TCR_Public/011113.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, November 13, 2001, Vol. 5, No. 222

                          Headlines

360NETWORKS: Exclusive Plan Filing Period Stretched to Feb. 25
ABRAXAS PETROLEUM: Venture Securities Discloses 6.9% Holding
APPLETON PAPERS: Employees Complete Assets Buyout for $810MM
ARCH WIRELESS: Noteholders Group Files Involuntary Chapter 11
ARCH WIRELESS: Chapter 11 Involuntary Case Summary

ARMSTRONG HOLDINGS: Net Sales in Third Quarter Drop 6.9%
ASSISTED LIVING: September Quarter Net Loss Narrows to $7.3MM
AT HOME: Inks Pact to Sell Certain Assets to InfoSpace for $10MM
BENEDEK COMMS: Default on Senior Sub. Discount Notes Likely
BETHLEHEM STEEL: Gets Approval to Pay $2M of Sales & Use Taxes

BION ENVIRONMENTAL: Exploring Ways to Raise New Operating Funds
BRIDGE INFORMATION: Lays-Out Overview of Joint Liquidating Plan
CANADA 3000: Deloitte Appointed as CCAA Monitor & Bankr. Trustee
CHIQUITA BRANDS: Will File Chapter 11 Petition with Prepack Plan
COMPASS MINERALS: S&P Assigns Low-B Ratings with Stable Outlook

CYBERCASH: Court Confirms First Amended Liquidating Plan
E.SPIRE COMMS: Files Complaints Against Verizon for Unpaid Bills
EXODUS COMMS: Plans to Sell Leased Equipment to Customers
FEDERAL-MOGUL: Gets Court Injunction Against Utility Companies
FIRST UNION-LEHMAN: S&P Affirms Low-B Commercial Trust Ratings

FRUIT OF THE LOOM: Seeks Approval of Berkshire Bidding Protocol
GS INDUSTRIES: Completes Sale of ME Int'l Unit to Chilean Firm
GENSYM: Completes Sale of NetCure to Rocket Software for $2.5MM
GLENOIT CORP: Wants Plan Filing Period Extended to February 3
GREATE BAY: Sees Need for Chapter 11 to Complete Restructuring

INTEGRATED HEALTH: Inks Pact to Sell Unit to HealthTronics
KNOWLES ELECTRONICS: S&P Airs Concern About Decline in Sales
LAIDLAW INC: Buffalo Court Extends Exclusive Period to March 1
LOEWEN GROUP: Net Loss Balloons to $50.8 Million in 3rd Quarter
LOEWS CINEPLEX: Pending Plan Approval, Auditors Express Doubt

LOG ON AMERICA: Engages Laidlaw Global as Restructuring Advisor
METALS USA: Tight Liquidity Prompts S&P's Junk Ratings
NATIONAL AIRLINES: Files Chapter 11 Plan & Disclosure Statement
PNI TECHNOLOGIES: Court Okays Extension of Plan Filing to Feb. 8
POLAROID CORPORATION: Court Deems Utilities Adequately Assured

PSINET INC: Plan Filing Exclusive Period Extended to January 29
RUSSELL-STANLEY: Noteholders to Exchange $150M Notes for Equity
SMART CHOICE: Resolves Loan Covenant Violations with Finova
SULZER MEDICA: Eyes Chapter 11 to Resolve Hip Implant Litigation
SUN HEALTHCARE: Court Okays Stipulation Allowing KeyCorp's Claim

VLASIC FOODS: Court Appoints Official Retiree Committee
W.R. GRACE: Equity Panel Signs-Up Klett Rooney as Local Counsel
WHEELING-PITTSBURGH: K&P Wants Decision on Roll Grinder Contract
WINSTAR COMMUNICATIONS: Hires CFG as Equity Broadcasting Broker
XETA TECHNOLOGIES: Completes Restructuring of Credit Facility

YORK RESEARCH: Inks Standstill Pact with Portfolio Bonds Holders

                          *********

360NETWORKS: Exclusive Plan Filing Period Stretched to Feb. 25
--------------------------------------------------------------
Judge Gropper grants 360networks inc. an extension of their
exclusive periods:

    (a) to file a plan or plans of reorganization through and
        including February 25, 2002; and

    (b) to solicit acceptances of the plan or plans of
        reorganization through and including April 26, 2002.
        (360 Bankruptcy News, Issue No. 12; Bankruptcy       
        Creditors' Service, Inc., 609/392-0900)    


ABRAXAS PETROLEUM: Venture Securities Discloses 6.9% Holding
------------------------------------------------------------
Venture Securities Corporation beneficially owns 6.9% of the
outstanding common stock shares of Abraxas Petroleum by virtue
of their holding of 1,780,123 shares of that Company's common
stock.  Venture has the sole power to vote or direct the vote on
744,884 shares, and the sole power to dispose or to direct the
disposition of 1,780,123 such shares.

Venture Securities Corporation is a registered investment
advisor with over 1200 clients.  Some of its clients hold
Abraxas Petroleum Corporation common stock in their portfolio.
Venture Securities Corporation also holds Abraxas Petroleum
Corporation in its own portfolio.  No one client, nor Venture
Securities Corporation for itself, holds over 5% of the stock
for Abraxas Petroleum Corporation in their account.

Abraxas Petroleum Corporation is a San Antonio-based crude oil
and natural gas exploitation and production company that also
processes natural gas. The Company operates in Texas, Wyoming
and western Canada. The company owns 87% of Canadian firm Grey
Wolf Exploration and plans to buy the rest.

At June 30, 2001, Abraxas Petroleum's total liabilities exceeded
its total assets by $17 million.


APPLETON PAPERS: Employees Complete Assets Buyout for $810MM
------------------------------------------------------------
Employees of Appleton Papers Inc. purchased all the stock of the
manufacturer of specialty coated paper products from its
European parent, Arjo Wiggins Appleton plc, in a transaction
valued at $810 million.  The transaction forms one of the
largest employee buyouts in U.S. corporate history and one of
the largest buyouts this year.

Houlihan Lokey Howard & Zukin, an international investment bank,
acted as exclusive financial advisor to Paperweight Development
Corp., the acquisition vehicle used by the employees to acquire
Appleton.

In the deal, management and non-management employees voted to
transfer $107 million from their 401(a) and 401(k) plans via an
Employee Stock Ownership Plan (ESOP) into Paperweight.  
Paperweight then acquired Appleton. Houlihan Lokey arranged
financing in the form of more than $700 million in bank debt,
bonds and junior capital in support of the employees' $107
million equity investment in the Company.

The deal marks the debut of an innovative buyout model that
substantially outperforms traditional leveraged buyout (LBO)
structures.  It creates a powerful device that enables employees
to compete successfully against outside buyers for the
acquisition of their companies.  Houlihan Lokey, which
originated the new acquisition structure, has been engaged by a
number of other entities interested in using a similar employee-
led buyout strategy.

Paperweight combined an S Corporation structure with an ESOP
equity investment to acquire 100 percent ownership of Appleton.  
This novel structure shelters 100 percent of the company's
earnings from U.S. corporate income tax.

Under Subchapter S of the Internal Revenue Code, an S
Corporation passes its income to its shareholders without paying
federal corporate income taxes or, in many states, state
corporate income taxes.  The shareholders become liable for
their pro-rata share of income taxes on the earnings of the S
Corp company.

As is the case of Appleton, the ESOP, as a benefit plan trust
for company employees' equity ownership, is a tax-exempt entity
under federal tax laws and in many states' jurisdictions.  As a
result, the S Corp does not need to make cash distributions to
the ESOP, as its shareholder, because it is not liable for
income taxes.

The incremental corporate cash flow generated from the tax
distribution savings of an ESOP S Corp structure enables the
company to accelerate its debt repayment or more heavily invest
in corporate opportunities.  Armed with such a structure,
employee-buyers can successfully compete with today's universe
of financial and strategic purchasers and become a viable
divestiture alternative for corporate parents and existing
shareholders.

"We were able to assemble a talented and creative group of
advisors who helped develop a unique financing structure that
enabled the employees of Appleton Papers to buy a very
successful company," said Doug Buth, chief executive officer of
Appleton Papers.

Louis Paone, a managing director of Houlihan Lokey and senior
investment banker in the Appleton deal, noted that the ESOP S
Corp cash flow advantage enabled employees and their financial
partners to compete with other potential offers to purchase
Appleton Papers.

"Wage earners now have an opportunity to be the buyers of choice
and to share in the wealth they create from successful company
operations," Paone said.  "Using this structure, they have the
opportunity to generate comparable investment rates of return to
the sophisticated, multibillion dollar leveraged buyout funds.  
In fact, in many cases, this ESOP S Corp acquisition strategy
will enable the company employees to stand alongside capital
market players as equal investors in a buyout."

In the past, management and ESOP buyouts have tended to be
limited to smaller deals than the overall market for mergers and
acquisitions and far smaller than the Appleton buyout.  The
average ESOP transaction approximated $23 million in 1998, the
most recent year available from annual surveys conducted by The
ESOP Association, a Washington, D.C.-based not-for-profit group.  
Data from Mergerstat, an affiliate service of Houlihan Lokey
that tracks M & A activity, tell the same story.  The average
deal size of a management buyout weighed in at $30 million in
the third quarter and at $68 million year to date.  By
comparison, overall M&A deals reflected an average transaction
value of $353 million in the third quarter of 2001 and $251
million year to date, according to Mergerstat.

The $810 million Appleton deal underscores how this innovative
acquisition strategy empowers employee-buyers, both management
and non-management, to become viable acquirers of their
companies in shareholder/corporate parent divestitures.

Historically, employees have had few opportunities to partner
fully with capital market financing sources.  This is because
attempts to fully leverage ESOP ownership would dilute overall
returns to the point of crowding out either employees' equity
participation or the participation demanded by the capital
market sources.

The Appleton ESOP S Corp solved this problem by giving the
employees the opportunity to invest their existing benefit plan
assets directly into Appleton and then shielding 100 percent of
the earnings from federal corporate income tax.  The resulting
cash flow enhancement enabled the company to meet the market
rate-of-return expectations of creditors while preserving full
employee ownership.

Appleton's management team and workers succeeded in an $810
million buyout because they could more advantageously utilize
financial leverage than the universe of rival LBO sponsors.  The
Appleton acquisition structure resembles a C-Corporation LBO
vehicle in the sense that both use debt capital to scale up
their buying power.  However, the S Corp ESOP structure provides
considerably more cash flow for debt repayment and investment
returns to the ESOP participants.

"For the first time, employees and capital market sources can
truly partner on an equal basis to acquire companies and provide
superior investment return results for all participants," Paone
said.

The ESOP S Corp model also affords significant benefits to
selling shareholders and corporate parents, Paone noted.

For existing owners, the model provides a new avenue for an exit
strategy. This ESOP S Corp strategy is ideal for corporations
seeking to spin off non- core assets.  The parent and spin-off
corporation(s) also can embed in the deal ongoing strategic
relationships where a continuing alliance benefits the two
companies.

Creditors gain added confidence that stems from lending to a
company where employee ownership has aligned the interests of
workers and shareholders to boost productivity.  "Who makes a
better partner than the people who are there every day, bringing
value to the business through their effort as well as their
capital?" Paone said.  "It's a formidable partnership."

In February 2001, Appleton Papers and Arjo Wiggins Appleton
announced the two companies would explore a purchase of Appleton
via an employee stock ownership plan.  In late summer 2001,
executives and workers elected to invest $107 million of their
existing defined contribution savings through the ESOP vehicle
into Paperweight to acquire Appleton.  Completion of the
financing was delayed by the tragic events of September 11,
2001.  The transaction was able to proceed to closing after the
senior credit syndicate was finalized.

"Our employees have made a unique and personal commitment to the
future growth and success of Appleton Papers," Buth said.  "We
are proud of our history of achievement and inspired by this
opportunity to control our destiny."

Houlihan Lokey Howard & Zukin --  http://www.hlhz.com-- is an  
international investment bank providing a wide range of
services, including mergers and acquisitions, corporate
alliances, private placements of debt and equity capital,
financial opinions and advisory services, financial
restructuring, and merchant banking.  Founded in 1970, Houlihan
Lokey has ranked among the top 20 M&A advisors for the past 10
years.  The firm has a staff of over 500 employees in 10 offices
across North America and in Asia, and operates in Europe through
a strategic alliance.  Houlihan Lokey annually serves more than
1,000 clients ranging from closely held businesses to middle-
market companies to Fortune 500 corporations.


ARCH WIRELESS: Noteholders Group Files Involuntary Chapter 11
-------------------------------------------------------------
Arch Wireless, Inc., one of the leading two-way wireless
messaging and mobile information providers in the United States,
announced that certain holders of 12-3/4% Senior Notes of C
commenced an involuntary case on November 9, 2001 under Chapter
11 of the United States Bankruptcy Code against AWCI, a wholly
owned subsidiary of Arch Wireless, Inc.  

AWCI does not operate any of the networks that provide service
to Arch's customers and has no employees.  AWCI has until
November 29, 2001 to respond to the filing of this involuntary
proceeding and is currently evaluating its legal options.  As
previously announced, Arch Wireless, Inc. is evaluating its
restructuring alternatives for AWI, AWCI and its operating
subsidiaries, which could include voluntary bankruptcy filings.

No bankruptcy action has been commenced against Arch Wireless,
Inc. or any of the operating companies that provide services to
Arch's customers.  Arch intends for its operating subsidiaries
to continue to provide uninterrupted service to their customers
and otherwise continue to operate in the ordinary course of
business.

Arch Wireless Inc. (OTC Bulletin Board: ARCH), headquartered in
Westborough, Mass., is a leading two-way wireless Internet
messaging and mobile information company with operations
throughout the United States.  The company offers a full range
of wireless messaging services, including wireless e-mail, two-
way mobile data and paging.  It provides wireless services to
customers in all 50 states, the District of Columbia, Puerto
Rico, Canada, Mexico and the Caribbean.  Additional information
on Arch is available on the Internet at http://www.arch.com


ARCH WIRELESS: Chapter 11 Involuntary Case Summary
--------------------------------------------------
Alleged Debtor: Arch Wireless Communications, Inc.
                1800 West Park Dr.
                Suite 250
                Westborough, MA 01581

Involuntary Petition Date: November 9, 2001

Case Number: 01-46865            Chapter: 11

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Petitioner's Counsel: Stephen F. Gordon, Esq.
                      Gordon & Wise LLP
                      101 Federal Street
                      Boston, MA 02110
                      617-261-0100

Petitioners: Michael C. Wolf
             Julie H. Wolf
             James Britton Rodgers
             William B. Nesbitt
             Linda E. Nesbitt

Amount of Claim: $4,515,000


ARMSTRONG HOLDINGS: Net Sales in Third Quarter Drop 6.9%
--------------------------------------------------------
Armstrong Holdings, Inc. (NYSE: ACK) reported third quarter 2001
net sales of $804.7 million from continuing operations that were
6.9% lower than in the third quarter of 2000. Excluding the
unfavorable effects of foreign exchange rates and the impact of
the third quarter 2000 Installation Products Group divestiture,
net sales decreased 5.7%.

Third quarter 2001 after-tax earnings from continuing operations
were $14.3 million compared to third quarter 2000 earnings of
$72.0 million.  Pre-tax charges of $27.4 million were recorded
in the third quarter of 2001 related to asset write-downs,
impairment evaluations and reversals of restructuring accruals.  
Excluding these items, after-tax earnings from continuing
operations for the third quarter of 2001 would have been $32.2
million.

The third quarter of 2000 results included $41.4 million of
charges for net costs of reorganization, fixed asset impairments
and management transition costs.  The third quarter of 2000 also
included a pre-tax gain of $59.9 million from the sale of a
business.  Excluding these items, after-tax earnings from
continuing operations for the third quarter of 2000 would have
been $54.5 million.

The company said economic conditions continued to weaken in the
third quarter, particularly in September, resulting in pricing
pressure and lower sales volume.  Increased investments in
product development and marketing, coupled with these economic
pressures, resulted in lower earnings as compared to the third
quarter of 2000.  Excluding charges for net costs of
reorganization, asset write-downs and impairment evaluations,
management transition costs and asbestos liabilities of $25.4
million and $41.4 million in the third quarters of 2001 and
2000, respectively, operating income for the third quarter of
2001 would have decreased 47% from the prior year to $58.3
million.  The company anticipates economic conditions will
continue to pressure pricing and sales volume in the fourth
quarter.

"While we continue to be affected by the economic downturn, we
are investing in our core businesses," said Armstrong Chairman
and CEO Michael D. Lockhart.  "We remain focused on improving
the cost structure, product offerings and long-term
profitability of the business."

               Segment Quarterly Highlights

Floor covering net sales of $303.3 million decreased 13.1%
versus prior year due to lower sales volume in laminate and
commercial tile products, and the third quarter 2000 IPG
divestiture.  Operating income of $29.1 million was down from
$35.2 million in 2000.  Excluding expenses associated with
reorganizing the European business and other management changes,
operating income was $56.7 million in 2000.  The operating
income reduction was primarily due to lower sales volume, and
higher selling and promotional expenses.

Building products net sales decreased 4.7% to $215.1 million in
2001 due primarily to lower sales in the commercial construction
market.  Lower sales volume led to a decrease of $4.3 million in
operating income to $31.1 million in the third quarter of 2001.

Wood products net sales of $214.2 million were down 2.7% from
the third quarter of 2000 due to lower volume and weaker
pricing.  Competitive pricing pressure, and higher selling and
promotional expenses resulted in an operating loss of $1.8
million in the third quarter of 2001 compared to operating
income of $18.5 million in 2000.

Textile and sports flooring net sales in the third quarter of
2001 increased 4.6% over the prior year to $72.1 million.  A
third quarter 2001 operating loss of $7.2 million was
attributable to an $8.4 million fixed asset impairment charge
and a $2.1 million inventory write-down.  This compares to an
operating loss in the third quarter of 2000 of $2.6 million.

