TCR_Public/011114.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

         Wednesday, November 14, 2001, Vol. 5, No. 223

                          Headlines

360NETWORKS: Canadian National Railway Seeks Relief from Stay
ANC RENTAL: Files for Chapter 11 Protection in Wilmington
ANC RENTAL: Case Summary & 35 Largest Unsecured Creditors
ALGOMA STEEL: Alters Restructuring Plan to Change Notes' Terms
ARDENT COMMUNICATIONS: Appoints Ulysses Auger as Acting CEO

AUDIO VISUAL: Continues Restructuring Talks with Lenders Group
BETHLEHEM STEEL: US Trustee Appoints Creditors' Committee
BETHLEHEM STEEL: Will Cut Salaried Non-Represented Staff by 400
BRIDGE INFO: Court Extends Solicitation Period Until February 28
BROADBAND OFFICE: Seeks to Convert Case to Chapter 7 Liquidation

CLASSIC COMMS: Files for Chapter 11 Reorganization in Wilmington
COLUMBIA LABORATORIES: Third Quarter Loss Jumps to $3.2 Million
DELPHI INT'L: Will Commence Winding-Up & Liquidation Proceedings
EBT INT'L: Adopts Plan of Complete Liquidation & Dissolution
ENTERTAINMENT TECHNOLOGIES: James D. Butcher Steps Down as CEO

EXODUS COMMUNICATIONS: Concludes Equity Unlikely to See Recovery
FEDERAL-MOGUL: Seeks Approval of Proposed Cross-Border Protocol
FLEXTRONICS INT'L: S&P Rates Credit and Senior Bank Loan at BB+
FOAMEX INTERNATIONAL: Third Quarter EBITDA Slides 6.8%
FORMICA CORP: Bank Group Extends Covenants Waiver to February 9

HQ GLOBAL: Senior Lenders Agree to Forbear Until December 14
HALLWOOD GROUP: Will Make Payment on 10% Debentures by Nov. 30
HOTELWORKS.COM: Fails to Comply with AMEX Listing Guidelines
INTERLIANT: Commences Exchange Offer to Holders of $38M 7% Notes
LAIDLAW INC: Safety-Kleen Files $4.6BB Claim Against Debtors

LOEWEN GROUP: Court Okays Lease Assumption/Rejection Procedures
MARLIN WATER: Fitch Downgrades Two Senior Secured Issues to BB
MOSSIMO INC: Completes Exit from Apparel Manufacturing & Sales
NESCO INC: Eyeing Options to Restructure Senior Credit Facility
PENTACON: New York Stock Exchange Delists Common Stock

PHILLIPS-VAN: S&P Affirms Low-B Ratings Over Tough Retail Market
POLAROID: Court Allows Payment of Prepetition Sales & Use Taxes
PROTEIN SCIENCES: Restructures Finances to Shed $27MM in Debts
RUSSELL-STANLEY: Creditors Back Exchange Offer on 10-7/8% Notes
SALON MEDIA: Gets Approval of Shares Issue & Reverse Stock Split

SCAN-OPTICS: Expects to Complete Debt Restructuring in December
SENIOR HOUSING: Posts Improved Results in September Quarter
TRI-NATIONAL DEV'T: Sues Senior Care for Fraudulent Inducement
TRITON PCS: S&P Rates $300M Senior Sub Notes Due 2011 at B-
USG CORPORATION: Third Quarter Net Sales Fall 12% to $842MM

UNIFORET: Court Protection Under CCAA Extended to December 24
UPRIGHT INC: Creditors' Committee Taps PricewaterhouseCoopers
VIASYSTEMS: S&P Cuts Corporate Credit & Bank Loan Ratings to B-
VLASIC FOODS: Retiree Committee Signs-Up Heiman Aber as Counsel
W.R. GRACE: PI Panel Taps Prof. Warren as Special Consultant

WHEELING-PITTSBURGH: Exclusive Period Extended to December 24
WINSTAR COMMS: US Trustee Appoints Unsecured Creditors' Panel
XO COMMS: Bankruptcy Risk Spurs Fitch to Rate Bonds as Junk

* Meetings, Conferences and Seminars

                          *********


360NETWORKS: Canadian National Railway Seeks Relief from Stay
-------------------------------------------------------------
Canadian National Railway Company, along with its subsidiaries
Illinois Central Railroad Company and Grand Trunk Western
Railroad Incorporated, is a national railroad company that
leased its right-of-way to 360networks inc. to lay fiber optic
cable.

Kevin M. Newman, Esq., at Menter, Rudin & Trivelpiece, P.C., in
Syracuse, New York, narrates that on March 6, 2000, the Debtors
and Canadian National Railway entered into long-term license
agreements.  Under these leases, Mr. Newman says, the Debtors
have access to the real property that runs along the Canadian
National Railway right-of-way and are permitted to install
underground fiber optic cable along the railroad route.

According to Mr. Newman, the leases require the Debtors to pay
Canadian National Railway quarterly payments of $3,750,000.  The
Debtors have refused to make a quarterly payment that came due
September 30, 2001, Mr. Newman reports.  In addition, Mr. Newman
advises Judge Gropper, the Debtors have:

  (a) failed to reimburse Canadian National Railway for services
      provided along the right-of-way,

  (b) allowed mechanics' liens to encumber railroad property,
      and

  (c) failed to assure Canadian National Railway that the
      Debtors can maintain the safety and integrity of the
      railroad.

Canadian National Railway is a vital commercial link within the
Untied States and Canada, Mr. Newman tells Judge Gropper.
Canadian National Railway cannot and should not have to wait for
post-petition payments that are long overdue or for assurances
that these Debtors have the financial ability to maintain,
preserve and protect the railroad property they occupy, Mr.
Newman insists.

Mr. Newman informs Judge Gropper that Canadian National Railway
has for months engaged in protracted meetings and discussions
with the Debtors.  Canadian National Railway has complied with
the Debtors' requests, Mr. Newman says, and now it is urging the
Debtors to honor their post-petition obligations, just as
Canadian National Railway has honored its obligations.

The Debtors' failure to make the September 30, 2001 payment and
failure to keep Canadian National Railway's property free from
mechanics' liens both present ample cause mandating relief from
the automatic stay, Mr. Newman argues.  In addition, Mr. Newman
urges the Court to fix a date by which the Debtors must assume
or reject their leases with Canadian National Railway, for these
reasons:

    (x) The Debtors have had sufficient time to evaluate their
        situation and the importance of the leases.

    (y) The damage to Canadian National Railway arising from any
        further delay is clear.  Canadian National Railway is
        faced with issues of public safety with respect to their
        tracks and right of way.

    (z) The importance of the leases to the Debtors' bankruptcy
        weighs in favor of Canadian National Railway's request.
        The leases are critical to the Debtors' reorganization,
        and any further delay will only encourage the Debtors to
        refrain from coming to grips with their obligations and
        prospects for reorganization or sale.

Chapter 11 is not an endless safety zone in which debtors may
freely ignore their obligations forever, Mr. Newman scolds.  If
these Debtors want the benefits of Chapter 11, these Debtors
must play by the rules, Mr. Newman reminds Judge Gropper.  
According to Mr. Newman, the rules dictate that the Debtors
immediately pay Canadian National Railway the post-petition
lease payments or that the Debtors forfeit the protections of
chapter 11.  "In short, the Debtors must pay to play," Mr.
Newman concludes.

Thus, by motion, Canadian National Railway asks the Court to
enter an order:

  (i) granting Canadian National Railway relief from the
      automatic stay so that it may exercise all of its remedies
      including termination of its leases to ensure the ongoing
      integrity and safety of railroad property, or

(ii) alternatively, compelling the Debtors to pay Canadian
      National Railway's administrative claim and compelling the
      Debtors to either assume or reject Canadian National
      Railway's leases. (360 Bankruptcy News, Issue No. 12;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)    


ANC RENTAL: Files for Chapter 11 Protection in Wilmington
---------------------------------------------------------
ANC Rental Corporation (Nasdaq:ANCX), the parent company of
Alamo Rent A Car and National Car Rental, filed voluntary
petitions for reorganization under Chapter 11 of the U. S.
Bankruptcy Code with the U. S. Bankruptcy Court in Wilmington,
Delaware. The protection of Chapter 11 allows ANC to reorganize
its business operations and finances. The company plans to use
existing cash, revenue generated from normal business
activities, and the benefits of relief opportunities provided by
Chapter 11 to finance operations through this period. ANC's
filing includes its U.S. operating subsidiaries, Alamo, National
and Alamo Local Market, and several other domestic entities. It
does not include its International or Canadian operations, or
its independent National franchisees.

The Chapter 11 filing will be seamless to customers, who will
continue to receive superior service without interruption. All
existing and future reservations will be honored as usual. Post-
petition obligations to vendors will be paid promptly in the
normal course of business. Employees will continue to receive
full salary, health and welfare benefits.

ANC Rental Corporation's Chairman and CEO Michael Egan
explained, "The drastic decline in travel after September 11 has
taken a tremendous toll on our business, and our current capital
and expense structure cannot absorb the shortfall. As a result,
we are seeking the protection and relief provided by Chapter 11
to allow us to continue serving customers while we stabilize the
business. This filing is a positive and proactive step for ANC.
It allows us to restructure our balance sheet, improve our
operations and position ourselves for future profitability while
continuing to serve customers with our traditional high level of
service and quality."

Mr. Egan also expressed his complete confidence in Mr. Larry
Ramaekers who was elected president of the company and has had a
wealth of experience in leading turn-around situations. Mr.
Ramaekers said, "The company has two excellent brands, each
serving a unique market. With the continued support of our
talented workforce and loyal customers, we fully expect to
regroup financially and strategically, and to emerge from these
proceedings a stronger and more financially sound company."

In recent weeks, ANC has streamlined its employee workforce in
both the field and home office, restructured its senior
management and merged the Alamo and National sales force. The
opportunities afforded ANC through Chapter 11 give the company
the tools to accelerate other components of its current
restructuring plan, to decrease its capital costs and to greatly
reduce its other costs of operations.

ANC Rental Corporation, headquartered in Fort Lauderdale, is one
of the world's largest car rental companies with annual revenue
of approximately $3.5 billion in 2000. ANC Rental Corporation,
the parent company of Alamo and National, has more than 3,000
locations in 69 countries and employs approximately 19,000
associates worldwide.


ANC RENTAL: Case Summary & 35 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: ANC Rental Corporation
             200 S. Andrews Avenue
             Ft. Lauderdale, FL 33301

Bankruptcy Case No.: 01-11200

Debtor affiliates filing separate chapter 11 petitions:

             Entity:                         Case No.:
             -------                         ---------
             ARG Reservation Services, LLC   01-11196
             Alamo Rent-A-Car, LLC           01-11197
             Rental Liability Management
             Holdings, LLC                   01-11199
             ANC Financial Properties, LLC   01-11201
             ANC Payroll Administration, LLC 01-11202
             ARC-TM Properties, LLC          01-11203
             NCR Affiliate Servicer
             Properties, LLC                 01-11204
             Alamo Rent-A-Car Management, LP 01-11205
             ANC Financial, LP               01-11206
             ANC Information Technology, LP  01-11207
             ANC Management Services, LP     01-11208
             ANC-TM Management, LP           01-11209
             NCRAS Management, LP            01-11210
             SRAC Management, LP             01-11211
             Alamo International Sales, Inc. 01-11212
             ANC Aviation, Inc.              01-11213
             ANC Collector Corporation       01-11214
             ANC Financial Corporation       01-11215
             ANC Financial GP Corporation    01-11216
             ANC-GP, Inc.                    01-11217
             ANC Information Technology,
             Inc.                            01-11218
             ANC Information Technology
             Holding, Inc.                   01-11219
             ANC IT Collector Corporation    01-11220
             ANC Management Services
             Corporation                     01-11221
             ARC-GP, Inc.                    01-11222
             ARC-TM, Inc.                    01-11223
             ARI Fleet Services, Inc.        01-11224
             Auto Rental, Inc.               01-11225
             Car Rental Claims, Inc.         01-11226
             Claims Management Center, Inc.  01-11227
             National Car Rental Licensing,
             Inc.                            01-11228
             National Car Rental System,
             Inc.                            01-11229
             Spirit Leasing, Inc.            01-11230
             Spirit Rent-A-Car, Inc.         01-11231
             Guy Salmon USA, Inc.            01-11232
             Liability Mangement Companies
             Holding, Inc.                   01-11233
             NCR Affilate Servicer, Inc.     01-11234
             NCRAS-GP, Inc.                  01-11235
             NCRS Insurance Agency, Inc.     01-11236
             Post Retirement Liability
             Management, Inc.                01-11237
             Rental Liability Management,
             Inc.                            01-11238
             Republic Fiduciary, Inc.        01-11239
             Republic Guy Salmon Partner,
             Inc.                            01-11240
             SRAC-GP, Inc.                   01-11241
             SRAC-TM, Inc.                   01-11242

Type of Business: ANC owns and operates one of the world's
                  largest car rental businesses under the band
                  names Alamo and National. ANC manages and
                  operates all aspects of its subsidiaries'
                  businesses. ANC's rental operations maintain
                  a strong presence in the airport leisure and
                  business travel market and a growing presence
                  in the off-airport insurance replacement and
                  neighborhood market of the automotive rental
                  industry. Alamo and National, through their
                  owned and franchised facilities, serve the
                  daily rental needs of both leisure and
                  business travelers from a network of  
                  approximately 3,000 on-airport and off-
                  airport locations in all 50 states of the
                  United States, as well as in Canada, Mexico,
                  Europe, the Caribbean, Latin America, Asia,
                  the Pacific Rim, Africa and the Middle East.
                  ANC's insurance replacement and neighborhood  
                  rental business, formerly known as CarTemps
                  USA  and now opened under the Alamo brand
                  name, operates in more than 400 locations
                  throughout United States.

                  Alamo Local serves the insurance replacement
                  rental market under the Alamo brand. Alamo
                  Local serves key customers in the insurance
                  and collision repair industry as well as the
                  local neighborhood renter.

