01-55473

Chapter 11 Petition Date: November 8, 2001

Court: Northern District of California (San Jose)

Judge: James R. Grube

Debtors' Counsel: Eric E. Sagerman, Esq.
                  Murphy, Sheneman, Julian and Rogers
                  2049 Century Park E #2100
                  Los Angeles, CA 90067
                  310-788-3700


CONDOR TECHNOLOGY: Will Convene Shareholders Meeting on Dec. 19
---------------------------------------------------------------
Condor Technology Solutions Inc. (OTC Pink Sheets: CNDR), a
leading provider of technology and communications services,
announced that its Annual Meeting of Stockholders will be held
on December 19, 2001, at 10:00 a.m. EST at the Fairview Park
Marriott in Falls Church, Va.

At the meeting, stockholders will consider and vote on a
financial restructuring of the company's debt pursuant to the
company's new Credit Facility Agreement with its lender group.
Stockholders will be requested to approve the issuance of new
shares of the company's common stock representing a change of
control of the company in exchange for the cancellation of $12.1
million in indebtedness due and payable on January 2, 2002.
Stockholders are also expected to approve an amendment to the
company's certificate of incorporation to effect a reverse stock
split of its common stock, at a ratio of 1-for-2 shares, subject
to approval of the proposed debt restructuring.

The principal elements of the proposed restructuring are:  an
exchange of $12.1 million of the company's outstanding debt to
lenders into 15,230,954 newly issued shares of common stock
(priced at $0.06 per share); and amendment of the company's
Restated Certificate of Incorporation to effect a one-for-two
reverse stock split, pursuant to which each stockholder will
hold one share of the company's post-split shares for every two
shares presently held.

The meeting will also include the election of one Class I
director for a term of one year, and the ratification of the
appointment of BDO Seidman, LLP, as the company's independent
accountants for 2001.

"This meeting will represent another milestone for the company
and we expect a substantial reduction of debt as a result of the
meeting, thus providing a more secure financial structure as the
company continues to improve financial performance," stated J.
L. Huitt, Jr., president and chief executive officer of the
company.  "The company's Board of Directors has carefully
considered the terms and conditions of the proposed debt
restructuring and believes that it is in the best interests of
and fair to all stockholders of the company," Mr. Huitt said.
The company recently announced improved financial results for
the third quarter of 2001.

Condor Technology Solutions is a technology and communications
company specializing in the organization, analysis and creative
distribution of business information.  The company's business
practices include Web development, business intelligence,
contact center services, infrastructure support and marketing
communications.  Condor Technology Solutions was founded in
1998.  It is headquartered in Baltimore, Md., with offices and
operations throughout the Northeast.  The company's Web site is
http://www.cndr.com


DERBY CYCLE: Management Group Completes Buyout of Assets & Units
----------------------------------------------------------------
The Chief Executive of Raleigh Cycle Limited, Alan Finden-
Crofts, has made the following announcement;

     "I am pleased to be able to confirm that a management buy-
out team, consisting of myself and a number of key managers
within the businesses, has now successfully acquired the
subsidiaries and assets of the Derby Cycle Corporation.

     "Our Group, to be known as Raleigh Cycle Ltd, will consist
of Raleigh America, Raleigh Canada, Raleigh UK and Derby Cycle
Werke in Germany, together with our trading companies Raleigh
Taiwan and Raleigh China. In restructuring the Group, Winora-
Staiger and Wiener Bike Parts in Germany have been sold to the
Accell Group and Derby South Africa will be purchased by the
local management.

     "Most importantly, we now start off on a sound financial
basis. We are debt free and have substantial assets, in contrast
to the unsatisfactory arrangements under the previous ownership.

     "This will enable our experienced management teams to
focus, once again, on the core task of developing our
international brands by designing, marketing and manufacturing
outstanding bicycles and parts & accessory ranges.

     "Our suppliers and customers have given us strong support
over what has been a difficult time. We now have the structure
in place for a successful and prosperous future and we look
forward to continuing to work with them, over the months and
years ahead".


DIGITAL CREATIVE: Taps Goldstein Golub as New Accountants
---------------------------------------------------------
Effective September 28, 2001, Digital Creative Development
Corporation engaged Goldstein Golub Kessler & Company, P.C. as
its independent accountants following the dismissal of the
Company's former independent accountants, Davis Monk & Company.
The change of independent accountants was approved by the Board
of Directors of the Company.

The reports of the former principal accountants on the financial
statements of the Company  for the years ended June 30, 1999 and
2000 contained an explanatory paragraph discussing  conditions
that raise substantial doubt about the Company's ability to
continue as a going concern.


DIGITAL FUSION: Continues Work on Debt Restructuring
----------------------------------------------------
Digital Fusion, Inc. (OTCBB:IBSX), an information technology
(IT) and e-business services provider, announced financial
results for the third quarter, ended Sept. 30, 2001.

The company reported $3.2 million in revenue for the third
quarter, compared to $6.7 million for third quarter 2000 and
$5.3 million for second quarter 2001. Earnings before interest,
taxes, depreciation and amortization (EBITDA) for third quarter
2001 were almost at break even, compared to an EBITDA loss of
$1.2 million in third quarter 2000 and an EBITDA loss of
$564,000 in second quarter 2001. Cash and cash equivalents at
the end of third quarter 2001 were $939,000.

"We were at EBITDA break even and cash flow positive from
operating activities this past quarter," said Roy Crippen,
president and chief executive officer. "Although we feel the
effects of the IT market slowdown and related client indecision,
we continue to slowly improve our pipeline of new business. Our
mission for the next couple of quarters will be to continue to
control costs and drive new business in a focused but creative
manner."

The revenue drop from second quarter 2001 to third quarter 2001
primarily was due to Digital Fusion's sale of its Huntsville,
Ala., network services unit effective June 30. Additionally, the
company's education business unit saw revenues of only $102,000,
a decrease of 45 percent compared to second quarter 2001
revenues totaling $184,000. The company has suspended public
training and placed instructors in more profitable consulting
assignments in an attempt to address the unit's poor
performance.

"Our accounts receivable balance decreased from $4.3 million on
June 30, 2001 to $2.5 million on September 30, 2001 because of
increased efforts to collect outstanding accounts," said Karen
Surplus, chief financial officer. "We've been able to fund the
liabilities we successfully restructured during this quarter and
increase our cash balance to $939,000 at the end of the third
quarter. We continue to work diligently on restructuring our
remaining liabilities and have made progress on several of
them."

If Digital Fusion obtains additional agreements associated with
its liabilities, the company believes it will be able to raise
capital to pay down the restructured liabilities as well as fund
its ongoing capital needs. If the company cannot restructure the
liabilities of its discontinued operations, restructuring and
2000 merger termination, it will be required to re-examine its
current business and capitalization plans.

Digital Fusion provides comprehensive e-business and information
technology solutions to businesses, organizations and public
sector institutions in the Eastern U.S. We have over 10 years
experience designing, developing, and integrating complex
business systems, providing a range of services, including
strategy, development, desktop support and education services.
For additional information regarding Digital Fusion's services,
visit http://www.digitalfusion.com

At September 30, 2001, the company had total current liabilities
of $7 million, compared to total current assets of $3.7 million.


EPIC RESORTS: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Epic Resorts Management, LLC
                1150 First Avenue, Suite 900
                King of Prussia, PA 19406

Involuntary Petition Date: November 9, 2001

Case Number: 01-11182             Chapter: 11

Court: District of Delaware

Petitioners' Counsel: William Anthony Hazeltine, Esq.
                      Potter Anderson & Corroon LLP
                      1313 N. Market Street
                      6th Floor
                      Hercules Plaza
                      Wilmington, DE 19899
                      Tel: 302-984-6000
                      Fax: 302-658-1192
                      Email: whazeltine@pacdelaware.com

Petitioners:

             Prospect Street High Income Fund

             ML CBO IV (Cayman) Ltd. by Highland Capital
             Management, LP as collateral manager

             PamCo Cayman Ltd. by Highland Capital
             Management, LP as collateral mananger

             PamCapital Funding LP by Highland Capital
             Management, LP as collateral mananger

Type of Claim: past due debt on Senior Notes

Total Amount of Claim: $67,767,000


EXIDE TECHNOLOGIES: Hires Jay Alix & Blackstone as Consultants
--------------------------------------------------------------
Exide Technologies (NYSE:EX), the global leader in stored
electrical-energy solutions, announced its results for the
second quarter of fiscal 2002 ended on September 30, 2001. The
Company reported a consolidated net loss, excluding non-
recurring charges, of $15.9 million. This compares to
consolidated net earnings, on a pro forma basis for the
acquisition of GNB Technologies Inc. in September 2000,
excluding non-recurring charges and goodwill amortization, of
$6.8 million.

Earnings before interest, taxes, depreciation and amortization
and losses on sales of receivables (EBITDA), excluding non-
recurring charges, were $51.0 million for the quarter, as
compared with $57.0 million for the same period a year ago. Pro
forma EBITDA, excluding non-recurring charges, was $76.5 million
last year.

               Company to Develop Comprehensive
                Operational Restructuring Plan

The Company is currently accelerating development of a
comprehensive, long-term operational restructuring plan. Craig
H. Muhlhauser, President and Chief Executive Officer of Exide
Technologies, said, "Since becoming CEO in September, I have
performed a top-to-bottom evaluation of our business strategy
and assembled an experienced team with a proven track record to
earn the confidence and support of our key stakeholders through
flawless execution of a customer-focused business strategy and
plan. We have already begun the implementation of operational
restructuring actions to improve profitability, which will
provide the foundation for the future. Working with our Board of
Directors, senior management and key advisors, we are developing
strategic alternatives that will ensure Exide's long-term
competitiveness."

As previously announced, Exide Technologies has retained Jay
Alix & Associates to support the Company's restructuring
efforts. Lisa Donahue, a principal at Jay Alix, was named Chief
Financial Officer and Chief Restructuring Officer of Exide on
October 26, 2001. Additionally, the Company has retained The
Blackstone Group to assist the Company in evaluating its capital
structure and related strategic alternatives.

The Company said it is moving forward with operational changes
designed to streamline and rationalize Exide's structure. As
previously announced, the Company has, among other steps,
reduced the number of business units from five to three in an
effort to simplify the organization and eliminate redundant
overhead. The Company said it intends to make further
operational changes as necessary.

The Company announced it intends to work toward reduction of its
salaried workforce by approximately 20% by the end of fiscal
year 2002, in addition to work force reductions announced in
August.

Exide's Board of Directors has suspended the Company's quarterly
common stock dividend of $0.02 per share.

          `William I. Jacobs Joins Board of Directors

The Company said that William I. Jacobs has joined Exide's Board
of Directors. Mr. Jacobs currently serves as Managing Director
and Chief Financial Officer of The New Power Company, which
provides gas and electricity to residential and small commercial
customers in deregulated states. Prior to joining The New Power
Company, Mr. Jacobs was Senior Executive Vice President,
Strategic Ventures for MasterCard International. He received a
Bachelor of Arts degree and law degree from American University,
which he continues to serve as a member and former chairman of
the Board of Trustees.