Armstrong Holdings, Inc., is a global leader in the design,
innovation and manufacture of floors and ceilings.  Based in
Lancaster, PA, Armstrong has approximately 16,000 employees
worldwide.  In 2000, Armstrong's net sales totaled more than $3
billion.  Additional information about the company can be found
on the Internet at http://www.armstrong.com

Sales. Third-quarter 2001 net sales of $804.7 million were 6.9%
lower than in the third quarter of 2000.  Excluding the effects
of unfavorable foreign exchange rates and the impact of the
third-quarter 2000 IPG divestiture, net sales decreased 5.7%.
Floor coverings sales decreased 13.1% due mainly to lower sales
volume in the Americas and the Installation Products Group
divestiture.  Building products sales decreased 4.8% due to
lower sales volume in the U.S. commercial market. Wood products
sales decreased 2.7% due to lower flooring sales, partially
offset by higher cabinet sales.  Textiles and sports flooring
sales increased 4.6% due to higher sales of sports flooring
products.

Cost of goods sold. The cost of goods sold in the third quarter
of 2001 was 75.3% of net sales compared to 73.2% of net sales in
the third quarter of 2000.  This increase was driven primarily
by an $8.4 million fixed asset impairment charge and $2.1
million inventory write-down in the textiles and sports flooring
segment and lower sales in most businesses.

Other items.  The third quarter of 2001 included a non-cash pre-
tax charge of $16.0 million related to management's current
assessment of probable asbestos-related insurance recoveries.  
Interest expense of $3.3 million was $22.7 million lower than
the amount recorded in the third quarter of 2000.  In accordance
with SOP 90-7, Armstrong did not record $21.6 million of
contractual interest expense on prepetition debt in the third
quarter of 2001. In addition, Armstrong recorded net Chapter 11
reorganization costs of $3.7 million in the third quarter of
2001.

The third quarter of 2000 included a net $15.7 million pre-tax
reorganization charge primarily associated with the European
Flooring businesses and closing an office facility in the U.S.  
An additional $25.7 million in expenses associated with the
European reorganization, the facility closure, the Chief
Executive Officer transition and other management changes were
also incurred in the third quarter of 2000.

Other expense in 2001 includes a $2.0 million impairment charge
of a note receivable related to a previous divestiture.  Other
income in 2000 included a pre-tax gain of $59.9 million from the
sale of the IPG which was part of the Floor Coverings segment.

Effective Tax Rate. The effective tax rate from continuing
operations was 41.9% and 30.6% for the third quarter of 2001 and
2000, respectively. Excluding the impact of the gain on sale of
IPG, the reorganization charge and other related expenses in
2000, the 2000 third quarter effective tax rate was 36.1%.  The
increase was due to the impact of lower profit on permanent
differences between book and tax.

Cash Flow Information. Net cash provided by operating activities
for the nine months ended September 30, 2001 was $184.7 million
compared with $17.0 million for the comparable period in 2000.  
The increase was primarily due to the absence of asbestos-
related claims payments in 2001.  Armstrong had cash and cash
equivalents of $255.5 million at September 30, 2001. There were
no debt borrowings outstanding under the $200.0 million debtor-
in-possession financing facility as of September 30, 2001.


ASSISTED LIVING: September Quarter Net Loss Narrows to $7.3MM
-------------------------------------------------------------
Assisted Living Concepts, Inc., a national provider of assisted
living services, announced its financial results for the quarter
and nine months ended September 30, 2001 and update on Chapter
11 Proceedings.

For the quarter ended September 30, 2001, the Company incurred a
net loss of $7.3 million on revenue of $38.0 million as compared
to a net loss of $12.4 million on revenue of $35.3 million for
the quarter ended September 30, 2000.

The Company recorded operating income of $666,000 for the
September 2001 Quarter as compared to an operating loss of $8.6
million for the September 2000 Quarter. Operating results for
the September 2000 Quarter included $8.8 million of costs
relating to settlement of shareholder litigation in September,
2000 ($10.0 million of settlement costs less $1.2 million of
reimbursed expenses).

For the nine months ended September 30, 2001 the Company
incurred a net loss of $16.1 million on revenue of $112.3
million as compared to a net loss of $20.1 million on revenue of
$102.6 million for the nine months ended September 30, 2000.

The Company recorded operating income for the September 2001 YTD
Period of $2.3 million as compared to a operating loss of $8.1
million for the September 2000 YTD Period. Operating results for
the September 2000 YTD Period included $8.8 million of costs
relating to the settlement of shareholder litigation ($10.0
million of settlement costs less $1.2 million of reimbursed
expenses).

As of September 30, 2001, the Company operated 185 assisted
living residences, having an average occupancy rate of 84.9%.
For the September 2001 Quarter, the average monthly rental rate
was $2,082 per unit.

The Company's Quarterly Report on Form 10-Q contains information
regarding the Company's October 1, 2001 filing of a voluntary
petition for relief under Chapter 11 of the U.S. Bankruptcy Code
for the District of Delaware, including that the U.S. Bankruptcy
Court scheduled a confirmation hearing on the Company's plan of
reorganization for December 5, 2001. Except as otherwise ordered
by the Court, a party who deems it necessary to file a proof of
claim must do so by November 15, 2001.

As previously announced, on October 26, 2001, the Company's
common stock and two series of convertible debentures were
delisted and ceased trading on the American Stock Exchange. The
Company's common stock is currently listed, but not yet being
traded, on the over-the-counter bulletin board.

Assisted Living Concepts, Inc. owns, leases and operates 185
assisted living residences for older adults who need help with
the activities of daily living, such as bathing and dressing. In
addition to housing, the Company provides personal care, support
services, and nursing services according to the individual needs
of its residents, as permitted by state law. This combination of
housing and services provides a cost efficient alternative and
provides an independent lifestyle for individuals who do not
require the broader array of medical and health services
provided by nursing facilities. The Company currently has
operations in Oregon, Washington, Idaho, Nebraska, Iowa,
Arizona, Texas, New Jersey, Ohio, Pennsylvania, Indiana,
Louisiana, Florida, Michigan, Georgia, and South Carolina.


AT HOME: Inks Pact to Sell Certain Assets to InfoSpace for $10MM
----------------------------------------------------------------
Excite@Home announced that it filed a motion seeking approval to
sell certain narrowband assets related to its portal Excite.com.

Excite@Home has entered into an agreement with InfoSpace, Inc.
to sell certain Excite.com assets for $10 million. The assets
include certain domain names, trademarks and user traffic, but
do not include physical assets. The agreement also provides for
certain transition services to be provided by Excite@Home to
InfoSpace. The sale of the assets is subject to bankruptcy court
approval and a bankruptcy court-supervised overbidding process,
where bidders with higher and better offers may emerge. Houlihan
Lokey Howard & Zukin Capital will manage the over-bid process
for the narrowband assets relating to the Excite.com portal.

"During the bidding process, Excite@Home will be working to
return the best value to our financial stakeholders and to offer
the best solution for continued service for our Excite users,"
said Patti Hart, chairman and CEO of Excite@Home.

Excite@Home's request to sell portions of Excite.com maps to its
continued focus on broadband products and services. The proposed
sale to InfoSpace does not include any of the technology assets,
employees, equipment, products and services required to continue
providing a full-service broadband portal, including
personalized start page, content, email, search and instant
messenger, to @Home broadband subscribers.

Excite@Home is the leader in broadband, offering consumers
residential broadband services and businesses high-speed
commercial services. Excite@Home has interests in one joint
venture outside of North America delivering high-speed Internet
services and three joint ventures outside of North America
operating localized versions of the Excite portal.


BENEDEK COMMS: Default on Senior Sub. Discount Notes Likely
-----------------------------------------------------------
Benedek Communications Corporation reported that its senior
lenders have notified the Company and the trustee under its
senior subordinated discount note indenture that the senior
lenders have elected to block the payment of interest due on the
discount notes.  Therefore, the Company will not be making the
November 15, 2001 interest payment on the senior subordinated
discount notes in a timely manner.  While the Company has a 30-
day grace period in which to cure the payment default on the
senior subordinated discount notes, the Company will not be able
to cure such default unless the senior lenders lift the payment
blockage.

As previously announced, at June 30, 2001, the Company was not
in compliance with the senior debt ratio and total debt ratio
under its senior credit facility.  The Company was also not in
compliance with these ratios for the third quarter ended
September 30, 2001.  The senior lenders right to effect the
payment blockage on the senior subordinated discount notes is
based on the existence of these ratio defaults.

The Company has been actively seeking to reduce its debt burden
since February 2001.  The efforts currently include, among other
things, exploring selective asset sales.  There are active
negotiations and discussions for the sale of several stations.  
A letter of intent has been signed for the sale of one station
for $18.5 million, which is a multiple of 11.2x the station's
projected 2001 broadcast cash flow.

The Company's program to sell assets and reduce indebtedness is
designed to put the Company in a position to service its senior
credit facility and the interest payments on the senior
subordinated discount notes, including the November 15, 2001
interest payment.  However, the Company cannot provide any
assurances that such asset sales will be completed on terms that
would be favorable or acceptable to the Company.  

Also, there can be no assurance that, if material assets are
sold, the Company will be able to raise funds from such sales
which, together with revenues generated from operations, will be
sufficient to meet its obligations as they become due.  Even if
the asset sales are successfully negotiated and sufficient gross
proceeds are raised, there can be no assurance that the Company
will not become subject to a reorganization, liquidation or
bankruptcy or that the senior lenders or the holders of the
senior subordinated discount notes will not take any action
against the Company as a result of the defaults.

In addition to the asset sales, the Company continues to explore
other alternatives to address its cash interest obligations on
the senior subordinated discount notes and the Company's non-
compliance with the senior credit facility.  However, the events
of September 11, 2001 and their impact on the Company's
operations, together with the continued difficult advertising
revenue climate, may affect or limit alternatives that are
available to the Company.  There can be no assurance that any
proposal that the Company makes will be acceptable to the senior
lenders or the holders of the senior subordinated discount
notes.

The Company also reported third quarter 2001 net revenues of
$32.7 million, broadcast cash flow of $9.4 million and Adjusted
EBITDA of $8.1 million, a decrease of 17.2%, 36.1% and 38.6%,
respectively, over the same period in 2000.

For the nine months ended September 30, 2001, net revenues were
$102.7 million, broadcast cash flow was $30.7 million and
Adjusted EBITDA was $26.3 million, a decrease of 9.0%, 26.6% and
29.9%, respectively, over the same period in 2000.  On a pro
forma same station basis, excluding a nonrecourse subsidiary,
the Company had net revenues of $102.5 million, broadcast cash
flow of $30.8 million and Adjusted EBITDA of $26.3 million,
which was a decline of 11.6%, 27.9% and 31.7%, respectively,
over the same period in 2000.

"The third quarter presented us with a number of significant
challenges," said Mr. K. James Yager, President and Chief
Operating Officer.  "The aftermath of the tragic events of
September 11th are reflected in our operating results for the
third quarter.  Our efforts to keep our viewers informed by
running commercial-free programming in the days immediately
following the attacks had a significant impact on the results.  
In addition, many of our advertisers reduced or cancelled normal
schedules for the better part of two weeks following the
attacks. Costs increased as well, due to our extended news
coverage.  All together, we estimate the impact on the net
revenues for the quarter to be nearly $3.5 million."

In addition, Mr. Yager said, "The results of the national crisis
in September further eroded an already challenging advertising
environment. National advertising revenue declined by 15.5% and
local and regional advertising revenue declined by 6.4% over the
same period of in 2000.  The decline for local and regional
advertising was less pronounced than the national advertising
decline because of our greater influence at the local level."  

Mr. Yager added, "So far during the fourth quarter we have not
seen evidence of improvement in the climate for national
advertising revenue, and we believe that the fourth quarter will
remain very difficult for us.  In addition to the tragedy of
September 11th, the general economic downturn and weakness in
national advertising expenditures, we also will not have the
benefit of significant political advertising as we had in the
fourth quarter of 2000.  Therefore, we expect that net revenues
and broadcast cash flow for the fourth quarter of 2001 will be
significantly lower than in 2000.  Based on results of
operations to date and pacing reports for the balance of the
year, the Company anticipates that broadcast cash flow for the
full year of 2001 will decline to approximately $49.0 million as
compared to $65.5 million for 2000, a decline of 25%."

"We do expect that the political cycle of 2002 will result in
substantial advertising revenue for our station group.  While it
is difficult to predict core advertising revenue performance in
the coming year, the return of political advertising will have a
positive impact on results of operations in 2002," continued Mr.
Yager.

The Company is attempting to improve its local advertising
results to mitigate the decline of national advertising
expenditures.  The Company has also implemented a cost reduction
plan to mitigate some of the revenue shortfalls.  However, the
Company expects that this plan will be insufficient to cover a
significant portion of this shortfall.

The Company, through its wholly owned subsidiary, Benedek
Broadcasting Corporation, with headquarters in Hoffman Estates,
Illinois, owns and operates 23 network-affiliated television
stations in the United States.  The stations owned by the
Company are diverse in geographic location and network
affiliation and serve small to medium-sized markets.


BETHLEHEM STEEL: Gets Approval to Pay $2M of Sales & Use Taxes
--------------------------------------------------------------
In connection with the normal operation of their businesses,
Bethlehem Steel Corporation collects sales and use taxes from
their customers on behalf of various state and local taxing
authorities.

As of the Petition Date, Jeffrey L. Tanenbaum, Esq., at Weil,
Gotshal & Manges LLP, in New York, reports, sales and use taxes
collected by the Debtors but not yet paid to the tax authorities
aggregate approximately $2,000,000.  In addition, Mr. Tanenbaum
advises the Court, certain taxing authorities were sent checks
that may not have cleared the Debtors' banks or other financial
institutions as of the Petition Date.

According to Mr. Tanenbaum, sales and use taxes are afforded
priority status, so the proposed relief will not prejudice the
rights of general unsecured creditors or other parties in
interest.  In addition, Mr. Tanenbaum reminds the Court that
such funds are held in trust by the Debtors for the benefit of
the taxing authorities and do not constitute property of the
Debtors' estates.  Moreover, Mr. Tanenbaum warns, nonpayment
could lead to lawsuits or criminal prosecution that would
distract the Debtors from their attempt to implement a
successful reorganization strategy.

                        *     *     *

Convinced by the Debtors' arguments, Judge Lifland authorizes
the Debtors, in their sole discretion, to pay the pre-petition
sales and use taxes in the ordinary course of business.

The Court further directs all applicable banks and other
financial institutions to receive, process, honor, and pay any
and all checks drawn on the Debtors' accounts to pay the sales
and use taxes, whether those checks were presented prior to or
after the Petition Date, provided that sufficient funds are
available in the applicable accounts to make payments.
(Bethlehem Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


BION ENVIRONMENTAL: Exploring Ways to Raise New Operating Funds
---------------------------------------------------------------
Bion Environmental Technologies Inc. incurred losses totaling
$15,553,223 during the year ended June 30, 2001 (including non-
cash interest expense and other non-cash expenses of $3,013,644
and $7,645,570, respectively) and a history of losses has
resulted in an accumulated deficit of $39,380,101 at June 30,
2001.

During the year ended June 30, 2001, the Company has
successfully obtained external financing through a private
placement of debt and equity and the sale of its warrants. The
Company continues to explore sources of additional financing to
satisfy its current operating requirements.

There can be no assurance that any funds required during the
next twelve months or thereafter can be generated from
operations or that if such required funds are not internally
generated that funds will be available from external sources
such as debt or equity financings or other potential sources.
The lack of additional capital resulting from the inability to
generate cash flow from operations or to raise capital from
external sources would force the Company to substantially
curtail or cease operations and would, therefore, have a
material adverse effect on its business.

Further, there can be no assurance that any such required funds,
if available, will be available on attractive terms or that they
will not have a significantly dilutive effect on the Company's
existing shareholders.

To enhance the Company's longer term prospects, since January
2000, management has committed significant resources to
developing the next generation Bion system design, which will
include system monitoring and controls and a clean water
recycling loop; an expanded research program for BionSoil; and
retained consultants to support these efforts. The expenditures
related to these efforts are anticipated to continue until the
next generation design is completed.  There can be no assurance
that the next generation Bion system design or the BionSoil
program will be successful or that sufficient capital will be
available to fund operations.

Bion's auditors have expressed substantial doubt about the
Company's ability to continue as a going concern.


BRIDGE INFORMATION: Lays-Out Overview of Joint Liquidating Plan
---------------------------------------------------------------
Bridge Information Systems, Inc., and its debtor-affiliates
present the Court with their Joint Plan of Liquidation, which
provides for the distribution of the net proceeds realized from
the liquidation of their assets.

The Joint Plan provides that the Debtors shall continue to exist
from and after the Confirmation Date and through the Effective
Date, for the purpose of:

    (i) winding up their affairs as expeditiously as reasonably
        possible,

   (ii) liquidating, by conversion to Cash or other methods, any
        remaining assets of the Estate, as expeditiously as
        reasonably possible, including liquidating the non-
        filing domestic subsidiaries,

  (iii) in accordance with Section 1123(b)(6)(B) of the
        Bankruptcy Code, retaining, enforcing and prosecuting
        claims, interests, rights and privileges of the Debtors,
        including, without limitation, the prosecution of
        avoidance actions in conjunction with the marshaling of
        assets of the Debtors,

   (iv) resolving Disputed Claims,

    (v) administering this Plan, and

   (vi) taking all prudent actions to comply with tax laws and
        minimize tax costs to the Estate, including filing all
        appropriate tax returns, and eliminating the
        Intercompany Claims between the Debtors.

The Debtors propose to fund the Plan using:

    (a) Cash on the Effective Date, and

    (b) funds available after the Effective Date from, among
        other things, the liquidation of the Debtors' remaining
        assets, the prosecution and enforcement of causes of
        action of the Debtors, and any release of funds from the
        Disputed Claims Reserve after the Effective Date.