Chapter 11 Petition Date: November 13, 2001

Court: District of Delaware

Judge: Mary Walrath

Debtors' Counsel: Bonnie Glantz Fatell, Esq.
                  Blank Rome Comisky & McCouley, LLP
                  1201 Market Street, Suite 800
                  Wilmington, Delaware 19801
                  (302) 425-6400

Total Assets: $6,497,541,000

Total Debts: $5,953,612,000

Debtor's 35 Largest Consolidated Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Lehman Brothers             Debt                  $203,544,444
Robert Swindell
Sheraton Manhattan
790 7th Avenue
New York, New York
Tel: 212-521-3300
Fax: 212-492-2438

General Motors Corporation  Debt                   $35,676,507
300 Renaissance Center
Detroit, MI 48265
Tel: 313-556-5000
Fax: 313-556-5158

Perot Systems (Reston VA)   Trade                   $6,263,570
1801 Robert Fulton Drive
Reston, VA 20191
Tel: 927-577-0000
Fax: 927-340-6791

Gerrit Dieperink            Insurannce Claim        $5,201,610
Robert Glazier, Esq.        Settlement
The Ingram bldg.
25 SE 2nd Avenue, Suite 1020
Miami, FL 33131
Tel: 305-372-5900
Fax: 305-372-5904

Walt Disney World Co        Trade                   $4,400,000
PO Box 911001
Lake Buena Vista, FL 32891
Tel: 407-824-2528
Fax: 407-828-4788

West LB                     Interest rate floor     $2,718,548
Alan Bookspan
1211 Avenue of the Americas
New York, NY 10036
Tel: 212-852-6027
Fax: 212-852-6307

American Broadcasting       Trade                   $1,539,763
Company
PO Box 10481
Newark, NJ 07913
Tel: 212-456-7777
Fax: 212-916-7709

Sabre Group Inc.            Trade                   $1,153,421
7285 Collection
Center Drive
Chicago, IL 60693
Tel: 817-963-2596
Fax: 817-264-6582

Media Edge                  Trade                   $1,128,720
PO Box 751731
Charlotte, NC 28275
Tel: 949-754-2000
Fax: 949-754-2006

Delta Airlines Inc.         Trade                    $838,296
PO Box 105531
Atlanta, GA 30392
Tel: 404-715-2600
Fax: 888-286-3163

American Airlines Inc.      Trade                    $823,332
PO Box 70588
Chicago, IL 60673
Tel: 918-254-3549

Yellow Pages Media 18201    Trade                    $764,732
Von Karman Avenue, #200
Irvine, CA 92612
Tel: 949-854-7744
Fax: 949-851-3046

Clark McDonald              Employment agreement     $679,561
PO Box 2474
Ft. Lauderdale, FL 33303
Tel: 954-763-2954

US Airways                  Trade                    $599,500
PO Box 640266
Pittsburgh, PA 15264
Tel: 703-872-7000
Fax: 703-294-5097

Worldspan                   Trade                    $596,904
Drawer CS 198537
Atlanta, GA 30084
Tel: 770-563-7522
Fax: 770-563-7020

Gauleo International        Trade                    $568,683
PO Box 95319
Chicago, IL 60694
Tel: 847-518-4605
Fax: 847-518-4085

Continental Airlines Inc.   Trade                    $471,197
O/S Sales  & Service
PO Box 0201970
Houston, TX 77216
Tel: 713-324-5000
Fax: 713-324-5924

Amadeus Global Travel       Trade                    $451,979
Distribution SA
Salvador De Madariaga 1
Madrid 28027
Tel: 34-915-820-100
Fax: 34-915-821-237

Japs Olson Company          Trade                    $437,953
7500 Excelsior Blvd.
St. Louis Park, MN 55426
Tel: 612-522-4461
Fax: 952-912-1900

Hewlette Packard            Trade                    $417,740
PO Box 75629
Charlotte, NC 28275
Tel: 800-325-5372
Fax: 404-648-8201

Electronic Date Systems     Trade                    $414,141
Tom Bennett
c/o National Car Rental
7700 France Ave. S
Edina MN 55435
Tel: 927-605-3363
Fax: 972-605-3329

Southwest Airlines Inc.     Trade                    $403,190
Headquarters
PO Box 97749
Dallas, TX 7397
Tel: 214-792-4917
Fax: 214-792-7495

United Airlines             Trade                    $378,483
PO Box 74688
Chicago, IL 60675
Tel: 847-700-4000
Fax: 847-700-7495

IBM Corp.                   Trade                    $376,184
91222 Collections Dr
Chicago, IL 60693
Tel: 877-426-6006
Fax: 914-765-4245

Northwest Airlines, Inc.    Trade                    $357,951
NW 8550
PO Box 1450
Minneapolis, MN 55435
Tel: 612-830-2550
Fax: 612-830-2548

Karsner, Michaels S.        Severance Agreement      $351,425
41 South Compass Drive
Fort Lauderdale, FL 33308
Tel: 954-493-7365

Marketing Innovators        Trade                    $340,494
International, Inc.
9701 West Higgins Road
Suite 400
Rosemont, IL 60018
Tel: 800-543-7373
Fax: 847-696-3194

MLT Inc.                    Trade                    $323,825
5130 Highway 101
Minnetonks, MN 55345
Tel: 952-474-2540
Fax: 701-420-6270

Travelocity Com             Trade                    $318,575
4200 Buckingham Blvd.
MD 1400
Fort Worth, TX 76155
Tel: 817-785-8000

Accenture                   Trade                    $313,000
PO Box 70629
Chicago, IL 60673
Tel: 312-693-0161
Fax: 312-737-1434

Primenet Marketing          Trade                    $312,083
Services
MB CB 0010
PO Box D-1164
Minneapolis, MN 55480
Tel: 651-405-4000
Fax: 651-405-4053

City & County of Denver     Trade                    $304,795
Denver International Airport
PO Box 792065
Denver, CO 80249
Tel: 303-342-2200

Bank One                    Trade                    $287,946
235 West Schrock Road
Westerville, OH 43081
Tel: 800-310-1111

GATX Capital                Trade                    $262,656
PO Box 862058
Orlando, FL
Tel: 813-289-7000
Fax: 813-281-1919

Consolidated Fleet          Trade                    $237,798
Operations


ALGOMA STEEL: Alters Restructuring Plan to Change Notes' Terms
--------------------------------------------------------------
Algoma Steel Inc. (TSE: ALG) amended its restructuring plan to
change the terms of the new notes to be issued to existing
noteholders, to add rights of the USWA to provide input into
certain major decisions and to add non-indexed pensioners as a
class.

Under the plan, the new notes consist of U.S.$125 million 9%
Notes due 2009 and U.S.$62.5 million 2% convertible Notes due
2030.

The conversion price on the 2% Notes is a minimum of CDN$12.00
per new common share. Algoma has the right to convert the 2%
Notes into new common shares after December 31, 2009 or earlier
if the average trading price of the new common shares exceeds
125% of the conversion price for a period of 30 days. At an
exchange rate of U.S.$0.625 for the Canadian dollar, the maximum
number of new common shares that could be issued on conversion
is 8,333,333.

Justice Farley of the Ontario Superior Court granted an order
authorizing the holding of meetings of the affected creditors
and approving the materials to be distributed to them. The
meetings are scheduled to be held on December 7, 2001.

Algoma believes that it has sufficient liquidity to carry on its
business until the meeting date and, accordingly, no request was
made for an increase in the amount available under its debtor in
possession (DIP) financing.

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


ARDENT COMMUNICATIONS: Appoints Ulysses Auger as Acting CEO
-----------------------------------------------------------
Ardent Communications, Inc. (OTC Bulletin Board: ARDT), a
provider of broadband access and bundled data services,
announced that it has appointed Ulysses Auger, current chairman
of the board and the company's original chief executive officer,
as its acting chief executive officer. Ardent has also named
Evans Anderson as the company's president.

Ulysses Auger has served as Ardent's chairman of the board since
January 1998 and was the company's chief executive officer from
January 1998 to October 2000.  Auger has an extensive background
in the telecommunications industry including a three-term
membership on the board of directors of Comptel, a
telecommunications industry trade association with approximately
225 member companies. The company's former chief executive
officer, Michael Lee, has left the company to pursue other
interests.

"Ardent Communications has a strong and solid history in the
Internet industry that I hope we will have well into the future.
The board has asked me to come back and shepherd the company
through this difficult period in its history." said Auger. "I am
pleased that Evans Anderson, a key figure in the company's
history, has agreed to come back and assist the company as well.
With the help of our dedicated staff, our customers and our
creditors I hope that we can move Ardent back on to the road to
success."

Evans Anderson, the company's new president, was the former
executive vice president of sales and marketing when the company
was known as CAIS Internet. Most recently he founded and was
general partner of Title Wave Networks, a company focused on the
sales and distribution of high-speed broadband DSL data
equipment to the telecommunications and integrator marketplace
in both North and South America.

"The company's real assets are its people, its MPLS-enabled,
nationwide network and position as a Tier One ISP," said
Anderson. "I look forward to the re-emergence of Ardent as a
leading provider of high quality Internet services."

On October 10, 2001, Ardent Communications filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.  Ardent continues to support its current
customers and offers new customers high quality data services
while the company undergoes this restructuring.

For more information on Ardent Communications, please visit
http://www.ardentcomm.com  

Ardent Communications, Inc. (OTC Bulletin Board: ARDT) is a
nationwide supplier of broadband Internet access solution s and
provides price competitive high-speed Internet services to
businesses in 29 Points of Presence (serving 38 metro areas)
across the nation utilizing a tier-one, nationwide Internet
network. The Company offers always-on, broadband Internet access
to its customers through its digital subscriber line (DSL)
service, and through T-1, DS-3 and other bandwidth connections
in major metropolitan areas throughout the U.S. Additionally,
the Company provides bundled data services including Web
hosting, colocation services and other value added managed data
services. Finally, the Company also provides service to certain
hotel properties utilizing installed high speed Internet service
and business centers. The Company uses its unmanned business
centers and Internet kiosks to deliver broadband Internet access
and content to hotels and public venues, such as airports,
retail centers, and cruise ships.

Ardent Communications, Inc. is headquartered in McLean, VA. and
operates a coast-to-coast OC-12 clear-channel network, and peers
with public and private partners, and at national exchange
points.

Ardent filed for chapter 11 protection in October in the U.S.
Bankruptcy Court for the District of Columbia.  David R. Kuney,
Esq., at Sidley Austin Brown & Wood, serves as lead counsel to
the company in its chapter 11 proceedings.  


AUDIO VISUAL: Continues Restructuring Talks with Lenders Group
--------------------------------------------------------------
Audio Visual Services Corporation (OTC Bulletin Board: AVSV)
reported its financial results for the three months ended
September 30, 2001.

The operations of Audio Visual Services Corporation are
comprised of two business units: Presentation Services (which
provides audiovisual equipment rentals and related technical
support staff to hotels, resorts and conference centers) and
Audio Visual Headquarters (which provides audiovisual equipment
rentals, technical labor and related staging services to
production companies and other businesses and associations for
use during meetings, conventions, trade shows, corporate theatre
and entertainment events as well as drop-off audiovisual
equipment rentals on an as-needed basis).

For the three months ended September 30, 2001, the Company
reported revenue of $68.7 million, a net decrease of $24.7
million from $93.4 million reported for the comparable period in
2000, with approximately 77% of the revenue decrease occurring
in the month of September.  The net decrease in total revenue
was principally attributable to lower same-store hotel revenues
within Presentation Services.  The general economic downturn has
continued to unfavorably impact the level of business meetings
held in hotels where Presentation Services provides audiovisual
equipment rentals and related services, as previously reported.  
In addition, the events of September 11th significantly
decreased the number of business meetings held in the month of
September.  Presentation Services' total revenues for the three
months decreased by $17.6 million, or 25.2%.  Revenues
attributable to new hotel properties were not sufficient to
offset the lower same-store revenue decline. Audio Visual
Headquarters' revenues decreased by $6.8 million, or 27.7%, also
due to the impact of the general economic downturn on business
meetings and the immediate cancellation of a number of
significant events following the events of September 11th.

The Company's total EBITDA (earnings before interest, taxes,
depreciation and amortization) was a loss of $4.9 million for
the three months ended September 30, 2001 compared with a loss
of $4.7 million for the same period in the prior year.  The
resulting total EBITDA for the three months ended September 30,
2001 was largely attributable to the decline in revenues,
resulting from the impact of the general economic downturn and
the immediate impact of the events of September 11th.  Decreases
in selling, general and administrative expenses and lower sub-
rental costs were not sufficient to offset the impact.  For the
quarter ended September 30, 2001, the Company realized a net
loss of $26.0 million, compared to a net loss of $30.0 million
for the three months ended September 30, 2000.  Included in the
EBITDA for the three months ended September 30, 2000 is a total
of $11.5 million of non-cash charges related to corporate
reorganization costs, the write-off of old accounts receivable
and certain other miscellaneous assets related to the Company's
former Atlanta-based audiovisual services operations.

On September 18, 2001 the Company announced that its lenders had
extended the term of its main credit facility to December 14,
2001.  Prior to this announcement, the Company's main credit
facility expired on October 1, 2001. The Company also maintains
a senior $16 million revolving credit facility that expires on
March 31, 2002.  In addition to the extension of the term of the
main credit facility, the lenders agreed to defer certain
interest payments until December 14th. Certain financial
covenant requirements contained in the credit facility,
including the requirement to achieve minimum levels of EBITDA
(Earnings before interest, taxes, depreciation and amortization)
for the twelve months ending September 30, 2001, were also
waived.  The Company's balance sheet at September 30, 2001
classifies all of the Company's outstanding principal and
accrued interest under its credit facilities as short-term, due
to the December 14, 2001 and March 31, 2002 maturity dates.

The announcement of the extension of the Company's main credit
facility came after a period of discussions among Company
representatives, the Company's financial advisor, The Blackstone
Group, L.P., and representatives from the Company's bank group,
lead by The Chase Manhattan Bank.  The Company recognizes that
it will be necessary to refinance or restructure its
indebtedness prior to the maturity dates and while the Company
and its lenders have not finalized a definitive plan to address
its outstanding indebtedness, discussions continue.  In the
event that the Company is unable to refinance or restructure its
indebtedness by December 14, 2001, the lenders would be entitled
to exercise all or any of their rights and remedies.  Any such
exercise of rights and remedies would likely have a material
adverse effect on the Company.

Commenting on the results, Robert K. Ellis, Chairman and Chief
Executive Officer of the Company stated, "The downturn in the
economy and the events of September 11 have had a direct impact
on the Company in this quarter.  We experienced an increasing
decline in same-store hotel revenues in this quarter as the
number and size of business meetings were reduced in response to
the economic downturn.  In the immediate aftermath of the events
of September 11, many business meetings were cancelled and/or
postponed.  While we have seen some recovery since early
October, we believe that events of September 11th will continue
to contribute to the decline in the number and size of business
meetings being held.  The Company has accelerated actions to
reduce its direct costs of sales and SG&A costs.  Despite the
current operating environment, we continue to see good long-term
opportunities for increasing the number of hotels where we
provide audiovisual services and have continued to add new
properties to the portfolio of hotels we service.  The impact of
the economic downturn and the events of September 11th to our
business have complicated our efforts to negotiate a definitive
plan to refinance or restructure the Company's indebtedness
prior to its maturity dates.  Discussions among Company
representatives, the Company's financial advisor and
representatives from the Company's lender group are continuing."

Audio Visual Services Corporation is a leading provider of
audiovisual equipment rentals, staging services and related
technical support services to hotels, event production
companies, trade associations, convention centers and
corporations in the United States.  In addition to its United
States operations, the Company has operations in Canada, Mexico,
the United Kingdom, Belgium, and the Caribbean.  Audio Visual
Services Corporation is listed on the OTC Bulletin Board and
trades under the symbol AVSV.


BETHLEHEM STEEL: US Trustee Appoints Creditors' Committee
---------------------------------------------------------
Carolyn S. Schwartz, United States Trustee for Region 2,
appoints these nine unsecured claimants to the Official
Committee of Unsecured Creditors in Bethlehem Steel
Corporation's chapter 11 cases:

           U.S. Bank Trust, National Association
           180 E. Fifth Street, Suite 414
           St. Paul, Minnesota 55101
           Attn: Kenneth Hoffman, Vice President
           Tele: (651) 244-8378
           Counsel: King & Spalding
           1185 Avenue of the Americas
           New York, New York 10036
           Attn: Frank Ciaccio, Esq.
           Tele: 556-2285

           HSBC Bank USA
           10 E. 40th Street, 14th Floor
           New York, New York 10016
           Attn: Russ Paladino
           Tele: (212) 525-1324
           Counsel: Kelley Drye & Warren
           101 Park Avenue
           New York, New York 10178
           Attn: Karen Ostad, Esq.
           Tele: (212) 808-7800

           National City Bank
           629 Euclid Avenue, Suite 635
           Cleveland, Ohio 44114
           Attn: Kevin Duffy, Esq.
           Tele: (216) 222-8013

           Iron Ore Company of Canada
           1010 Sherbrooke Street West, Suite 2500
           Montreal, Quebec H3A2B7
           Attn: Keith Edridge
           Tele: (418) 968-7677
           Counsel: Jones, Day, Reavis & Pogue
           77 West Wacker, Suite 3500
           Chicago, Illinois 60601
           Attn: Michelle Morgan Harner, Esq.
           Tele: (312) 782-3939

           Wilmington Trust Company
           Rodney Square North
           1100 North Market Street
           Wilmington, Delaware 19890
           Attn: Steve Cimalore
           Tele: (302) 651-8681
           Counsel: Pryor Cashman Sherman & Flynn, LLP
           410 Park Avenue
           New York, New York 10022
           Attn: Edward M. Fox, Esq.
           Tele: (212) 326-0404

           Electronic Data Systems Corporation
           5400 Legacy Drive
           Plano, Texas 75024
           Tele: (972) 605-5500
           Counsel: Simon, Warner & Doby, LLP
           301 Commerce, Suite 1700
           Forth Worth, Texas
           Attn: Michael D. Warner, Esq., or David T. Cohen,
           Esq.
           Tele: (817) 810-5250

           DTE Burns Harbor, LLC
           414 South Main Street, Suite 600
           Ann Arbor, Michigan 48104
           Tele: (734) 302-4894
           Counsel: Hunton & Williams
           Riverfront Plaza
           951 East Byrd Street
           Richmond, Virginia 23219-4074
           Attn: Peter Partee, Esq.
           Tele: (804) 788-8473

           United Steelworkers of America, AFL-CIO, CLC
           Five Gateway Center
           Pittsburgh, Pennsylvania 15222
           Tele: (412) 562-2400
           Counsel: Cohen, Weiss & Simon, LLP
           330 West 42nd Street, 25th Floor
           New York, New York 10036
           Attn: Bruce H. Simon, Esq.