"Bill brings more than 30 years of experience in finance and
operations, and I am pleased that he has joined our Board," said
Muhlhauser.

                    Operational Results

Consolidated net revenues for the current quarter were $624.2
million versus $494.2 million for the same period a year ago.
Pro forma consolidated net revenues were $746.9 million last
year.

Net non-recurring charges were $16.7 million, including a charge
of $13.8 million related to debt-for-equity exchanges and a
charge of $11.1 million for severance related to a workforce
reduction of 620 jobs, partially offset by a credit of $8.2
million related to the termination of the Lion Compact Energy
agreement, compared to $30.0 million last year. The debt-for-
equity exchanges resulted in a reduction of debt and an increase
in shareholders' equity of $25.5 million.

Based on year-to-date results, along with the reduced outlook
for the rest of fiscal 2002, the Company recorded in the second
quarter of the current year a valuation allowance on the tax
benefits generated from losses in certain geographic regions in
the first and second quarters of fiscal 2002, primarily domestic
losses. As a result, the Company recorded an additional tax
provision in its consolidated net loss, excluding non-recurring
charges, of approximately $8.5 million in the second quarter of
the current year.

Including non-recurring items, the Company reported a
consolidated net loss of $32.5 million for the second quarter of
fiscal 2002, compared to a consolidated net loss, including non-
recurring charges, of $14.5 million for the second quarter last
year.

In light of current conditions, the Company has retracted its
earnings guidance for the remainder of the year.

Muhlhauser said, "These results are clearly disappointing.
However, our three businesses remain solid, as evidenced by
significant new business wins and the fact that our operating
cash flow for the quarter was on target. Despite the challenging
global business environment, we are confident that the strength
of our market leadership and technology breadth, along with our
operational restructuring plan, will provide a solid foundation
for future growth and profitability. We are moving forward with
many new business initiatives and continue to evaluate how we
can optimize our resources to better serve our customers."

                    Industrial Business Results

In the Company's industrial business, second quarter net
revenues were $230.7 million compared to pro forma revenues of
$276.9 million last year. Operating earnings for the second
quarter of fiscal 2002, excluding non-recurring charges, were
$13.3 million versus $14.8 million a year ago. Pro forma
industrial operating earnings in the second quarter last year
were $32.0 million. The decline in revenues and earnings was due
primarily to weak demand in the Western European and North
American telecommunications markets.

                    Transportation Business Results

In the Company's transportation business, second quarter net
revenues were $393.6 million compared to pro forma revenues of
$470.0 million last year. Revenues declined due to the
discontinuance of certain unprofitable aftermarket accounts in
North America and lower than expected volume in North America in
this year's second quarter due to difficulties in meeting
customer orders. Operating earnings for the second quarter of
fiscal 2002, excluding non-recurring charges, were $13.0 million
versus $25.6 million last year. Pro forma operating earnings
last year, excluding non-recurring charges, were $18.9 million.
Operating results were negatively impacted by the addition of
the less-profitable GNB transportation business in North America
and higher production and distribution costs incurred in the
North American business as plants and product lines were
integrated. These factors were offset somewhat by the savings in
overhead costs associated with the Company's recently completed
restructuring actions.

                              Waiver

The Company was not in compliance with certain of its covenants
contained in its Senior Secured Global Credit Facility as of
September 30, 2001, and has secured a waiver. In accordance with
generally accepted accounting principles (GAAP), the Company
reclassified this debt, approximately $622.9 million at
September 30, 2001, to short term as it has not yet secured a
waiver for future quarters.

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

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

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


EXODUS COMMS: Seeks Approval to Implement Key Employee Programs
---------------------------------------------------------------
Exodus Communications, Inc. ask the Court to approve several Key
Employee Programs, including a cash retention incentive program,
a cash emergence incentive program available to all employees, a
corporate severance program, and a change in control severance
program for senior executives.

In the weeks leading up to the filings, the Debtors designed the
Key Employee Programs to provide a comprehensive compensation
package to key employees to encourage them to remain with the
Debtors during the difficult and uncertain restructuring period.
The Debtors, in consultation with executive compensation
consultants, developed and proposed the terms and conditions of
the Key Employee Programs after reviewing the programs and
contracts implemented and executed in other large corporate
restructurings. The components of the relief requested are part
of a comprehensive program designed by the Debtors to minimize
management and other key employee turnover by providing
incentives for employees, including senior management, to remain
in the Debtors' employ and to work toward a successful
reorganization of the Debtors' estates.

The Debtors believe that:

A. the number of management executives and employees covered by
   the Key Employee Programs is within the range of
   competitive practice;

B. the amounts of the proposed bonuses, severance and other
   benefits contemplated by the Key Employee Programs are
   within the range of competitive practice; and

C. the Key Employee Programs contain terms and conditions
   comparable to those provided to members of senior
   management with similar positions and experience in
   technology and similar industries, and in other large
   chapter 11 cases.

David R. Hurst, Esq., at Skadden Arps Slate Meagher & Flom, LLP,
in Wilmington, Delaware, relates that the Key Employee Programs
include these four separate proposed programs:

A. Cash Retention Program, available to certain key employees,
   which will pay $2,900,000 in employee retention bonuses to
   eligible employees in four equal installments beginning
   December 31, 2001 and ending on June 30, 2002,

B. Emergence Bonus Program, with a total cost of $14,500,000,
   available to all employees, which will pay cash emergence
   bonuses to employees upon emergence and, at Debtors' CEO's
   discretion, will pay additional discretionary cash
   incentive awards to deserving employees,

C. Corporate Severance Program, available to all employees,
   pursuant to which certain severance payments will be made
   to employees upon qualifying events of termination and

D. CIC Severance Program pursuant to which certain senior
   executives would receive severance benefits if their
   services were terminated following an acquisition of the
   Debtors.

Mr. Hurst contends that the Debtors' ability to maintain their
business operations and preserve value for their estates is
dependent upon the continued employment, active participation,
and dedication of key management and employees who possess
knowledge, experience and skills necessary to support the
Debtors' business operations. Mr. Hurst adds that The Debtors'
ability to stabilize and preserve their business operations and
the enterprise value of their assets for the benefit of their
creditors and all parties in interest will be substantially
threatened and hindered if the Debtors are unable to retain the
services of key management and other employees.

Without the Key Employee Programs, the Debtors believe that
uncertainty surrounding their financial restructuring will
result in resignations of several key employees and reduced
morale.  Mr. Hurst states that in formulating the Key Employee
Programs, the Debtors were advised by outside executive
compensation consultants, whereby they analyzed retention
programs implemented by other companies in financial distress
both in and outside chapter. The Debtors and the compensation
consultants developed the Key Employee Programs based upon this
analysis and believe the compensation to be paid under Key
Employee Programs is reasonable and narrowly tailored to reduce
the risk that key employees will depart from the Debtors during
the critical restructuring period.

In addition, it is especially critical that the Key Employee
Programs be implemented to offset the inability of the Debtors
to offer stock-based compensation programs during the pendency
of these cases, as well as to further enhance the Company's
ability to retain key employees. Prior to the Petition Date, Mr.
Hurst relates that stock options and other equity rights formed
the most significant portion of the total compensation typically
paid to the Debtors' employees and their executives. The Debtors
therefore believe that prompt approval and implementation of the
Key Employee Programs are essential if the Debtors are to remain
needed employees and remain competitive with other potential
employers.

Mr. Hurst argues that implementation of the Key Employee
Programs is critical now that the Debtors have filed chapter 11
petitions as it has placed additional burdens upon the key
employees covered by the program and further increased their
responsibilities. Without prompt approval of the Key Employee
Programs, the Debtors believe it is likely that many of the key
employees will pursue alternative employment, despite the
Debtors' need for their continued services.

Losing key employees would severely harm the Debtors in many
ways, including:

A. Such employees are difficult to replace because experienced
   job candidates often find the prospect of working for a
   chapter 11 company unattractive.

B. The Debtors may have to pay substantial fees to executive
   search firms, as well as signing bonuses, reimbursement for
   relocation expenses and above-market salaries to induce
   qualified candidates to accept employment with a chapter 11
   debtor, particularly for replacement of senior management.

C. The loss of any important employee generally leads to
   additional employee departures, as employees follow the
   example of their resigning colleagues.

Mr. Hurst tells the Court that many of the benefits under Key
Employee Programs will be triggered upon reaching certain
benchmarks of reorganization success that will have been the
result of individual employee contributions to the success of
the reorganization process and the Debtors' emergence from
chapter 11. Thus, creditors will benefit from and not be
adversely affected by the payments contemplated by the Key
Employee Programs.

In the Debtors' business judgment, approval and assumption of
the Key Employee Programs at this juncture is necessary in order
to provide incentives for key management and other employees to
remain on the job until the Debtors' reorganization process is
complete. Mr. Hurst submits that approval, assumption, and
implementation of the Key Employee Programs will send a strong
signal to the Debtors' employees that their services are valued,
their compensation awards are competitive, and the Debtors have
stabilized their operations and have confidence in the ultimate
success of the reorganization process. The Debtors believe that
the Key Employee Programs will significantly benefit the
reorganization process by boosting employee morale at the very
time when employee dedication and loyalty is needed most.

The Debtors believe that the costs associated with adoption of
the Key Employee Programs are more than justified by the
benefits that are expected to be realized by boosting morale and
discouraging resignations among key employees, and encouraging
them to bring these cases to a successful conclusion. (Exodus
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FEDERAL-MOGUL: Signs-Up Sitrick & Co. for Corporate PR Services
---------------------------------------------------------------
Federal-Mogul Corporation asks the Court for permission to
employ and retain Sitrick & Co., Inc. as their corporate
communications consultants during the course of these chapter 11
proceedings.

James J. Zamoyski, the Debtors' Senior Vice President and
General Counsel, tells the Court that Sitrick is particularly
well suited to serve as the Debtors' corporate communications
consultant in these chapter 11 cases as they specialize in
addressing sensitive business situations that require
communications strategies targeted to a variety of
constituencies.

Mr. Zamoyski relates that Sitrick also is familiar with the
Debtors' current corporate communications needs, having assisted
in the development of a comprehensive communications strategy to
be implemented on the Petition Date, by which the Debtors will
make public announcements of the commencement of these chapter
11 cases and other communications to all relevant audiences.
Through these pre-petition activities, Mr. Zamoyski states that
Sitrick's professionals have worked closely with the Debtors'
management, internal communications staff and other
professionals and have become well acquainted with the Debtors'
corporate communications needs. Accordingly, Mr. Zamoyski
believes that Sitrick has developed significant relevant
experience and expertise that will assist it in providing
effective and efficient services in these chapter 11 cases.

Mr. Zamoyski contends that the services of Sitrick are necessary
to enable the Debtors to maximize the value of their estates and
to reorganize successfully. Many persons and entities, including
employees, unions, vendors, customers, trade and other
creditors, counter-parties to executory contracts and leases,
lenders, public debt holders, equity holders, financial markets,
potential investors, governmental entities, the media, and the
general public, Mr. Zamoyski believes, will be interested in
Debtors' bankruptcy. The cooperative participation of many of
these persons and entities will be necessary for the Debtors to
reorganize successfully.