Prior to the Effective Date, the Debtors and the Committee shall
establish a Liquidation Trust.  All then-current officers of the
Debtors as of the Effective Date shall automatically become
Liquidation Trust Officers.  The Committee shall appoint the
trustees of the Liquidation Trust.  If the Court confirms this
Plan, the Confirmation Order will specifically approve and
designate the Liquidation Trust as the legal representative of
the estate.  In addition, Gregory D. Willard, Esq., at Bryan
Cave LLP, in St. Louis, Missouri, explains, that will also mean
that the Court finds that the Liquidation Trust is acting on
behalf of and for the benefit of the creditors.  Mr. Willard
informs Judge McDonald that the Liquidation Trust is an intended
third-party beneficiary to the fullest extent allowable under
the laws of the State of New York, the laws of the United States
or any other applicable law.  The funding of the Liquidation
Trust shall be treated as a deemed transfer to the holders of
Allowed Claims that are the beneficiaries of the Liquidation
Trust followed by a deemed transfer by the Beneficiary Creditors
to the Liquidation Trust.  According to Mr. Willard, the
Beneficiary Creditors shall be treated as the grantors and
deemed owners of the Liquidation Trust.  Moreover, Mr. Willard
adds, the valuation of the property and assets transferred to
the Liquidation Trust shall be consistent and shall be used for
all federal income tax purposes.

For purposes of the Joint Plan, the Debtors' estates shall be
deemed to be consolidated.  That consolidation means:

  (i) all guarantees by any of the Consolidated Bridge
      Subsidiary Debtors of the obligations of any of the other
      Consolidated Bridge Subsidiary Debtors arising prior to
      the Effective Date shall be deemed eliminated so that any
      Claim against any of the Consolidated Bridge Subsidiary
      Debtors and any guarantee executed by any of the other
      Consolidated Bridge Subsidiary Debtors and any joint or
      several liability of any of the Consolidated Bridge
      Subsidiary Debtors shall be deemed to be one obligation of
      the Consolidated Bridge Subsidiary Debtors; and

(ii) each and every Claim against any of the Consolidated
      Bridge Subsidiary Debtors shall be deemed to be one claim
      against and obligation of the Consolidated Bridge
      Subsidiary Debtors.

The Joint Plan makes it clear that the deemed consolidation of
the Consolidated Bridge Subsidiary Debtors shall not affect:

    (i) the legal and organizational structure of the Debtors;

   (ii) Intercompany Claims by and among the Debtors;

  (iii) pre- and post-Commencement Date guarantees, liens and
        security interests that are required to be maintained:

      (x) in connection with any executory contracts, unexpired
          leases or credit facilities that were entered into
          during the Chapter 11 Case or that have been or will
          be assumed, or

      (y) pursuant to the Plan; and

(iv) distributions out of any insurance policies or proceeds of
      any insurance policies. (Bridge Bankruptcy News, Issue No.
      20; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CANADA 3000: Deloitte Appointed as CCAA Monitor & Bankr. Trustee
----------------------------------------------------------------
On November 10, 2001, the Directors and Officers of CANADA 3000
(TSE: CCC) resigned.

On November 11, 2001, the Honourable Mr. Justice Ground of the
Ontario Superior Court of Justice authorized and directed
Deloitte & Touche Inc., monitor under the Companies' Creditors
Arrangement Act to cause CANADA 3000 INC., CANADA 3000 Airlines
Limited/Lignes Aeriennes Canada 3000 Limitee and Royal Aviation
Inc. to make assignments in bankruptcy. Deloitte & Touche Inc.
has been appointed Trustee in bankruptcy of these three
companies.

Deloitte & Touche Inc. has been directed to continue the
existing CCAA and related proceedings for the three companies
for the time being.

Working with these companies, Deloitte & Touche Inc. is taking
steps to preserve the assets and business of the companies
pending further discussions with interested stakeholders and
further Order of the Court.


CHIQUITA BRANDS: Will File Chapter 11 Petition with Prepack Plan
----------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) announced that
it has reached agreements with bondholder committees in support
of a restructuring plan that will reduce Chiquita's debt and
accrued interest by more than $700 million and its future annual
interest expense by about $60 million.  As anticipated in its
January announcement of the restructuring initiative, the
Company will soon file in Federal Court a Pre-Arranged Plan of
Reorganization under Chapter 11 of the U.S. Bankruptcy Code.

The restructuring plan will only involve the publicly held debt
and equity securities of Chiquita Brands International, Inc.,
which is a holding company without any business operations of
its own.  The Company's other creditors and its assets, strategy
and ongoing operations will be unaffected by the Chapter 11
filing.  The Company's subsidiaries, which are independent legal
entities that generate their own cash flow and have access to
their own credit facilities, will continue to operate normally
and without interruption. Throughout the process, the Company's
customers will continue to receive shipments normally and its
suppliers will continue to be paid in full according to normal
terms.

Steven G. Warshaw, President and Chief Executive Officer of
Chiquita, said: "We are pleased to have achieved this important
milestone in the restructuring initiative we launched in
January. This restructuring and the recent settlement of the
U.S.-EU banana trade dispute are both significant events that
will reinforce Chiquita's prospects for strong revenue and
earnings growth.  Now that we have reached agreement with the
bondholder committees, we are confident that we can complete the
Chapter 11 process within 90 to 120 days after we file our Pre-
Arranged Plan, giving the Company a fresh start and a solid
balance sheet."

          Terms of the Debt Restructuring Plan

According to the agreed terms, the Company will issue 40 million
shares of new common stock upon completion of the restructuring,
and its outstanding securities will be treated as follows, based
on amounts outstanding at October 31, 2001:

     * The existing $775 million of senior notes plus accrued
interest will be exchanged for $250 million of new senior notes
and 35.1 million shares (87.75%) of the new common stock.

     * The existing $86 million of subordinated debentures plus
accrued interest will be exchanged for 3.1 million shares
(7.75%) of the new common stock.

     * The existing preferred stock will be exchanged for 0.25
million shares (0.62%) of the new common stock plus new warrants
to purchase 4.2 million shares of additional new common stock
(7.79% on a fully diluted basis).

     * The existing common stock will be exchanged for 0.55
million shares (1.38%) of the new common stock plus new warrants
to purchase 9.2 million shares of additional new common stock
(17.21% on a fully diluted basis).

As part of a management incentive program that will include a
new stock option plan, existing management will receive 1.0
million shares (2.5%) of the new common stock.

Additional new common shares will be issuable upon exercise of
the new warrants. The new warrants, which will have a seven-year
maturity, are intended to provide existing preferred and common
shareholders with significant opportunity to profit from future
growth in Chiquita's equity value.

The Company's current Board of Directors will remain in place
during the Chapter 11 case.  Upon completion of the Chapter 11
process, a new seven- member Board of Directors will be elected.  
The new Board will consist of Carl H. Lindner and Steve Warshaw,
who currently serve as Directors, plus five members nominated by
the bondholder committees.

Completion of the restructuring plan is subject to certain
conditions, including its acceptance by affected classes of
public debt and equity holders, whose approval will be solicited
as part of the Court process. Having already achieved agreement
with the ad hoc committees representing its bondholders, the
Company believes that it will receive the votes required for
approval of the plan.

The Company is filing a Current Report on Form 8-K with the
Securities and Exchange Commission (SEC) that contains
additional details regarding the agreed restructuring terms, as
well as certain information, including financial forecasts,
provided to debtholders to facilitate the restructuring
negotiations.  

Chiquita is a leading international marketer, producer and
distributor of quality fresh fruits and vegetables and processed
foods.


COMPASS MINERALS: S&P Assigns Low-B Ratings with Stable Outlook
---------------------------------------------------------------
Standard & Poor's assigned its double-'B'-minus corporate credit
rating to Compass Minerals Group Inc. The outlook is stable.

At the same time, Standard & Poor's assigned its double-'B'-
minus bank loan rating to Compass's $410 million senior secured
bank credit facility and its single-'B' rating to the company's
proposed $200 million subordinated note issue due 2011, which is
being sold pursuant to rule 144A with registration rights.

The rating assignments on Compass are contingent upon the
successful completion of the senior subordinated debt issue.
Proceeds of the notes and bank borrowings, together with $115
million equity investment from Apollo Management L.P. and
company management will be used to purchase 81% of the company
from IMC Global Inc. for $628 million.

The $410 million senior secured bank credit facility is rated
the same as the corporate credit rating. The facility, which
consists of a $275 million term loan due 2009 and a $135 million
revolving credit facility due 2008, is secured by substantially
all of the company's U.S. assets and 65% of the equity of its
non-U.S. subsidiaries. The facility is also unconditionally and
irrevocably guaranteed by all of the company's subsidiaries.

However, based on Standard & Poor's simulated default scenario,
it is not clear that a distressed enterprise value would be
sufficient to cover the entire loan facility. The rating on the
bank loan has been based on preliminary terms and conditions and
is subject to review once full documentation is received.

The ratings on Compass reflect the company's leading position in
the recession resistant salt industry, high margins, steady cash
flow generation, and high barriers to entry. These factors are
offset by its aggressive financial profile and its limited
product and mine diversity. Compass Minerals is the second-
largest producer of salt in North America and the largest
producer of salt in the U.K. It is also the largest producer of
sulfate of potash (SOP) fertilizer in North America, a niche
market, which generates about 10% of revenues.

Salt uses are non-cyclical, including highway de-icing, food
grade applications, water conditioning and other industrial
uses. A high EBITDA margin, averaging 30%, is evidence of its
competitive cost position, largely due to its strategic
locations, which use low cost waterway transportation, and a
lack of cost effective substitute products.

Barriers to entry are meaningful and include high upfront
capital costs, strategic mine locations, an established
distribution network, and strong customer relationships. Compass
operates three salt mines, one solar evaporation facility and
five mechanical evaporation facilities but relies upon its two
largest mines for 65% of its 14.5 million tons of annual
production. This concentration heightens its risk to operating
disruptions that could impair performance. Although the business
is quite stable because of the non-discretionary nature of the
product, it is mature and subject to weather variability, as
demand for de-icing products increases in harsh winter
conditions and declines in mild winters.

As a result, Compass generates the majority of its revenues
between December and March. Still, over the past several years,
salt demand has increased. Although the market is concentrated,
competition is keen and includes two financially stronger
rivals. This is somewhat mitigated by the high cost of
transportation, which contains competition to regional markets.

For the twelve months ended September 30, 2001, Compass had
revenues of $398 million and EBITDA of $120 million. Compass
will be highly leveraged with debt to EBITDA at about 4 times
and EBITDA interest coverage of about 2.7x.  Although the
company will need to borrow under its revolving credit facility
during its peak seasonal period, both fixed and working capital
are relatively moderate and should enable the firm to generate
free cash flow annually. Standard & Poor's anticipates that
Compass will use its excess cash to reduce its debt or to fund
bolt-on acquisitions. As a result, Compass's debt to EBITDA and
interest coverage should improve to 3.5x and 3.0x, respectively,
in the next few years. Financial flexibility will be aided by
full availability under its $135 million revolver and its modest
debt amortization schedule.

                        Outlook: Stable

The company's recession-resistant characteristics and non-
discretionary nature of its products underpin ratings stability.

                        Ratings Assigned

     Compass Minerals Group Inc.                  Ratings

          Corporate credit rating                   BB-
          Senior secured bank loan rating           BB-
          Subordinated debt rating                  B


CYBERCASH: Court Confirms First Amended Liquidating Plan
--------------------------------------------------------
CYCH, Inc., (OTC Bulletin Board: CYCHQ), f/k/a CyberCash, Inc.
announced that the United States Bankruptcy Court for the
District Of Delaware approved CYCH's proposed First Amended
Liquidating Plan of Reorganization, under which CYCH will
liquidate its remaining assets and make distributions to its
creditors and shareholders.

CYCH and its Tellan and ICVerify subsidiaries filed voluntary
petitions for reorganization relief under Chapter 11 of the
Bankruptcy Code on March 2, 2001.  CYCH conducted an auction of
its assets on April 11, 2001, which resulted in the sale of its
Internet payment processing business to Verisign, Inc. and its
software businesses, including the ICVerify and Tellan
subsidiaries, to First Data Merchant Services.  ICVerify and
Tellan were dismissed from the bankruptcy proceedings.

Under the Plan, CYCH will pay all allowed claims of its
creditors in full plus interest calculated from the filing date.  
CYCH expects to begin making distributions to creditors holding
allowed claims before the end of the year. CYCH also expects to
begin making distributions before the end of the year to
stockholders of record on December 3, 2001.  The transfer ledger
for the CYCH stock will be closed on the record date, and the
outstanding common stock will be exchanged for the right to
receive liquidating dividends.

Dan Lynch, Chairman of the Board of CYCH, reflected on the court
ruling. "While I am saddened by the dissolution of CyberCash, I
believe the employees of CyberCash were among the most creative
and resourceful individuals I have worked with.  CyberCash's
innovations proved the viability of the Internet as a tool for
commerce, both in the consumer sector and in the business-to-
business sector.

"The last eight months have been difficult ones, but thanks to
Tom LaHaye and his dedicated team, and the efforts of Morris,
Nichols, Arsht & Tunnell, we have managed to end our corporate
existence with our debts paid in full and a meaningful
distribution to our shareholders.  Under the circumstances, this
is an excellent outcome."

Under the Plan, a Plan Administrator will manage the assets and
liabilities remaining after the initial distributions.  Further
distributions to shareholders of record are possible in 2002.

Information about CYCH can be found at http://www.cych.com

Information about the bankruptcy proceeding can be found at
http://www.deb.uscourts.gov  


E.SPIRE COMMS: Files Complaints Against Verizon for Unpaid Bills
----------------------------------------------------------------
e.spire Communications, Inc. (OTC Pinksheets: ESPIQ) announced
that it has filed two complaints against Verizon charging that
it has failed to pay millions of dollars of bills in violation
of orders issued by the Maryland Public Service Commission and
the U.S. Bankruptcy Court.

The first complaint, before the Maryland Commission, points to
Verizon's flouting of a June order of the Commission requiring
Verizon to continue to pay reciprocal compensation bills in
Maryland in the wake of a recent order of the Federal
Communications Commission. The Maryland Commission has found
that Verizon must continue to pay such bills until it signs new
amendments to its interconnection agreements. Verizon and
e.spire are still negotiating an amendment, but Verizon
continues to withhold payment, in defiance of the Commission's
express orders.

The Commission has already ordered Verizon to pay Core
Communications and all other competitors in Maryland. WorldCom,
Inc. has also filed a complaint, asking the Commission to levy
$25,000 per day in penalties for Verizon's failure to pay
similar WorldCom bills. e.spire has asked the Commission to
order swift and severe sanctions, including delaying Verizon's
Maryland application to reenter the long distance market, until
it can demonstrate 18 consecutive months of abiding by the
Commission's local competition orders.

"Verizon just doesn't get it. It thinks e.spire should make
payments to Verizon, but Verizon is above the law and doesn't
have to pay for services rendered by e.spire," said James C.
Falvey, e.spire Senior Vice President of Regulatory Affairs. "It
seems to think it can ignore the Maryland Commission. What
Verizon is really trying to do is force all competitors out of
the market so it can continue to run its monopoly."

e.spire also filed a complaint in Bankruptcy Court in Delaware,
charging Verizon with failure to pay a total of  $2.6 million in
overdue payments to e.spire. Verizon has claimed that e.spire
owes money to Verizon, but an internal e.spire audit determined
that Verizon had lost and misplaced checks made by e.spire, and
returned checks to e.spire without explanation.  The e.spire
audit determined that e.spire payments were in fact current.

"Verizon's billing department is in disarray, and Verizon is
trying to place blame for its own confusion on e.spire," said
Christopher J. Resavy, e.spire Chief Operating Officer. "It's
just another example that shows that monopolist phone companies
are afraid of competition and are trying to keep new entrants
out of the telecom market. Our message is simple: pay your bills
to e.spire, or answer to the court."

e.spire has requested an expedited hearing by the Maryland
Commission.

e.spire Communications, Inc. is a leading integrated
communications provider, offering traditional local and long
distance, dedicated Internet access, and advanced data
solutions, including ATM and frame relay. e.spire also provides
Web hosting, dedicated server, and colocation services through
its Internet subsidiary, CyberGate, Inc., and its subsidiary
ValueWeb. e.spire's subsidiary, ACSI Network Technologies, Inc.,
provides third parties, including other communications concerns,
municipalities, and corporations, with turnkey fiber-optic
design, construction, and project management expertise.

The Company filed for chapter 11 protection on March 22, 2001 in
Delaware Bankruptcy Court. Domenic E. Pacitti, Esq., Maria
Aprile Sawczuk, Esq. and Mark Minuti, Esq. at Saul Ewing LLP
represent the Debtors in their restructuring effort. More
information about e.spire is available at e.spire's Web site,
http://www.espire.net  


EXODUS COMMS: Plans to Sell Leased Equipment to Customers
---------------------------------------------------------
As of the Petition Date, Exodus Communications, Inc. and its
debtor-affiliates maintained an extensive equipment leasing
program, pursuant to which the Debtors acquire or lease
quantities of certain computer-related equipment from various
vendors, manufacturers or financing companies, and in turn lease
or sublease the Leased Equipment to their customers. Because the
amount paid to the Debtors by a Customer for a specific item of
Leased Equipment will exceed the amount paid by the Debtors to
the Vendor for the same equipment, the Debtors are able to
realize a profit from their leasing operation. The Debtors
estimate that they were parties to hundreds of leases with
Customers representing thousands of pieces of equipment and that
the Debtors aggregate obligation to lessors under all leases was
approximately $200,000,000.

>From time to time, a Customer may choose to "buy out" its lease
by purchasing the Leased Equipment from the Debtors. The Debtors
estimate that, prior to the Petition Date, the Debtors would
receive each week approximately 10 to 15 offers by Customers to
purchase Leased Equipment. In the event that such an offer is
accepted, the Debtors receive payment from the Customer, apply
part of such payment to satisfy their remaining obligations to
the Vendor, and retain the balance as profit. Many Customers
regard the Debtors' willingness to sell Leased Equipment as an
indispensable element of their business relationship with the
Debtors, and may not be willing to enter into future leases of
equipment absent such a willingness to sell.

The Debtors request entry of an order that they be authorized
but not required to sell to their customers, free and clear of
all claims, certain equipment which the customers presently
lease or sublease from the Debtors. The Debtors further request
that, in the event that any of such equipment is sold by the
Debtors to a customer, the Debtors be authorized but not
required to pay the claims of other entities asserting an
interest in such leased equipment, including vendors with
purchase-money security interests or lessors, without further
notice to or authorization from the Court.