           Pension Benefit Guaranty Corporation
           Corporate Finance and Negotiations Dept.
           1200 K. St., N.W.
           Washington, DC 20005
           Attn: Kartar S. Khalsa
           Tele: (202) 326-4070 ext. 3655 (Bethlehem Bankruptcy
           News, Issue No. 4; Bankruptcy Creditors' Service,
           Inc., 609/392-0900)


BETHLEHEM STEEL: Will Cut Salaried Non-Represented Staff by 400
---------------------------------------------------------------
Bethlehem Steel Corporation (NYSE: BS) announced that due to the
continued deterioration of business conditions it will reduce
its salaried non-represented workforce by an additional 400
employees company-wide from current staffing levels by
January 31, 2002.

The planned workforce reduction will affect the corporate
headquarters in Bethlehem, Pa., and all operating locations.  
Including the previously announced reduction of 300 positions,
which began in June 2001 and was accomplished by August 31,
2001, the current initiative will reduce Bethlehem's salaried
non-represented workforce by approximately 25 percent from its
June 2001 baseline.  Bethlehem Steel's total salaried non-
represented employment will be approximately 2,100 on January
31, 2002, down from 2,800 in June 2001 and 3,500 in January 1999
-- a 40 percent reduction over the entire period.

These planned reductions, along with recent restructuring
actions already taken, will be deemed a partial shutdown of
Bethlehem's salaried non- represented workforce, effective
January 31, 2002.  As a result of the shutdown designation,
affected employees, if eligible, will be entitled to immediate
70/80 pensions or Rule-of-65 pensions in 90 days after the date
of shutdown.

Benefit information, including personal shutdown pension
estimates, and outplacement services will be provided to all
laid off employees.

Discussions continue with the United Steelworkers of America
about necessary improvements in the productivity of our
represented workforce and reductions in active and retiree
benefit costs.

Bethlehem filed a voluntary petition under Chapter 11 of the
U.S. Bankruptcy Code on October 15, 2001.  A reduction in total
employment and benefit costs, including a new labor agreement
with the USWA, will be a critical part of any Plan of
Reorganization that the company must develop and have approved
by the court in order to emerge from Chapter 11 bankruptcy
proceedings.


BRIDGE INFO: Court Extends Solicitation Period Until February 28
----------------------------------------------------------------
Gregory D. Willard, Esq., at Bryan Cave LLP, in St. Louis,
Missouri, reminds the Court that since Petition Date, Bridge
Information Systems, Inc. have been:

    (i) Assisting with the ongoing sales of the Debtors' assets;

   (ii) Negotiating and obtaining this Court's approval of a
        debtor-in-possession financing facility;

  (iii) Seeking to implement employee retention programs;

   (iv) Replying to inquiries from creditors and parties-in-
        interest to these Chapter 11 cases;

    (v) Evaluating over $1,000,000,000 in liabilities; and

   (vi) Establishing claims administration procedures.

However, Mr. Willard tells Judge McDonald, the Debtors' ability
to complete formulation of a plan has been severely affected by
the attack on the World Trade Center on September 11, 2001.  The
attack destroyed the Debtors' offices located in the World Trade
Center and caused an undetermined amount of damage to the
Debtors' corporate headquarters in the World Financial Center,
Mr. Willard recounts.

Nevertheless, Mr. Willard says, the Debtors were able to file a
plan of reorganization recently.

By this motion, the Debtors seek to extend their acceptance
period through and including February 28, 2002, without
prejudice to their right to seek further extension.

Mr. Willard explains that the Debtors are filing this motion as
a precaution to ensure that the exclusivity afforded to the
Debtors during the acceptance period will be maintained in the
event that acceptance of the plan requires more time than
expected.

"These Chapter 11 cases are extremely complex," Mr. Willard
contends.  Mr. Willard reminds the Court that an extension may
be warranted so long as the Debtors are not seeking to extend
the acceptance period to pressure creditors to accede to their
reorganization demands.  Mr. Willard assures Judge McDonald that
the Debtors are properly motivated and have progressed
diligently in formulating a plan.

"The Debtors remain committed to moving these Chapter 11 cases
forward and concluding them very rapidly, and they are dedicated
to obtaining quick acceptance of the proposed reorganization
plan," Mr. Willard promises.  An extension of the acceptance
period will allow the Debtors the time necessary to gain
approval of a plan of reorganization that is in the best
interests of all parties, Mr. Willard concludes.

Persuaded by the Debtors arguments, Judge McDonald extends the
period within which the Debtors must obtain acceptance of the
plan through and including February 28, 2002. (Bridge Bankruptcy
News, Issue No. 20; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    


BROADBAND OFFICE: Seeks to Convert Case to Chapter 7 Liquidation
----------------------------------------------------------------
BroadBand Office, Inc. moves for the conversion of its Chapter
11 case to Chapter 7 of the Bankruptcy Code.

The Debtor filed this case in an effort to stop various parties
from attempting to terminate its building access agreements. The
Debtor said that they have secured the best value possible for
its assets and achieved its goals entering Chapter 11.

Although the Debtor hoped to mediate a settlement between the
party asserting the principal secured claims in this case and
the Official Committee of Unsecured Creditors, it now appears
that those discussions are not likely to be fruitful.

The Debtor further believes that there is no continuing purpose
to be served by remaining in Chapter 11 and that the residual
issues in winding up this case would be suitably accomplished by
a Chapter 7 trustee.  The Debtor believes that all unique issues
surrounding its assets have been resolved and that liquidation
and distribution are the primary duties remaining to the estate.

BroadBand Office, Inc. filed for Chapter 11 bankruptcy petition
on May 9, 2001 in the US Bankruptcy Court for the District of
Delaware. Aaron A. Garber, David M. Fournier, David B. Stratton
at Pepper Hamilton LLP represents the Debtor in their
restructuring efforts.


CLASSIC COMMS: Files for Chapter 11 Reorganization in Wilmington
----------------------------------------------------------------
Classic Communications, Inc. (Nasdaq: CLSC) announced that the
Company and its subsidiaries have filed voluntary petitions
under Chapter 11 of the United States Bankruptcy Code to
restructure their operations.  The Company and its subsidiaries
made the filings in the U.S. Bankruptcy Court for the District
of Delaware in Wilmington, Delaware.

The Company also announced it has secured a revolving credit
facility of up to $30,000,000 in Debtor-In-Possession (DIP)
financing with Goldman Sachs Credit Partners L.P. acting as lead
arranger and syndication agent, which will be used to fund the
Company's operations during the reorganization process. Funding
of the DIP financing is subject to obtaining the approval of the
Bankruptcy Court, among other conditions.

Classic's President Dale Bennett cited the Company's
overburdened debt structure and lack of liquidity as factors
contributing to the filings, but said the Company intends to
continue to conduct business as usual, with no changes in
service or pricing.

Mr. Bennett said, "The reorganization is necessary to rectify
operational and liquidity difficulties resulting from increased
competition and the service of high-cost debt.  The Company
plans to emerge quickly from bankruptcy with a strong regional
presence in its core markets of operation. After weighing all
the options, we believe this broad restructuring is the best and
most reliable way to position Classic for future stability,
growth and success."

Additionally, on October 25, 2001, two of Classic's
subsidiaries, Universal Cable Communications, Inc. and Universal
Cable Holdings, Inc. completed a sale of assets associated with
the Breckenridge, Colorado, cable system to TCI Cable Partners
of St. Louis, L.P. for approximately $13,700,000 plus
approximately $2,500,000 to be paid in the future if certain
conditions are met.  The net proceeds from this sale were used
primarily to pay interest on outstanding bank debt.

Referring to Classic's largest shareholder, New York City-based
Brera Capital Partners, LLC, Mr. Bennett added, "Brera has
worked closely with our financial advisor, Credit Suisse First
Boston Corporation (CSFB) and, through CSFB, cooperated with the
Company's creditors with the goal of maintaining Classic's
ability to conduct business as usual during the restructuring.

Headquartered in Tyler, Texas, Classic Communications, Inc. is a
cable operator focused on non-metropolitan markets in the United
States.  Classic has approximately 346,000 subscribers in non-
metropolitan markets in Texas, Kansas, Oklahoma, Nebraska,
Missouri, Arkansas, Louisiana, Colorado, Ohio and New Mexico.  
Classic trades on the Nasdaq stock market under the trading
symbol "CLSC."


COLUMBIA LABORATORIES: Third Quarter Loss Jumps to $3.2 Million
---------------------------------------------------------------
Columbia Laboratories (AMEX:COB) reported a loss for the three
months ended September 30, 2001 of $3,240,507 on sales of
$411,354, as compared to a loss of $272,547 on sales of
$3,513,917 for the same period last year.

The revenue figure for the third quarter of 2001 does not
reflect Crinone sales, which were halted in March 2001 pending
the resolution of a viscosity issue associated with the gel,
which resulted in a voluntary recall of certain batches of
Crinone. The company has since manufactured new product under a
re-validation protocol, which yielded positive results of
critical stability data. As a result, Columbia initiated
shipments of Crinone to Serono, its worldwide marketing partner
for this product on October 19th.

Under the terms of the contract, Serono has until November 19,
2001 to reject the product. Serono has advised the company that
they have, as yet, neither rejected nor accepted the re-
validated batches of product, but confirmed the product did meet
specifications at time zero and at one and three months.
However, Serono has informed the company that they have elected
to delay the re-launch of the product pending receipt of further
data from Columbia. Even though the company believes that
additional data is not required for release, Columbia's
technical team is working with Serono's technical team to
resolve this issue. If Serono does not accept product by
November 19, 2001, the company believes that this would
constitute a material breach of the agreement.

At this point, the company is uncertain as to when Serono will
initiate marketing efforts on behalf of Crinone. Currently,
negotiations are underway with the goal of reaching a global
settlement of all issues outstanding between Serono and
Columbia.

For the nine-month period ended September 30, 2001, the net loss
was $11,489,560 on net sales of $1,686,723. The results for the
first nine months of 2001 included a $1.0 million charge to
record the estimated costs of downsizing and restructuring the
Company's presence outside the United States and a $1.5 million
charge for estimated out-of-pocket expenses associated with the
recall of Crinone. Excluding these charges, the net loss for the
nine months would have been $8,989,560. The loss in the
comparable 2000 period was $2,810,323 on net sales of
$9,219,872.

Columbia's product development initiatives, to develop small
chain peptides, continued to yield encouraging results. During
the quarter, the company reported positive results from a
clinical analysis of its Desmopressin peptide formulation. Data
from the eight-person clinical trial, utilizing Columbia's
proprietary and patented Bio-Adhesive Delivery System (BDS), in
a progressive hydration buccal tablet containing desmopressin,
confirmed detectable blood levels in the majority of patients at
numerous time points over the 24-hour dosing interval. The
company plans to advance this product, as well as two additional
peptides, into clinical trials in the fourth quarter of 2001,
with the results expected by year-end.

"The foundation underlying the strength of our products and the
potential of our research and development programs is our
proprietary Bio-adhesive Delivery System, commented Fred
Wilkinson, Columbia's president and chief executive officer. We
remain committed to advancing our clinical programs to deliver
innovative products using our novel delivery platform. We
maintain such programs as integral components of our growth
strategy and remain focused on their successful completion as we
concurrently seek to reintroduce Crinone into the marketplace
and resolve the outstanding issues with Serono."

Columbia Laboratories, Inc. is a U.S.-based international
pharmaceutical company dedicated to research and development of
women's health care and endocrinology products, including those
intended to treat infertility, dysmenorrhea, endometriosis and
hormonal deficiencies. Columbia is also developing hormonal
products for men and a buccal delivery system for peptides.
Columbia's products primarily utilize the company's patented
bioadhesive delivery technology.

At Sept. 30, 2001, Columbia Laboratories had cash and cash
equivalents and working capital totaling about $11 million. It
had total notes payable of $10 million. Also, at the same date,
the company had stockholders' equity deficit reaching $1.9
million.


DELPHI INT'L: Will Commence Winding-Up & Liquidation Proceedings
----------------------------------------------------------------
Delphi International Ltd. (Nasdaq: DLTDF) reported a net loss
attributable to common shares of $2.6 million for the quarter
ended September 30, 2001, and a net loss attributable to common
shares of $1.2 million for the nine months ended September 30,
2001.

Revenues of $1.2 million for the quarter ended September 30,
2001, and $9.0 million for the nine months to September 30,
2001, consisted principally of net investment income on the
Company's insurance reserves.  The company incurred acquisition
and operating expenses and accrued discount related to its
insurance reserves of $3.5 million for the quarter and $9.4
million for the nine months to September 30, 2001.

The Company announced on September 14, 2001 that it had reached
an agreement with its primary reinsureds, creditors and
preferred security holders pursuant to which it will settle
substantially all of its reinsurance obligations, as well as its
obligations under its debt securities and preferred shares.  In
furtherance of this agreement, the Company's subsidiary, Oracle
Reinsurance Company Ltd., has ceased operations and is in the
process of commuting all of its reinsurance agreements currently
in effect.  Oracle recently completed the commutations of its
two primary reinsurance agreements pursuant to the terms of such
agreement.  Upon completion of all commutations and settlement
of its remaining liabilities, the Company and its subsidiaries
intend, subject to receipt of shareholder approvals, to commence
winding up and liquidation proceedings.

Colin O'Connor, President and Chief Executive Officer, said,
"Under the terms of the commutation and other agreements reached
by the Company, the common shareholders are to receive a
liquidating distribution of $3 per share. Subject to timely
receipt of relevant approvals, we expect that the liquidation
process will be completed in the first quarter of 2002.  I
believe that we made the only sensible choice given the limited
strategic options available to us, and that, given all of the
circumstances, the distribution reflects a good outcome for
common shareholders."

Delphi International Ltd. is the parent of Oracle Reinsurance
Company Ltd., a Bermuda-based specialty reinsurer.


EBT INT'L: Adopts Plan of Complete Liquidation & Dissolution
------------------------------------------------------------
eBT International, Inc. (Nasdaq: EBTI) announced that its
shareholders approved a plan of complete liquidation and
dissolution on November 8, 2001, and that a certificate of
dissolution was filed with the State of Delaware on November 8,
2001.  The Company plans to make its first liquidating
distribution to shareholders before December 31, 2001.