Mr. Sitrick submits that they will be able to assist the Debtors
in protecting, retaining and developing the goodwill and
confidence of these constituencies, including:

A. developing and implementing communications programs and
   related strategies and initiatives for communications with
   the Debtors' key constituencies regarding the Debtors'
   operations, financial performance and progress through the
   chapter 11 process to assist the Debtors in presenting a
   coherent, consistent message;

B. developing corporate communications initiatives for the
   Debtors to maintain public confidence and internal morale
   during these chapter 11 cases, including initiatives to
   correct, counteract, and control damage in regard to the
   rumors and misinformation that inevitably will arise;

C. preparing press releases and other public statements for the
   Debtors, including statements relating to asset sales and
   other major chapter 11 events;

D. preparing other forms of communication to the Debtors' key
   constituencies and the media, potentially including
   materials to be posted on the U.S. Debtors' web sites; and

E. performing such other communications consulting services as
   may be requested by the Debtors.

The Debtors believe that by having a corporate communications
consultant provide these services in these bankruptcy cases,
other professionals in these cases and company officers who
might otherwise handle corporate communications matters will be
able to focus better on their respective competencies and jobs
in the management and reorganization of the Debtors. The Debtors
believe that Sitrick is well qualified and able to provide its
services to the Debtors in a cost-effective, efficient and
timely manner.

Prior to the Petition Date, on or about December 11, 2000, Mr.
Sitrick informs the Court the Debtors provided Sitrick with a
retainer of $100,000 for services rendered or to be rendered and
for reimbursement of expenses and made a supplemental retainer
payment on September 10, 2001 amounting to $182,228.63 for
services rendered or to be rendered and for reimbursement of
expenses. The aggregate retainer payment, $282,228.63 has been
applied to outstanding balances and will be applied to any
remaining pre-petition fees and expenses identified after the
date of filing.

Mr. Sitrick submits that they intend to charge the Debtors for
professional services on an hourly basis plus out-of-pocket
expenses. The current hourly rates for Sitrick's professionals
are:

      Michael S. Sitrick     Chairman & CEO     $575/hour
      Allan Mayer            Senior Member      $425/hour
      Ann Julsen             Senior Member      $425/hour
      Jeff Lloyd             Member             $400/hour
      Michael Kolbenschlag   Managing Director  $385/hour
      Fred McFarlane         Member             $300/hour
      Anita Marie-Hill       Member             $265/hour
      Brenda Adrian          Member             $245/hour
      Peter DeMarco          Member             $225/hour
      Maya Pagoda            Senior Associate   $185/hour
      Terry Fahn             Senior Associate   $185/hour
      Matt Graham            Associate          $175/hour
      Joe Bunning            Associate          $155/hour
      Ann George             Assistant to CEO   $150/hour
      Nancy Peck             Associate          $150/hour
      Nanette C. Cunningham  Contract Employee  $150/hour
      Romelia Martinez       Associate          $150/hour
      Shelley Sitrick        Associate          $150/hour
      Dana Mones             Assistant          $ 55/hour
      Kellyne Terese         Assistant          $ 55/hour

Mr. Sitrick asserts that they do not represent or hold any
material adverse interest to the Debtors or their estates with
respect to the matters upon which Sitrick is to be employed, and
do not have any connections with the Debtors, their officers,
affiliates, creditors or any other party in interest, or their
respective attorneys, except they are being engaged in:

A. asbestos related representation as Corporate Communications
   Consultants to USG Corporation in their chapter 11 filing;

B. active unrelated representations to the Debtors' other
   professionals including Rothschild, Inc., Pachulski Stang
   Ziehl Young & Jones, Ernst & Young and Pricewaterhouse
   Coopers LLP; (Federal-Mogul Bankruptcy News, Issue No. 4;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


FRUIT OF THE LOOM: Berkshire-Backed Plan's Settlement Provisions
----------------------------------------------------------------
The Plan under which Berkshire Hathaway will acquire
substantially all of Fruit of the Loom, Ltd.'s assets pursuant
to the Asset Purchase Agreement contemplates a settlement among
Fruit of the Loom and the Committees that provides for an
increased distribution to holders of allowed Class 4A unsecured
claims, and a reduced distribution to holders of allowed Class 2
prepetition secured claims.  The Class 2 prepetition secured
creditors claims are the secured creditors whose liens were
attacked in the unsecured creditors committee's pending
adversary proceeding.

Specifically, the Settlement provides that the holders of
allowed class 4A unsecured claims will receive the economic
equivalent of 7.5% of the equity interests in Reorganized Fruit
of the Loom, which would have been distributed under the plan as
originally filed on March 15, 2001, and 7.5% of the non-core
assets of Fruit of the Loom which are not included in the sales
of the business.  This represents a 650% increase over the 1%
distribution of the New Equity under the March 15 Plan.

Further, the March 15 Plan will be amended:

   (1) to provide that holders of the allowed Class 4A unsecured
       claims will receive:

      (a) 7.5% of the adjusted net purchase price for the
          business, which adjustments will deduct from the
          purchase price:

          (i) all allowed administrative expense claims and
              priority claims to be paid or reserved for by the
              Fruit of the Loom estates under the plan on the
              effective date, including the remaining balance of
              the post-petition financing;

         (ii) all other amounts to be paid in cash or reserved
              for in full on the effective date by Fruit of the
              Loom estates, including, without limitation, any
              required cash payments (or reserves) for holders
              of Class 3 Other Secured Claims, the cure amounts
              for assumed contracts, and reserves for future
              expenses of the estates; and

        (iii) a sum of between $275,000,000 and $300,000,000,
              which is the amount of the New Notes that would
              have been distributable to holders of allowed
              Class 2 claims; and

      (b) 7.5% of the net liquidation proceeds of the non-core
          assets retained by the estates of Fruit of the Loom
          after the sale of the Business; and

  (2) to provide that the holders of the allowed Class 2
      Prepetition Secured Creditors Claims will receive:

          (a) 92.5% of the adjusted sale proceeds,

          (b) 92.5% of the non-core liquidation proceeds, and

          (c) a sum of between $275,000,000 and $300,000,000,
              which is the amount of the New Notes that would
              have been distributable to holders of allowed
              Class 2 claims. (Fruit of the Loom Bankruptcy
              News, Issue No. 41; Bankruptcy Creditors' Service,
              Inc., 609/392-0900)


GALEY & LORD: S&P Places B and CCC+ Ratings on CreditWatch
----------------------------------------------------------
Standard & Poor's placed its single-'B' corporate credit and
senior secured bank loan ratings, as well as its triple-'C'-plus
subordinated debt rating, for Galey & Lord Inc. on CreditWatch
with negative implications.

The CreditWatch placement follows Galey & Lord's announcement of
weaker-than-expected operating results and related credit
protection measures, the continued difficult operating
environment, particularly the slowness at retail, and the firm's
engagement of financial advisors to evaluate strategic
alternatives. The company recently announced fourth quarter and
full year results, significantly below prior expectations, due
to continued lower volumes and selling prices in the company's
khaki business, which accounts for about half of its revenues.
The company's denim business was also adversely affected by
volume pressures.

Standard & Poor's will meet with management in the near term to
discuss Galey & Lord's operating and financial strategies,
especially as they relate to the long-term outlook for its khaki
and denim operations.

Galey & Lord is a leading global manufacturer of textiles for
sportswear, including cotton casuals, denim, and corduroy, as
well as a major international manufacturer of workwear fabrics.
The company also manufactures print and dyed fabrics for the
home fashion market.

                         *  *  *

DebtTraders reports that Galey & Lord Inc.'s 9.125% Bonds due
2008 (GNL1) are trading at 17 to 20.  For real time pricing see
http://www.debttraders.com/price.cfm?dt_sec_ticker=GNL1


GRAHAM PACKAGING: Will Restructure Canadian Operations in Jan.
--------------------------------------------------------------
Graham Packaging Company, L.P., a worldwide leader in the
design, manufacture, and sale of customized blow-molded plastic
containers, has announced it will restructure its Canadian
business.  The business in its plant in Burlington, Ontario,
Canada, will be relocated to its other Canadian facility in
nearby Mississauga, Ontario, or to a plant in the U.S.  As a
result, the Burlington facility will close in January 2002.

Approximately 140 jobs will be eliminated as a result of the
restructuring.  George W. Stevens, vice president and general
manager of Graham Packaging's Canadian operations, said
employees will be provided with an equitable severance package
and some will be able to apply for jobs at the plant in
Mississauga.

"This was a difficult business decision, but one that had to be
made to assure we will continue to operate as a healthy, strong
competitor in Canada," Stevens said.  "Today's economic
pressures have caused all manufacturers to rethink their
strategies.  We have concluded there is no longer a need for two
plants in such close proximity, and we believe we will be able
to operate more efficiently and provide better service to our
customers by shifting business and concentrating our resources
at our Mississauga plant."

Based in York, Graham Packaging designs and makes customized
blow-molded plastic containers for branded food and beverage
products, household and personal-care products, and automotive
lubricants.  The company employs approximately 4,000 people at
plants throughout North America, Europe, and Latin America and
produces more than six billion containers per year. Worldwide
sales in 2000 were approximately $825 million.

As of July 1, 2001, the company's total current liabilities
exceeded its total current assets by over $8 million, while its
total partners' capital deficit reached $442 million.


INNOVATIVE COATINGS: New Capital Needed to Continue Operations
--------------------------------------------------------------
Innovative Coatings Corporation's operations to date have been
concentrated on the development of its coatings and initial
marketing expenses, as well as costs associated with the
refinement of its business plan.  Through 2000, the Company
funded its short-term working capital needs primarily through
the issuance of convertible notes and common stock in private
placements. As a part of its growth strategy, however, the
Company requires greater working capital to fund the costs of
product approvals and marketing expenses.  If certain marketing
initiatives result in orders, the Company projects that it will
become profitable in the last half of fiscal 2001.  However, the
Company is currently exploring other avenues for additional
financing in order to enable the Company to expedite the
implementation of its business plan and achieve profitability.

                    Going Concern Qualification

The Company's independent auditors have included an explanatory
paragraph in their report on the December 31, 2000 financial
statements discussing issues which raise substantial doubt about
the Company's ability to continue as a "going concern."  The
going concern qualification is attributable to the Company's
historical operating losses, the Company's lack of cash reserves
and capital, and the amount of capital which the Company
projects it needs to achieve profitable operations.  For the
year ended December 31, 2000 and during the first half of fiscal
2001, the Company continued to experience a negative cash flow
from operations, and projects that it will need additional
capital to enable it to continue operations at its current level
past September 30, 2001.


LTV CORP: Banks File Updated Application for Federal Guarantees
---------------------------------------------------------------
On behalf of The LTV Corporation (OTC Bulletin Board: LTVCQ),
National City Bank and KeyBank submitted an updated application
and business plan to the Emergency Steel Loan Guarantee Board.

The banks are requesting federal guarantees for $250 million of
loans to restructure LTV Steel. The Federal Emergency Steel Loan
Guarantee Program guarantees 85% of the principal amount loaned
to U.S. steelmakers. Additional assistance from the State of
Ohio, Cuyahoga County, the City of Cleveland, and a major
supplier has increased the credit support to National City and
Key to 98%. The federal guarantee program was created to help
domestic steelmakers obtain financing in the face of severe
economic conditions.