The Debtors believe that there may be considerable legal
uncertainty regarding the legal status of certain of the
Vendors. While certain of the Debtors' leases with the Vendors
are operating leases which appear to be true leases, the Debtors
believe that certain other of their lease transactions with the
Vendors are capital leases which may be susceptible to re-
characterization as secured sales, pursuant to which the Debtors
would have ownership of the Leased Equipment and the Vendors
would, if properly perfected, retain only a security interest.

Due to the vast number of individual leases involved, the
Debtors do not believe that it will be practicable to bring
separate motions to authorize the sale and purchase of
individual items of Leased Equipment. Instead, the Debtors
request advance authorization to sell all Leased Equipment if
and when the respective Customers for such equipment request to
purchase the Leased Equipment under terms that will be
profitable for the Debtors and their estates. Until such a
request is made, the Leased Equipment will not be sold and the
underlying leases will remain in effect. The Debtors submit that
most of the transactions for which authorization is sought are
"ordinary course" transactions not subject to Court
authorization. To the extent that any of the transactions set
forth herein are deemed not to be ordinary course transactions,
the Debtors submit that the purchase of the Leased Equipment and
payment of the Debtors' remaining obligations to the Vendors is
authorized, without regard to whether the underlying leases are
deemed to be Capital Leases or Operating Leases.

David R. Hurst, Esq., at Skadden Arps Slate Meagher & Flom, LLP,
in Wilmington, Delaware, submits that the sale of Leased
Equipment will benefit the Debtors' estates, since the Debtors
will realize a sale price from the Customer in excess of their
obligations to the Vendor and therefore would be supported by a
sound business purpose. In the event that they agree to sell any
Leased Equipment to a Customer, Mr. Hurst states that the
Debtors should further be authorized to make immediate payment
to the Vendor on account of such property without further
application to or authorization from the Court. In the case of
property which the Debtors assert an interest pursuant to an
Operating Lease, Mr. Hurst argues that payment to the Vendor is
clearly necessary to consummate the sale to the Customer as the
Debtors will be unable to convey title to the Leased Equipment
unless they first obtain it from the Vendor.

Even in the case of a Capital Lease, in which the Debtors
arguably have already obtained ownership of the Leased Property,
Mr. Hurst contends that immediate payment of the Vendor's
secured claim would also satisfy the sound business purpose
test. Because the security interest of the Vendor would attach
to the proceeds of the sale, Mr. Hurst explains that the Debtors
would be unable to use such cash proceeds absent the agreement
of the Vendor or the payment of adequate protection. In
addition, because the value of the sale proceeds of the Leased
Equipment presumably will be greater than the value of the
Vendor's claim, there is a risk that any Vendor not immediately
paid will assert a claim for post-petition interest. Finally,
the Debtors believe that failure to authorize payment to the
Vendors under Capital Leases would lead to unnecessary
litigation, unduly burdening the resources of the Debtors and
the Court.

In the event that the Debtors sell Leased Equipment that is
subject to a Capital Lease, Mr. Hurst asserts that the Debtors
would be entitled to sell the Leased Equipment free of all
claims, liens and interests because a debtor-in-possession may
sell property free and clear of any lien, claim or interest in
such property if, among other things, such interest is a lien
and the price at which such property is sold is greater than the
aggregate value of all liens on such property. (Exodus
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FEDERAL-MOGUL: Gets Court Injunction Against Utility Companies
--------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates operate
their businesses from 102 facilities, where they use various
gas, water, electric, telephone and other utility services
provided by hundreds of utility companies. Utility Companies may
alter, refuse or discontinue service to the Debtors 20 days
after a debtor files for bankruptcy protection if the Utility is
not adequately assured of future payment by that time.

Because the Utility Companies provide essential services to the
Debtors' manufacturing, distribution and other facilities, any
interruption in utility services could prove devastating. In
fact, the temporary or permanent discontinuation of utility
services at any of the Debtors' facilities could irreparably
disrupt the Debtors' business operations. Consequently, it is
vitally important to the Debtors' business, and thus to the
Debtors' successful reorganization, that utility services
continue uninterrupted after the expiration of the Stay Period.
Rather than addressing the demands of several Utility Companies
on a one-by-one basis, the Debtors seek to implement procedures
to minimize administrative costs and streamline the process to
provide all of the Utility Companies with adequate assurance of
future payment.

The Debtors request an order prohibiting the Utility Companies
from discontinuing, altering or refusing service, and
establishing procedures for determining adequate assurances.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young & Jones,
P.C., in Wilmington, Delaware, tells the Court that the Debtors
have an excellent payment history with each of the Utility
Companies. Other than utility bills not yet due and owing as of
the Petition Date, which the Debtors are prohibited from paying
as a result of the commencement of these chapter 11 cases, Ms.
Jones submits that the Debtors historically have paid their pre-
petition utility bills in full when due.

The Debtors represent that they have sufficient cash to pay
promptly all of the respective obligations to the Utility
Companies for post-petition utility services on an ongoing basis
and in the ordinary course of their businesses. Moreover, Ms.
Jones explains that all such claims will be entitled to
administrative priority treatment, providing additional
assurance that future obligations to the Utility Companies will
be satisfied in full.

The Debtors therefore submit that the Utility Companies already
have adequate assurances that post-petition invoices will be
paid because:

A. the Debtors have a history of prompt and full payment of pre-
   petition utility bills;

B. the Debtors expect to have adequate liquidity under the terms
   of their debtor in possession financing to pay for post-
   petition utility services on a current basis and

C. the Utility Companies are protected by the administrative
   priority status afforded their post-petition claims.

The Debtors further submit that no additional adequate
assurances of payment for post-petition utility services are
warranted.

Accordingly, the Debtors seek entry of an order providing, among
other things:

A. that, absent any further order of this Court, the Utility
   Companies are forbidden to discontinue, alter or refuse
   service on account of any unpaid pre-petition charges, or
   require payment of a deposit or receipt of other security
   in connection with any unpaid pre-petition charges;

B. that the Debtors will serve the Order on the Utility
   Companies via U.S. Mail, within 5 business days of the
   Order's date of entry; provided, however, that for any
   Utility Company that may have been omitted, the Debtors shall
   promptly provide notice of the Order upon learning of such  
   Utility Company;

C. that a Utility Company may request additional assurances of
   future payment from the Debtors in the form of deposits or
   other security within 30 days of the Date of Entry and, if
   the Debtors believe the Additional Assurance Request is not
   reasonable, the Debtors promptly will schedule a hearing to
   determine if additional assurances are necessary;

D. that any Additional Assurance Request must be made in writing
   and must include a summary of the Debtors' payment history
   relevant to the affected account(s); and

E. that a Utility Company shall be deemed to have adequate
   assurance of payment until a further order of this Court is
   entered in connection with a Determination Hearing.

The Debtors submit that the Court should use its powers in the
present cases because the issuance of the Order is necessary to
preserve the Debtors' potential for rehabilitation. If Utility
Companies require deposits to secure continued services, Ms.
Jones believes that the Debtors could face severe cash drains.
Ms. Jones contends that the harm is particularly unnecessary
under the current circumstances because the Debtors have sought
approval for use of post-petition financing that will provide
sufficient cash flow to pay all bills for post-petition utility
services when due.

The Debtors anticipate that there should be sufficient assets to
pay all priority claims in full, including post-petition
expenses of operation, such as utility charges.

                              *   *   *

Finding the relief requested has good and sufficient cause,
Judge Robinson issued an order that forbids Utility Companies
from discontinuing, altering or refusing services to the Debtors
on account of unpaid pre-petition charges or demanding security
deposits. (Federal-Mogul Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FIRST UNION-LEHMAN: S&P Affirms Low-B Commercial Trust Ratings
--------------------------------------------------------------
S&P Affirms First Union-Lehman Brothers Commercial Trust 1997-C1
Ratings

Standard & Poor's affirmed its ratings on four classes of the
First Union-Lehman Brothers Commercial Mortgage Trust's
commercial mortgage pass-through certificates series 1997-C1.

The affirmations reflect a mortgage pool that has experienced an
improvement in operating performance since issuance, but with an
increasing number of under performing loans.

According to the servicer, First Union National Bank, the pool
has exhibited improved financial performance with debt service
coverage (DSC) increasing to 1.48 times from 1.34x at issuance.
Only seven of the loans did not report year-end 2000 financial
information. The top 10 loans, which comprise 19% of the pool's
principal balance, all reported year-end 2000 numbers. The top
10 loans' DSC improved to 1.42x from 1.28x at issuance.

As of October 2001, there were eight delinquent loans totaling
$21.1 million, or 1.8% of total principal balance: one REO
property for $7.6 million, three specially serviced loans for
$17.9 million, and 16 watchlist loans totaling $58 million.

Five Service Merchandise stores account for 75% of the
delinquent loans' principal balance. Service Merchandise, which
continues to operate in bankruptcy, has received an extension of
time until January 2002 to assume or reject the leases on its
stores. According to the special servicer, CRIIMI MAE Services
L.P. (CRIIMI MAE), most of the stores in the collateral pool are
in good locations and not expected to close. The three other
loans are secured by two health care properties and one
industrial. One of the health care loans had its facility closed
and realized an appraisal reduction amount of $563,000. It is
under contract to sell its certificate of need and real estate
collateral.

The REO property, a student-housing complex in Gainesville, Fla.
has been effected by a very competitive local market. The loan
has incurred an appraisal reduction amount of $92,000 and is
expected to be sold shortly at a loss.

The largest of the three specially serviced loans (all are
current) has a balance of $12.8 million and accounts for 72% of
total principal balance for this category. The loan is secured
by a retail center located in Pembroke Pines, Fla. The property,
which is experiencing high vacancies, has Eckerd's as its only
anchor tenant. A second anchor tenant is in its final stages of
lease negotiations and is expected to take occupancy.

Loans with low DSCs or declining occupancies make up a
significant portion of the watchlist. All of the loans are
current.

Based on conversations with CRIIMI MAE, Standard & Poor's does
not presently believe that the trust will incur any losses that
will affect the ratings on the outstanding certificates. To
date, the trust has not realized any losses.

The loan pool consists of 262 fixed-rate loans with $1.18
billion of principal balance, down from $1.3 billion at
issuance. Retail and multifamily are the two most common
property types at 39.8% and 39.6% of total principal balance,
respectively. Florida and Texas are the only two states that
have concentrations in excess of 10%, at 11.9% and 11.2%,
respectively.

                   Outstanding Ratings Affirmed

     First Union-Lehman Brothers Commercial Mortgage Trust
      Commercial mortgage pass-thru certs series 1997-C1

                         Class   Rating

                           F       BB

                           G       BB-

                           H       B

                           J       B-


FRUIT OF THE LOOM: Seeks Approval of Berkshire Bidding Protocol
---------------------------------------------------------------
Fruit of the Loom, Ltd. and the Committees want to be certain
that Berkshire Hathaway's $835 million bid is the highest and
best available.  The Debtors propose a set of uniform bidding
procedures designed to flush-out any superior offer and
simultaneously avoid allowing these cases to devolve into a
chaotic morass of bidding-related litigation.

Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
suggests that Fruit of the Loom, after consultation with the
Committees, will (i) determine whether any person is a qualified
bidder, (ii) coordinate the efforts of qualified bidders in
conducting their respective due diligence investigations, (iii)
receive bids from qualified bidders, and (iv) negotiate any bid
made to purchase Fruit of the Loom.

To participate in the bidding process, each interested person
must deliver to Lazard Freres & Co., Fruit of the Loom's
investment banker, with a copy to the Committees' financial
advisors, no later than 12:00 noon (EST) on the third business
day after entry of an order approving these procedures:

      A) An executed confidentiality agreement in form and
substance satisfactory to Fruit of the Loom, which is no less
favorable to Fruit of the Loom than the confidentiality
agreement executed by Berkshire;

      B) The most current audited and latest unaudited financial
statements of the potential bidder or if the bidder is an entity
formed for the purpose of the transaction, (x) financials of the
equity holder(s) or such other form of financial disclosure
acceptable to Fruit of the Loom, and (y) the written commitment
of the equity holders to be responsible for the bidder's
obligations in connection with the transaction.

A qualified bidder must demonstrate the financial capability to
consummate the sale in the opinion of Fruit of the Loom after
consultation with the Committees.  After review of the
information provided, within two business days, Fruit of the
Loom will notify the potential bidder of its status. If deemed a
qualified bidder, Fruit of the Loom will deliver a confidential
memorandum containing information and financial data relating
to the company and a copy of the agreement.

Any person who wishes to participate in the bidding process must
be a qualified bidder.  Neither Fruit of the Loom nor its
representatives shall be obligated to furnish any information of
any kind to any person who is not a qualified bidder.

To obtain due diligence access, a qualified bidder must first
provide Fruit of the Loom's investment banker a written non-
binding expression of interest regarding (i) the transaction,
(ii) the purchase price range, (iii) the structure and
financing, (iv) any conditions to closing that it may oppose,
(v) the nature and extent of additional due diligence it may
wish to conduct.  If Fruit of the Loom deems the request viable,
it shall afford the qualified bidder reasonable due diligence.

The deadline for submitting bids shall be 12:00 noon (EST),
November 27, 2001.  Fruit of the Loom, after consultation with
the Committee's, may extend the bid deadline but is not
obligated to do so.

A qualified bidder that wishes to submit a bid shall deliver
written copies of its bid to: (A) Lazard Freres & Co., LLC, 30
Rockefeller Plaza, New York, New York, 10020, Attention: Blake
0'Dowd, fax number (212) 332-1748 and Milbank, Tweed, Hadley &
McCloy LLP, 1 Chase Manhattan Plaza, New York, New York 10005,
Attention: Luc A. Despins, Esq., fax number (212) 530-5219, and
(B) (i) Houlihan, Lokey, Howard & Zukin, 685 Third Avenue, 15th
Floor, New York, New York 10017, Fax No. (212) 661-3070,
Attention: David Hilty; (ii) Chilmark Partners, John Hancock
Building, 875 North Michigan Avenue, Suite 3460, Chicago,
Illinois, 60611, Attention: David Schulte, fax number (312) 337-
0990; and (iii) Chanin Capital Partners, 12 East 49th Street,
14th Floor, New York, New York 10017, Attention: Steven Strom,
fax number (212) 758-2628, not later than 12:00 Noon on November
27, 2001, who shall then distribute a copy of the bid to (i)
Fruiit of the Loom and their other legal and financial advisors,
(ii) counsel for the Committees, and (iii) Berkshire and counsel
for the Berkshire.

A bid must (i) state that the qualified bidder offers to
consummate the transaction as contemplated by the agreement,
(ii) confirm that the offer shall remain open until the end of
the first business day following the earlier to occur of the
closing under a plan incorporating the bid and May 2, 2002,
(iii) enclose a copy of the proposed marked agreement, and (iv)
be accompanied with a certified or bank check or wire transfer
of $20,000,000 payable to Fruit of the Loom as a good-faith
deposit.  In addition the qualified bidder must provide written
evidence of a commitment for financing or other evidence of
ability to consummate the transaction.

Fruit of the Loom will consider a bid only if the bid:

      A) provides for an aggregate price of at least $10,000,000    
         over the offer of Berkshire;

      B) provides the purchase price in cash and securities
         comprised of U.S. dollars only;

      C) is on terms not materially more burdensome than the
         terms of the Berkshire agreement;

      D) is not conditioned on outcome of unperformed due
         diligence;

      E) does not request any termination fee, expense
         reimbursement or similar type of payment;

      F) fully discloses the identity of each entity that will
         be bidding for Fruit of the Loom.

The terms of the successful bid will be incorporated into the
plan, which together with the disclosure statement and
explanatory statement will be amended to the extent required.  
The closing of the sale shall be contingent upon confirmation of
the Plan and the occurrence of the effective date of the Plan.  
The Plan may provide that if the sale to the successful bidder
does not close on or before April 30, 2002, Fruit of the Loom
may enter a transaction with the next highest bidder.

If qualified bids are received by the bid deadline, Fruit of the
Loom will conduct an auction.  It shall take place at 10:00 am
(EST) on November 30, 2001, at the offices of Milbank, Tweed,
Hadley & McCloy, 1 Chase Manhattan Plaza, New York, New York,
10005.  Qualified bidders will be permitted to increase their
bids.  The increments will be at least $5,000,000.

                  Fruit of the Loom's Rationale

Mr. Despins says that Berkshire is unwilling to commit to hold
open its offer to purchase the business, under the terms of the
Agreement unless the Bidding Procedures Order authorizes payment
of the Termination Fee and also authorizes compliance with the
preclosing performance requirements of the Agreement. Thus,
absent entry of the Bidding Procedures Order and approval of the
Bidding Procedures, Fruit of the Loom may lose the opportunity
to obtain what it believes to be the highest and/or best
available offer for the business. Fruit of the Loom thus request
that the Court authorize payment of the Termination Fee pursuant
to the terms and conditions of the Agreement.

In addition, an amended Disclosure Statement cannot be approved
until the Auction is complete. Under the terms of the Agreement,
the Purchaser has a right to terminate the Agreement (and to
receive a Termination Fee)if the Plan is not confirmed by March
29, 2002, provided, however, that if on such date Sellers are
using their commercially reasonable efforts to obtain entry of
the Confirmation Order and the Sanction Order, then such date
shall be extended for so long as Fruit of the Loom are using
their commercially reasonable efforts to obtain entry of the
Confirmation Order and Sanction Order, but in no event shall
such date be extended past May 31, 2002.  Fruit of the Loom thus
fears that any delay in commencing the Auction process creates a
risk to Fruit of the Loom's ability to receive such value.

Mr. Despins asks Judge Walsh to hold a hearing to consider these
Bidding Procedures as quickly as possible.  Berkshire has
offered substantial value and Debtor is anxious to begin the
process of confirming the plan. Moreover, the Berkshire
Agreement may be terminated if the bidding procedures are not
approved by November 30, 2001.  Fruit of the Loom will still be
required to amend its plan, scheme and disclosure statement to
obtain approval of the disclosure statement, to solicit
acceptances of the plan and scheme, and finally, to confirm its
plan.  Realistically, Mr. Despins says, an amended disclosure
statement cannot be approved until the auction is complete.  
Under the terms of the Agreement, and to receive a termination
fee, the plan must be confirmed by March 29, 2002, provided that
Fruit of the Loom is using its commercially reasonable efforts
to obtain entry of the confirmation order and sanction order.  
If this is the case, then such date shall be extended for so
long as this situation continues.  But no event shall be
extended beyond March 31, 2002.