Prior to May 23, 2001, eBT (Nasdaq: EBTI) developed and marketed
enterprise-wide Web content management solutions and services.

eBT is a trademark of eBT International, Inc. in the United
States and other countries.


ENTERTAINMENT TECHNOLOGIES: James D. Butcher Steps Down as CEO
--------------------------------------------------------------
Entertainment Technologies & Programs Inc. (OTCBB:ETPI),
announced that it has restructured its executive management
team. On Oct. 31, 2001, the board of directors requested and
accepted the resignation of Mr. James D. Butcher as chief
executive officer of the company. The board of directors has
appointed George C. Woods, the president and chief financial
officer, as interim chief executive officer. Mr. Butcher remains
the chairman of the board of directors. The board of directors
intends to commence a thorough search of candidates, which will
include Mr. Woods, for the permanent position of chief executive
officer.

At the end of June, Entertainment Technologies' total
liabilities exceeded its assets by around $1 million.


EXODUS COMMUNICATIONS: Concludes Equity Unlikely to See Recovery
----------------------------------------------------------------
Exodus Communications, Inc. (OTC Bulletin Board: EXDSQ)
reiterated in a press release circulated this week that as
previously announced, the Company has engaged various financial
advisors to assist it in analyzing and considering various
financial and strategic alternatives available to the Company.
These alternatives include potential acquisition as well as
obtaining additional strategic investors.  During the course of
discussions with potential acquirers as well as strategic and/or
financial investors, management has determined that regardless
of the outcome of these discussions, it is likely that the
Company's common stock will have no value.

Exodus Communications is the leading provider of managed hosting
services for enterprises with mission-critical Internet
operations. The company offers sophisticated system and network
management solutions along with professional services to provide
optimal performance for customers' Internet infrastructures.
Exodusr manages its network infrastructure via a worldwide
network of Internet Data Centers (IDCs) located in North
America, Europe and Asia Pacific. More information about Exodus
can be found at http://www.exodus.net


FEDERAL-MOGUL: Seeks Approval of Proposed Cross-Border Protocol
---------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates request
entry of an order approving a Cross-Border Protocol, as of the
Petition Date, subject to further approval by the English Court,
in order to ensure the efficient administration of the U.S.
Cases and the English Cases.

Given the complex, transnational nature of the Insolvency
Proceedings, James O'Neill, Esq., at Pachulski Stang Ziehl Young
& Jones, P.C., in Wilmington, Delaware, suggests that a protocol
is required for the efficient administration of these cases,
which would govern the resolution of many of the administrative
issues anticipated to arise in coordinating the Insolvency
Proceedings and is necessary to protect the rights of the
Debtors, the Administrators, as well as the rights of thousands
of creditors and other interested parties in the United States,
England and other jurisdictions.

In particular, the terms of the Protocol are designed to achieve
four core goals:

A. to promote the orderly and efficient administration of the
   Insolvency Proceedings,

B. to harmonize and co-ordinate activities undertaken in the
   Insolvency Proceedings,

C. to implement a framework of general principles to address
   certain business, administrative and management issues, and

D. to facilitate the fair, open and efficient administration of
   the Insolvency Proceedings for the benefit of all of the
   Debtors, their creditors and other interested parties
   wherever located.

Mr. O'Neill relates that the Protocol is designed to accomplish
these goals while attempting to harmonize certain potentially
conflicting concepts existing under the Bankruptcy Code and
English Law such as the differing powers and responsibilities of
an administrator versus a chapter 11 debtor in possession. Mr.
O'Neill informs the Court that the Protocol is the result of
lengthy discussion and arm's length negotiation between the
Debtors and the Administrators to balance the two different
insolvency regimes while continuing to respect the independent
jurisdiction of each of the Courts, all with a view toward
maximizing the value of the Debtors' estates for the benefit of
their creditors and other parties in interest.

The salient provisions of the Protocol include:

A. The US Management shall have primary responsibility for

     1. developing, confirming and implementing a Reorganization
        Plan;
     2. conducting in consultation with the Administrators all
        Proceedings Involving Asbestos;
     3. handling and enforcing in consultation with the
        Administrators any Insurance Claims; and
     4. the general strategy of the Debtors including the
        Cross-Border Companies.

B. The Administrators consent, pursuant to section 14(4) of the
   Insolvency Act 1986, to the exercise by the Cross-Border
   Management of all the powers conferred upon them, subject
   to certain supervision and control requirements as set
   forth in the Protocol.

C. The Cross-Border Management must consult with the
   Administrators or must obtain the Administrators' consent
   before taking certain actions with respect to the
   Cross-Border Companies.

D. The Cross-Border Management must use reasonable endeavors to
   ensure that certain actions with respect to any subsidiary
   of the Cross-Border Companies will not be taken unless the
   Administrators have been consulted or have consented to
   such action.

E. The Administrators, in consultation with the Cross-Border
   Management, shall have primary responsibility for

       1. agreeing to the validity, or amount of, or paying or
          settling pre-petition claims prior to any
          Reorganization Plan taking effect;
       2. circulating for approval to the creditors of the
          Cross-Border Companies any proposal for a
          Reorganization Plan;
       3. the appointment, removal and terms of employment of
          any director of the Cross-Border Companies;
       4. calling meetings of creditors or shareholders of the
          Cross-Border Companies;
       5. fulfilling certain duties with respect to the pension
          schemes of the Cross-Border Companies;
       6. issuing certain letters to customers and suppliers of
          the Cross-Border Companies; and
       7. issuing certain instructions in respect of the banking
          accounts of the Cross-Border Companies.

F. The US Management, Cross-Border Management and the
   Administrators shall regularly consult with each other on
   all strategic matters affecting the Debtors, shall comply
   promptly with all reasonable requests for information made
   by the other, and shall act reasonably and in good faith
   towards one another.

G. The Cross-Border Management must advise the Administrators of
   all board meetings of the Cross-Border Companies and
   regularly provide the Administrators with certain reports
   and information and access to documents to enable the
   Administrators to comply with the applicable regulatory
   regime.

H. The Administrators acknowledge that they may be receiving
   certain material non-public information and information
   subject to various privileges and will keep all such
   information confidential except under certain limited
   circumstances.

I. The Parties acknowledge the comity and independence of the
   Courts by acknowledging that

       1. nothing in the Protocol shall divest the US Court's
          independent jurisdiction over the subject matter of
          the US Cases and the English Court's independent
          jurisdiction over the subject matter of the
          Cross-Border Cases,

       2. to the extent practicable, the US Court shall have
          sole and exclusive jurisdiction and power over the
          conduct of the US Cases and the English Court shall
          have sole and exclusive jurisdiction and power over
          the conduct of the Cross-Border Cases.

J. The Administrators will support any request by the US Case
   Representatives that the English Court hear the US Case
   Representatives in respect of a particular matter and the
   US Case Representatives will support any request by the
   Administrators that the US Court hear the Administrators in
   respect of a particular matter.

K. If necessary, the Parties will ask each of the Courts, to the
   extent possible under applicable law, to provide
   recognition and/or judicial assistance in extending and
   giving effect to the stay available in the other Court's
   jurisdiction.

L. With certain exceptions provided in the Protocol, the US Case
   Representatives and the US Case Professionals shall be
   subject to the sole and exclusive jurisdiction of the US
   Court with respect to all matters, including the US Case
   Representatives' status as debtors in possession, and any
   other matters relating to the US Case Representatives, as
   well as issues of retention, compensation and liability, if
   any, of the US Case Professionals.

M. With certain exceptions provided in the Protocol, the
   Administrators and the Cross-Border Professionals shall be
   subject to the sole and exclusive jurisdiction of the
   English Court with respect to all matters, including the
   Administrators' tenure in office and any other matters
   relating to the Administrators in respect of the
   Cross-Border Cases, as well as issues of retention,
   compensation and liability, if any, of the Administrators
   and Cross-Border Professionals.

N. In the event of any disputes arising between the Parties to
   the Protocol, they shall make all reasonable attempts to
   reach agreement and if agreement cannot be reached, such
   dispute will be referred to the Court with the greatest
   nexus to the case or if such dispute affects both the US
   Cases and the Cross-Border Cases, to the Court that appears
   best suited to determine the issues in dispute.

O. The Protocol shall become effective only upon its approval by
   the US Court and the English Court and, after it becomes
   effective, may only be amended with the consent of all
   Parties and approval by both of the Courts.

P. The Protocol shall terminate if either of the Parties gives
   written notice to the other Parties that the Protocol is
   terminated in relation to the Cross-Border Companies
   specified in such notice, or with respect to any of the
   Debtors to which a Reorganization Plan relates, upon the
   date such Reorganization Plan is given effect under US and
   English law. (Federal-Mogul Bankruptcy News, Issue No. 5;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


FLEXTRONICS INT'L: S&P Rates Credit and Senior Bank Loan at BB+
----------------------------------------------------------------
Standard & Poor's revised its outlook on Flextronics
International Ltd. to stable from positive. At the same time,
Standard & Poor's affirmed its double-'B'-plus corporate credit
and senior secured bank loan ratings, and double-'B'-minus
subordinated notes rating. The outlook revision is based on
weaker profitability measures that are likely to remain
pressured due to challenging industry conditions over the near
term.

Ratings continue to reflect Flextronics' top-tier industry
position, broad geographic scope of operations, and solid long-
term customer relationships. These factors only partially offset
the challenges associated with managing through a severe
downturn in end-market demand in a highly competitive industry.
San Jose, California- and Singapore-based Flextronics is a
leading provider of electronic manufacturing services (EMS),
primarily to the communications and computing industries.

Sales growth has slowed, as revenues remained flat in the 12
months ended September 30, 2001, with total sales of $12.6
billion. End-market demand in communications and computing
markets is expected to remain weak until at least mid 2002. The
company is the second-largest provider in the EMS industry and
has maintained sales levels, while sales of its competitors have
dropped significantly. The company's profile benefits from
greater customer and end-market diversification than its
competitors and a large manufacturing base in low-cost regions
of Europe, Asia, and Mexico.

Furthermore, management's ongoing rationalization efforts, to
reduce manufacturing capacity and headcount by almost 20%,
should help stabilize profitability metrics.

Still, Standard & Poor's believes it will be a continuing
challenge to maintain operating performance while executing
management's growth strategy in the midst of a severe downturn
in end-market demand. The company has added a number of new
customers, such as Xerox, and is likely to continue acquiring
other companies.

Operating margins fell by nearly one-third, to 4.5%, in the
fiscal 2002 first half, ended September 30, 2001, from the year-
earlier period. Still, cash flow protection measures are
expected to remain solid, with EBITDA coverage of interest
expense of more than 6 times. The company has a moderate
financial profile, with total debt to capital of less than 30%.
Financial flexibility is modest, as acquisitions and
restructuring charges are likely to consume more than half of
its $400 million cash balance as of Sept. 30, 2001. Additional
flexibility is provided under its $500 million credit facility.

                       Outlook: Stable

Ratings on Flextronics are constrained by operational challenges
associated with realigning its operations to difficult end-
market conditions. The long-term nature of the company's
customer relationships and its moderate financial profile
provide ratings protection.


FOAMEX INTERNATIONAL: Third Quarter EBITDA Slides 6.8%
------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI), the leading
manufacturer of flexible polyurethane and advanced polymer foam
products in North America, announced financial results for its
third quarter, which ended September 30, 2001.

Net sales for the quarter were $326.4 million, an increase of
5.4% from $309.7 million reported in the prior-year quarter. The
increase was primarily the result of the acquisition in late
July of certain assets of General Foam Corporation (GFC), which
contributed to growth in the company's Automotive Products and
Technical Products businesses. New product sales were also
strong in the quarter.

Gross profit for the quarter was $46.1 million, an increase of
3.0% over $44.7 million for the third quarter of 2000. As a
percent of sales, gross profit for the quarter was 14.1%,
compared with 14.4% in the third quarter of last year,
reflecting continuing price competition in the company's
commodity businesses.

SG&A expenses for the quarter increased to $20.4 million, from
$17.4 million in the prior-year quarter. The increase was
primarily the result of expenses associated with the company's
change of auditors, the GFC acquisition, and other professional
fees associated with our global growth programs.

The company recorded additional restructuring expenses of $0.3
million in the third quarter of 2001, compared with a charge of
$2.8 million in the third quarter of 2000.

Operating income was $25.5 million, an increase of 3.9% over the
$24.5 million reported in the third quarter of last year.
Excluding restructuring charges in both periods, operating
income decreased 5.9% from the prior-year quarter.

Interest and debt issuance expense for the quarter was $15.4
million, a 19.9% decrease from $19.3 million in the third
quarter of last year, due to a combination of reduced debt
levels and lower interest rates. Effective interest rate
reductions are expected to further lower interest expense in the
fourth quarter and into 2002.

Provision for income taxes was $1.4 million, compared with $1.1
million in the third quarter of 2000.

Net income grew to $7.4 million compared with $3.8 million for
the third quarter of 2000.

EBDAIT (a jumbled version of EBITDA, we assume) for the quarter
was $34.5 million, a decrease of 6.8% from $37.1 million in the
third quarter of last year.

John Televantos, President and Chief Executive Officer of
Foamex, said, "The General Foam acquisition is already
contributing in a positive way to the growth and profitability
of our company. In addition, new product initiatives continue to
run ahead of our aggressive plan to double sales of new
products, to $60 million, in 2001. These results are indicative
of the value to the market of our new product lines,
particularly in the home furnishings sector. As mortgage rates
continue to move lower, the 2002 housing sector may provide a
sound growth opportunity for the company.

"We have now posted eleven consecutive quarters of stable EBDAIT
levels," Televantos continued. Consistent with our ongoing
commitment to shareholders, we reduced debt by an additional
$18.6 million during the quarter, and more than $44 million year
to date. Total debt at September 30 was $668 million. As a
result, our debt leverage at September 30 was below our covenant
target level, which will further reduce effective interest rates
going forward.

"Our investment in proprietary technology and our focus on new
product development are reaping benefits for Foamex," Televantos
noted. "The two new Variable Pressure Foaming (VPFSM) lines
installed this year expand our industry technology leadership
and provide the base for innovative new products for our
customers. Our proprietary VPF-based furniture and bedding
brands, Reflex(R), Quiltflex and visco-elastic foams, have
gained rapid acceptance in the industry. We expect increasing
contributions from these investments in 2002.

"In addition," he continued, "we are in the process of launching
a new anti-microbial carpet cushion, called Performance, which
we expect to contribute significantly to new product sales and
overall Carpet Cushion performance in the months ahead. We also
have several military-related products in the development stage
that could make a meaningful contribution to our growth and
profitability in the years ahead as well.

Commenting on the company's near-term outlook, Televantos said,
"The economy continues to be challenging, and our outlook for
the fourth quarter and the early part of the new year remains
guarded."

               Year-to-date performance

For the nine-months ended September 30, 2001, net sales were
$942.6 million, a 2.0% decrease from sales of $961.5 million in
the prior-year period.

Gross profit was $137.7 million, or 14.6% of sales, compared
with $135.4 million, or 14.1% of sales, in the first nine months
of 2000.

SG&A expenses for the period were $58.3 million, an increase of
7.1% over $54.5 million in the same period last year.

Operating income was $79.2 million, an increase of 5.7% over the
$74.9 million reported for the first nine months of 2000.
Excluding restructuring charges in both periods, operating
income decreased 2.0% over the nine-month period.

Interest and debt issuance expense for the period declined to
$49.4 million from $56.7 million for the same period last year.

Provision for income taxes was $4.6 million, compared with $3.3
million for the first nine months of 2000.

Net income for the period was $24.0 million, compared with $13.6
million in the prior-year period. Diluted earnings per share was
$0.95 compared with $0.54 in the prior-year period.