National City and Key had applied for federal steel loan
guarantees on September 27.  Since the application was filed,
changes in the steel market and the domestic economy caused the
Company to develop additional initiatives to strengthen its
business plan.  The banks then submitted an updated application
for the federal guarantee that recognized the addition of these
initiatives.

"We greatly appreciate the participation and support of National
City Bank, KeyBank, the Emergency Steel Loan Guarantee Board,
state, county and city governments, customers, suppliers and the
union. Their efforts are important to restructuring LTV Steel as
a competitive, viable and successful business in the global
marketplace," said William H. Bricker, chairman and chief
executive officer of The LTV Corporation.

Mr. Bricker said that the loans would provide LTV with a
critical element of the liquidity and stability needed during
the current economic downturn, and would support the Company's
development of an operating cost structure competitive with the
lowest cost domestic producers. The plan contemplates
permanently reducing LTV Steel's annual costs by over $800
million.  LTV's most recent cost reduction measure was the
permanent closure of 25% of its annual steelmaking capacity that
it determined was noncompetitive in the domestic marketplace.


LOEWEN GROUP: Begins Accepting Bids for 3 Businesses in Oklahoma
----------------------------------------------------------------
Gray Funeral Service, Inc. and Sunset Memorial Gardens, Inc.
(the Selling Debtors),sought and obtained the Court's authority:

(1) to sell the funeral home and cemetery businesses, and
    related assets used in the operation of those businesses, at
    3 Sale Locations in Oklahoma, free and clear of all Liens,
    Claims and Encumbrances, to the entity that the Debtors, in
    their sole business judgment, determine has submitted the
    highest and best offer, pursuant to section 363 of the
    Bankruptcy Code.

(2) to assume and assign to the Purchaser 6 executory contracts
    and unexpired leases as agreed upon (3 Employment
    Agreements, 1 bottled water supply agreement, 1 postage
    machine agreement and 1 sound system agreement, the
    Assignment Agreements), pursuant to section 365 of the
    Bankruptcy Code; and

An initial bid was made by Kara Gray Ludlum, the former owner of
two of the Sale Locations, to purchase the asserts for
$2,584,111.

The Sale Locations are:

(a) Lawton-Ritter-Gray Funeral Home (3424, 3424A)
    632 Southwest C Avenue
    Lawton, Oklahoma 73501

(b) Gray Funeral Home (3425)
    202 West 2nd Street
    Grandfield, Oklahoma 73546

(c) Sunset Memorial Gardens (2110, 2110A)
    8900 Northwest Cache Road
    Lawton, Oklahoma 73506

In accordance with the Disposition Program, the Selling Debtors
marketed the Sale Locations, which were added to the Disposition
Program after the completion of the initial marketing efforts
for the original 371 Disposition Locations.

During the course of marketing, Ludlum contacted the Debtors
concerning the possibility of purchasing the Sale Locations (the
Expression of Interest). After the Debtors' review, negotiations
between the parties and procedures in accordance with the
Disposition Program, the Selling Debtors determined in their
business judgment that there were no other readily available
potential purchasers willing to submit an Expression of Interest
on more favorable terms, and the final and best offer made by
Ludlum was a fair and reasonable offer for the Sale Locations
(the Initial Bid).

The Selling Debtors and Ludlum, through two corporations formed
by her - Sunset Services, Inc. and Gray Family Services, Inc. -
ultimately negotiated and entered into the Asset Purchase
Agreement.

Pursuant to the Purchase Agreement, all accounts receivable,
transferable permits and goodwill relating to the businesses
conducted at the Sale Locations will be transferred to Sunset
and Gray. Sunset and Gray agree to pay, and to hold the Selling
Debtors harmless from, all costs and other expenses associated
with the sale, such as taxes, levies and license and
registration fees. Sunset and Gray paid to the Selling Debtors a
Deposit in the amount of $129,205.55 upon the execution of the
Purchase Agreement and agree to pay the remainder of the
Purchase Price at the closing. Sunset and Gray agree to assume
all of the Selling Debtors' rights and obligations under the
Assignment Agreements.

In accordance with the Disposition Order, the Debtors served the
Notice of the proposed sale of the Sale Locations, concurrent
with the filing of this Motion. The Notice provides for
Competing Bids at amounts exceeding $2,661,634.33 i.e. 3% above
the Purchase Price, and an auction in the event one or more
Qualified Competing Bids are received.

During the marketing process, the Debtors determined that the
terms offered by Ludlum are fair and reasonable. Given that the
sale is further subject to competing bids, the Selling Debtors
believe that the sale of the Sale Locations to the Purchaser on
the terms set forth in the Purchase Agreement is in the best
interests of their respective estates and creditors.

The Debtors have also determined, in their business judgment,
that it is in the best interests of the Debtors' estates to
assume the Assignment Agreements and assign each of these
agreements to the Purchaser. The assumption and assignment of
these agreements is a necessary component to consummating the
proposed sale of the Sale Locations. In addition, the Debtors do
not believe that they could market the Assignment Agreements
outside of the context of a sale of the Sale Locations. Since
the Petition Date, the Debtors have continued to comply with
their obligations under each of the Assignment Agreements. As a
result, the Debtors do not believe that there are any monetary
defaults or cure costs associated with the assumption and
assignment of the Assignment Agreements. Nevertheless, the
Debtors assure that as they continue to review each of the
Assignment Agreements, they will notify the nondebtor party to
an Assignment Agreement immediately if they identify any cure
obligation associated with that agreement. Furthermore, Sunset
and Gray have and the ultimate Purchaser will have demonstrated
the financial and administrative wherewithal to perform the
remaining obligations under the Assignment Agreements.
Accordingly, the Debtors believe that the assumption and
assignment of the Assignment Agreements in connection with the
proposed sale of the Sale Locations should be approved, pursuant
to section 365 of the Bankruptcy Code.

In accordance with the Net Asset Sale Proceeds Procedures, the
Debtors will use the proceeds generated to repay any outstanding
balances under the Replacement DIP Facility and deposit the net
proceeds into an account maintained by LGII at First Union
National Bank for investment, pending ultimate distribution on
court order. Funds necessary to pay bona fide direct costs of a
sale may be paid from the account without further order of the
Court. The deposit will not include the portion of the proceeds
allocated for the purchase of accounts receivables from Neweol
(the Neweol Allocation) pursuant to the Neweol Purchase
Agreement. That amount will be determined prior to closing and
will be paid to Neweol. (Loewen Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LOEWEN GROUP: Gets Creditors' Support for Reorganization Plan
-------------------------------------------------------------
The Loewen Group Inc. announced preliminary voting results on
the Company's Fourth Amended Plan of Reorganization. The
preliminary results, which are expected to be finalized by the
end of the week, indicate substantial support for the Plan of
Reorganization and overwhelming approval of the collateral trust
agreement settlement, the centerpiece of the Plan.

The results pave the way for the Company to proceed with the
hearing on confirmation of the Plan, scheduled for November 27-
29 in the U.S. Bankruptcy Court for the District of Delaware.

Approximately 2,945 creditors, or 90.5% of those casting
ballots, voted in favor of the Plan. In addition, the secured
creditors in the three Plan classes for claimants under the
Company's collateral trust agreement -- collectively
representing more than $2 billion in debt -- voted 99.1% in
number and 99.8% in amount to accept the Plan.

John Lacey, Chairman of The Loewen Group, said: "We are
extremely pleased and encouraged by the voting results reported
[Thurs]day. The widespread support of the Plan by creditors
reflects their recognition of the hard work of our management
team, employees, creditor groups and other stakeholders in
restructuring the Loewen companies over the past two and one-
half years. It also indicates a realization that the Plan
provides the best possible outcome for creditors. We're now
ready to move on to the confirmation hearing and, with a
favorable outcome, should be in a position to emerge from
bankruptcy protection by around the end of the year."

Under the U.S. Bankruptcy Code, a plan of reorganization is
accepted by a class of creditors if, among holders within that
class who submit a ballot, at least two-thirds in dollar amount
and a majority in number vote to accept the plan. Even if a
class of voting creditors does not vote to accept a plan, a
debtor may, in some circumstances, seek confirmation of the plan
under the "cramdown" procedures provided by the Bankruptcy Code.

Consistent with these procedures, the Company will ask the Court
to approve the Plan under the Bankruptcy Code's "cramdown"
provisions with respect to certain Loewen companies whose
unsecured creditor classes did not vote favourably in sufficient
numbers and dollar amounts to accept the Plan.

Unsecured creditor classes of a small number of subsidiary
companies to be reorganized under the Plan, involving less than
one percent of all creditors casting votes and representing less
than one-tenth of one percent of the Company's total debt, voted
to reject the Plan and are not expected to be subject to the
"cramdown" provisions. Resolution of reorganization issues
regarding these subsidiaries is not necessary for the Company to
proceed with confirmation of the Plan with respect to its U.S.
and Canadian parent companies and the vast majority of its 815
subsidiary companies.

Paul Houston, President and Chief Executive Officer of The
Loewen Group, said: "With the level of support we have obtained,
we are looking forward to competing once again without the
burden of bankruptcy. Emergence will help us to achieve our full
potential as an excellent operating company committed to
providing the best possible service to our customer families. It
will be a real boost for all of our people, who have done a
great job during what has been a lengthy and difficult period."

If the Plan of Reorganization is confirmed by the Bankruptcy
Court, the Company will seek recognition of the confirmation
order by the Ontario Superior Court of Justice, which presides
over the Company's parallel proceedings under the Canadian
Companies' Creditors Arrangement Act. Once the necessary court
approvals are obtained, the Company estimates that a period of
approximately one month will be required to make final
arrangements before it emerges from bankruptcy protection.

The Loewen Group Inc. currently owns or operates 896 funeral
homes and 318 cemeteries across the United States and Canada,
and 32 funeral homes in the United Kingdom. The Company employs
approximately 10,000 people and derives approximately 90 percent
of its revenue from its U.S. operations.


MEDICALOGIC: Working with Lazard to Evaluate Asset Sales
--------------------------------------------------------
MEDICALOGIC/MEDSCAPE, INC. (NASDAQ: MDLI), a leading provider of
digital health record applications and online medical
information, announced financial results for the quarter ended
September 30, 2001.

Gross revenues totaled approximately $7.8 million, a sequential
decrease of 29 percent from second quarter 2001 revenues of
$11.0 million and a decrease of 36 percent from third quarter
2000 revenues of $12.1 million. The Company's adjusted operating
loss from continuing operations was approximately $9.0 million,
improving by 22 percent from approximately $11.5 million from
the second quarter of 2001. Adjusted operating loss excludes
depreciation and amortization of approximately $55.0 million,
restructuring charges of approximately $2.2 million and net
impairment charges of approximately $323.9 million. The
restructuring charge relates to a work force reduction plan
announced in July and the non-cash impairment charge related
primarily to goodwill. Reported net loss from continuing
operations was $390.0 million. The Company ended the quarter
with approximately $13.6 million in cash and short-term
investments.