While Fruit of the Loom is aware that this deadline is some six
months away, considering the required notice periods, the
intervening holidays, and the general risks of any chapter 11
proceeding, Fruit of the Loom is anxious to commence and
complete this process as soon as possible to avoid any risk of a
termination of the Agreement for failure to obtain confirmation
of the Plan within the time limits set under this provision.

Fruit of the Loom proposes that the Bidding Procedures motion be
heard on either November 14 or November 15, so if part of the
motion is granted, the order can be entered before November 23,
2001, and Fruit of the Loom can hold the auction in accordance
with the Bidding Procedures.  Fruit of the Loom recognizes that
the dates are not a regularly scheduled hearing date in these
cases, but the hearing dates set for November 9, 2001, are  even
sooner than requested and November 21, 2001 comes the day before
Thanksgiving. (Fruit of the Loom Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


GS INDUSTRIES: Completes Sale of ME Int'l Unit to Chilean Firm
--------------------------------------------------------------
Mark G. Essig, Chairman, President and Chief Executive Officer
of GS Industries, Inc., announced that the company has
successfully completed the sale of its ME International, Inc.,
unit to The Claro Group of Santiago, Chile.

Terms of the transaction were not disclosed.

ME International supplies cast mill liners and other wear parts
to mining operations around the world. Its main offices are
located in Minneapolis, Minnesota, and its production facilities
are located in Duluth, Minnesota and Tempe, Arizona.

"MEI is an excellent company with a dominant position in its
markets, thanks to the many changes and improvements that we
have made over the past few years," Essig said. "This
transaction is good for MEI, for GSI, and for the people of
these organizations at this time. We have had business dealings
with the Claro Group for several years, and know they will be an
excellent owner of MEI."

Headquartered in Charlotte, GS Industries is the largest
producer of steel wire rod in the United States and is the
largest global provider of grinding media for the worldwide
mining industry. The company has been reorganizing under Chapter
11 bankruptcy protection since February, 2001.

In completing this transaction, GSI sharpens its focus on its
core businesses of wire rod and grinding media. Proceeds from
the sale will also strengthen the company's financial position.

"The sale of MEI is a positive step in our restructuring
process," Essig said. "GS Industries has made remarkable
progress in its restructuring efforts since February. Prior to
the sale of MEI, or any asset sales, GSI has retired almost 50%
of its total DIP financing through positive operating cash flow.
The sale of MEI will only make our financial position stronger,
and aid in our overall reorganization."

With the completion of the sale of ME International, GS
Industries continues to operate its Georgetown Steel unit in
Georgetown, South Carolina, and its Molycop USA grinding media
business in the United States. GSI also operates its network of
international operations and joint venture partnerships in
Canada, Mexico, Chile, Peru, Australia, Italy and The
Philippines.


GENSYM: Completes Sale of NetCure to Rocket Software for $2.5MM
---------------------------------------------------------------
Gensym Corporation (OTC Bulletin Board: GNSM), a leading
provider of software and services for expert operations
management, announced that it has completed the sale of its
NetCure product line to Rocket Software, Inc. of Natick,
Massachusetts for $2.5 million in cash. Gensym also reported
that it has used some of the proceeds from the NetCure sale to
retire the previously announced bridge loan financing of
approximately $1.0 million and that it will not proceed with the
previously announced rights offering.

NetCure was Gensym's out-of-the-box software product for IP
network event and fault management that provides automated root-
cause analysis of critical network infrastructure problems, as
well as action recovery from such problems. NetCure allows
customers to effectively manage large, complex networks by
automatically detecting, isolating, diagnosing and correcting
faults in frame relay, ATM and routing/switching elements - all
in real time.

Commenting on the sale, Lowell Hawkinson, Gensym's president and
CEO, said, "The sale of the NetCure product line is an important
part of Gensym's restructuring plan that was announced in early
August when I returned to the company as president and CEO. The
sale allows us to concentrate our energies and resources on our
existing customer base and on our well established G2 and G2-
based products." Mr. Hawkinson continued, "In addition, in light
of the funds Gensym received from the NetCure sale, and Gensym's
generally improved financial situation, we have determined not
to proceed with the previously announced rights offering."

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

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

Gensym has numerous partners who can help meet the specific
needs of customers. Gensym and its partners deliver a range of
services, including training, software support, application
consulting and complete solutions. Through partners and through
its direct sales force, Gensym serves customers worldwide.
Gensym and G2 are registered trademarks of Gensym Corporation.


GLENOIT CORP: Wants Plan Filing Period Extended to February 3
-------------------------------------------------------------
Glenoit Corporation and its debtor-affiliates ask the United
States Bankruptcy Court for the district of Delaware to extend
their Exclusive Periods by ninety days.  The Debtors seek an
extension of the Exclusive Filing Period through February 3,
2002. The Debtors also seek an extension of the Exclusive
Solicitation Period within which the Debtors shall maintain an
exclusive right to solicit votes on the plan through April 7,
2002.

The Debtors seek to extend the Exclusive Periods to allow them
to continue to facilitate the resolution of these cases in a
manner agreed to by their pre- and post-petition secured
creditors and by their Unofficial Noteholders Committee. The
Debtors' strategy will ensure that any plan takes into account
the interests of all the Debtors, their creditors and their
estates.

The Debtors believe that the size and complexity of their cases
justify an extension of the exclusivity periods.

The Debtors had two separate divisions spread across several
states, as well as non-debtor subsidiary in Canada and other
non-debtor sourcing subsidiaries in China and other Far Eastern
countries.

Furthermore, the Debtors' cases so far have involved litigation
or negotiation over lease issues, corporate governance, pension
issues, the terms of potential sales of certain of the Debtors'
operating assets, and the disposal of many non-essential assets.

In addition, each of the Debtors' operating divisions faces its
own unique operational and reorganization issues, which have
made the disposition of the Debtors' assets and the development
of a reorganization strategy challenging. For instance, both
American Pacific and Ex-cell Home Fashions rely on several
licenses of trademarks or other intellectual property for a
large portion of their finished goods, making assumption and
assignment of those licenses key to any sales. The negotiations
with the owners of such intellectual property have proven very
delicate. The Fabrics Division, on the other hand, operates in
an industry that continues to trend downward, making it less
likely that such division can be sold.

Approval of this motion, the Debtors believe, will give them the
ability to develop their reorganization free of risks, which
will inure to the benefit of parties in interest in this case.

Headquartered in New York City, Glenoit Corporation is a
domestic manufacturer of small rugs, knit pile fabrics and an
importer and manufacturer of home products such as quilts,
comforters, shams, shower curtains, table linens, pillows and
pillowcases with operations in North Carolina, Ohio, California
and Canada. The Company filed for Chapter 11 protection on
August 8, 2000 in the US Bankruptcy Court for the District of
Delaware. Joel A. Waite, Esq. at Young, Conaway, Stargatt &
Taylor represents the Debtors in their restructuring efforts.


GREATE BAY: Sees Need for Chapter 11 to Complete Restructuring
--------------------------------------------------------------
Greate Bay Casino Corporation (OTC Bulletin Board: GEAA)
reported net income of $973,000, for the third quarter of 2001
compared to a net loss of $1.2 million for the third quarter of
2000.  Revenues for the third quarter of 2001 amounted to $10.5
million compared to revenues of $4.6 million for the third
quarter of 2000.  The increase in revenues and net income was
due to a dramatic increase in software installation revenues at
Advanced Casino Systems Corporation (ACSC), Greate Bay's sole
remaining operating subsidiary.

For the nine months ended September 30, 2001, Greate Bay
reported net income of $235,000 on revenues of $27.4 million
compared to a net loss of $5.2 million on revenues of $9.5
million for the comparable nine months of 2000.  The improvement
in operating results for the nine months is attributable to the
previously mentioned increase in ACSC software installation
revenues.

Greate Bay's only remaining operating activity is the
development, installation and maintenance of casino systems by
ACSC.  At September 30, 2001, Greate Bay and its subsidiaries
had debt outstanding to Hollywood Casino Corporation (HCC)
consisting of demand notes and accrued interest thereon totaling
$9.9 million and a 14.875% promissory note due 2006 together
with interest thereon totaling $51.9 million.  Semi-annual
interest payments of approximately $3.5 million attributable to
the 14.875% secured promissory note became payable commencing in
August 2001.  ACSC's operations do not generate sufficient cash
flow to provide debt service on the HCC notes and, consequently,
Greate Bay is insolvent.  

Greate Bay is currently negotiating with HCC to restructure its
obligations and, in that connection, has entered into certain
standstill agreements with HCC.  Under the standstill
agreements, all payments of principal and interest due from HCC
during the period from March 1, 2000 through November 1, 2001
with respect to a note have been deferred until December 1, 2001
in consideration of HCC's agreement not to demand payment of
principal or interest on Greate Bay's obligations to HCC. The
fair market value of Greate Bay's assets is substantially less
than its existing obligations to HCC, and accordingly,
management anticipates that any restructuring of Greate Bay's
obligations will result in the conveyance of all of its assets
(or the proceeds from the sale of its assets) to HCC, resulting
in no cash or other assets remaining available for distribution
to Greate Bay's shareholders.  

Any restructuring of Greate Bay's obligations, consensual or
otherwise, will require it to file for protection under federal
bankruptcy laws and will ultimately result in the liquidation of
Greate Bay.


INTEGRATED HEALTH: Inks Pact to Sell Unit to HealthTronics
----------------------------------------------------------
HealthTronics Surgical Services, Inc. (Nasdaq: HTRN), a leading
provider of non-invasive surgical services to the urologic and
orthopaedic communities, announced that it has signed a Stock
Purchase Agreement to purchase the outstanding stock of Litho
Group, Inc., a wholly owned, non-debtor subsidiary of Integrated
Health Services Inc.   

The agreement, which was filed under a sale motion with the
Delaware Bankruptcy Court on November 8, 2001, providing for the
establishment of bidding procedures and the approval of the
stock purchase agreement, is contingent upon the approval of the
Court and the satisfaction of certain other conditions included
in the agreement and the sale motion.

"We are pleased with the progression of our negotiations with
IHS over the purchase of Litho Group, Inc.," commented Dr. Argil
Wheelock, Chairman and Chief Executive Officer of HealthTronics
Surgical Services, Inc.  "We hope to announce further details of
the proposed transaction and its impact on the Company, once the
sale motion has been approved by the Court."

HealthTronics Surgical Services, Inc. provides urologic and
orthopaedic services to patients in thirty-one states.  The
Company has equity and/or management interests in 53 kidney
lithotripsy locations which use the Company's proprietary
lithotripter, the LithoTron.  In orthopaedics, HealthTronics is
involved in 45 Orthotripsy operations with the OssaTron.

Litho Group, Inc. provides urologic services to patients in 15
states. Litho Group, Inc. has equity and/or management interest
in 47 lithotripsy locations and is the second largest provider
of lithotripsy services in the country.  IHS and the majority of
its subsidiaries, excluding Litho Group Inc., have been
operating under Chapter 11 of the United States Bankruptcy Code
since February 2, 2000.


KNOWLES ELECTRONICS: S&P Airs Concern About Decline in Sales
------------------------------------------------------------
Standard & Poor's revised its outlook on Knowles Electronics to
negative from stable. At the same time, Standard & Poor's
affirmed its single-'B'-plus corporate credit and senior secured
bank loan ratings and its single-'B'-minus subordinated note
ratings on the company.

The outlook revision is based on declining sales and
profitability that will likely lead to weaker credit measures.
Sales for the first nine months of 2001 fell 6%, and
profitability by nearly 10% from the same period in the
prior year. Furthermore a weaker economic climate is likely to
further pressure operating performance in the near term.

Ratings are based on a leading niche market position, offset by
a highly leveraged financial profile and by risks associated
with growth initiatives in Knowles' other lines of business.
Itasca, Illinois-based Knowles designs and manufactures
components for the hearing-aid and automotive-components
markets. Knowles is the long-standing market-share leader in the
hearing-aid transducer market and enjoys well-established
relationships with leading hearing-aid original equipment
manufacturers (OEM). In addition, moderate product life cycles
for its hearing-aid-components transducers benefit its business
profile. A low-cost manufacturing base in Asia and central
Europe is a supporting factor for the rating.

Still, Knowles' Emkay division, which comprises about 15% of
sales, is focused on high-growth niche markets in voice
recognition, which are highly competitive, have short product
cycles and, therefore, present greater management challenges.
While growth prospects are attractive in this segment, product
introductions will require some time to demonstrate adequate
operational results. In addition, operating performance in the
automotive components division, which produces sensors and
solenoids and comprises 25% of sales, is below desired levels,
due to weak worldwide demand for heavy-duty vehicles.

Operating margins of about 25% for the first nine months of 2001
are below the company's historic norms of 28%-30% due to in part
to slower sales and weaker operating performance in its
automotive division. Knowles is highly leveraged, with debt to
EBITDA for the 12 months ended September 2001 of almost 5.5
times. Consequently, cash flow protection measures are weak,
with EBITDA coverage of interest of just 1.5x. Capital
expenditures, primarily associated with the implementation of a
new enterprise resource planning system, and near-term
amortizations on its term loans are likely to total about $35
million in 2001 and to consume much of operating cash flow.
Financial flexibility is limited to modest cash balances and
full availability of Knowles' $50 million revolving credit
facility.

                       Outlook: Negative

Ratings are likely to be lowered in the near term unless
management can improve operating performance and increase cash
flow protection measures.


LAIDLAW INC: Buffalo Court Extends Exclusive Period to March 1
--------------------------------------------------------------
Laidlaw Inc. and its debtor-affiliates sought and obtained an
order:

    (i) extending the period during which the Debtors have the
        exclusive right to file a plan or plans of
        reorganization by approximately four months, through and
        including March 1, 2002; and

   (ii) extending the period during which the Debtors have the
        exclusive right to solicit acceptances of that plan
        through and including May 1, 2002.

Garry M. Graber, Esq., at Hodgson Russ, in Buffalo, New York,
convinced Judge Kaplan that cause exists to extend the exclusive
periods in the Debtors' chapter 11 cases.  According to Mr.
Graber, the sheer size and complexity of these cases supports a
finding of cause to extend the Exclusive Periods.  In addition,
Mr. Graber emphasizes that the Debtors have made substantial
progress in these cases.  Mr. Graber also reminds the Court that
the Debtors, the Bank Group and the Noteholders' Committee have
already reached an agreement in principle on a plan of
reorganization and, in fact, have already filed a proposed Joint
Plan of Reorganization and related disclosure statement
memorializing that agreement.  Unfortunately, Safety-Kleen now
asserts a $4.6 billion (or more) claim against Laidlaw, and it
will take time to resolve that wildcard interjected in Laidlaw's
cases. (Laidlaw Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


LOEWEN GROUP: Net Loss Balloons to $50.8 Million in 3rd Quarter
---------------------------------------------------------------
The Loewen Group Inc. announced its results for the third
quarter ended September 30, 2001.

Third quarter revenues were $189.9 million, down $16.3 million
or 7.9 percent from the prior year, primarily reflecting the
reduction of approximately 300 locations, or 19.8 percent of all
locations existing at the end of the third quarter of 2000, due
to the Company's ongoing disposition program. Earnings from
operations were $5.9 million in 2001, before an impairment
provision of $34.7 million, compared to $16.6 million last year.
The net loss for the third quarter was $50.8 million, compared
to a net loss of $3.0 million in 2000. The Company's cash
position continued to improve, rising $8.0 million during the
quarter to $228.4 million at September 30, 2001.

On a same-store basis, funeral revenues in the third quarter
increased slightly, by 0.3 percent, from the third quarter of
2000. Total average revenue per funeral service on a same-store
basis rose 1.8 percent during the quarter from the prior year
comparable period, which brought the year-to-date increase from
a year ago to 1.3 percent. Same-store funerals performed were
down 1.4 percent in the third quarter and 1.5 percent on a year-
to-date basis compared to the respective prior year comparable
periods.

Cemetery revenues in the third quarter, both at-need and pre-
need, continued below last year's levels, primarily due to the
impact of dispositions. The Company's efforts to rebuild its
cemetery sales force have continued to be slower than planned
and have also contributed to the sales declines versus prior
years.

Paul A. Houston, President and CEO, commenting on the Company's
operations, stated: "Our disposition program, together with the
final stages of the reorganization process, continued to have a
significant impact on our revenues during the third quarter. On
a same-store basis, our funeral business performed reasonably
well, with average revenue per service increasing. July and
August volumes gave us a good start to the quarter, however
calls in September were softer. An important factor in the
results from our cemetery business was the disappointing pace of
growth in our pre-need sales force. Developing profitable pre-
need sales is a key priority of ours, and we continue to be very
focused on making progress in this area."

                    Disposition Program

The Company's program to divest non-strategic assets continues
to proceed at a satisfactory pace. During the quarter ended
September 30, 2001, the Company sold 23 properties and received
sales proceeds of approximately $4.7 million.  Since the
inception of the disposition program, transactions involving
approximately 380 properties and approximately $143.0 million in
sales proceeds have been either completed, approved by the
Bankruptcy Court or have been signed and submitted for approval.

Subsequent to quarter end, the Company completed the sale of its
nine locations in the State of Hawaii. Proceeds from this
transaction, which closed on November 7th, totaled $35.0
million.

During the third quarter, the Company entered into an agreement
to sell its interests in relation to 29 cemeteries in the State
of Michigan. This transaction is expected to close during the
fourth quarter of the year.

                   Reorganization Progress

At a hearing on September 4, 2001, the Disclosure Statement
related to the Company's Fourth Amended Plan of Reorganization
was approved by the United States Bankruptcy Court for the
District of Delaware.  Consistent with the schedule submitted to
the Court, the Plan of Reorganization and Disclosure Statement
were mailed to creditors during the week of September 10th for
the purpose of voting on the Plan.  Voting was completed on
November 6th, with more than 90 percent of all submitted ballots
being cast in favour of the Plan, based on preliminary results,
and sufficient support being obtained to proceed with a
confirmation hearing, scheduled by the U.S. Bankruptcy Court for
November 27-29, 2001.