EBDAIT for the first nine months of 2001 was $105.3 million,
3.1% below the prior-year level of $108.7 million.

Foamex Chairman Marshall S. Cogan noted, "Quarter after quarter,
we continue to strengthen our company - financially,
operationally and in our executive expertise. Since December
1998, our total debt reduction has exceeded $130 million. We are
investing in internal and external growth through investment in
technology and prudent acquisitions. We enhanced our management
team with the addition of Tom Chorman, our new Chief Financial
Officer, who brings with him strong financial and operational
experience. We continue to add expertise to our Board of
Directors, most recently with the addition of former Senator
John Culver of Iowa, who is now leading our governmental and
military efforts. These actions and accomplishments are critical
elements of our strategy to create value for both customers and
investors."

Foamex, headquartered in Linwood, Pennsylvania, is the world's
leading producer of comfort cushioning for bedding, furniture,
carpet cushion and automotive markets. The company also
manufactures high-performance polymers for diverse applications
in the industrial, military, electronics and computer industries
as well as filtration and acoustical applications for the home.
Revenues for 2000 were $1.3 billion.

At the end of June, Foamex International had a stockholders'
deficit of $142 million. For more information visit the Foamex
web site at http://www.foamex.com


FORMICA CORP: Bank Group Extends Covenants Waiver to February 9
---------------------------------------------------------------
Formica Corporation announced its results for the third quarter
ended September 30, 2001, which include the results of Perstorp
Surface Materials AB for all periods beginning April 1, 2000 and
thereafter.  The Company also announced that it had received an
extension of its existing waiver from its bank syndicate related
to certain financial covenants under its $345 million credit
facility.  This extended waiver is effective through February 9,
2002.

Net sales for the quarter decreased $17.4 million, or 8.5%, to
$188.4 million vs. $205.8 million for the same prior year
period.  This decrease is primarily due to lower volume, which
was exacerbated late in the quarter by a drop-off in shipments
related to the post-September 11th slowdown and a $6.7 million
unfavorable foreign exchange impact on sales.  For the nine
months, net sales were $576.9 million, compared to $573.2
million for the same prior year period, an increase of $3.7
million, or 0.6%.  This increase was primarily due to the
inclusion of PSM sales in 2001, partially offset by lower
laminate volume and a $26.6 million unfavorable foreign exchange
impact on sales.

On an unadjusted basis, EBITDA for the quarter decreased $8.1
million to $13.1 million in 2001 compared to $21.2 million for
the same prior year period.  After taking into account
restructuring charges in the quarter in both 2001 and 2000,
EBITDA, as adjusted, was $14.6 million in 2001, compared to
$21.9 million in 2000, a decrease of $7.3 million. EBITDA for
the nine month period increased $1.7 million to $44.9 million
from $43.2 million in the prior year period.  After taking into
account restructuring charges in both 2001 and 2000, and
terminated acquisition costs in 2000, EBITDA for the nine
months, as adjusted, was $47.1 million in 2001 and $55.9 million
in 2000, a decrease of $8.8 million.

A waiver from the bank syndicate was received on August 13, 2001
and was due to expire on November 9, 2001.  On November 9th the
Company received a waiver extension, which expires on February
9, 2002.  This extension was requested due to further global
economic uncertainty caused by the events of September 11th.  
During the extended waiver period the Company, in conjunction
with its equity owners, will continue its discussions with its
banks to amend the future requirements of the covenants under
the Credit Agreement.  The terms of the extension of the waiver
call for an increase in the non-cash or paid-in-kind interest
spread, the funding of $8.4 million in a collateral account with
the Agent Bank for the Syndicate representing interest and
principal due under the bank facility between November 9th and
December 31, 2001, as well as the provision of additional
collateral.  Additional information on the waiver can be found
in the Company's Form 10-Q for the quarter ended June 30, 2001.

Vincent Langone, Chairman, President and CEO of Formica
Corporation stated, "We are pleased with the successful
extension of the waiver period, which comes during what is
widely acknowledged as one of the most turbulent times in recent
economic history.  While the weakness and uncertainty in the
global markets presents challenges for all companies doing
business today, we are confident that the cost reduction
measures previously put in place, along with the benefits of the
integration of the Formica and PSM operations, will enable us to
continue to build a strong global company.  We look forward to
continuing discussions with our equity owners and bank syndicate
concerning a mutually satisfactory amendment to the existing
Credit Facility."

The Company will hold a conference call on November 26, 2001, at
11 a.m. EST.

Formica Corporation, whose owners include Credit Suisse First
Boston Private Equity, Citicorp Venture Capital, Ltd. and CVC
Capital Partners Limited, was founded in 1913, and is a
prominent worldwide manufacturer and marketer of decorative
surfacing materials, including high pressure laminate, foils,
printed papers, Surell and Fountainhead solid surfacing
materials and laminate flooring.


HQ GLOBAL: Senior Lenders Agree to Forbear Until December 14
------------------------------------------------------------
FrontLine Capital Group (NASDAQ: FLCG) announced operating
results for the third quarter ended September 30, 2001, that
were substantially lower than the same period in the previous
year.

FrontLine's HQ Global Workplaces (HQ) third quarter 2001
operating loss (before non-recurring and unusual charges) was
$0.6 million on revenues of $119.5 million. This compares to
revenues of $160.3 million and operating income of $34.9 million
for the same period last year. After deducting the non-recurring
and unusual items discussed below, the HQ loss for the third
quarter of 2001 was $327.3 million compared to income of $1.1
million in the third quarter of 2000. The decrease was primarily
attributable to the economy-induced softening in occupancy that
has continued at HQ's business centers and a $294.1 million
intangible asset impairment charge recognized as a result of the
ongoing decreased operating performance.

For the nine months ended September 30, 2001, the HQ business
unit of FrontLine reported revenues of $408.0 million compared
with $321.6 million for the comparable period in 2000. This
represents revenue growth of 26.9% for the nine-month period.
HQ's operating income for the nine months of 2001 was $33.9
million compared with $59.9 million for the first nine months of
2000, a decrease of $26.0 million or 43.5%. The revenue growth
is attributable to the merger of VANTAS and HQ operations
effective May 31, 2000, with the impact on operating income in
2001 being negatively impacted by the decline in occupancy.
Similar to the quarter, after deducting the non-recurring and
unusual charges which in addition to the ones mentioned above,
include restructuring costs in the 2001 period and merger and
integration costs in the 2000 period, the HQ loss for the nine-
month periods was $368.9 million and $19.5 million,
respectively.

As a result of HQ not meeting certain financial covenants and
not making the principal payments required on its senior secured
credit facility as well as the interest due on its subordinated
debt obligations, as of September 30, 2001 HQ became in default
of these debt instruments. However, effective October 1, 2001 HQ
entered into a forbearance agreement with its senior lenders,
which provides for continued access to its revolving credit
facility through the forbearance period that expires on December
14, 2001. The existing agreement with the subordinated debt
lenders includes a provision that generally gives HQ a 90-day
standstill period subsequent to a default. Accordingly, HQ is
currently working closely with both sets of lenders and its
investors to negotiate terms of a restructuring of HQ's
capitalization with the objective of completing these
negotiations prior to the expiration of the forbearance period.
No assurance can be given that terms satisfactory to HQ will be
agreed upon as a result of these negotiations.

"The continuing decline in the overall economic environment has
had a significant negative impact on our operating results. We
have aggressively challenged our organization structure, center-
by-center operating performance and management initiatives, all
toward the objective of enhancing our long-term prospects," said
Scott Rechler, Chief Executive Officer of FrontLine and
Executive Chairman of HQ Global Workplaces.

FrontLine reported a net loss for the third quarter of $257.5
million compared with a net loss of $55.6 million for the same
period last year. FrontLine had a net loss of $330.7 million and
$162.6 million for the nine months ended September 30, 2001 and
2000, respectively. The operating cash flows generated by HQ
were offset by non-cash amortization and depreciation, a non-
cash intangible asset impairment charge, non-cash losses and
impairments associated with other ownership interests,
restructuring costs, interest expense and parent-related general
and administrative expenses. The non-HQ operating unit yielded a
net loss of $35.3 million and $50.2 million for the third
quarter of 2001 and 2000, respectively, and a net loss of $73.5
million and $137.2 million for the nine months ended September
30, 2001 and 2000, respectively.

FrontLine is also in discussions with its secured lender to
extend or restructure its bank credit facility, which as a
result of certain extensions, was due on October 25, 2001, but
has not been repaid. The default under the terms of this
facility has created a cross default in connection with the
Company's loans from the Reckson Operating Partnership. Further,
in order to preserve the Company's liquidity, the dividend that
was due on November 6, 2001 on the Company's Series A Preferred
Stock was not paid, nor is it currently anticipated that the
dividend that will be due in December on the Company's Series B
Preferred Stock will be paid when due. Negotiations with
FrontLine's lenders and preferred investors are ongoing toward
the goal of providing the Company with sufficient time and
liquidity to realize value from its investment in HQ Global
Workplaces. No assurance can be given that terms satisfactory to
the Company will be reached.

FrontLine Capital Group (NASDAQ: FLCG) is a holding company,
with two distinct operating units: one holds FrontLine's
interest in HQ Global Workplaces, a leader in the officing
solutions market with approximately 450 locations in 19
countries, and the other holds FrontLine's interest in a group
of companies that provide a range of services. For more
information about FrontLine Capital Group, please visit our
website at http://www.FrontLineCapital.com


HALLWOOD GROUP: Will Make Payment on 10% Debentures by Nov. 30
--------------------------------------------------------------
The Hallwood Group Incorporated (Amex: HWG) announced that the
record date and the payment date had been established for the
payment of the defaulted interest on its 10% Collateralized
Subordinated Debentures, due July 31, 2005. The interest will be
paid on November 30, 2001 to holders of record of the Debentures
on November 20, 2001.  The payment will consist of the interest
that was to have been paid on July 31, 2001 and October 31,
2001, together with interest on those amounts at the rate of 10%
per annum.  Therefore, for each Debenture of $1,000 principal
amount held on the record date, the holder will receive a
payment of $51.04.

As previously announced, holders of a majority of outstanding
principal amount of the Debentures consented to waive certain
events of default and rescind and annul the acceleration.  The
Company has subsequently taken all other steps to enable the
acceleration to be rescinded and annulled.


HOTELWORKS.COM: Fails to Comply with AMEX Listing Guidelines
------------------------------------------------------------
Hotelworks.com, Inc. (AMEX:HWS) announces notice of delisting of
the Company's common stock by the American Stock Exchange and
the settlement of two lawsuits with Lodgian, Inc.

On November 2, 2001, the Company received notice from the staff
of the American Stock Exchange indicating that the Company no
longer complies with the Exchange's continued listing guidelines
regarding income and shareholders' equity. Additionally, due to
an ongoing fee and service dispute with its former auditor, the
Company's most recent 10-K does not contain the predecessor
auditor's opinion and therefore does not conform to the Security
and Exchange Commission's filing requirements. As such, the
Company's common stock will be delisted from the Exchange. The
Company has decided not to appeal this determination. After the
Company's common stock is delisted, any future trades will be
processed through the Pink Sheets' Electronic Quotation Service.

In September, 2001, the Company and its wholly-owned,
discontinued subsidiary, Hospitality Restoration and Builders,
Inc., signed a Settlement and Mutual Release Agreement with
Lodgian, Inc., Servico Houston, Inc., Servico Rolling Meadows,
Inc. and Servico, Inc. whereby outstanding litigation between
the parties relating to renovation work at hotels, located in
Houston, Texas and Rolling Meadows, Illinois was settled. As a
result of the Agreement, all parties exchanged mutual releases
and HRB received a payment from Lodgian of $750,000 in October,
2001 in settlement of all claims. This Agreement does not affect
the ongoing litigation between the parties relating to
renovation work at four hotel properties in New York.

Hotelworks.com, through its offices in the United States, Middle
East, Asia, South Africa and Europe, is one of the world's
leading providers of goods and services to the global
hospitality industry. The company, headquartered in Coral
Gables, Florida, services such customers as Hyatt, Marriott
International, Hilton, Ritz Carlton, Four Seasons, Wyndham,
Accor and Sun International. For more information about
Hotelworks, please visit our web-site, http://www.hotelworks.com


INTERLIANT: Commences Exchange Offer to Holders of $38M 7% Notes
----------------------------------------------------------------
Interliant, Inc. (Nasdaq:INIT), a leading global application
service provider (ASP), announced that it has commenced an
exchange offer to holders of $38 million of its $164.8 million
outstanding 7% Convertible Subordinated Notes issued February
2000. The exchange offer is being made to holders of the
Subordinated Notes who are not a party to the definitive
agreement for the private transaction announced by the Company
on October 24, 2001, to restructure $126.8 million in principal
value of the Subordinated Notes.

The terms of the public exchange offer are identical to the
terms accepted by the holders in the private transaction. The
exchange offer commenced on November 9, 2001, with the filing of
the requisite documentation with the Securities and Exchange
Commission and is scheduled to expire on December 12, 2001, at 5
p.m.

Under the terms of the public exchange offer, for each $1,000
principal amount of Subordinated Notes accepted in the exchange
offer, the tendering holder will receive $270.00 principal
amount of senior notes (New Senior Notes) which are convertible
into 270 shares of the Company's common stock; warrants to
purchase 67.50 shares of the Company's common stock at an
exercise price of $0.60 per share; and $70.00 in cash. The New
Senior Notes will be senior to the Subordinated Notes and will
mature five years from the date of issue. Interest of 10 percent
per annum on the principal of the New Senior Notes will be
payable semi-annually, either in cash or in additional New
Senior Notes, at the election of the Company.

Interliant will accept up to a maximum of $38,072,000 principal
amount, or approximately 23%, of the outstanding Subordinated
Notes that are properly tendered and not withdrawn in the
exchange offer prior to the December 12th deadline. The Company
anticipates closing on the exchange offer and the private
restructuring transaction prior to December 31, 2001. The
closings of the public exchange offer and the private
transaction are conditioned upon, among other things, there
having been validly tendered and not withdrawn prior to the
expiration of the public exchange offer, at least $13,186,000
principal amount, or 8%, of the outstanding subordinated notes,
unless waived.

The Chase Manhattan Bank will serve as the Exchange Agent and
Mellon Investor Services LLC will serve as Information Agent for
the exchange offer.

The foregoing shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.

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

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


LAIDLAW INC: Safety-Kleen Files $4.6BB Claim Against Debtors
------------------------------------------------------------
Safety-Kleen Corporation and its debtor-affiliates assert that
the Laidlaw Inc. Debtors are responsible for all of the
liabilities of Safety-Kleen in the unliquidated amount currently
estimated to be not less than $4,600,000,000, subject to
statutory trebling, plus penalties and punitive damages,
interest, costs, and other relief as appropriate.

According to Safety-Kleen Chief Financial Officer Larry W.
Singleton, it is that the claims will be placed in trust for the
benefit of all Safety-Kleen's creditors.  If granted, Mr.
Singleton notes, the relief sought will inure solely for the
benefit of those creditors, with no residual benefit remaining
for Safety-Kleen or any of its shareholders.

Mr. Singleton summarizes Laidlaw's alleged misconducts:

(A) Fraud, Racketeering, Breach of Fiduciary Duty, and Other
    Related Misdeeds

    Over the course of several years, Mr. Singleton relates,
    Laidlaw perpetrated a massive scheme to defraud Safety-
    Kleen. The scheme involved accounting fraud and fundamental
    breaches of Laidlaw's fiduciary duties to Safety-Kleen as
    its controlling shareholder, Mr. Singleton explains.  As a
    result of Laidlaw's misconduct - which included, among other
    things, the commission of multiple mail and wire frauds in
    violation of the Racketeer Influenced and Corrupt
    Organizations Act - Mr. Singleton notes, Safety-Kleen was
    drained of over 3/4 of a billion dollars of corporate assets
    and thrust deeply into insolvency.