"While the third quarter was a difficult one for the Company, we
are pleased to report that despite lower than expected revenues,
we once again efficiently managed cash consumption and ended the
quarter with a higher than expected ending cash balance," stated
Donald A. Bloodworth, chief financial officer and recently-
appointed chief operating officer. "Our emphasis on controlling
costs and the implementation of the work force reduction plan
announced in July has continued to provide a solid foundation
for continuing expenditure control. Operating expenses for the
quarter were approximately $4 million better than expected.
Revenue for the quarter fell short of expectations due largely
to customer's concerns over the Company's financial condition
and from the economic reaction to events that occurred on
September 11th. The uncertainty surrounding the ultimate outcome
of the Company's announced strategic options process also played
a significant role in the decline in revenues during the
quarter. The tragic events of September occurred during the last
month of the quarter, which historically has been the month most
of the Company's quarterly business is transacted. Through its
strategic options process, the Company remains committed to
providing the best possible return for our investors and
customers. We are continuing to work closely with Lazard Freres
& Co. LLC, our financial advisor, in the evaluation of a sale of
either one or both of the Company's remaining segments. We are
very pleased with the progress we have made on these efforts
during the quarter despite the extension of our process time
line subsequent to September 11th. We hope to have additional
positive information to report in the near future," concluded
Bloodworth.

Adoption of MedicaLogic/Medscape, Inc.'s digital healthcare
products and services continued to increase during the quarter.
Total clinician use of the Company's suite of digital health
record products increased to over 152,000 users, a 17 percent
increase over the second quarter levels of approximately
130,000. This increase was driven by approximately 21,600 U.S.
physicians and healthcare professionals who registered and
downloaded applications from the Medscape Mobile suite during
the quarter, bringing total users to nearly 125,000. Clinician
users of Logicianr, the Company's full-featured electronic
medical record system, totaled approximately 13,500 at September
30, 2001, an increase of 6 percent from the second quarter.
Users of the Company's Internet-based digital health record
products totaled over 13,900, up approximately 3 percent from
the second quarter. The total number of patient digital health
records managed using MedicaLogic/Medscape, Inc.'s DHR
applications exceeded 15.9 million at the end of the quarter,
representing an increase of 6 percent sequentially.

The Company's Web properties, Medscape.com and
MedscapeHealth.com, remain leading Web sites for medical
professionals and consumers seeking timely, relevant and
authoritative healthcare information. Total registered users of
the Company's Internet portals increased over seven percent
during the second quarter to nearly 4.0 million worldwide, with
675,000 registered physicians, 1.9 million registered allied
healthcare professional users and 1.4 million registered
consumers. Medscape.com continues to be the leading online
publisher of accredited continuing medical education (CME)
activity in the country with healthcare professionals completing
nearly 48,500 CME hours during the third quarter, an 87 percent
increase over the same period in 2000.

"These are turbulent times for the Company as well as the
country," stated Mark Leavitt, MD, PhD, chairman and acting
chief executive officer of MedicaLogic/Medscape, Inc. Leavitt
continues, "The tragic events of September 11 have brought to
the forefront the absolute necessity of quick, reliable access
to medical information in an emergency. In addition, the
physical safeguarding of critical medical documents to survive
any type of disaster, whether man-made or natural, has never
been more important. While there is an increased awareness of
the need for digital healthcare applications, the Company's
current financial situation has caused potential customers to
delay purchases of these applications until the Company's
financial status is more secure. During this time of
uncertainty, MedicaLogic/Medscape, Inc. is committed to focusing
on its core strengths and continually working to create value
for our customers, investors and the healthcare system as a
whole."

Medscape (NASDAQ: MDLI) is a leading provider of digital health
records and online medical information. The Company delivers
patient-centered, clinical healthcare data and medical
information to healthcare professionals and consumers wherever
that information is needed. The core of Medscape's product
portfolio is the industry-leading Digital Health Record (DHR).
DHR applications and services are an integral part of the
practice of medicine and are used every day by physicians and
consumers across the country.

Medscape's DHR enables physicians to access patient information,
share data with existing systems, communicate among practice
members and capture and store quantifiable data for patient-by-
patient or population-based studies. The DHR also enables
practice sites to interact with their patients electronically to
answer questions, schedule appointments and address personal
health concerns, while offering consumers private access to
their medical records and related disease management information
and services. More than 15 million patients now have digital
records hosted on Medscape systems. Medscape is also the leading
source of peer-reviewed medical information and continuing
medical education on the Web. Nearly 4.0 million members,
including 675,000 registered as physicians and approximately 1.9
million registered as allied health professionals, use
Medscape.com for immediate access to research, recent
developments and information to guide their practices and
support patient care. Approximately 1.4 million registered
consumers have also come to rely on Medscape for health
information.

The integration of Medscape's authoritative Web sites with the
breadth of its clinical applications and products, strengthen
the physician-patient relationship at -- and beyond -- each
encounter, resulting in a positive impact on healthcare costs,
efficiencies, safety and outcomes. The merger of MedicaLogic,
Inc. and Medscape, Inc. in May 2000 formed MedicaLogic/Medscape,
Inc., d/b/a Medscape. The Company, headquartered in Hillsboro,
Oregon, currently employs approximately 365 people.

Medscape, MedicaLogic, and Logician are registered trademarks of
MedicaLogic/Medscape, Inc. in the United States. Other product
and brand names are trademarks of their respective owners.

At September 30, 2001, the company had cash and short-term
investments amounting to $13.6 million, and net accounts
receivable of almost $6 million. Total assets shrunk to $124
million in September from close to a billion-dollar mark at the
end of last year. On the other hand, current liabilities totaled
$26 million, while total stockholders' equity dropped to $87
million, as a result of accumulated deficit ballooning to $1.2
billion.


NET SHEPHERD: Intends to Sell All Assets & Consolidate Shares
-------------------------------------------------------------
Net Shepherd Inc. (CDNX - WEB) will hold its annual and special
meeting of shareholders at the Westin Hotel, 320 - 4th Avenue
S.W., Calgary, Alberta, at 10:00 a.m. (Calgary time) on Monday,
December 10th, 2001. Notice of the meeting, an information
circular and proxy materials have been mailed to all
shareholders of record as of November 2, 2001. The meeting will
be held to receive the annual financial statements, elect
directors, appoint auditors, approve the sale of FinTech shares,
approve a share consolidation and name change and approve the
repricing of stock options.

At the meeting, shareholders will be asked to consider approving
the sale of all of the common shares in the capital of FinTech
Solutions Ltd. owned by Net Shepherd to ePoint Technologies
Inc., a private company at arm's length to Net Shepherd, for
$0.11 per FinTech share. FinTech develops proprietary products
and applications for companies' mobile workforces and is
publicly traded on the Canadian Venture Exchange (CDNX).

This sale will constitute a sale of all or substantially all of
the assets of Net Shepherd and is subject to shareholder and
CDNX approval. The proceeds from the sale of the FinTech shares
will be used to acquire a new business which has not yet been
identified. CDNX requires that within 90 days of the date of the
meeting, Net Shepherd must submit a plan identifying the new
business it will acquire.

Further, shareholders will be asked to consider approving the
consolidation of the Common Shares on a ten for one basis and,
in connection with the consolidation, approve a change of Net
Shepherd's name. As of November 2, 2001, 69,846,167 Common
Shares of Net Shepherd were issued and outstanding. After the
completion of the cancellations of 14,645,657 Common Shares
pursuant to a restructuring transaction with Vanenburg Group BV
disclosed on July 6, 2001, 55,200,510 Common Shares will be
issued and outstanding.

Such cancellations are expected to occur prior to the date of
the meeting and are subject to the final approval of CDNX. After
the consolidation approximately 5,520,051 Common Shares will be
issued and outstanding. The share consolidation and name change
is subject to shareholder and CDNX approval.


OUTBOARD MARINE: Court Fixes Nov. 30 Bar Date for Admin. Claims
---------------------------------------------------------------
                  UNITED STATES BANKRUPTCY COURT
             FOR THE NORTHERN DISTRICT OF ILLINOIS
                       EASTERN DIVISION

IN RE:                           )       Chapter 7
                                 )       Case No. 00 B 37405
OUTBOARD MARINE                  )
CORPORATION, et al.,             )       (Jointly Administered)
                                 )       Hon. Ronald Barliant
             Debtors.            )       Alex D. Moglia, Trustee

                      NOTICE OF CHAPTER 11
               ADMINISTRATIVE EXPENSE CLAIM BAR DATE
               -------------------------------------

     YOU ARE HEREBY NOTIFIED that the United States Bankruptcy
Court for the Northern District of Illinois has set November 30,
2001 as the bar date for all chapter 11 administrative expense
claims in the above captioned cases.  Requests for payment of an
administrative expense must be filed pursuant to 11 U.S.C. ss
503 with the Clerk of the Bankruptcy Court, 219 South Dearborn,
Room 710, Chicago, Illinois, 60604.  If you have already filed a
request for payment of an administrative expense, there is no
need to file an additional request.  Please direct all inquiries
to Steven B. Towbin, Kathleen H. Klaus or Jeremy C. Kleinman,
D'Ancona & Pflaum, LLC, 111 East Wacker Drive, Chicago, IL
60601, (312) 602-2000.


PANTHER TELECOMMS: Auditors Casts Doubt on Ability to Continue
--------------------------------------------------------------
According to the accounting firm of Feldman Sherb & Co., P.C.,
of New York City, auditors for Panther Telecommunications
Corporation, Panther Telecommunication has incurred a net loss
of approximately $134,000 for the period from September 1, 2000
(inception) through May 31,  2001.

Additionally, the Company had a working capital deficiency and a
stockholders' deficiency of approximately $165,000 and $125,000,
respectively, at May 31, 2001. In their letter to the Company
dated September 21, Feldman Sherb & Co., P.C., state that these
conditions raise substantial doubt about the Company's ability
to continue as a going concern.

The Company's Statement of Operations for the period from
September 1, 2000 (inception) through May 31, 2001 shows revenue
of $ 3,771,811.  However, cost of revenues was $ 3,473,934.
With selling, general and administrative expenses of $ 421,741
and interest expense of  $ 10,000, the resulting net loss was $
133,864.


POLAROID CORP: Retains Zolfo Cooper as Bankruptcy Consultant
------------------------------------------------------------
Polaroid Corporation seeks to retain Zolfo Cooper LLC as
bankruptcy consultant and special financial advisor to assist
them in restructuring their business and developing, negotiating
and confirming a plan of reorganization.

Neal D. Goldman, EVP and Chief Administrative Officer of
Polaroid Corporation, explains that the Debtors selected Zolfo
Cooper because of the firm's experience at a national level in
matters of this character and its exemplary qualifications to
perform the services required in this case.  Zolfo Cooper
specializes in assisting and advising debtors, creditors,
investors and court-appointed officials in bankruptcy
proceedings and out-of-court workouts, Mr. Goldman relates.
Zolfo Cooper has been retained in numerous nationally prominent
bankruptcy proceedings, Mr. Goldman adds.