John S. Lacey, Chairman of the Board, commented: "Overall, we
are very pleased with the voting results, which indicate
significant support from our principal creditor groups. We are
particularly pleased that the three creditor classes associated
with the Collateral Trust Agreement, which collectively
represent about $2.0 billion of our total outstanding debt,
voted more than 99 percent to accept the Plan. The voting
results reinforce our view that the Plan, which was established
through extensive negotiations, is in the best interest of our
stakeholders. Looking ahead, there may still be some issues to
address as we proceed to the confirmation hearing.  However,
given the merits of the Plan and the support it has attracted,
we truly believe that the Company is nearing the end of what has
been a very long and difficult process. With a favourable
outcome at the hearing, we should be in a position to emerge
from bankruptcy protection by around the end of the year."

                    Basis of Presentation

The Company's interim consolidated statements of operations and
deficit, balance sheets and statements of cash flow have been
prepared on a "going concern" basis in accordance with Canadian
generally accepted accounting principles. The going concern
basis of presentation assumes that the Company will continue in
operation for the foreseeable future and will be able to realize
its assets and discharge its liabilities and commitments in the
normal course of business. As a result of the creditor
protection proceedings and circumstances relating to this event,
including the Company's debt structure, recent losses, cash flow
and restrictions thereon, such realization of assets and
discharge of liabilities are subject to significant uncertainty.

The interim consolidated financial statements do not reflect
adjustments that would be necessary if the going concern basis
was not appropriate. If the going concern basis was not
appropriate for these interim consolidated financial statements,
then significant adjustments would be necessary in the carrying
value of assets and liabilities, the reported revenues and
expenses, and the balance sheet classifications used.
Additionally, the amounts reported could materially change as
part of a plan of reorganization, since the reported amounts in
these interim consolidated financial statements do not give
effect to all adjustments to the carrying value of the
underlying assets or amounts of liabilities that may ultimately
result. The appropriateness of the going concern basis is
dependent upon, among other things, confirmation of a plan of
reorganization, future profitable operations, and the ability to
generate sufficient cash from operations and other financing
arrangements to meet obligations.

The U.S. Securities and Exchange Commission's Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements"
(SAB 101), was required to be implemented for U.S. generally
accepted accounting principles in the fourth quarter of 2000,
with effect from January 1, 2000.  For U.S. generally accepted
accounting principles, the Company has implemented SAB 101, on a
prospective basis, for pre-need sales contracts consummated on
or after January 1, 2001, but has not yet recognized the
implementation and cumulative effect of the adoption of SAB 101
for pre-need sales contracts consummated prior to January 1,
2001, as a result of the Company's ongoing reorganization
proceedings.

The Loewen Group Inc. currently owns or operates 891 funeral
homes and 285 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.

               Discussion Of Operating Results

            Three Months Ended September 30, 2001

Funeral home revenues were $121.7 million, a decrease of 9.9
percent from $135.2 million in the third quarter of 2000. On a
same-store basis, the number of funerals performed was down 1.4
percent compared with the third quarter of 2000. The Company
experienced same-store average revenue per funeral service
during the quarter that was 1.8 percent higher than that of
2000. Overall funeral home operating margin in the third quarter
of 2001 was 23.8 percent compared with 25.9 percent in the same
quarter in 2000, reflecting, the Company believes, the effects
of lower revenues, primarily due to dispositions in the fourth
quarter of 2000 and in the first three quarters of 2001, and
less than proportional location cost reductions. The Company
performed approximately 33,000 funeral services during the third
quarter of 2001, compared to approximately 36,300 in the same
period a year earlier.

Third quarter cemetery revenues were down 12.3 percent to $40.8
million, compared with $46.5 million in the same quarter in
2000. The reduction primarily reflects the impact of
dispositions in the fourth quarter of 2000 and in the first
three quarters of 2001, as well as the residual effect of
changes to the Company's commission structure and pre-need
sales. Cemetery operating margin was $2.3 million for the
quarter compared with $7.6 million for the same period last
year. Cash flow was $3.6 million for the quarter, compared to
$12.1 million for the same period last year.

General and administrative expenses increased slightly by $0.8
million, or 4.9 percent, in the third quarter of 2001, from the
same period in 2000, but are consistent with the prior quarter
and commensurate with the current operating level and ongoing
administrative improvement initiatives.

An asset impairment provision of $34.7 million was recorded
during the quarter, of which $17.6 million related to amendments
to a previous agreement reached to sell a group of 29 cemeteries
in the State of Michigan, which were not included in the
previously-announced program to dispose of locations that are
considered non-strategic assets. An additional impairment
provision of $7.8 million related to the termination of a
cemetery management agreement associated with three cemeteries
not owned by the Company. The remaining impairment provision of
$9.3 million resulted from several additional properties not
included in the locations previously identified for disposal, as
well as adjustments to estimated proceeds for existing
properties held for sale.

The Company incurred $13.7 million in reorganization costs
during the quarter arising from expenses related to the June 1,
1999 filings under Chapter 11 of the U.S. Bankruptcy Code and
under the Canadian Companies' Creditors Arrangement Act.

               Nine Months Ended September 30, 2001

Funeral home revenues were $396.3 million, a decrease of 9.1
percent from $435.8 million in 2000. On a same-store basis, the
number of funerals performed was down 1.5 percent compared with
2000. The Company experienced same-store average revenue per
funeral service during 2001 that was 1.3 percent higher than
that of 2000. Overall funeral home operating margin in 2001 was
26.1 percent compared with 29.5 percent in 2000, reflecting, the
Company believes, the effects of lower revenues, primarily due
to dispositions in the fourth quarter of 2000 and in the first
three quarters of 2001, and less than proportional location cost
reductions. The Company performed approximately 107,300 funeral
services during the first nine months of 2001, compared to
approximately 117,100 in the same period a year earlier.

Cemetery revenues were down 21.9 percent to $135.1 million,
compared with $172.9 million in 2000. The reduction primarily
reflects the impact of dispositions in the fourth quarter of
2000 and in the first three quarters of 2001, as well as the
impact of changes to the Company's commission structure and pre-
need sales. Cemetery operating margin was $20.0 million in 2001,
compared with $39.9 million for the same period last year. Cash
flow was $16.6 million in 2001, compared to $52.2 million for
the same period a year ago.

General and administrative expenses were reduced by $2.5
million, or 4.7 percent, in 2001, from the same period in 2000,
reflecting the Company's efforts to operate more efficiently.

An asset impairment provision of $192.0 million was recorded
during 2001, of which approximately $168.3 million resulted from
three groups of properties that were not included in the
previously-announced program to dispose of locations that are
considered non-strategic assets. Of these, $148.8 million
related to an agreement to sell a group of 29 cemeteries in the
State of Michigan. The remaining impairment provision resulted
from several additional properties not included in the locations
previously identified for disposal, as well as adjustments to
estimated proceeds for existing properties held for sale.

The Company incurred $33.8 million in reorganization costs
arising from expenses related to the June 1, 1999 filings under
Chapter 11 of the U.S. Bankruptcy Code and under the Canadian
Companies' Creditors Arrangement Act.


LOEWS CINEPLEX: Pending Plan Approval, Auditors Express Doubt
-------------------------------------------------------------
As a result of Loews Cineplex Entertainment Corporation's
recurring losses, the Chapter 11 and CCAA filings and
circumstances relating to these events, including the Company's
debt structure and current economic conditions, realization of
assets and liquidation of liabilities are subject to significant
uncertainty.

Loews is not able to predict at this time what impact, if any,
the terrorist attacks on September 11, 2001 in New York City and
Washington, D.C., and the resulting consequences, will have on
attendance at its theatres and consequently on its operating
performance. Loews believes that cash from operations along with
financing provided through a Debtor-in-Possession Credit
Facility entered into on February 15, 2001, as amended, should
be available to provide liquidity to allow the Company to
continue as a going concern.

However, there can be no assurance of this. Loews' ability to
continue as a going concern is dependent upon its ability to
maintain compliance with various financial and other covenants
under the DIP Facility and the ability to generate sufficient
cash from operations and financing sources to meet obligations
as they become due. In the event a Chapter 11 plan of
reorganization/CCAA plan of arrangement are confirmed by the
Bankruptcy Court/Superior Court and become effective,
continuation of business thereafter will be dependent on the
Company's ability to achieve successful operations, maintain
satisfactory capital and liquidity and obtain access to funds
under a credit facility. Until the plans of reorganization are
confirmed by the Bankruptcy Court/Superior Court and become
effective, there can be no assurance that Loews will emerge from
these bankruptcy proceedings, and the effect of the terms and
conditions of such plans of reorganization on its business
cannot be determined. Therefore there is substantial doubt
regarding the Company's ability to continue as a going concern.

Loews continues to close or dispose of certain overlapping
theatre locations and underperforming theatres, including older,
obsolete theatres that contribute only minimally to cash flow
from operations or are operating at a loss. As a result of weak
operating performance and the prior year industry downturn,
Loews was successful in disposing of/closing a significant
number of locations which has had a significant impact on
Company operating revenues and costs as reported for the current
year. During fiscal year 2001 and the first six months of fiscal
year 2002, the Company has closed an aggregate of 128 locations
comprising 719 screens.  These theatres generated $95.9 million
in total revenues and $24.3 million in negative operating cash
flow during fiscal 2001. While in the aggregate these theatres
generated significant revenues, the disposition or closure of
these screens will improve  operating cash flow on an ongoing
basis. As a result of the significant number of locations
closed, as of August 31, 2001 Loews is operating 276 locations
(2,492 screens) as compared to 376 locations (2,960 screens) at
August 31, 2000.

                      Results of Operations

               Three Months Ended August 31, 2001
          Compared to Three Months Ended August 31, 2000

Operating Revenues of approximately $271.1 million for the three
months ended August 31, 2001 were $6.0 million higher than the
three months ended August 31, 2000. This overall increase in
revenues is net of lower revenues of approximately $32.7 million
primarily due to the significant number of theatres
closed/disposed of subsequent to August 31, 2000 which were
primarily overlapping theatre locations and underperforming
theatres, including older, obsolete theatres that contributed
only minimally to cash flow from operations or were operating at
a loss, as previously discussed. Operating revenues are
generated primarily from box office revenues and concession
sales. Box office revenues for the three months ended August 31,
2001 of approximately $190.2 million were $8.1 million higher
than the three months ended August 31, 2000 primarily due to an
increase in attendance levels resulting from new theatre
openings and the strong performance of film product experienced
in the current period (approximate 8% increase in industry-wide
attendance for the quarter) coupled with the favorable impact of
an improvement in admission revenues per patron of $0.37 for the
three months ended August 31, 2001. These increases were
partially offset by the decline in box office revenues resulting
from the significant number of theatres closed subsequent to
August 31, 2000. Concession revenues for the three months ended
August 31, 2001 of approximately $70.9 million were $500
thousand lower in comparison to the three months ended August
31, 2000 due primarily to the decline resulting from the
significant number of theatres closed/disposed of subsequent to
August 31, 2000 partially offset by the aforementioned increase
in attendance volume and an increase in concession revenues per
patron.

Operating Revenues of approximately $452.6 million for the s ix
months ended August 31, 2001 were $17.7 million lower than the
six months ended August 31, 2000. Box office revenues for the
six months ended August 31, 2001 of approximately $317.3 million
were $8.3 million lower, and concession revenues of
approximately $118.7 million were $7.2 million lower in
comparison to the six months ended August 31, 2000. These
decreases in operating revenues were due primarily to the
significant number of theatres closed/disposed of subsequent to
August 31, 2000 which primarily were overlapping theatre
locations and underperforming theatres, including older,
obsolete theatres that contributed only minimally to cash flow
from operations or were operating at a loss, as previously
discussed. This overall decrease in revenues is net of
additional revenues of approximately $42.4 million primarily
from new theatre openings and an improvement in admission
revenues per patron of $0.36 for the six months ended August 31,
2001.

Net losses for the Company for the three and six months ended
August 31, 2001 were $9.9 million and $ 54.4 million,
respectively.  For comparison, the net losses for the three and
six months ended August 31, 2000 were $ 55.5 million and $ 94.8
million, respectively.


LOG ON AMERICA: Engages Laidlaw Global as Restructuring Advisor
---------------------------------------------------------------
Log On America, Inc. (OTCBB: LOAX) -- http://www.loa.com--
announced that it has engaged Laidlaw Global Securities, Inc. --
http://www.laidlawglobal.com-- as its investment banker.  
Laidlaw Global Securities will become a financial advisor to Log
On America, by taking a lead roll in corporate restructuring,
mergers and acquisitions, exploring various equity placement
options and providing support with its appeal to relist the
Company on the NASDAQ National Market System.

David R. Paolo, Chairman and CEO commented, " We are delighted
that Laidlaw sees an opportunity for existing banking business
with Log On America. The erosion of competition in this sector
may present real customer, asset and equity options for Log On
America to capitalize on."

Harit Jolly, Managing Director of Investment Banking, Laidlaw
Global Securities added, "Laidlaw is excited about the
opportunity to work with Log On America. We believe the
management has the ability to capitalize on the various
opportunities available to Log On America and we are pleased to
be selected as part of the team to assist in achieving these
objectivities."

Laidlaw Global Securities will also assist the company in its
efforts to retire its Series A preferred stock and settle all
pending litigation.

Mr. Paolo continued " We believe Laidlaw can take the lead in
these efforts while the company continues to execute its
business plan and strives to become EBITDA positive by the end
of this year. Although the settlement with Credit Suisse First
Boston and Marshall Capital yielded a cash payment to the
company, it is unlikely any immediate settlement with the
remaining Series A holders would result in a cash payment to the
company. We will continue to hold discussions with our Series A
holders."

Log On America is a full service provider of business
communication technologies. We deliver a unique end-to-end
customer experience from consultation through professional
managed services. Our core services include: Business Telephone
& Voicemail Systems, Dial-up & High-speed Internet Access,
Website Creation & Hosting, Integrated Voice & Data Services,
Server Collocation, Niche ASP Applications, Managed Service
Level Agreements, and Network Consultancy, Architecture &
Implementation (LAN,WAN,VPN). Our expertise lies in a wide array
of business communication solutions all of which may be
customized and scaled to the specific needs of your business
today and in the future.

Laidlaw Global Securities, Inc. traces its roots to 1842, a
legacy of more than 150 years of quality service to its clients.
Created initially as a merchant bank, Laidlaw later became
involved in private investment banking and has since established
itself as a mid-size, global investment firm. Laidlaw Global
Securities is a subsidiary of the public company Laidlaw Global
Corporation. Laidlaw offers a full range of innovative
investment strategies, financial services and professional
brokerage services to both institutional and individual
investors. Laidlaw provides its clients a unique opportunity to
extend their investment offerings beyond the U.S. to key
international markets. Laidlaw also assists international
companies who seek access to U. S. capital markets. The
international group at Laidlaw has years of experience building
strategic alliances and investment relationships, as well as
advising on mergers and acquisitions and related financing
opportunities. Laidlaw's research staff provides in-depth
research coverage on small and middle market companies and
periodic industry studies and reports.


METALS USA: Tight Liquidity Prompts S&P's Junk Ratings
------------------------------------------------------
Standard & Poor's lowered its ratings on Metals USA Inc. All
ratings remain on CreditWatch with negative implications where
they were placed May 4, 2001.

The downgrade reflects Standard & Poor's heightened concerns
regarding Metals USA's tight liquidity and the expectation that
Metals USA will be in violation of covenants under its loan
agreement for the quarter ended September 30, 2001. Moreover,
the company's attempts to enhance liquidity, including selling
noncore assets, is taking longer than expected. If the company
is unable to obtain an amendment or complete other actions, a
liquidity crisis would likely follow.

Metals USA's poor operating performance is the result of a
confluence of factors including, reduced volumes due to a
slowing economy and soft market prices that continue to
adversely affect the metals industry. Metals USA built inventory
levels in early 2000 in anticipation of producer price
increases. Following that period, the industry was besieged by a
dramatic rise in imports that reduced average selling prices for
many steel product lines, significantly weakening earnings.
Although, absolute industry inventory levels appear to have
declined due to an abatement of imports, months on hand
inventory have remained relatively stable. Weak demand levels
are expected to remain well into 2002, given Standard & Poor's
outlook for the economic recession.

For the six months ended June 30, 2001, Metals USA's EBITDA was
$19 million (from $70 million in the six months ended June 30,
2000), while interest expense increased $3 million to $27
million. Therefore, Metals USA's EBITDA did not cover its
interest expense. Under the bank agreement, Metals USA must meet
a consolidated tangible net worth covenant target of $66 million
as of September 30, 2001 and $70 million as of Dec. 31, 2001.

Metals USA's consolidated tangible net worth was $63.5 million
at June 30. The company must also meet a fixed charge covenant
of 1 times by yearend, if its availability under the facility
falls below $60 million. It is expected that the company's near-
to medium-term performance will be worse than first half levels,
mainly due to the further slowing in demand. Standard & Poor's
will continue to monitor the company's financial flexibility
initiatives. Failure to enhance its liquidity or an unsuccessful
attempt to receive amendments under loan agreement will result
in the ratings being lowered further.

          Ratings Lowered And Remaining On Creditwatch
                    With Negative Implications

                                                Ratings

Metals USA Inc.                        To                   From

   Corporate credit rating             CCC+                  B+
   Senior secured bank loan rating     B-                    BB-
   Subordinated debt                   CCC-                  B-


NATIONAL AIRLINES: Files Chapter 11 Plan & Disclosure Statement
---------------------------------------------------------------
National Airlines Inc. filed its Plan of Reorganization and
Disclosure Statement with the United States Bankruptcy Court in
Las Vegas, outlining the Company's plan to emerge from Chapter
11 reorganization. The Las Vegas-based airline filed for
reorganization on December 6, 2000.