    In particular, Mr. Singleton narrates that Laidlaw misused
    its dominance and control over Safety-Kleen to perpetuate a
    pattern of accounting abuses that resulted in the
    falsification of Safety-Kleen's books and records and
    financial statements, and the gross overstatement of Safety-
    Kleen's earnings results and cash flow, all for Laidlaw's
    own benefit and to the detriment of Safety-Kleen.  
    Ultimately, Mr. Singleton says, those abuses required
    extensive restatements of Safety-Kleen's financial
    statements, which in the aggregate resulted in an increase
    of Safety-Kleen's net losses in excess of 1/2 of one billion
    dollars over a 3-year period.

    Mr. Singleton claims that the falsification of Safety-
    Kleen's books under the direction of Laidlaw can be traced
    at least as far back as the mid-1990's.  At the time, Mr.
    Singleton says, Laidlaw operated its hazardous waste
    disposal business through its wholly owned subsidiary,
    Laidlaw Chem-Waste, Inc.  Some of the senior managers and
    Board members of Chem-Waste and/or its operating
    subsidiaries were handpicked and systematically corrupted by
    Laidlaw, Mr. Singleton asserts. Then, Mr. Singleton
    continues, these managers and Board members were
    subsequently foisted by Laidlaw upon each of the
    successors of Chem-Waste, including Safety-Kleen.

    In 1996, Mr. Singleton relates, Laidlaw undertook a strategy
    to spin off its hazardous waste business with its burgeoning
    environmental liabilities.  According to Mr. Singleton, The
    first step in this exit strategy was the sale of Chem-Waste
    to a company known as Rollins Environmental Services, Inc.
    "The overstatement of the earnings and cash flow of
    Chem-Waste, through the concerted actions of the management
    of Laidlaw and certain senior managers of Chem-Waste, was a
    critical ingredient in this strategy," Mr. Singleton notes.
    Based upon these fraudulent representations, Mr. Singleton
    says, Laidlaw sold its grossly over-valued interest in
    Chem-Waste to Rollins for consideration that included
    $349,000,000 in cash, the assumption of $51,000,000 of bond
    indebtedness, a $350,000,000 convertible pay-in-kind
    debenture with a yield of 5%, and 120,000,000 shares of
    common stock in Rollins.  "The Rollins transaction never
    would have occurred had the true financial condition of
    Chem-Waste been known," Mr. Singleton laments.

    As a result of that fraudulent transfer, Mr. Singleton
    reports, Laidlaw became the owner of 67% of the common
    shares of Rollins, which was renamed Laidlaw Environmental
    Services, Inc.  According to Mr. Singleton, Safety-Kleen is
    the successor of Rollins and Laidlaw Environmental Services,
    Inc. Thus, Mr. Singleton contends, Safety-Kleen is the
    victim of a fraud by which Rollins was drained of assets  
    worth in excess of $750,000,000, and which precipitated the
    insolvency of Laidlaw Environmental Services, Inc. and
    Safety-Kleen.

    After the Rollins acquisition, Mr. Singleton tells the Court
    that the falsification of Laidlaw Environmental Services'
    books continued through the ongoing concerted action of
    Laidlaw and its hand-picked management at Laidlaw
    Environmental Services.  "This falsely created a positive
    effect on Laidlaw's books and records, and was instrumental
    in the second step of Laidlaw's exit strategy - Laidlaw
    Environmental Services' leveraged buyout of a company known
    as Safety-Kleen Corp., a Wisconsin corporation in May 1998,
    to form Safety-Kleen," Mr. Singleton explains.  That
    transaction saddled Safety-Kleen with crippling debt in
    excess of $2,000,000,000, and forced it to confront
    operational challenges that were beyond its ability to
    handle given its true financial condition, Mr. Singleton
    notes. Mr. Singleton claim that had Laidlaw Environmental
    Services' true financial condition been known to the
    disinterested majority of Laidlaw Environmental Services'
    Board of Directors, this transaction, and the resulting
    deepening of Safety-Kleen's insolvency, would never have
    occurred.

    Following the leveraged buyout in 1998, Mr. Singleton
    continues, Laidlaw retained a 35% interest in Safety-Kleen.
    Mr. Singleton explains that Laidlaw's strategy to exit the
    hazardous waste handling business depended upon creating a
    false appearance that Safety-Kleen was a viable,
    freestanding entity with sufficient presence to be an
    attractive takeover candidate to other major members of the
    industry.  Acting at Laidlaw's behest, Laidlaw's hand-picked
    managers at Safety-Kleen continued to manipulate Safety-
    Kleen's books and records to prop up Safety-Kleen's stock
    price, as well as Laidlaw's, without disclosing the means by
    which they did so, or their true intentions, to the
    disinterested majority of Safety-Kleen Board, according to
    Mr. Singleton.

    To make matters worse, Mr. Singleton adds, Laidlaw
    manipulated Safety-Kleen into borrowing still more money in
    April 1999 in order wanted to have sufficient funds to
    repurchase the PIK Debenture through the transfer to Laidlaw
    of an additional $200,000,000 in cash and $150,000,000 in
    stock.  At Laidlaw's behest, Mr. Singleton says, the Safety-
    Kleen managers and directors under Laidlaw's control misled
    the disinterested majority of Safety-Kleen's Board as to the
    true ramifications of these transactions for Safety-Kleen.

    As a result, Mr. Singleton notes, Laidlaw pocketed
    additional much-needed cash and achieved other benefits with
    respect to its balance sheet, while leaving Safety-Kleen
    with less flexibility on the repayment of its debt.  
    Furthermore, notwithstanding the more favorable "PIK"
    feature from the vantage of Safety-Kleen's cash flow, Mr.
    Singleton claims, Laidlaw believed eliminating the PIK
    Debenture would improve the marketability of its significant
    holdings, which it sought to sell quickly at a fraudulently
    inflated price.  "Had the disinterested majority of Safety-
    Kleen's Board been aware of the true state of Safety-Kleen's
    finances and the detrimental impact the redemption of the
    PIK Debenture would have on Safety-Kleen, the Board never
    would have approved it," Mr. Singleton says.

    Clearly, Mr. Singleton observes, Laidlaw's exit strategy,
    and its false enhancement of its own financial condition,
    were adverse to Safety-Kleen's interests.  "It's no wonder
    that these transactions and the falsification of its
    financial statements drained Safety-Kleen of its assets,"
    Mr. Singleton states.

    According to Mr. Singleton, the disinterested majority of
    Safety-Kleen's Board first became aware of the accounting
    abuses at Safety-Kleen only in February 2000.  "Laidlaw's
    fraudulent scheme to liquidate its interest in Safety-Kleen
    at a favorable price was foiled," Mr. Singleton says.
    Immediately, Mr. Singleton relates, Safety-Kleen's Board
    commenced an internal investigation under the auspices of a
    Special Committee comprised of Board members independent of
    Laidlaw.  "The investigation led to the dismissal of
    Laidlaw's handpicked Safety-Kleen managers.  It also
    triggered the mammoth adjustments to Safety-Kleen's
    financial statements, the collapse of its market value, and
    its declaration of bankruptcy," Mr. Singleton tells the
    Court.

    "But it was too late to undo the damage that had been done,"
    Mr. Singleton asserts.  Accordingly, Mr. Singleton contends
    that Laidlaw is liable for the satisfaction of Safety-
    Kleen's obligations as a debtor-in-possession, as well as
    for compensatory and punitive damages and costs.

(B) Preference/Fraudulent Transfer Claims Against Laidlaw -
    Recovery of Rollins Property and PIK Transfer and Avoidance
    of Obligations

    The Laidlaw Debtors have received transfers of cash, stock
    and other benefits that are avoidable as preferential
    transfers or fraudulent conveyances under the Bankruptcy
    Code, or as fraudulent transfers under Delaware law.

(C) Breach of Contract, Other Breaches of Fiduciary Duty,
    Misrepresentation and Claims of Other Harm Caused by Laidlaw

    (1) Pinewood

    Safety-Kleen Corporation, Safety-Kleen Services, Safety-
    Kleen Systems, and Safety-Kleen Pinewood, Inc., have been
    damaged as a result of Laidlaw's breaches of the Rollins
    Agreement among Rollins, Laidlaw, and Laidlaw
    Transportation. Specifically, Mr. Singleton notes, Laidlaw
    committed to provide and maintain, solely at its own
    expense, such financial mechanisms as may be required under
    applicable environmental laws at any time through May 2007
    concerning financial assurance for clean-up and restoration
    of environmental impairment for a hazardous waste disposal
    facility operated by Safety-Kleen Pinewood in Pinewood,
    South Carolina.  Instead, Mr. Singleton relates that
    commencing on June 1997 and continuing thereafter for each
    successive year through June 2000, Laidlaw failed to post
    financial assurance required by the South Carolina
    governmental agency with oversight responsibilities for
    Pinewood.  As a result of its failures and actions in this
    regard, Mr. Singleton reports, Safety-Kleen Pinewood was
    required to expend at least several million dollars of its
    own resources to post the required financial assurance in
    the form of insurance policies and other financial
    instruments from June 1997 through June 2000. Further, Mr.
    Singleton adds, because Laidlaw did not provide the
    requisite financial assurance deemed necessary in June
    2000 under the applicable environmental laws, Safety-Kleen,
    Safety-Kleen Pinewood, Safety-Kleen Services, and Safety-
    Kleen Systems now face millions of dollars in claims by this
    same South Carolina environmental agency.

    (2) Taxes

    According to Mr. Singleton, Laidlaw and Laidlaw
    Transportation have breached the Rollins Agreement, and
    Laidlaw has violated its fiduciary obligations to Safety-
    Kleen as its dominant and controlling shareholder in that
    Laidlaw caused LTI to enter into certain agreements with the
    Internal Revenue Service and Laidlaw has taken, or failed to
    take, other actions, which have resulted in adverse tax
    consequences to Safety-Kleen, including the elimination of
    certain tax savings otherwise available to Safety-Kleen.

    (3) The Mississippi Lawsuits

    Laidlaw and Laidlaw Transportation jointly and severally
    represented and warranted to Safety-Kleen that the execution
    and performance of the Rollins Agreement would not violate
    or conflict with, result in a breach of, constitute a
    default under, or result in the termination of, any contract
    to which Laidlaw or any Laidlaw subsidiary acquired by
    Safety-Kleen was a party.  Notwithstanding this
    representation and warranty, Mr. Singleton tells the Court
    that Safety-Kleen has been named as a defendant in certain
    ongoing litigation alleging that the Rollins Agreement
    violated, conflicted with, resulted in a breach of, and
    resulted in the termination of a contract to which an
    acquired subsidiary of Laidlaw was a party.  Because Laidlaw
    is obligated to indemnify Safety-Kleen for Safety-Kleen's
    legal expenses and other costs associated with this
    litigation, Safety-Kleen seeks reimbursement of these same
    expenses and costs.

    (4) The Westinghouse Guaranty

    Safety-Kleen seeks to enforce Laidlaw's obligations under a
    May 1997 Guaranty Agreement between Laidlaw and Westinghouse
    Electric Corporation.  Under the Guaranty, Mr. Singleton
    explains that Laidlaw guaranteed the full and timely payment
    and performance of Safety-Kleen's obligations to
    Westinghouse under a May 1997 Promissory Note.  Under the
    Note, Mr. Singleton relates, Safety-Kleen promised to pay
    Westinghouse $60,000,000 plus interest by May 15, 2003.  
    When Safety-Kleen filed for Bankruptcy in June 2000,
    Westinghouse's assignee, Toronto Dominion (Texas), Inc.,
    also advised Safety-Kleen that it had defaulted on its
    obligations under the Note, and demanded that Safety-Kleen
    immediately pay the full outstanding principal amount of the
    Note, $60,000,000 plus interests and late charges.  Although
    the terms of the Guaranty require Laidlaw to pay all of
    Safety-Kleen's obligations under the Note, without recourse
    to Safety-Kleen, Mr. Singleton says, Laidlaw has refused to
    satisfy Safety-Kleen's payment obligations under the Note.  
    Because Laidlaw has failed and refused to meet its
    obligations under the Guaranty, Mr. Singleton remarks,
    Safety-Kleen has been damaged by having to address a
    liability exceeding $60,000,000 to Toronto Dominion.  Thus,
    Safety-Kleen seeks indemnification by Laidlaw for any
    amounts that Safety-Kleen must pay to satisfy and discharge
    Toronto Dominion's claim against Safety-Kleen under the
    Note.

(D) Indemnification Claims Against Laidlaw

   (1) Securities Litigation

   Safety-Kleen and certain of its current/former officers have
   been named as defendants in various class actions asserting
   securities fraud and related claims.  Mr. Singleton asserts
   that any liability imposed in these lawsuits against Safety-
   Kleen is attributable to Laidlaw.  "Laidlaw is liable for any
   such judgment(s) and for the costs and expenses, including
   without limitation attorney's fees, incurred by Safety-Kleen
   in connection with these lawsuits," Mr. Singleton insists.
   Further, Mr. Singleton adds that pursuant to the terms of
   certain Laidlaw Directors & Officers' policies, some Safety-
   Kleen directors and officers are entitled to insurance
   coverage for director and officer liability.

   (2) Environmental Claims

   Under section 14.1 of the Rollins Agreement, Laidlaw and
   Laidlaw Transportation agreed to pay, indemnify and hold
   harmless Safety-Kleen from and against any and all damages
   suffered by Safety-Kleen that are caused by or which arise
   out of any environmental liability or claim arising out of:

     (i) waste treatment at "Marine Shale" facility in Amelia,
         Louisiana; or

    (ii) contaminated soil and water remediation at the former
         lagoon sites and operation of the incinerator at the
         "Ville Mercier" facility in Quebec, Canada.

   (3) The Allied Guaranty

   In 1997, under a "Purchase Agreement", Laidlaw Environmental
   Services of Delaware, Inc., and RACT, Inc. agreed to sell all
   of their interests in ECDC Environmental, LC, to ECDC
   Holdings, Inc., and Allied Waste Industries, Inc.  According
   to Mr. Singleton, Laidlaw guaranteed performance of the
   obligations of ECDC under a "Waste Disposal Agreement" and
   agreed to indemnify Holdings and Allied concerning the
   Purchase Agreement, the Waste Disposal Agreement, and a "GM
   Waste Disposal Agreement".  Under the GM Waste Disposal
   Agreement, Mr. Singleton anticipates that Allied may be
   entitled to up to $6,000,000 if the GM Waste Disposal
   Agreement is disrupted.  In December 2000, Mr. Singleton
   recalls, the United States Bankruptcy Court for the District
   of Delaware authorized Safety-Kleen to reject the Purchase
   Agreement, the Waste Disposal Agreement, and/or the GM Waste
   Disposal Agreement.  Hence, Safety-Kleen seeks
   indemnification by Laidlaw of all claims under the Purchase
   Agreement, the Waste Disposal Agreement, and/or the GM Waste
   Disposal Agreement.

Mr. Singleton says Safety-Kleen's investigation of its claims
against Laidlaw is continuing.  Thus, Safety-Kleen reserves its
right to amend this Proof of Claim at any time, as facts and
circumstances warrant.  Accordingly, Safety-Kleen may amend this
Proof of Claim to assert different or additional claims against
Laidlaw, including without limitation:

  (i) claims for indemnification and reimbursement for any tax
      liability incurred by Safety-Kleen arising out of the 1997
      Rollins Transaction or any past, current, or future tax
      audit of Laidlaw and/or Safety-Kleen, and direct and
      indirect affiliates and entities,

(ii) claims for indemnification and reimbursement of any costs
      or judgments arising out of any securities lawsuit filed
      against Safety-Kleen related to Safety-Kleen's March 2000
      announcement of possible accounting irregularities,

(iii) claims for compensation of lost profits and business at
      Pinewood and for funding closure and post-closure related
      costs of Pinewood,

(iv) claims for, inter alia, fraudulent transfers and
      fraudulent conveyances that may have occurred as part of,
      in connection with, arising out of, made possible by, or
      otherwise related to the Old Safety-Kleen transaction,
      and/or

  (v) claims for contribution or indemnification in connection
      with Super fund and any other environmental obligations.