The Debtors will look to Zolfo Cooper to:

    (a) Advise and assist management in organizing the Debtors'
        resources and activities so as to effectively and
        efficiently plan, coordinate and manage the chapter 11
        process and communicate with customers, lenders,
        suppliers, employees, shareholders and other parties in
        interest;

    (b) Assist management in designing and implementing programs
        to manage or divest assets, improve operations, reduce
        costs and restructure as necessary;

    (c) Advise the Debtors concerning interfacing with Official
        Committees, other constituencies and their
        professionals, including the preparation of financial
        and operating information required by such parties
        and/or the Bankruptcy Court;

    (d) Advise and assist management in the developing of a plan
        of reorganization and underlying business plan,
        including the related assumptions and rationale, along
        with other information to be included in the Disclosure
        Statement;

    (e) Advise and assist the Debtors in forecasting, planning,
        controlling and other aspects of managing cash and
        obtaining DIP financing;

    (f) Advise the Debtors with respect to resolving disputes
        and otherwise managing the claims process;

    (g) Advise and assist the Debtors in negotiating a plan of
        reorganization with the various creditor and other
        constituencies;

    (h) As requested, render expert testimony concerning the
        feasibility of a plan of reorganization and other
        matters that may arise in the case;

    (i) Provide such other services as maybe required by the
        Debtors.

Steven G. Panagos, a member of the Zolfo Cooper firm, advises
the Court that all the services Zolfo Cooper will provide to the
Debtors will be:

    (i) at the request of the Debtors,

   (ii) appropriately directed by the Debtors so as to avoid
        duplicative efforts among the professionals retained in
        the case, and

  (iii) performed in accordance with applicable standards of the
        accounting profession.

According to Mr. Panagos, Zolfo Cooper has received a retainer
from the Debtors in the amount of $500,000 less application of
any outstanding pre-petition fees and expenses.  Mr. Panagos
lists the billing rates for Zolfo Cooper professionals who may
be assigned to the case:

        Principals / Members                $475 - $625
        Professional Staff                  $150 - $475
        Support Personnel                   $ 75 - $200

Zolfo Cooper charges its clients only for reasonably incurred,
out-of-pocket expenses associated with an assignment, Mr.
Panagos adds.

Mr. Panagos informs the Court that certain partners and
principals of Zolfo Cooper control, through limited
partnerships, CFL Capital, LLC.  According to Mr. Panagos, the
limited partners consist of large financial institutions, funds
and sophisticated individual investors and investment trusts
that may own interests in or otherwise be connected to the
Debtors and other parties in interest in these cases.

Nevertheless, Mr. Panagos assures Judge Walsh, none of the
members or employees of Zolfo Cooper holds or represents any
interest adverse to the Debtors, their creditors, other parties
in interest herein, or the United States Trustee. (Polaroid
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


POWERBRIEF INC: First Creditors' Meeting Set for November 19
------------------------------------------------------------
PowerBrief Inc. (OTCBB:PWRB), filed a petition on Oct. 2, 2001,
for reorganization under Chapter 11 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division under case number 01-40795. The first meeting
of creditors is scheduled to be held on Nov. 19, 2001, at 11 am
at 515 Rusk Ave. Suite 3401, Houston, Texas 77002.

PowerBrief is currently formulating a plan of reorganization to
be filed with the Bankruptcy Court. No trustee, receiver or
examiner has been appointed, and PowerBrief plans to act as a
debtor-in-possession while being subject to the supervision and
orders of the Bankruptcy Court. PowerBrief has reduced its
personnel to only key employees needed to reorganize the company
and has initiated a cash preservation and cost reduction plan to
reduce corporate overhead expenditures.

As of Oct. 15, 2001, Wade Bennett, vice president of business
development and co-founder, resigned from the company and is
pursuing other interests. Effective Nov. 9, 2001, James C. Green
has submitted his resignation as chief executive officer. Ernie
Rapp, executive vice president will oversee the development of
the plan of reorganization. Effective, Nov. 1, 2001, Ernst &
Young LLP resigned as the auditor of the financial statements of
PowerBrief Inc.

PowerBrief Inc. (OTCBB:PWRB) serves the legal community by
providing a secure, Internet-based platform for tightly
integrated case management, including document and discovery
management. PowerBrief features a suite of applications that
dramatically improve collaboration, efficiency, risk management
and client advocacy. Additional information about PowerBrief can
be found at the company's Web site, http://www.PowerBrief.comor
by calling 800/490-9041.


SAFETY-KLEEN: Court Approves Gray Cary's Engagement as Counsel
--------------------------------------------------------------
Safety-Kleen Corporation and its related and affiliated Debtors
obtained Judge Peter Walsh's approval and authority to employ
the law firm of Gray Cary Ware & Freidenrich as special
litigation counsel to the Debtors, effective as of June 9, 2000,
the Petition Date, to continue to represent the Debtors under
engagement letters dated January 23, 1995, and November 7, 2000.

As approved, Gray Cary is authorized to continue to represent
SKC and Buttonwillow in administrative appeals filed with the
State of California by Catherine Congrave Palla and Laidlaw
Environmental Services Local Assessment Committee, along with
Jeff Roberts, Michael Saltz, Eduardo Montoya, and Dennis Palla
under the Tanner Act, and in any subsequent lawsuit under the
Tanner Act in a state court, and to continue that representation
postpetition. (Safety-Kleen Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


SUN HEALTHCARE: Court Okays Settlement Agreement with Abbott
------------------------------------------------------------
Prior and after the Petition Date, Sun Healthcare Group, Inc.
and Abbott Laboratories,  Inc. engaged in business transactions
whereby Abbott provided goods and  services to the Debtors. The
Debtors claimed they were owed credits and  payments from Abbott
and Abbott claimed it was owed payments from the  Debtors
arising from these business transactions. The Debtors and Abbott
each disputed the amounts owed between them. In an attempt to
resolve the dispute so as to avoid the costs and uncertainties
of litigation, the  parties exchanged information and
documentation and reached a settlement agreement.

The settlement provides for the payment by Abbott of
$772,000.00. Upon  receipt of that payment, the Debtors shall
release and discharge all claims  against Abbott for any matter
arising from any cause prior to February 17,  2001. Abbott shall
also release and discharge the Debtors for any and all  matters
from any cause prior to February 17, 2001.

At the Debtors' behest, Judge Walrath approved the settlement.
(Sun Healthcare Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


TRANS WORLD: Seeks Extension to Removal Period until April 10
-------------------------------------------------------------
Trans World Airlines, Inc. asks the US Bankruptcy Court of the
District of Delaware for more time within which to file notices
of removal of related proceedings by approximately six months.

The extended date requested will be on April 10, 2002, or thirty
days after entry of an order terminating the automatic stay with
respect to the particular action sought to be removed.

The Debtors are parties to actions currently pending in the
courts of various state and federal courts. The Debtors and
their professionals have been extremely preoccupied with matters
relating to their operations, the administration of their cases,
the sale of substantially all of their assets to American, and
most recently, negotiating and entering into settlements
regarding three different tranches of publicly held secured
bonds. As a result, the Debtors have not had an opportunity to
fully investigate their involvement in the Prepetition Actions
or to determine which of the Prepetition Actions if any, should
be removed.

Until a full assessment of the Prepetition Actions can be made,
the Debtors will be unable to determine the optimal handling of
those actions to yield the maximum recovery for their creditors.

Accordingly, the Debtors believe that it is prudent to seek an
extension to protect their right to remove those Prepetition
Actions.

The extension sought will afford the Debtors an additional
opportunity to make fully informed decisions concerning removal
of each Prepetition Action and will assure that the Debtors do
not forfeit valuable rights.

Trans World Airlines filed for chapter 11 protection on January
10, 2001 in Delaware Bankruptcy Court, before AMR bought its
assets and formed TWA Airlines LLC, whose operations are being
combined with those of American. TWA serves more than 160 cities
in North America, the Caribbean, Europe, and the Middle East.
James H.M. Sprayregen, Esq. at Kirkland & Ellis and Laura Davis
Jones, Esq. at Pachulski, Stang, Ziehl, Young & Jones represent
the Debtors in their restructuring effort.


VIASYSTEMS: S&P Cuts Corporate Credit & Bank Loan Ratings to B-
---------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating and bank
loan ratings on Viasystems Group Inc. to single-'B'-minus from
single-'B'-plus and lowered its subordinated debt ratings to
triple-'CCC' from single-'B'-minus. Ratings are removed from
CreditWatch, where they were placed on July 25, 2001.

The outlook is negative.

The downgrade is based on deteriorating operating performance,
driven largely by a severe downturn in demand in
telecommunications and networking end markets, leading to very
weak credit measures. The rating action incorporates the
challenges of rationalizing operations as sales decline,
responding to mounting pricing pressure in printed circuit board
industry, and managing significant customer concentration.

Ratings reflect a highly leveraged financial profile partially
offset by a customer base of leading original equipment
manufacturers (OEMs) and expanding manufacturing capacity in
low-cost locations in Asia. St. Louis, Missouri-based
Viasystems, which was formed in 1996, has grown through a series
of acquisitions to become a major provider of printed circuit
boards, backpanels and electronic manufacturing services for
OEMs.

Sales fell by more than one-third and profitability by almost
three-quarters in the third quarter of 2001 from the like period
in 2000. End-market demand in the communications industry
remains weak, and therefore sales and profitability are likely
to remain depressed over the near term. Conditions in the
printed circuit board market are severely depressed with printed
circuit board (PCB) sales falling nearly 60% from similar period
in 2000.

Still, management's rationalization efforts should stem any
further decline in operating performance. Management implemented
a series of aggressive restructuring actions that reduce
staffing and capacity by more than 25% and lowered the cost
structure associated with Viasystems' high fixed cost PCB
operations. In addition, efforts to realign the company's
manufacturing operations by relocating business to lower-cost
regions in China should help offset difficult industry
conditions that are likely to persist into 2002.

Operating margins, which were in the 16%-18% range, are likely
to be in the 4%-6% range in the near term, due to low capacity
utilization and lagging end-market demand. Despite
rationalization efforts, operating margins are likely to remain
pressured over the foreseeable future. Viasystems has just
over $1.1 billion in debt. Credit measures are marginal, as debt
to EBITDA is likely to be more than 9 times for 2001. EBITDA
coverage fell to just above 1x for the nine months ended Sept.
30, 2001, from nearly 3x in 2000 and current-quarter run rate
metrics are even weaker. The company severely curtailed capital
expenditures and improved working capital management in 2001 to
generate modest operating cash flow for the first nine months.
Financial flexibility is limited to availability of just over
$115 million on its $150 million revolving credit facility.
Near-term maturities on its term loans are modest.

                       Outlook: Negative

Ratings are likely to be lowered unless management's
restructuring efforts improve operating performance in the near
term.


VIZACOM INC: Restructures $1.5MM of Debts in Third Quarter
----------------------------------------------------------
Vizacom Inc. (Nasdaq: VIZY), a provider of professional internet
and technology solutions, announced results for the third
quarter and nine months ended September 30, 2001.

For the quarter ended September 30, 2001, the Company reported a
50% reduction in its net loss to $1.3 million compared to a net
loss of $2.6 million during the third quarter of 2000. For the
nine months ended September 30, 2001, the net loss was $2.6
million a 61% reduction, compared to a net loss of $6.7 million
for the corresponding period in 2000.