Michael J. Conway, president and CEO, said, "Our filing [Fri]day
is a significant step toward National Airlines' successful
reorganization. Although we have filed our Plan of
Reorganization, we intend to continue our discussions and
negotiations with our aircraft lessors, key creditors and
potential lenders, so that the Plan can be confirmed on December
28th." Conway said that he expects the Company's plan to be
supported by its aircraft lessors, the Creditors' Committee and
its largest creditor, Harrah's Entertainment. "We are confident
that this reorganization plan lays the foundation for a bright
future at National Airlines, and the support of these entities
is key to the confirmation of the plan."

The Company's plan includes a significant capital infusion from
the culmination of negotiations with potential investors, as
well as funds the Company believes will be available to it under
the U.S. Government's Loan Guarantee Program.

"The significant financial support we anticipate from the
business sector, including aerospace-related companies, sends a
strong message regarding the viability of our plan. We will soon
submit our government loan application, and we are confident
that the Office of Management and Budget and the Airline
Stabilization Board will review it in a timely and fair manner.
Based on the expected cash infusion from private entities, and
the support we are receiving for our reorganization plan and our
respective business plan, we are optimistic that the Airline
Stabilization Board will grant our loan guarantee request,
enabling National to complete its successful reorganization,"
Conway stated. The CEO noted that the Company will continue to
operate business as usual throughout the reorganization plan
confirmation process, and expects to emerge from reorganization
after the Airline Stabilization Board approves its application
for a loan guarantee.

National's plan will result in the introduction of a second
aircraft type to its fleet to complement the Boeing 757s it
currently operates. The new aircraft type will be smaller than
the 175-seat B757 and will be used on shorter routes in the
future. "There are many things to consider when introducing a
new aircraft type into the fleet, including the costs associated
with crew and maintenance training, as well as spare parts.
After careful consideration, we believe that positioning smaller
aircraft on some of our existing and future routes will result
in increased yields and a healthier bottom line for National,"
Conway said. National will continue to grow its B757 fleet, and
the Company's plan is to expand its current fleet by five to
seven aircraft each year over the next five years, which would
bring its total fleet size of 15 aircraft today up to nearly 50
aircraft by mid-2007.

The airline also said that the negative effects of the slowing
economy were compounded by the events of September 11. In
filings with the Department of Transportation, National has
indicated that it expects to incur approximately $30 million in
losses directly attributed to the events of September 11, which
will be partially offset by approximately $22 million in grants
from the U.S. government. National has received $11 million in
grants to date and expects to receive an additional $11 million
in two payments in November and January.

"While we still have a lot of work to do, we could not have
reached this point without the support of our aircraft lessors,
major vendors and other key constituents including Harrah's and
our Creditors' Committee," Conway said. "The support they have
provided us has been in large part based on the continued
support National has received from the traveling public, the
travel agent community and most importantly, our employees.

"The light at the end of the tunnel is significantly brighter
now, notwithstanding the uncertain economic climate and the
aftermath of the events of September 11. We have proven our
resilience under the most difficult of circumstances, and we
continue to endeavor to provide quality service in every market
we serve. We are more confident than ever that National will
complete its successful reorganization and continue to play a
significant role in the economic future of Nevada," Conway
stated.

National's traffic figures have rebounded solidly since the
events of September 11. The airline reported a load factor of
more than 78.2% for October, more than 10 points higher than its
load factor for October 2000. "Our 'Get America Flying' campaign
proved that people are willing to fly, given the incentive,"
Conway said. "While our average fare for October was down due to
this offer, we gained the support of many new customers, travel
agents and other businesses throughout our system. Since October
1, National has carried more than 260,000 passengers, many of
whom experienced National for the first time. During this
timeframe we were especially pleased to improve upon our
industry-leading flight completion performance: we have had only
one canceled flight out of the 2,001 scheduled flights for a
schedule completion rate of 99.95%. We have carried this
momentum into November and are currently experiencing bookings
at the highest levels since the tragedy. We expect this trend to
continue as a result of fare and schedule initiatives we are
undertaking, our reliable operation, and the increased
confidence in National's future as we move closer to a
successful reorganization."

National Airlines recently announced that it would add more
flights between its Las Vegas hub and Chicago O'Hare, Los
Angeles and San Francisco on December 21. At that time, National
will operate six flights in Chicago (three at O'Hare and three
at Midway), and seven flights at both Los Angeles and San
Francisco. All flights provide nonstop service to and from Las
Vegas.

National Airlines currently serves Chicago Midway, Chicago
O'Hare, Dallas/Ft. Worth, Los Angeles, Miami, Newark, New York
JFK, Philadelphia and San Francisco with nonstop flights to and
from its Las Vegas hub. The carrier also operated a daily flight
between Las Vegas and Washington, D.C. at Reagan National
Airport prior to September 11, and intends to resume service
pending government approval.


PNI TECHNOLOGIES: Court Okays Extension of Plan Filing to Feb. 8
----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Georgia extends PNI Technologies' exclusivity periods to four
months.

Considering no objections have been filed and after thorough
deliberation, the Court approves the Debtors motion to extend
the exclusivity period until February 8, 2002, to file a plan
and until June 8, 2002, to obtain acceptances for a plan of
reorganization.

PNI Technologies, formerly Preferred Networks, provides
outsourcing services for wireless providers and owns and
operates one-way paging networks in the US.  PNI filed for
chapter 11 protection on June 8, 2001 in the U.S. Bankruptcy
Court for the Northern District of Georgia.  The company, which
listed $5,696,386 in assets and $43,282,034 in debt as of June
30, 2001, is represented in its restructuring efforts by Herbert
C. Broadfoot II, Esq., at Herbert C. Broadfoot II, P.C.


POLAROID CORPORATION: Court Deems Utilities Adequately Assured
--------------------------------------------------------------
Uninterrupted utility services are critical to the Polaroid
Corporation's and its debtor-affiliates' ability to sustain
their operations during the pendency of their chapter 11 cases,
Polaroid Chief Administrative Officer Neal D. Goldman tells
Judge Walsh.

In the normal conduct of business, Mr. Goldman relates, the
Debtors use gas, water, electric, telephone, and other services
provided by various utility companies.  These utility companies
service the Debtors' corporate headquarters and regional
facilities, Mr. Goldman adds.  Any interruption of these
services would severely disrupt the Debtors' day-to-day
operations, Mr. Goldman explains.

Judge Walsh agrees that the Debtors' demonstrated ability to pay
future utility bills constitutes adequate assurance of future
payment for utility services.  Thus, at the Debtors' behest,
Judge Walsh authorizes the Debtors to:

    (i) pay on a timely basis all undisputed invoices for post-
        petition utility services provided by the utility
        companies to the Debtors; and

   (ii) pay any pre-petition amounts owed to such utilities in
        the ordinary course of business, provided that the total
        payment of such pre-petition amounts shall not exceed
        $4,000,000.  Upon acceptance of such payment, a utility
        shall be deemed:

        (a) to have adequate assurance of future payment, and

        (b) notwithstanding any other provision in the order, to
            have waived any right to seek additional adequate
            assurance in the form of a deposit or otherwise.

Absent further order of the Court, Judge Walsh adds, no utility
shall:

    (a) alter, refuse, or discontinue service to, or
        discriminate against the Debtors, solely on the basis of
        the commencement of these cases or on account of any
        unpaid amount for utility service provided prior to the
        Petition Date, or

    (b) require the payment of a deposit or other security in
        connection with the utility's continued provision of
        utility service.

Moreover, Eric W. Kaup, Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, emphasizes that the Debtors recognize the
right of each utility company to request adequate assurance.

Accordingly, Judge Walsh makes it clear that his order is
without prejudice to the rights of any utility to request from
the Debtors additional assurance in the form of deposits or
other security, provided that any such request must:

    (a) be made in writing,

    (b) include a summary of the Debtors' payment history
        relevant to the affected account(s), and

    (c) be received by the Debtors within 45 days of the date of
        the entry of the order.

Upon the utility's request, Judge Walsh continues, the Debtors
shall file a motion for determination of adequate assurance of
payment, if:

    (i) the Debtors believe that the utility's request for
        additional adequate assurance is unreasonable, and

   (ii) the Debtors are unable to resolve the request
        consensually with the utility.

Any utility having made a request shall be deemed to have until
the Court enters a final order finding that the utility is not
adequately assured of future payment, Judge Walsh rules.
(Polaroid Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PSINET INC: Plan Filing Exclusive Period Extended to January 29
---------------------------------------------------------------
The Court authorized that PSINet, Inc. and its debtor-
affiliates' exclusive period in which to file a plan of
reorganization be extended through and including January 29,
2002, and the Debtors' exclusive period in which to solicit
acceptances of that plan be extended through and including April
2, 2002. (PSINet Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


RUSSELL-STANLEY: Noteholders to Exchange $150M Notes for Equity
---------------------------------------------------------------
Russell-Stanley Holdings, Inc. announced that it has received
tenders in its exchange offer for 100% of its $150 million 10-
7/8% Senior Subordinated Notes due 2009.

Note holders will exchange $150 million of the existing 10-7/8%
Senior Subordinated Notes due 2009 into substantially all of the
equity of the reorganized company and $20 million of new 9%
Senior Subordinated Notes due 2008. Interest on the new notes
will be paid-in-kind until August 31, 2003 and payable in cash
thereafter if certain financial conditions are met. The Company
anticipates a closing of the exchange offer within 5 business
days.

The new 9% Senior Subordinated Notes due 2008 and common stock
issued in the exchange will not be registered under the
Securities Act or applicable state securities laws, and may not
be offered or sold in the United States absent registration
under the Securities Act and applicable state securities laws or
available exemptions from such registration requirements.

Russell-Stanley Holdings, Inc. is a leading manufacturer and
marketer of plastic and steel containers and a leading provider
of related container services in the United States and Canada.

The Company has filed periodic and current reports with the
Securities and Exchange Commission. For additional information
regarding the Company's financial restructuring, reference
should be made to Annual Report on Form 10-K for the year ended
December 31, 2000; Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2001 and June 30, 2001; Current Reports
on Form 8-K filed on January 26, 2001, January 29, 2001,
February 12, 2001, February 23, 2001, April 25, 2001, July 2,
2001, July 18, 2001, October 18, 2001, November 1, 2001,
November 5, 2001, and November 7, 2001.


SMART CHOICE: Resolves Loan Covenant Violations with Finova
-----------------------------------------------------------
Crown Group, Inc. (Nasdaq:CNGR) announced that its 70%-owned
subsidiary, Smart Choice Automotive Group, Inc. (OTCBB:SCHA),
has entered into an agreement with its primary lender, Finova
Capital Corporation, a subsidiary of Finova Group, Inc.
(NYSE:FNV), that is expected to resolve Smart Choice's loan
covenant violations.

Separately, Crown has entered into an Agreement which releases
the Company from its $5 million guaranty.

          Smart Choice Agreement with Finova

Certain Florida-based subsidiaries of Smart Choice sell and
finance used cars and trucks in Florida. Smart Choice's wholly
owned subsidiary, Paaco Automotive Group, L.P., sells and
finances used cars and trucks in Texas. The Florida Finance
Group and Paaco have separate revolving credit facilities with
Finova. As reported earlier, the Florida Finance Group has been
over-advanced on its revolving credit facility since December
2000, which constitutes an event of default under the facility,
and as of September 30, 2001, was over-advanced by approximately
$25 million.

Pursuant to the agreement, the collateral for the Florida
Finance Group credit facility with Finova, which consists
principally of receivables and inventory of the Florida Finance
Group, will be sold at a public foreclosure sale conducted by
Finova on November 9, 2001. Smart Choice expects the proceeds
from such foreclosure sale will not be sufficient to satisfy the
$88 million debt owed to Finova by the Florida Finance Group,
thereby creating a substantial deficiency. Further, as part of
the agreement, Smart Choice has granted Finova (i) an option to
purchase Paaco for an amount equal to the Deficiency, subject to
Smart Choice shareholder approval and an appraisal indicating
the value of Paaco is not greater than the Deficiency, and (ii)
an option to purchase up to 100% of Smart Choice's remaining 39
million shares of authorized but unissued common stock at a
price of $0.30 per share. The Smart Choice Stock Option will
terminate upon the closing of any exercise of the Paaco Option.
Presently, Smart Choice has approximately 9.8 million shares of
common stock outstanding, of which Crown owns approximately 6.9
million shares. The Paaco Option and Smart Choice Stock Option
generally expire on or about March 9, 2002.

As a result of the Finova agreement and the lack of other
available capital, Smart Choice will immediately begin to wind
down its Florida-based operations. If Paaco is sold to Finova
pursuant to the exercise of the Paaco Option, Smart Choice's
remaining assets would consist of certain improved and
unimproved real estate in Titusville, Florida, including a
35,000 square-foot office facility, as well as various other
current and fixed assets. If Finova purchases all of Smart
Choice's remaining authorized but unissued common stock pursuant
to the Smart Choice Stock Option, Finova would become Smart
Choice's majority shareholder, and thus would control Smart
Choice.

               Crown Agreement with Finova

Separately, Crown has entered into a settlement agreement with
Finova that provides for Crown to (i) pay Finova $1 million, and
(ii) grant Finova an option to purchase Crown's 6.9 million
shares of Smart Choice for $1.00, in exchange for Finova
unconditionally releasing Crown from its $5 million guaranty of
the Florida Finance Group's and Paaco's obligations to Finova.
As a result of these transactions and operating losses at Smart
Choice, Crown's equity investment in Smart Choice, which totaled
$16.4 million at July 31, 2001, will be written off as of
October 31, 2001. Crown anticipates that it will receive a
federal income tax benefit of approximately $6 million following
the ultimate disposition of its investment in Smart Choice.

"While we are certainly disappointed that our investment in
Smart Choice proved unsuccessful, we are confident that entering
into the settlement agreement with Finova, which eliminates the
Company's $5 million guaranty of the Florida Finance Group's and
Paaco's obligations to Finova, is in the best interests of our
shareholders," stated Edward R. McMurphy, President and Chief
Executive Officer of Crown Group, Inc. "Following the sale of
our interest in Smart Choice, the Company's balance sheet and
operating results should be more attractive to investors, as the
excessive leverage and operating losses of Smart Choice will be
eliminated. Going forward, the Company will be able to focus
upon our highly profitable America's Car-Mart used car sales and
finance subsidiary, which has expanded during the past 20 years
from a single location in Arkansas to 52 dealerships in seven
states."

Crown Group, Inc. sells and finances used cars and trucks
through its automotive subsidiaries. In addition to its
automotive subsidiaries, the Company currently owns 80% of
Concorde Acceptance Corporation, a prime and sub-prime mortgage
lender; 50% of Precision IBC, Inc., a firm specializing in the
sale and rental of intermediate bulk containers; and certain
other assets and equity investments. Crown Group is
headquartered in Irving, Texas, and its common stock is traded
on the Nasdaq National Market under the symbol "CNGR."


SULZER MEDICA: Eyes Chapter 11 to Resolve Hip Implant Litigation
----------------------------------------------------------------
On November 8, 2001, The U.S. Court of Appeals for the Sixth
Circuit issued an order vacating its previous order which stayed
the injunction issued by the U.S. District Court for the
Northern District of Ohio on September 17, 2001. The Court of
Appeals has scheduled a hearing for November 29, 2001, to hear
oral argument on whether the injunction should be lifted.  There
is no assurance that the injunction will remain in effect after
the November 29 hearing.

Sulzer Medica (NYSE: SM; Swiss: SMEN) remains confident that it
will be able to reach a fair and equitable settlement either in
court or out of court of the litigation resulting from Sulzer
Orthopedics Inc.'s voluntary recall of certain hip implants.  
However, Sulzer Orthopedics announced that it was also
evaluating other options, including filing a petition under
Chapter 11 of the Bankruptcy Code in the event a final
settlement could not be reached.

Sulzer Medica's subsidiaries develop, manufacture and market
implantable medical devices and biological products for
cardiovascular and orthopedic markets worldwide.  The product
offering includes joint prostheses, spinal implants, dental
implants, trauma surgery products, heart valves, vascular grafts
and peripheral stents.


SUN HEALTHCARE: Court Okays Stipulation Allowing KeyCorp's Claim
----------------------------------------------------------------
KeyCorp Leasing filed a proof of claim against SHGI in the
amount of $2,028,947.70 (claim no. 05323) related to certain
schedules of a Master Lease Agreement dated October 1, 1997
between General Electric Capital Corporation and SunScript
Pharmacy Corporation.

The parties subsequently stipulate and agree that:

(1) Claim No. 05323 is reduced and allowed as a general
     prepetition non-priority unsecured claim in the amount of
     $1,584,966.07 against SunScript only.

(2) Key shall not file or assert any other claim related to the
     Master Lease, the Schedules, or the subject equipment, in
     connection with the Sun Healthcare bankruptcy cases.

(3) Any other proof of claim asserted against a different
     debtor than SunScript shall be disallowed and expunged,
     including, without limitation, any claim under 11 U.S.C.
     sections 502, 503, 507, 363 or 365.

At the parties' behest, the Court has so ordered the
Stipulation. (Sun Healthcare Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


VLASIC FOODS: Court Appoints Official Retiree Committee
-------------------------------------------------------
After a hearing held to consider the motion of the United Farm
Workers, Inc., Judge Walrath decides to appoint a committee of
retired employees.  The Retiree Committee is composed of these
representatives:

    (1) Dennis A. Bumber
        16W 360
        93rd Place
        Burr Ridge, IL 60527

    (2) Jack A. McDaniel
        2896 Willow Lane
        Macungie, PA 18062

    (3) Friends of Farmworkers, Inc.
        c/o Sarah Paoletti, Esq.
        924 Cherry Street
        4th Floor
        Philadelphia, PA 19107

    (4) Jose DeJesus
        346 West Greenwich Street
        Reading, PA 19601

    (5) United Farm Workers, Inc.
        c/o Thomas P. Lynch, Esq.
        Marcos Camacho
        29700 Woodford-Tanachapi Rd.
        P.O. Box 310
        Keene, CA 93531

Judge Walrath further ordered the Retiree Committee to file and
serve a position paper with the Court indicating:

    (i) the meetings that the Committee has had regarding the
        issues,

   (ii) the Retiree Committee's position regarding the proposed
        termination of retiree medical benefits,

  (iii) the makeup of the retirees, whether hourly or salaried,
        and

   (iv) the effect that the Debtors' motion to terminate retiree
        medical benefits will have on the retirees. (Vlasic
        Foods Bankruptcy News, Issue No. 14; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


W.R. GRACE: Equity Panel Signs-Up Klett Rooney as Local Counsel
---------------------------------------------------------------
The Official Committee of Equity Holders of W. R. Grace & Co.
asks Judge Farnan to authorize the nunc pro tunc employment of
Klett Rooney Lieber & Schorling, PC, as local counsel, effective
as of October 26, 2001.  The Committee advises that as of the
proposed retention date, Teresa K. D. Currier, a shareholder of
Klett Rooney, participated in representing the Equity Committee.  
The Committee argues, without specifics, that it would be in the
best interest of the Debtors' estates and "most efficient" to
authorize the employment nunc pro tunc to Ms. Currier's
participation.