In addition, Mr. Singleton says, Safety-Kleen may amend this
Proof of Claim to change the amount, nature or priority of
claims asserted against Laidlaw.  To the extent any of the
claims Laidlaw asserts or has asserted against Safety-Kleen are
allowed, Safety-Kleen has or will have a secured claim to the
extent of its right of set off against such claims with respect
to any of the claims set forth in this Proof of Claim and any
amendments. (Laidlaw Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


LOEWEN GROUP: Court Okays Lease Assumption/Rejection Procedures
---------------------------------------------------------------
The default rule under Article V of the proposed Joint Plan of
Reorganization of The Loewen Group, Inc. is that Executory
Contracts and Unexpired Leases will be assumed. In general,
Exhibit V.A.1 to the Plan will constitute a non-exclusive list
of Executory Contracts and Unexpired Leases to be assumed or
assumed and assigned pursuant to the Plan. Exhibit V.C to the
Plan will constitute an exclusive list of the Executory
Contracts and Unexpired Leases to be rejected by the Debtors
pursuant to the Plan. The order of the Court confirming the Plan
will constitute an order approving the assumptions, assumptions
and assignments and rejections
effectuated pursuant to these provisions of the Plan.

The Debtors generally reserve the right under the Plan to amend
Exhibit V.A.1 and Exhibit V.C at any time through and including
90 days after the Effective Date.

The Plan contemplates that the Debtors or the Reorganized
Debtors will provide notice of any such amendments to the
parties to the Executory Contracts or Unexpired Leases affected.
However, the Plan does not specify the procedures for providing
notice to parties to Executory Contracts or Unexpired Leases of
the contracts or leases being assumed, assumed and assigned or
rejected pursuant to the Plan. Instead, the Plan contemplates an
order of the Court, entered on or before the Confirmation Date
in this regard.

                    Proposed Procedures

Accordingly, the Debtors sought and obtained the Court's
approval of the procedures for the assumption/rejection of
Executory Contracts or Unexpired Leases as follows:

    (I) The Rejection Notice

(A) The Debtors or the Reorganized Debtors will provide notice
    to each party whose Executory Contract or Unexpired Lease is
    being rejected pursuant to the Plan notifying the party of:

    (1) the contract or lease being rejected,

    (2) the procedures for the party to object to the rejection
        of the applicable contract or lease and

    (3) the procedures and bar date for asserting a damages
        claim in respect of the rejection.

(B) This notice would be served on all persons and entities who
    are parties to Executory Contracts or Unexpired Leases to be
    rejected pursuant to the Plan by the later of: (i) the
    Effective Date; or (ii) with respect to an Executory
    Contract or Unexpired Lease added to Exhibit V.C to the Plan
    after the Effective Date, the date on which the amendment is
    filed with the Court.

(C) The Rejection Notice would indicate that any party that
    wishes to object to the proposed rejection of an Executory
    Contract or Unexpired Lease under the Plan must file with
    the Court and serve on counsel to the Debtors a written
    Rejection Objection setting forth the basis for the
    objection so that it is received by counsel to the Debtors
    no later than 30 days after the date of service of the
    Rejection Notice. The Debtors may file a reply to an
    Rejection Objection no later than 30 days
    after the filing and service of the Rejection Objection.

(D) The Rejection Notice also would set forth procedures and the
    bar date for asserting a damages Claim in respect of the
    rejection of the Executory Contract or Unexpired Lease.

    Consistent generally with existing Section V.D of the Plan,
    the Debtors propose that the order granting this Motion
    provide that, notwithstanding anything in the Court's
    earlier claims bar date orders to the contrary, if the
    rejection of an Executory Contract or Unexpired Lease
    pursuant to Section V.C of the Plan gives rise to a Claim
    (including any Claim arising from those indemnification
    obligations described in Section V.E.2 of the Plan) by the
    other party or parties to the Executory Contract or
    Unexpired Lease, such Claim will be forever barred and will
    not be enforceable against the Debtors, the Reorganized
    Debtors, their respective successors or their respective
    properties unless a proof of Claim is filed:

    (1) with respect to a proposed rejection to which a
        Rejection Objection is not filed, no later than (a) 30
        days after the Effective Date or (b) if Exhibit V.C is
        amended after the Effective Date to provide for the
        rejection of the Executory Contract or Unexpired Lease,
        30 days after the Debtors or Reorganized Debtors serve
        notice of that amendment; or

    (2) with respect to a proposed rejection that is approved by
        the Court after a Rejection Objection is filed, 30 days
        after the entry of an order approving the rejection.

    The Debtors propose that such rejection damages Claims shall
    be filed with the Debtors' claims and noticing agent, Logan
    & Company, Inc., so that the proof of claim is actually
    received on or before the bar date specified in Section V.D
    of the Plan.

(E) If the parties are unable to resolve a Rejection Objection
    or a dispute regarding a Claim arising from the rejection of
    an Executory Contract or Unexpired Lease, the dispute will,
    at the Debtors' or Reorganized Debtors' discretion, either

    (1) be scheduled to be heard by the Court at a hearing
        scheduled on not less than 30 days' notice,

    (2) be included in the claims mediation procedures or the
        alternative dispute resolution procedures previously
        approved by the Court (subject to the rights that the
        party otherwise would have to object to inclusion in
        those procedures) or

   (II) Assumption/Assignment Notice

The Debtors propose that the following procedures be approved
with respect to Executory Contracts or Unexpired Leases to be
assumed or assumed and assigned:

(a) The Debtors or the Reorganized Debtors will provide notice
    to each party whose Executory Contract or Unexpired Lease is
    being assumed or assumed and assigned pursuant to the Plan
    notifying the party of:

    (1) the contract or lease being assumed or assumed and
        assigned and the name of the proposed assignee, if any;

    (2) the Cure Amount Claim, if any, that the applicable
        Debtor or Reorganized Debtor believes it would be
        obligated to pay in connection with such assumption;

    (3) the party, if any, that is reflected in the Debtors'
        books and records as having been transferred from the
        contract party the right to receive the Cure Amount
        Claim at issue; (The Debtors believe that such a party
        will be identified in relatively few instances.) and

    (4) the procedures for the party to object to the assumption
        or assumption and assignment of the applicable contract
        or lease or the amount of the proposed Cure Amount
        Claim.

    The Debtors propose that this notice be substantially in the
    form of the notice attached to this Motion as Exhibit B.

(b) This notice would be served on all persons and entities who
    are parties to Executory Contracts or Unexpired Leases to be
    assumed or assumed and assigned pursuant to the Plan by the
    later of: (i) the Effective Date; or (ii) with respect to an
    Executory Contract or Unexpired Lease added to Exhibit V.A.1
    to the Plan or deleted from Exhibit V.C to the Plan after
    the Effective Date, the date on which the amendment is filed
    with the Court.

(c) The Assumption Notice would indicate that any party that
    wishes to object to the proposed assumption or assumption
    and assignment of an Executory Contract or Unexpired Lease
    under the Plan, the proposed amount of the related Cure
    Amount Claim or any matter relating thereto, must file with
    the Court and serve on counsel to the Debtors a written
    Assumption Objection setting forth the basis for the
    objection, so that it is received by counsel to the Debtors
    no later than 30 days after the date of service of the
    Assumption Notice. The Debtors may file a reply to any such
    Assumption Objection no later than 30 days after the filing
    and service of the Assumption Objection.

(d) If the parties are unable to resolve a dispute regarding an
    Assumption Objection, a Cure Amount Claim or any other
    matter pertaining to the assumption or assumption and
    assignment of an Executory Contract or Unexpired Lease,
    either (i) the dispute will be scheduled to be heard by the
    Court at a hearing scheduled on not less than 30 days'
    notice, or (ii) the applicable Debtor or Reorganized Debtor
    may elect to reject the Executory Contract or Unexpired
    Lease at issue.

The Debtors believe that the procedures and the form and manner
of providing notice proposed by this Motion will provide
adequate notice to the parties to Executory Contracts and
Unexpired Leases of the Debtors' proposed assumption, assumption
and assignment or rejection of those contracts or leases
pursuant to the Plan. Moreover, the procedures provide those
parties adequate opportunity to object to the proposed
assumption, assumption and assignment or rejection of contracts
and leases and, in the case of Executory Contracts or Unexpired
Leases to be rejected, to file proofs of claim in respect
thereof. (Loewen Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


MARLIN WATER: Fitch Downgrades Two Senior Secured Issues to BB
--------------------------------------------------------------
Fitch has downgraded the ratings of Marlin Water Trust II's
(Marlin II's) approximately $915 million senior secured notes
due 2003, and Osprey Trust's approximately $2.4 billion senior
secured notes due 2003 to ``BB' from ``BBB'.

The ratings are removed from Rating Watch Negative and placed on
Rating Watch Evolving.

These rating actions are the result of deterioration in Enron's
overall credit profile since the securities were placed on
Rating Watch Negative on Oct. 26, 2001. As noted in previous
press releases, the ratings of both transactions rely on various
forms of support from Enron Corp. A significant factor in
establishing the ratings for the two trusts was last Friday's
announced agreement to merge between Enron and Dynegy Inc. and
the positive implications the transaction has on Enron's credit
profile.

The rating of the Marlin II notes is dependent on the overfund
account (pre-funded interest) and equity commitment from Enron
in the form of mandatorily convertible preferred stock. The
overfund account is invested in Enron senior debt securities
(rated 'BBB-', Rating Watch Evolving), with payments used to
service interest to noteholders. Payment of principal ultimately
relies on Enron's obligation to remarket mandatorily convertible
preferred securities. Fitch currently rates Enron's preferred
securities 'B+' Rating Watch Evolving. In addition, the
transaction also benefits from rights under a $125 million loan
to Azurix Europe Limited, rated ``BBB+' by Fitch. Similarly, the
rating of the Osprey I notes is based on the underlying ratings
of the assets in an overfund account and the share trust used to
support interest payments and an equity commitment from Enron to
remarket mandatorily convertible preferred stock to fund
principal payments. The assets supporting interest payments
include Enron unsecured obligations as well as quarterly
interest payments on the mandatorily convertible preferred
stock, which has been issued and is being held in the share
trust.

While various sources of repayment exist, such as sale or
liquidation of the underlying assets or an equity offering, in
each case primary credit support is derived from Enron's
obligation to remarket mandatorily convertible preferred stock
if an amount sufficient to repay the notes has not been
deposited with the trustee on the 120th day prior to the
maturity date, which is one of the Note Trigger Events. In the
event that the issuance of the preferred stock yields less than
the amount required to redeem the senior notes, Enron is
required to deliver additional shares. If Enron cannot or does
not deliver on this obligation, subject to certain standstill
periods, then the amount of the deficiency becomes a payment
obligation of Enron, representing a general unsecured claim.
Considered in the ratings is Fitch's view that Enron's payment
obligation is not equal to an Enron guarantee. Additional Note
Trigger Events include a downgrade of Enron's senior unsecured
debt below investment grade by any of the major rating agencies
in conjunction with specified declines in Enron's closing stock
price over three consecutive trading days, as well as customary
events of default under the notes.


MOSSIMO INC: Completes Exit from Apparel Manufacturing & Sales
--------------------------------------------------------------
Mossimo, Inc. (OTCBB: MGXO.OB) announced financial results for
the third quarter and first nine months of fiscal 2001.

In March 2000, the Company entered into a major, multi-product
licensing agreement with Target Corporation. As a result of
entering into the Target Agreement the Company now operates as a
licensor and contributor of designs and no longer manufactures,
sources or directly markets its products. Royalty income from
licensing in the third quarter was $3.9 million compared to
$299,000 in the same period last year. Due to the changes in the
Company's business described above, the Company no longer makes
sales of apparel products and accessories and therefore reported
no net sales of such products for the third quarter compared to
$32,000 in the same period last year. The Company reported net
income for the quarter of $1.7 million compared to a net loss of
$720,000 for the quarter ended September 30, 2000.

For the first nine months of fiscal 2001, royalty income from
licensing was $14.1 million compared to $2.3 million in the same
period last year. Due to the changes in the Company's business
described above, the Company no longer makes sales of apparel
products and accessories and therefore reported no net sales of
such products for the first nine months of fiscal 2001 compared
to $24.1 million in the same period last year. The Company
reported net income for the nine months ended September 30, 2001
of $5.5 million compared to a net loss of $12.6 million for the
nine months ended September 30, 2000.

"Our business continues to exceed our internal expectations and
we remain very encouraged about our prospects for Holiday,"
commented Mossimo Giannulli, Chairman, President and Chief
Executive Officer of Mossimo, Inc.

Mr. Giannulli, concluded, "Today, we design Mossimo branded
men's and women's apparel, swimwear and bodywear, footwear,
haircare products and accessories that are distributed to
approximately 1000 Target stores across the United States. And
while our financial results reflect our success to date in these
categories, we believe that many significant opportunities still
exist. The number one focus of our company is to fully
capitalize many opportunities we have within Target
domestically, however, we also believe that we can successfully
export this business model overseas and we are committed to
building the Mossimo brand around the world."

Founded in 1987, Mossimo, Inc. is a designer of men's, women's,
boy's and girl's apparel and footwear, home textiles, cosmetics,
eyewear and other fashion accessories such as jewelry, watches,
handbags, belts and hair care products.

At the end of September, Mossimo's reported a lopsided balance
sheet with a stockholders' equity deficit of $4.2 million.


NESCO INC: Eyeing Options to Restructure Senior Credit Facility
---------------------------------------------------------------
NESCO, Inc. (NESCO) (Nasdaq:NESC) announced the Securities and
Exchange Commission and NASDAQ have initiated inquiries of the
Company due to the issues involved in the Company's restatement
of its 2000 financial statements.

The Company is cooperating fully with both agencies.

In October 2001, the employment of Larry Johnson, Vice
President, Secretary-Treasurer, and Charles Nance, Vice
President Operations, was terminated. Also in October 2001, the
Company employed D.R. Payne & Associates, Inc., a restructuring
consulting firm based in Oklahoma City and Tulsa, Oklahoma. D.R.
Payne & Associates has been assisting company management with
evaluation of business lines and operations as well as
developing strategies to stabilize and enhance cash flow in
order to negotiate and extend the Company's senior credit
facility and develop repayment strategies to other lenders,
suppliers and vendors.

After reviewing its operations, the Company has closed or
consolidated several of its unprofitable site
development/construction offices. Offices closed include those
in Texas, Indiana, Pennsylvania and Florida. The Company is
continuing to restructure its business operations to concentrate
on its profitable core businesses.

Since December 31, 2000, the Company has been in default under
its senior credit facility. With the assistance of D.R. Payne &
Associates, the Company entered into a Forbearance Agreement
with its senior lender that expires on November 15, 2001. The
Forbearance Agreement allows the Company to continue utilizing
accounts receivable collections and other collateral pledged to
the senior lender in the ordinary course of business for
operating requirements.

The Company continues to evaluate its operations and strategic
alternatives in an effort to extend, re-negotiate or restructure
its senior credit facility obligations as well as its other
obligations. Options which may be available to the Company
include, among other things, an out-of-court restructuring of
debts or a formal court-supervised reorganization proceeding.