For the quarter and nine months ended September 30, 2001, the
Company's pro forma loss from continuing operations was reduced
to approximately $500,000 and $1.7 million, respectively,
excluding approximately $800,000 and $2.5 million, respectively,
in non-recurring expenses relating to its 2001 restructuring,
amortization, and depreciation and other non-cash charges.

For the quarter ended September 30, 2001, the Company's
continuing operations reported revenues of $1.9 million, a
decrease of 56% from revenues of $4.3 million in the third
quarter 2000. For the nine-months ended September 30, 2001,
revenues from the Company's continuing operations increased 7%
to $10.6 million from $9.9 million in the nine months ended
September 30, 2000. Revenues from continuing operations for the
2000 nine month period are comprised of revenues of Vizy
Interactive New York after February 15, 2000, and revenues of
PWR Systems after March 27, 2000, the dates on which Vizacom
acquired these entities. Revenues in the 2001 nine month period
declined 27% from 2000 nine month period pro forma revenues of
$14 million, assuming that Vizacom's continuing operations had
been acquired on January 1, 2000.

"Our results of operations for the September 30, 2001 quarter
and nine month period are disappointing. Difficulties in
obtaining adequate financing for our PWR subsidiary, the effects
of September 11, as well as a weak economic environment have all
adversely affected our results of operations. We have achieved
significant improvement in our pro forma results of operations,
which exclude non-cash charges, during the three and nine months
ended September 30, 2001, primarily as a result of cost
reductions, despite our credit difficulties. While our receipt
of $450,000 in bridge loans from SpaceLogix Inc. has started to
alleviate some of our capital difficulties and we have
successfully restructured approximately $1.5 million of
liabilities and expenses during the third quarter, we expect
current economic and financial conditions to continue to have an
adverse impact on our business," said Alan W. Schoenbart, vice
president of finance and chief financial officer for Vizacom.

Vizacom Inc. is a provider of comprehensive, professional
internet and technology solutions. Through its Vizy Interactive
New York and PWR Systems subsidiaries, Vizacom develops and
provides to global and top domestic companies a comprehensive
range of service and product solutions, including: business
strategy formation, user experience, e-commerce application
development, creative media solutions, systems development, and
data center services. Vizacom attracts top, established
companies as clients, including: Martha Stewart Living, Verizon
Communications, and Sony Music. Visit http://www.vizacom.com

At September 30, 2001, the company had total current assets of
$2.5 million, and total current liabilities of around $6
million.


VLASIC FOODS: Panel Wins Approval of Jefferies' Engagement Terms
----------------------------------------------------------------
Having considered the application of the Official Committee of
Unsecured Creditors of Vlasic Foods International, Inc., William
Derrough's affidavit, and the United States Trustee's objection,
Judge Walrath finally put her stamp of approval on the
Committee's retention of Jefferies & Company as financial
advisor.

Judge Walrath approved the compensation and expense
reimbursement scheme outlined in the engagement letter,
including Jefferies' monthly fee of:

        Period                               Monthly Fee
        ------                               -----------
        March 15, 2001 - April 15, 2001       $150,000
        Each of the subsequent 3 months        120,000

The U.S. Trustee's objection is deemed withdrawn, Judge Walrath
adds. (Vlasic Foods Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


W.R. GRACE: Signs-Up Steptoe & Johnson as Special Tax Counsel
-------------------------------------------------------------
W. R. Grace & Co. and its debtor-affiliates ask Judge Farnan to
authorize and approve their employment of Steptoe & Johnson as
their special tax counsel. The Debtors describe Steptoe as their
"longtime legal advisors with respect to tax law and tax
litigation," telling Judge Farnan that Steptoe will advise the
Debtors' senior management, corporate counsel, and the Debtors'
board of directors with respect to taxation of the Debtors'
corporate-owned life insurance policies.  This advice will
include strategies involving responses to audits by the Internal
Revenue Service and possible litigation with the United States
regarding the tax treatment of, and tax deductions with respect
to, the Debtors' corporate-owned life insurance policies.
Steptoe's representation will also include such of the foregoing
matters as may be included in a plan of reorganization.

The IRS has assessed tax deficiencies against the Debtors with
respect to interest deductions claimed by the Debtors in
connection with their corporate-owned life insurance policies in
amounts in excess of $10 for the tax years 1990-1992.  The IRS
is currently auditing The Debtors' 1993-1996 tax years.  This
audit is expected to result in deficiencies exceeding those
assessed for the 1990-1992 tax years for an aggregate amount in
excess of $20 million.

The Debtor advises that Steptoe has already begun document
review and preparation in anticipation of tax litigation with
regard to the life insurance policies and estimates the amount
in controversy at $20 million.  The Debtors tell Judge Farnan
that they believe that the business disruption and duplicative
costs of obtaining other counsel at this time would be extremely
harmful to them and these estates.

Specifically, the Debtors seek to retain Steptoe, subject to the
review and order of Judge Farnan, to:

       (a) Advise the Debtors, their counsel and their board of
directors with respect to tax issues involved in the retention
and use of the Debtors' corporate-owned life insurance policies,
particularly in light of the IRS's nationwide audit of such
insurance products, and the likelihood that litigation with
respect to the taxation of these corporate assets will ensue;

       (b) Act as counsel for the Debtors and any related
parties in litigation involving the Debtors' tax strategy and
deductions in connection with corporate-owned life insurance;
and

       (c) Such other related services as the Debtors may deem
necessary or desirable.

The Debtors propose to compensate Steptoe on an hourly basis at
its customary rate for services rendered.  The primary members
of Steptoe who will be handling these matters, and their current
hourly rates, are:

          Attorney                   Hourly Rate
          --------                   -----------
         Arthur Bailey                   $445
         J. Walker Johnson               $415
         Anne E. Moran                   $350

These hourly rates are adjusted from time to time to reflect
economic and other factors.  Based on the complexity of the
issues involved and the amount of tax liability at stake, the
Debtors warn that they believe these issues will necessarily
require the services of experienced senior partners such as
Messrs. Bailey and Johnson and Ms. Moran.  Accordingly, the
Debtors believe that the staffing and hourly rates described are
reasonable and should be approved. (W.R. Grace Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WAREFORCE: Deutsche Financial Extends Inventory Financing Pact
--------------------------------------------------------------
Wareforce.com Inc. (WFRC) announced that its wholly owned
operating subsidiary, Wareforce Inc., has obtained an extension
of its inventory financing facility provided by Deutsche
Financial Services through May 31, 2002.

The term of this extension is now consistent with the extension
previously received on the company's primary working capital
facility provided by Congress Financial Corp. (Western).

In conjunction with obtaining this extension from DFS, the
company's credit line with Congress will be reduced from $20
million to $18 million. This decrease was outlined in the
company's restructuring plan.

In other news, the company also announced that it has completed
the divestiture of its Kennsco Response Services division, based
in Minneapolis. The division was acquired by a group of that
division's management for consideration consisting of cash, a
fixed note and a note contingent on the division's future
performance. The amount of consideration and other terms were
not disclosed. This transaction completes the divestitures of
select portions of the company outlined in the company's
previously announced restructuring plan, implemented in May
2001.

Jim Illson, Wareforce Inc.'s president and chief executive
officer, commented, "Obtaining the extension of our inventory
financing facility and completing the Kennsco divestiture
represent the continuation of important achievements in the
implementation of the restructuring plan, designed to return
Wareforce to profitability. The company has now been reorganized
around its core business, as a high value-added technology
solution provider located in Southern California.

"Although we still have more hard work to do to complete our
restructuring, our core business has been profitable since
August. To date, we have successfully met all of the key
milestones mapped out in our restructuring plan."

Orie Rechtman, Wareforce.com Inc.'s chairman and CEO, also
commented, "I am very pleased with Wareforce's accomplishments
over the past four months. Obtaining this financing extension
is, we believe, a vote of confidence by our senior lenders in
our restructuring plan and our progress implementing this plan
to date.

"The DFS facility provides a key component of our working
capital financing, which is required to fuel the company's
growth and expanded profitability. With the financing secured
and with the divestiture of the final component of the
reorganization, we can now better focus on our core competencies
going forward."

Founded in 1989, Wareforce is a high value-added technology
solutions provider, offering a wide range of technical products
and support services to Fortune 1000 and mid-sized corporations
as well as to educational and governmental institutions.

In addition, Wareforce provides product fulfillment and work
flow management via the company's proprietary OpsTRACK
technology that streamlines supply chain management and permits
Wareforce customers immediate access to online inventories of
more than 140,000 IT products from 900 manufacturers, and the
company offers enterprise systems technologies and support
through certified partnerships with such manufacturers as
Compaq, Cisco, Hewlett Packard, IBM and Microsoft.

Wareforce has headquarters in El Segundo, in the greater Los
Angeles area, and post-restructuring annualized revenues
totaling approximately $110 million. Additional information is
available on the Web at http://www.wareforce.com ; however,
such information may not yet fully reflect the changes announced
in this news release.


WARNACO GROUP: Gets Approval to Hire FTI as Accountants
-------------------------------------------------------
The Warnaco Group, Inc. obtained the Court's authority to retain
and employ FTI Consulting, Inc., as their accountants, effective
as of September 24, 2001.  FTI Consulting will primarily assist
the Debtors' special counsel, Dewey Ballantine.

FTI's fees shall be subject to a cap of $175,000, Judge Bohanon
ruled, without prejudice to the Debtors' right to seek an
increase in the cap upon application to the Court. (Warnaco
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


WASHINGTON GROUP: Reaches Agreement with Creditors on Reorg Plan
----------------------------------------------------------------
Washington Group International, Inc. announced that an agreement
has been reached between the steering committees of the
company's secured lenders and unsecured creditors. The agreement
also provides for the settlement of outstanding litigation
between Washington Group and Raytheon Company.

Under terms of the agreement, the company's secured lenders will
receive 80 percent of the primary equity in the newly
reorganized company and $20 million in cash. The company's
unsecured creditors will receive 20 percent of the primary
equity in the newly reorganized company and the right to
purchase, through warrants, up to an additional 25 percent of
the new common stock of the reorganized company over four years
following the effective date of the company's Plan of
Reorganization.

"This agreement provides the framework to complete our financial
restructuring, which includes exit financing and renewed bonding
capacity. We will have a strong balance sheet, a net worth of
approximately $500 million, and no debt except for draws under
the working capital facility," said company President and Chief
Executive Officer Stephen G. Hanks. "During the course of
bankruptcy the company has been able to hold its position as a
leader in the engineering and construction industry's fastest
growing markets. We will emerge with a financial foundation that
ensures we can move forward, build our business and continue to
deliver world-class engineering and construction services to our
clients."

Under the agreement, the company's secured lenders will nominate
six candidates for the Board of Directors in the newly
reorganized company and the unsecured creditors will nominate
two candidates. In addition, Washington Group Chairman Dennis R.
Washington, and current Board members David H. Batchelder and
Stephen G. Hanks will continue to serve on the company's Board
of Directors.