The specific services Klett is to render the Committee are:

       (a) Render legal advice with respect to the powers and
duties of the Equity Committee and the other participants in the
Debtors' cases;

       (b) Assist the Equity Committee in its investigation of
the acts, conduct, assets, liabilities and financial condition
of the Debtors, the operation of the Debtors' businesses and any
other matter relevant to the Debtors' cases, as and to the
extent such may affect the Debtors' creditors;

       (c) Participate in negotiations with parties-in-interest
with respect to any disposition of the Debtors' assets, plan of
reorganization and disclosure statement in connection with such
plan, and otherwise protect and promote the interests of the
Debtors' creditors;

       (d) Prepare all necessary applications, motions, answers,
orders, reports and papers on behalf of the Equity Committee,
and appear on behalf of the Equity Committee at court hearings
as necessary and appropriate in connection with the Debtors'
cases;

       (e) Render legal advice and perform general legal
services in connection with the foregoing; and

       (f) Perform other necessary legal services in connection
with these chapter 11 cases.

Subject to Judge Farnan's approval, Klett Rooney win charge for
its legal services on an hourly basis in accordance with its
ordinary and customary hourly rates as in effect on the date
services are rendered. The attorneys who will primarily
represent the Equity Committee and their standard hourly rates
as of October 26, 2001, will be:

                 Attorney                   Hourly Rate
                 --------                   -----------
          Teresa K. D. Currier, Shareholder   $395.00
          Kathleen P. Makowski, Associate     $190.00

Such standard hourly rates are subject to adjustment generally
from time to time, as determined by Klett Rooney management.
Other attorneys and support staff may provide services to the
Equity Committee in connection with these bankruptcy
proceedings, within the ranges:

             Professional                Hourly Rate
             ------------                -----------
             Shareholders                $310 to $470
             Associates                  $140 to $270
             Paralegals                  $ 65 to $100

In addition to seeking payment for such hourly charges, Klett
Rooney will charge for all expenses actually incurred on behalf
of the Equity Committee, consistent with its normal practices.

Ms. Teresa K. D. Currier avers that Klett Rooney is a
disinterested person and neither holds nor represents any
interests adverse to the Committee or these estates in the
matters for which Judge Farnan's approval is sought.  She
further assures Judge Farnan that coordination between her firm
and the Committee's lead counsel, Kramer Levin, will enhance the
progress and efficient administration of the Committee's duties
in these cases and avoid duplication of efforts.

Regarding disclosures, Ms. Currier advises that, to the extent
that the search conducted by Klett Rooney indicated that the
firm has a relationship with any interested party, Klett Rooney
does not now and will not in the future represent any of these
parties in connection with the Debtors' bankruptcy case.  
However, in the interests of complete disclosure, Ms. Currier
brings certain items to Judge Farnan's specific attention.

Klett Rooney employs Mary F. Caloway as a shareholder in its
Wilmington office, and Caloway is a member of the Bankruptcy
Practice Group. Caloway was employed by Klett Rooney from March
2000 until November 2000, at which time she left Klett Rooney
and joined the firm of Pachulski Stang Ziehl Young & Jones.
Caloway was employed by Pachulski from November 2000 until July
2001, at which time she rejoined Klett Rooney. While Caloway was
employed by Pachulski the firm filed this bankruptcy proceedings
and served as Delaware bankruptcy counsel to the Debtors.
However, Caloway had no direct involvement with the matter, did
not work on the matter and provided no advice or representation
in connection with Pachulski's representation of the Debtors.
Further, Caloway will not be involved in Klett Rooney's proposed
representation of the Committee. Klett Rooney will erect an
ethical screen to prevent Caloway from having any contact with
Klett Rooney's proposed representation of the Committee.

Adam Landis is a shareholder in Klett Rooney's Wilmington
office, and a member of Klett Rooney's Bankruptcy Practice
Group. From approximately April 2001 until late June, 2001,
Landis and Klett Rooney acted as Delaware counsel to Wachovia
Bank, an unsecured creditor of the Debtors and a member of the
Official Committee of Unsecured Creditors in this bankruptcy
proceeding. By the end of June, 2001, Wachovia determined that
it no longer required the services of Delaware counsel in this
proceeding, and Wachovia and Landis mutually agreed to terminate
Klett Rooney's representation of Wachovia, in order to allow
Klett Rooney to represent other parties in this bankruptcy
proceeding. Klett Rooney will erect an ethical screen to prevent
Landis from having any contact with Klett Rooney's proposed
representation of the Committee.

Following Klett Rooney's termination of its representation of
Wachovia, in July 2001, Klett Rooney began representing Entergy
Services, Inc., a utility of the Debtors, in this proceeding.
Eric Schnabel, an associate in Klett Rooney's Wilmington office
and a member of the Bankruptcy Practice Group, handled this
representation together with James Joseph, an associate in Klett
Rooney's Pittsburgh office and also a member of the Bankruptcy
Practice Group. Schnabel and Joseph assisted Entergy in working
out adequate assurance issues in this proceeding, and thereafter
completed and terminated the representation of Entergy with
Entergy's consent and agreement. Klett Rooney will erect an
ethical screen to prevent Schnabel and Joseph from having any
contact with Klett Rooney's proposed representation of the
Committee.

Klett Rooney represents Wilmington Center LLC, an institutional
landlord, in real estate matters generally within the state of
Delaware. In August 2001 Richard Forsten of Klett Rooney's
Wilmington office represented Wilmington Center in connection
with an ordinary course lease agreement that W.R. Grace executed
with Wilmington Center. During his representation of Wilmington
Center, Forsten did not enter an appearance in the bankruptcy
proceeding or otherwise become involved in this proceeding. Upon
final execution of the lease agreement, Forsten and Klett Rooney
concluded this representation of Wilmington Center. Klett Rooney
will erect an ethical screen to prevent Forsten from having any
contact with Klett Rooney's proposed representation of the
Committee.

Klett Rooney represents certain plaintiffs in asbestos-related
litigation, in which W.R. Grace may be a related party. Current
matters are handled by Rick Cobb, an associate in Klett Rooney's
Wilmington office and a member of the Bankruptcy Practice Group.
Additionally, Nick Gimbel, a Klett Rooney shareholder in the
Philadelphia office and a member of the Litigation Practice
Group, handled certain asbestos-related litigation in his prior
employment before joining Klett Rooney. Klett Rooney will erect
an ethical screen to prevent Cobb and Gimbel from having any
contact with Klett Rooney's proposed representation of the
Committee. (W.R. Grace Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: K&P Wants Decision on Roll Grinder Contract
----------------------------------------------------------------
K&P Microsystems, Inc., located in Ford City, Pennsylvania, and
engaged in the business of engineering and building machinery
for the steel industry, appearing through Richard A. Pollard of
the Pittsburgh firm of Pietragallo Bosick & Gordon, ask Judge
William Bodoh to force Wheeling-Pittsburgh Steel Corporation to
assume or reject the executory agreements between K&P and WPSC
"immediately."  In the event of assumption, WPSC should be
required to cure all defaults, perform the remaining terms of
the contracts, and provide adequate assurance of future
performance.  In the event of rejection, WPSC should be ordered
to consent to the allowance of claims by K&P in the amounts of
$195,104.32 and $59,463.20, together with all further damage
expenses of K&P accruing until the date of rejection.

At the Petition Date, WPSC and K&P were parties to executory
contracts dated July 30, 19999, and October 13, 1999, whereby
K&P was to locate, procure, disassemble, clean, inspect,
rebuild, test and ship to WPSC two machines known as roll
grinders, together with the retrofit of an existing machine.  
The original base contract prices were $1,339,224 for the July
30, 1999, contract, and an additional charge of $21,500 for a
foundation change order; and $1,050,010 for the October 13,
1999, contract, and an additional charge of $250,000 under the
latter contract for a caliper option change order.

WPSC advised K&P that it did not intend to make further payments
under the contract, and has made no payments to K&P whatsoever
since August of 2000, some 14 months ago.  K&P does not have the
means to complete the work in the absence of payment as provided
in the contracts.

The totals presently due to K&P under the October 13, 1999,
contract is $695,104.32, and under the July 30, 1999, contract,
$759,463.20 is due and owing.

                     WPSC May Never Agree

"WPSC has refused to advise K&P whether or when K&P will be
paid, or whether or when to complete the work, and WPSC has
advised K&P that WPSC may well never agree to do either", Mr.
Pollard says.

                         Hardship to K&P

The roll grinders include electronic and computer components
requiring that the roll grinders be protected with care at K&P's
facility. The roll grinder are of great weight and bulk, and K&P
is unable to perform other work efficiently due to the
partially-completed roll grinders occupying space on K&P's
limited shop floor and due to limited manpower. K&P has been
limited in its ability to secure other work due to the
uncertainty of having to perform under the contracts. K&P's
damages and claims against WPSC continue to accrue, for which
K&P may well never be paid. Failure by WPSC to assume or reject
the contracts now presents a genuine and immediate hardship to
K&P, which has limited capital, limited manpower and limited
shop space.

Without assumption of the Contracts by WPSC and accordingly
payment from WPSC, K&P is not able to complete the work.  
Without rejection of the Contracts K&P is not able to sell the
work in progress or complete the work and sell the completed
machines.

                    Reasonable Time Long Past

K&P acknowledges that the Debtor should be allowed a reasonable
time to assume or reject its executory contracts, however a
reasonable time has long since passed in this case.
Reasonableness of time to assume or reject depends on the
circumstances of each case. The factors which the Court may
consider in determining what constitutes a reasonable time
include, (i) the nature of the interests at stake, (ii) the
balance of hurt to the litigants, (iii) the good to be achieved,
(iv) the safeguards afforded the litigants, and (v) whether the
action to be taken is so in derogation of Congress' scheme that
the Court may be said to be arbitrary.

In applying these factors, Mr. Pollard says Judge Bodoh should
consider the Debtor currently enjoys all benefits of the
contracts "at its pleasure while K&P incurs damages and costs
for which K&P may well never be paid".

K&P report that it has located a buyer for the roll grinders who
will pay K&P a payment of $500,000 upon completion and delivery,
for a loss to KO&P on the October 13, 1999 contract of
$195,104.32, and $700,000 on the July 30, 1999, contract upon
completion and delivery for a loss on that contract of
$59,463.20.

A decision by WPSC to assume the contracts will enable K&P to
complete the work under the contracts, be paid according to the
contracts, and deliver the roll grinders to WPSC, freeing
precious shop space and manpower.  A decision by WPSC to reject
the contracts will enable K&P to sell the work in progress and
limit the growing claim of K&P against WPSC. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WINSTAR COMMUNICATIONS: Hires CFG as Equity Broadcasting Broker
---------------------------------------------------------------
Winstar Communications, Inc. and non-debtor Winstar Broadcasting
Corporation own and control significant debt and equity
interests in Equity Broadcasting Corporation, a private
broadcasting company based in Little Rock, Arkansas. Since March
2001, the Debtors have retained Carolina Financial Group, Inc.,
to market their EBC Assets to more than 40 potential customers.  
To date, Carolina's efforts have resulted in a firm commitment
by Sycamore Ventures to purchase around 90,498 shares of EBC
Common Stock.

M. Blake Cleary, Esq., at Young Conway Stargatt & Taylor, in
Wilmington, Delaware relates Carolina continues to market the
EBC Assets to other potential purchasers. These EBC Assets
include:

  A. 134,000 shares of EBC Common Stock held by New Media

  B. More than 425,000 shares of EBC Common Stock held by non-
     debtor Winstar Broadcasting Corp.

  C. $5,500,000 secure notes issued by an EBC subsidiary to EBC.

Mr. Cleary tells the Court that Carolina is uniquely suited to
perform these services since it has served as investment advisor
to EBC since 1999. Carolina developed comprehensive knowledge of
EBC's operations, marketing strategies, opportunities, and
created business plans and financial models. Therefore, Mr.
Cleary says, Carolina's retention would provide for an efficient
and effective means of selling the Debtors' EBC assets in a
manner that will maximize the value of the Assets for their
estates.

Subject to the approval of the Court, Winstar Broadcasting Corp.
and the Debtors present their Agreement with Carolina. Its
provisions include:

A. Carolina is entitled to compensation only in the event that
   it successfully arranges a sale of some or all of the
   Debtors' or Equity's EBC Assets. Upon such sale(s), it is
   entitled to receive 5% of the aggregate proceeds from
   equity securities sold and 2.5% of the aggregate sale
   proceeds from debt securities sold.

B. Carolina's engagement is not exclusive, and may be
   terminated by the Debtors or Equity at any time.

Mr. Cleary submits that the method for calculating the
compensation to be paid to Carolina under the Agreement is
consistent with the methods for calculating compensation to be
paid to financial advisors under similar circumstances and is
reasonable compared to fees charged by similar professionals.

Bruce Roberts, president of the Carolina Financial Securities,
relates that Carolina consulted its database and ran a "conflict
check" to determine past and present clients that may be
involved in these cases. He affirms that Carolina does not hold
or represent any interest adverse to the Debtors, or their
estates.

Mr. Roberts says that Carolina intends to apply to the Court for
allowance of compensation and reimbursement of expenses.
(Winstar Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


XETA TECHNOLOGIES: Completes Restructuring of Credit Facility
-------------------------------------------------------------
XETA Technologies (Nasdaq: XETA) announced that on October 31,
2001, the Company and its banking partners completed a
restructuring of the Company's credit facility.  

Under the restructuring, the Company's available revolving line
of credit was expanded by $1 million to $9 million and is now
secured by a borrowing base of accounts receivable and
inventory.  Concurrent with the restructuring, $3 million was
transferred to the revolving line of credit from the Company's
existing term loan.  The amount drawn on the revolver at October
31st was $5.35 million, inclusive of the $3 million transfer.  

The existing term facility was then converted into two separate
notes, a real estate mortgage of $2.55 million on the Company's
headquarters to be amortized over 15 years, and an unsecured
term note of $15.592 million, to be amortized over five years.  
Both the term notes have a term of two years and will require
refinancing at that time.

Robert Wagner, CFO, stated, "The effect of the restructuring is
a reduction of our monthly principal payments by $250,000 and
additional breathing room in the financial covenants contained
in the credit facility. Despite the very difficult economic
conditions the Company has faced during the past year, cash
flows from operations have been sufficient to make all principal
and interest payments on the debt accumulated in 2000 as well as
fund the Company's Oracle implementation project.  However, due
to the decline in earnings experienced during the year, the
Company's debt coverage ratio had dropped below the threshold
required by the credit agreement for the past three quarters,
necessitating a review of the credit facility.  We believe that
barring further deterioration in the economy, the lowering of
current maturities on the debt facility and the temporary
reduction in some of the ratios will enable the Company to be in
compliance with its credit facility. We would like to thank Bank
One and First Star for diligently working with us to reach a
mutually acceptable response to the current market conditions."

XETA Technologies is a leading communications integrator with
sales and service locations nationwide.  Celebrating the
Company's twentieth anniversary, XETA has grown from being the
lodging industry's leading provider of call accounting solutions
and distributors of Hitachi PBX systems, to a major national
integrator of enterprise communications equipment.  Through
internal growth and corporate acquisitions, XETA today is
positioned to serve and lead the growing market of converged
communications network solutions for voice and data
applications.  XETA is also building upon its success as one of
the largest integrators of Avaya voice and data systems, serving
national business clients in sales, consulting, engineering,
project management, installation and service support.  As proven
technologies come to the market place, XETA is at the forefront
of providing communication solutions and consulting services
that support such platforms as Microsoft Exchange 2000 and the
growing demand for Call Centers, Unified Communications and
Voice-over Internet Protocol (VoIP) applications.

XETA Technologies was recently named to the Fortune Small
Business magazine's Top 100 Fastest-Growing Companies list.  
XETA was also recognized by Fortune magazine as one of the 100
Fastest-Growing Companies in 2000.  XETA has been named numerous
times to the Forbes list of the Best 200 Small Companies in
America and twice to BusinessWeek's Top 100 Hot Growth
Companies. For more information on XETA Technologies, visit the
Company's website at http://www.xeta.com


YORK RESEARCH: Inks Standstill Pact with Portfolio Bonds Holders
----------------------------------------------------------------
York Research Corporation today announced that it had entered
into a Standstill Agreement with the holders of more than two-
thirds of the $150,000,000 12% Senior Secured Bonds due October
30, 2007 issued by York Power Funding (Cayman) Limited (the
"Portfolio Bonds").

Pursuant to the Standstill Agreement, the holders agreed that
they would forbear from instructing the bond trustee to
accelerate the Portfolio Bonds or otherwise take any action with
respect to the collateral for the Portfolio Bonds.  York agreed
to provide information to the bondholders and their counsel as
requested, and to consult with them as to the status of York's
projects and its negotiations with its other creditors.  

The Standstill Agreement is terminable on five days' notice by
the holders of 51% of the outstanding principal amount of the
Portfolio Bonds, or earlier upon a bankruptcy filing involving
York or certain of its subsidiaries, the termination of the
previously-reported agreement to sell York's Trinidad Project to
NRG Energy, or November 21, 2001 unless extended by mutual
agreement.

York develops, constructs, and operates cogeneration and
renewable energy projects.

                          *********

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
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