The creditor groups and Mr. Washington also reached an agreement
to ensure Mr. Washington's continuation as Chairman of the Board
for at least two years. Mr. Washington will be granted the right
to purchase, through stock options, up to ten percent of the new
common stock of the reorganized company. In addition, the
agreement allows Mr. Washington to purchase, in open-market or
privately negotiated transactions, new common stock of the
reorganized company, which taken with any common stock purchased
through stock options, would give Mr. Washington up to a 40
percent ownership interest in the reorganized company.

"These agreements, which are subject to Court approval and final
documentation, have the full support of the secured creditors'
steering committee and the unsecured creditors committee. Both
creditor groups and Raytheon have indicated their commitment to
the confirmation process of this amended Plan of
Reorganization," said Mr. Hanks.

In addition, the agreement also provides for mutual releases
between Washington Group and Raytheon Company regarding claims
against one another related to Washington Group's acquisition of
Raytheon Engineers & Constructors.

Confirmation Hearings in the U.S. Bankruptcy Court for the
District of Nevada in Reno were adjourned last week to
facilitate negotiation of the agreement.

Washington Group International, Inc., is a leading international
engineering and construction firm with more than 30,000
employees at work in 43 states and more than 35 countries. The
company offers a full life-cycle of services as a preferred
provider of premier science, engineering, construction, program
management, and development in 14 major markets.


WASHINGTON GROUP: Inks Deal with Raytheon to End Litigation
-----------------------------------------------------------
Raytheon Company (NYSE: RTN) announced that it has reached an
agreement in principle that will end all pending litigation
between Raytheon and Washington Group International Inc. (WGI).

Under terms of the proposed settlement and release agreements,
the purchase price adjustment process, the matters in
arbitration, and the fraudulent transfer lawsuit filed by WGI
would all be dismissed and neither party would pay any amounts
to the other in settlement of outstanding claims.

"With this dispute behind us, Raytheon can now focus its energy
and attention on its core businesses," said Neal Minahan, senior
vice president and general counsel of Raytheon.  "It has been
our position all along that a reorganization plan that was fair
and that met the legitimate concerns of all of WGI's creditors
would be supported by Raytheon.  The proposed agreement we've
reached is consistent with those goals."

As part of the proposed settlement arrangements, Raytheon would
drop its claims that had been pending against WGI's bankruptcy
estate.  Raytheon also would have some protections against
future defaults by WGI, including a right to be reimbursed for
any costs incurred by Raytheon for guaranteed projects assumed
by WGI as part of its plan of reorganization.

With headquarters in Lexington, Mass., Raytheon Company is a
global technology leader in defense, government and commercial
electronics, and business and special mission aircraft.


WHEELING-PITTSBURG: Parent Post Third Quarter Net Loss of $161MM
----------------------------------------------------------------
WHX Corp. (NYSE: WHX) reported a net loss of $4.5 million, on
sales of $161.4 million, for the third quarter of 2001 compared
with a net loss of $21.1 million, on sales of $459.9 million
(which included $279.5 million of WPC Group sales) for the third
quarter of 2000.  After deducting accruals for preferred
dividends, net loss per common share was $.61 for the third
quarter of 2001 compared with $1.84 net loss per common share
for the third quarter of 2000.

On November 16, 2000, one of the Company's wholly owned
subsidiaries, Wheeling-Pittsburgh Corporation (WPC), and its
subsidiaries, filed petitions seeking reorganization under
Chapter 11 of the United States Bankruptcy Code. As a result of
the Bankruptcy Filing, the Company has, as of November 16, 2000,
deconsolidated the balance sheet of WPC and its subsidiaries.
As a result of the deconsolidation, the consolidated balance
sheets at September 30, 2001 and December 31, 2000 do not
include any of the assets or liabilities of WPC and its
subsidiaries, and the accompanying September 30, 2001
consolidated statement of operations excludes the operating
results of WPC.

The Bankruptcy Filing and the deconsolidation of WPC as of
November 16, 2000 affect comparisons between the three and nine-
month periods ended September 30, 2001 and the comparable
periods of 2000.

              Operating Results and Other Income

For the third quarter of 2001, operating income was $4.5
million, compared to an operating loss of $5.5 million in the
third quarter of 2000.

Operating income from the Handy & Harman segments declined from
$14.5 million in 2000 to $5.9 million in 2001.  These quarterly
results are consistent with the weak economic conditions in
certain markets, including the automotive, telecommunications,
and other general industrial sectors.  The Unimast segment
reported an increase in operating income from $2.8 million in
the third quarter 2000 to $4.4 million in the third quarter of
2001.

Effective July 1, 2001 this segment includes Pittsburgh Canfield
Corporation, which contributed $1.0 million in operating income
in the quarter.  Despite lower selling prices this segment was
able to increase operating income through increased volume,
manufacturing efficiencies and reduced raw material costs.
Costs and expenses related to the WPC bankruptcy had a negative
impact on operating expenses at the corporate level.

Other income was $2.1 million for the third quarter 2001
compared to $5.9 million in the third quarter of 2000.

                   Liquidity and Capital

At September 30, 2001, total liquidity, comprising cash, short-
term investments and funds available under bank credit
arrangements, totaled $92.1 million.  At September 30, 2001,
funds available under credit arrangements totaled $48.0 million.


WHELAND MANUFACTURING: Chapter 11 Case Summary
----------------------------------------------
Lead Debtor: Wheland Manufacturing Company, Inc.
             dba Wheland Foundry, Inc.
             200 East Eighth Street
             Chattanooga, TN 37402

Debtor affiliates filing separate chapter 11 petitions:

             North American Royalties, Inc.
             Wheland Foundry, LLC
             Wheland Holding Company, Inc.

Type of Business: Wheland Manufacturing Company, Inc. Formerly
                  known as Wheland Foundry is one of the
                  largest independent producers of cast-iron
                  brake components in the United States. The
                  Company produces nearly a billion brake
                  components since 1945. Almost half of all
                  domestic cars in the United States have at
                  least two WAI-cast components.  That includes
                  everything from cars to trucks to minivans
                  from Ford, General Motors, Chrysler, and many
                  other OEMs.

Chapter 11 Petition Date: November 7, 2001

Court: Eastern District Of Tennessee (Chattanooga)

Bankruptcy Case Nos.: 01-17271 through 01-17274

Judge: R. Thomas Stinnett

Debtors' Counsel: Richard C. Kennedy, Esq.
                  Kennedy, Koontz & Farinash
                  320 N. Holtzclaw Avenue
                  Chattanooga, TN 37404
                  423-622-4535


WINSTAR COMMS: Prepetition Lenders Exempted from Bar Date Order
---------------------------------------------------------------
Winstar Communications, Inc. sought and obtained Court approval
of a Stipulation to establish that neither the Pre-petition
Agent nor any of the Pre-petition Lenders should be required to
file proofs of claim for pre-petition indebtedness or otherwise
comply with the terms and provisions of the Bar Date Order.

The Stipulation provides that:

A. Neither the Pre-petition Agent nor any of the Pre-petition
   Lenders shall be required at any time to file a proof of
   claim against Pre-petition Indebtedness or otherwise comply
   with the terms and provisions of the Bar Date Order.
   However, nothing shall prevent or restrict the Pre-petition
   Agent or any Pre-petition Lender to file one or more proofs
   of claim with respect to pre-petition indebtedness or any
   other interest.

B. The Pre-petition Lenders' claims with respect to the
   pre-petition indebtedness shall be allowed in an amount
   equal to $1,372,033,000 representing pre-petition loans and
   interest plus amounts owing to hedging obligations plus any
   & all claims of the Pre-petition Agent or Lender in respect
   of reasonable fees, expenses owed to the Debtors under
   pre-petition financing documents.

According to Pauline K. Morgan, Esq., at Young Conway Stargatt &
Taylor, in Wilmington, Delaware, tells the Court that the
Stipulation will save the Debtors substantial resources that
would have been used in shouldering the Pre-petition Agent's and
Pre-petition Lenders' costs and expenses incurred in preparing
proofs of claims. (Winstar Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


XO COMMS: Weakened Liquidity Prompts S&P to Junk Ratings
--------------------------------------------------------
Standard & Poor's lowered its ratings on XO Communications Inc.
and unit Concentric Network Corp. The ratings remain on
CreditWatch with negative implications, where they were placed
July 31, 2001.

The downgrade is based on the company's weakened liquidity
position and its inability to provide fourth quarter 2001
guidance because of the economic downturn. Even though the cash
balance as of September 30, 2001, was about $1 billion, this
only funds the company's current business plan into the second
half of 2002. Standard & Poor's had previously anticipated
funding through 2002, but use of about $290 million to
repurchase bonds and preferred stock in the open market
accelerated the funding gap time frame. Furthermore, the company
has retained an investment banking firm to evaluate strategic
alternatives that may be implemented to restructure the balance
sheet.

McLean, Virginia.-based XO Communications provides local, long
distance, and data services to small and midsize business
customers as well as to national enterprise accounts. Through
its acquisition of Concentric Network Corp. in June 2000, the
company has been able to serve more upscale large accounts with
enhanced data services such as Web hosting, virtual private
networks, and high-capacity data network services, including
dedicated wavelength and Ethernet services.

At September 30, 2001, total debt outstanding was about $5.1
billion.

Although third quarter 2001 results reflected an 8% increase in
revenues compared with the second quarter of 2001, this increase
was below the percentage increase experienced in the previous
four quarters due to the economic slowdown and related customer
bankruptcies. EBITDA loss declined in the third quarter to $53.5
million, however, cash flow measures are anticipated to remain
weak near term because of the company's high debt leverage and
the effects of the economy.

    Ratings Lowered and Remaining On Creditwatch Negative

     XO Communications Inc.                TO             FROM
       Corporate credit rating             CCC+           B-
       Senior unsecured debt               CCC-           CCC
       Convertible subordinated debt       CCC-           CCC
       Preferred stock                     CC             CCC-
       Senior secured bank loan            CCC+           B-

     Concentric Network Corp.
       Senior unsecured debt               CCC-           CCC
       Preferred stock                     CC             CCC-


BOND PRICING: For the week of November 12 - 16, 2001
----------------------------------------------------
Following are indicated prices for selected issues:

Amresco 9 7/8 '05             25 - 27(f)
Asia Pulp & Paper 11 3/4 '05  25 - 27(f)
AMR 9 '12                     87 - 89
Bethelem Steel 10 3/8 '03      5 - 7(f)
Chiquita 9 5/8 '04            78 - 80(f)
Conseco 9 '06                 40 - 42
Enron 9 5/8 '03               76 - 80
Global Crossing 9 1/8 '04     15 - 17(f)
Level III 9 1/8 '04           46 - 48
McLeod 11 3/8 '09             28 - 30
Northwest Airlines 8.70 '07   73 - 75
Owens Corning 7 1/2 '05       34 - 35(f)
Revlon 8 5/8 '08              42 - 44
Royal Caribbean 7 1/4 '18     61 - 63
Trump AC 11 1/4 '06           60 - 62(f)
USG 9 1/4 '01                 72 - 74(f)
Westpoint 7 3/4 '05           32 - 34
Xerox 5 1/4 '03               80 - 82

                          *********

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

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