The Company expects to file its quarterly financial statements
with the SEC in the coming week and anticipates reporting a
significant loss for the third quarter.

The Company has not been served in, nor has it seen the court
documents filed in connection with, the class action lawsuit
reported in the Tulsa World on November 9. Consequently, it is
unable to comment on it at this time.


PENTACON: New York Stock Exchange Delists Common Stock
------------------------------------------------------
On November 1, 2001, the New York Stock Exchange announced it
was suspending trading of and will delist Pentacon common stock
for failure to meet the exchange's minimum average closing price
and minimum average global capitalization requirements.  
Pentacon, Inc. will not challenge the New York Stock Exchange's
action.  Pentacon's common stock has begun trading on the OTC
Bulletin Board under the symbol "PTAC".


PHILLIPS-VAN: S&P Affirms Low-B Ratings Over Tough Retail Market
----------------------------------------------------------------
Standard & Poor's affirmed its double-'B' corporate credit,
senior unsecured debt, and senior secured bank loan ratings and
its single-'B'-plus subordinated debt rating on Phillips-Van
Heusen.

At the same time, Standard & Poor's revised its outlook on
Phillips-Van Heusen Corp. to stable from positive.

The outlook revision is based on Standard & Poor's expectation
that the company's operating performance will be under pressure
due to the increasingly difficult retail environment, and that
credit protection measures will not improve to the extent that
would warrant an upgrade.

The ratings on Phillips-Van Heusen reflect the company's
participation in the highly competitive market for apparel and
footwear products. However, the company has a solid group of
well-known brand names, including Arrow, Izod, and Van Heusen in
apparel and Bass in footwear. In recent years the company has
made progress in closing unprofitable retail stores and
manufacturing facilities, which has aided a recovery in
financial protection measures.

After a period of improving sales and profit trends, Phillips-
Van Heusen's sales were impacted by the weakening economy. The
company has announced that it expects sales to be down year-
over-year 10% in the third-quarter of 2001 and 10% to 12% in the
fourth quarter. Although the company's operating margins
improved in the first half of 2001, Standard & Poor's expects
margins to be under pressure in the second half of 2001 due to
the lack of sales leverage and the highly promotional retail
environment. The company is reducing costs by closing its
manufacturing facilities in Central America and streamlining
some corporate and divisional operations.

Credit protection measures are satisfactory for the rating, with
EBITDA coverage of interest 3.7 times and funds from operations
to total debt of 24%. Leverage is high, with total debt to
EBITDA 2.9x. The company has good financial flexibility, with no
borrowings under its $325 million secured revolving credit
facility as of August 5, 2001, and no significant near-term
maturities.

New York City-based Phillips-Van Heusen is a vertically
integrated manufacturer, marketer, and retailer of men's and
women's apparel and footwear. Principal brands include Van
Heusen, Arrow, Izod, Geoffrey Beene, and Bass. About 27% of
sales in 2000 were from dress shirts, 27% from footwear, and 46%
from other apparel (mostly branded sportswear).

                        Outlook: Stable

The company's operating performance should remain relatively
stable due to the streamlining of operations over the past few
years, keeping cash flow protection measures satisfactory for
the rating. Nevertheless, the company remains vulnerable to the
competitive specialty retail market and the U.S. economy, which
could hamper performance.


POLAROID: Court Allows Payment of Prepetition Sales & Use Taxes
---------------------------------------------------------------
In the ordinary course of business, Polaroid Corporation and its
debtor-affiliates incur various tax liabilities, including pre-
petition sales, use and gross receipts taxes.  Neal D. Goldman,
EVP and Chief Administrative Officer of Polaroid Corporation,
says, the Debtors generally paid their taxes as they became due
to the respective federal, state and local taxing authorities.

Mr. Goldman informs the Court that the Debtors' pre-petition
liability for sales and use taxes is between $200,000 and
$300,000.  This includes sales and use taxes for the month of
September and quarterly sales and use taxes for the third
quarter of 2001, Mr. Goldman notes.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Wilmington, Delaware, tells Judge Bohanon that failure
to timely pay, or a precautionary withholding by the Debtors of
payment of the taxes likely would cause taxing authorities to
take precipitous action, including a flurry of lien filings and
a marked increase in audits.  This would unnecessarily divert
the Debtors' attention from the reorganization process, Mr.
Galardi says.

Mr. Galardi further observes that most of the taxes would be
entitled to priority status under any reorganization plan, so
the Debtors' payment of the taxes in the ordinary course of
business will only affect the timing of the payments.

Finally, Mr. Galardi advises the Court that if the taxes are not
paid, the Debtors' officers and directors could be subject to
lawsuits.  This would distract them from devising and
implementing a successful reorganization strategy for the
Debtors, Mr. Galardi says.

Thus, Mr. Galardi concludes, it is in the best interests of the
Debtors and their creditors to pay the taxes.  This Court has
exercised its equitable powers to authorize debtors to pay
similar taxes in other chapter 11 cases in this district, Mr.
Galardi reminds Judge Walsh.

                       *     *     *

Moved by the Debtors' arguments, Judge Walsh authorizes:

  (a) the Debtors to pay to the respective taxing authorities
      the taxes collected from the Debtors' customers or
      otherwise incurred in the ordinary course of the Debtors'
      businesses in an amount not to exceed $300,000;

  (b) any bank that provides banking services and processes
      check and transfer requests made by the Debtors to honor
      any otherwise valid checks drawn and fund transfer
      requests made against their accounts payable to a taxing
      authority, regardless of the date of such checks; and

  (c) all applicable banks and other financial institutions to
      receive, process, honor, and pay any and all checks
      evidencing amounts paid by Debtors under this order
      whether presented prior to or after the Petition Date.
      (Polaroid Bankruptcy News, Issue No. 3; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)


PROTEIN SCIENCES: Restructures Finances to Shed $27MM in Debts
--------------------------------------------------------------
Protein Sciences Corporation (PSC) announced the closing of a
financing of more than $2 million in new equity and
restructuring of its balance sheet to eliminate all $27 million
in debt and preferences.  Investors include existing and new
investors.

Dan Adams, PSC's President and CEO, commented, "We are gratified
to be able to make this announcement in such a difficult
financing climate.  We finally have relief from the multitude of
debt, security interests and antidilution protections that
relate to the predecessor company but made it impossible to
capitalize on our opportunities.  Without the interest on debt,
we would have been cash flow positive and profitable last year
on a proforma basis."

Mr. Adams added, "We look forward to finally being able to focus
on growing our business.  We are extremely grateful to the many
people whose efforts and cooperation made this possible
including American Home Products Corporation (our largest
shareholder), Brenner, Saltzman & Wallman of New Haven, CT, who
structured the very complex restructuring, Burnham Securities,
Dresdner Kleinwort Benson Private Equity, our directors and
stakeholders."

Founded in 1983, Protein Sciences Corporation --
http://www.proteinsciences.com-- is the world leader in  
developing genes encoding for proteins into commercial human and
veterinary vaccines, therapeutics and diagnostics using its
proprietary baculovirus expression vector system (BEVS)
technology that includes its patented expresSF+ serum free, high
yielding, scalable insect cell line.  Customers access PSC's
proprietary BEVS technology through its GeneXpress program.  
This allows them to obtain cGMP human and animal clinical
materials more reliably, rapidly and less expensively than
through alternative protein expression systems.


RUSSELL-STANLEY: Creditors Back Exchange Offer on 10-7/8% Notes
---------------------------------------------------------------
On Friday, Russell-Stanley announced the acceptance of its
exchange offer on its $150 million outstanding 10-7/8% Senior
Subordinated Notes due 2009.

Dan Miller, Chairman and Chief Executive Officer of Russell-
Stanley said, "The Company is very pleased that it received
tenders for 100% of the senior subordinated notes from its
holders. This is a significant step forward in the creation of a
new capital structure that will support our long-term growth. It
also ends the speculation in the marketplace regarding Russell-
Stanley's future." He further added, "we are extremely pleased
by the outstanding support we received from our note holders and
senior lenders." Mr. Miller concluded," we especially want to
thank our customers, suppliers, and employees for their on-going
trust and support and look forward to a successful future
together."

Under terms of the restructuring, bank lenders have amended the
existing revolving credit and term loan facility to provide for
a $95 million commitment, which is an increase of $10 million
over the current level. 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.

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.


SALON MEDIA: Gets Approval of Shares Issue & Reverse Stock Split
----------------------------------------------------------------
On October 24, 2001, Salon Media Group, Inc. held its 2001
Annual Stockholder Meeting. The Stockholders of the Company
approved the proposal to issue shares of the Company's common
stock upon (i) the conversion of the Company's issued and
issuable Series A Preferred Stock, and (ii) the exercise of
warrants for the purchase of shares of the Company's common
stock issued and issuable in connection with the issuance of the
Series A Preferred Stock.

The Stockholders also approved the amendment to the Company's
Amended and Restated Certificate of Incorporation to effect a
reverse split of its outstanding Common Stock, leaving the
Company's Board of Directors with the option to effect the
reverse split at any time on or before March 31, 2002.

In June, TCR reported that Salon Media Group, Inc. (Nasdaq:
SALN) received a Nasdaq Staff Determination, which indicated
that the Company had failed to comply with the minimum bid price
requirement for continued listing (Nasdaq Marketplace Rule
4450(a)(5)). As a result, TCR reported, the company considered
undertaking a reverse stock split in order to comply with
Nasdaq's minimum bid price requirement.


SCAN-OPTICS: Expects to Complete Debt Restructuring in December
---------------------------------------------------------------
Scan-Optics, Inc. (OTCBB:SOCR), a leader in Information Capture
and Customer Service Solutions for Government, Insurance, Order,
Proxy, Test Scoring and other paper-intensive businesses,
announced unaudited financial results for the third quarter
ended September 30, 2001.

For the third quarter ended September 30, 2001, total revenues
were $5.6 million, compared to $10 million in the 2000 third
quarter. The Company reported a net loss for the quarter of $1.8
million compared to a net loss of $1.8 million for the same
period in 2000.

For the nine months ended September 30, 2001, total revenues
were $23.5 million, with a net loss of $3.4 million, compared to
revenues of $31 million and a net loss of $7.3 million in the
first nine months of 2000.

In discussing the results, James C. Mavel, Chairman, Chief
Executive Officer and President of Scan-Optics, stated, "The
events of the third quarter have created a major diversion for
our employees, customers and community. As the impact continues
to unfold we look forward to a return to normalcy, which in
itself is being redefined by current events. Certainly the
impact has been felt by our personnel and our business. We will
adjust and overcome these new challenges as we move forward."

"Even with this negative impact it is encouraging to report that
the decline in revenue was offset by a reduction of costs of
revenue and operating expenses over the same period. This speaks
well to the efficiency and productivity of our organization as
well as the overall improvement to our expense structure."

"On another positive front, order activity has improved in the
last 45 days with over $3.5 million in new awards and
commitments, composed of $1.2 million in solutions hardware and
the remainder in software and professional services. We are also
delighted that during the quarter many of our customers have
come forward to offer testimonials to the positive impact our
solutions have had on their businesses. This is a tremendous
assistance to our marketing efforts as it clearly demonstrates
that we stand behind our products and services to provide
measurable results for our solution customers."

"We continue to work with our lender, Patriarch Partners LLC, to
document a debt restructuring for the Company. We now expect
this restructuring to be completed before the end of December."

"In support of our strategy to provide Solutions to our
prospects and customers we have been able to recruit into the
Company additional resources with experience and success in
software sales and with professional services expertise. We look
forward to their contribution in the profitable growth of our
solutions business."

"Scan-Optics and its employees are committed to achieve and
produce in these uncertain times. Our company is well positioned
to deliver value to our customers as we move into the fourth
quarter and the years ahead."

Scan-Optics, Inc., with headquarters in Manchester, Connecticut,
is recognized internationally as an innovator and solution
provider in the information management and imaging business. It
designs, manufactures and services products and systems for
character recognition, image processing and display, data
capture, and data entry. Scan-Optics systems and software are
marketed worldwide to commercial and government customers
directly and through distributors. Through its Manufacturing
Services Division, Scan-Optics also provides contract
manufacturing services to customers, outsourcing the
manufacturing of complex, electro-mechanical assemblies. The
Company has sales and service offices located throughout the
United States and abroad. Additional information is available at
http://www.scanoptics.com


SENIOR HOUSING: Posts Improved Results in September Quarter
-----------------------------------------------------------
For the three months ended September 30, 2001, compared to the
three months ended September 30, 2000, Senior Housing Properties
Trust rental income decreased to $11.1 million from $13.6
million.  This decrease is primarily due to the sale of four
properties in October 2000.

Net income was $5.5 million in the three months ended September
30, 2001, as compared to $4.4 million in the three months ended
September 30, 2000.  

For the nine months ended September 30, 2001, compared to the
nine months ended September 30, 2000, rental income decreased to
$33.3 million from $49.9 million. This decrease is primarily  
due to the sale of seven properties in 2000 and the tenant
bankruptcies and the settlements  which terminated leases and
assigned operations to the Trust.

Net income was $11.1 million in the nine months ended September
30, 2001, as compared to $19.2 million in the nine months ended
September 30, 2000.  This decrease in net income is primarily
the consequence of the changes in revenues and expenses
resulting from the tenant bankruptcies, settlements and sales of
properties in 2000.

Senior Housing Properties Trust (SHPT) is a real estate
investment trust (REIT) that deals exclusively in senior living
properties. The REIT has over 80 properties in about 25 states
which offer housing options for the elderly at various levels of
independence. Marriott International's senior living division is
the SHPT's largest tenant, but two others -- Integrated Health
Services and Mariner Post-Acute Network (which together provided
almost half of revenues) -- filed for bankruptcy in 2000; SHPT
established a subsidiary to operate most of their nursing homes
until new third-party tenants can be found. The company was spun
off from HRPT Properties Trust, which still owns about 45% of
SHPT.


TRI-NATIONAL DEV'T: Sues Senior Care for Fraudulent Inducement
--------------------------------------------------------------
Tri-National Development Corp. (OTC BB:TNAV) has received and
responded to a U.S. Securities and Exchange Commission subpoena
to produce documents and provide testimony regarding the
activities of Senior Care Industries, Inc. (OTC BB:SENC).  The
subpoena was issued in connection with a formal investigation of
Senior Care Industries, Inc., case #HO-09097.  This
investigation was initiated by the S.E.C. on January 17, 2001,
prior to Tri-National's introduction to Senior Care or its
principals, and preceding the commencement of any contracts
dealing with Senior Care.

Pursuant to a pending hostile Tender Offer to the Company's
stockholders by Senior Care, it is the Company's separate
obligation to report the occurrence of material events and/or
information to its investors and security holders. The Company
deems this S.E.C. investigation of Senior Care, and other facts
outlined in this report, a material event.

Earlier this year, Senior Care sought to purchase certain
properties in Northern Baja California, Mexico which were owned
by Tri-National's Mexican subsidiary corporations.  Tri-National
entered into an asset purchase and sale agreement with Senior
Care in April 2001, which included certain mandatory conditions
to be met prior to a formal closing.  Senior Care,
however, was unable to meet certain of those conditions and
consequently did not complete the purchase and the agreement
was, therefore, terminated by Tri-National.

When it entered into the purchase and sale agreements, Tri-
National indicates it was unaware of the S.E.C. investigation
into the activities of Senior Care. Likewise, Tri-National says
it was not then aware that John Cruikshank, director of Senior
Care's legal department, who drafted the purchase and sale
documents, was a disbarred California attorney.  Had Tri-
National known these facts, Tri-National says it would never
have considered entering into any business transactions with
Senior Care.

Tri-National has filed a lawsuit against Senior Care in the
United States District Court in San Diego, California asserting
fraud, fraudulent inducement, breach of contract and S.E.C.
violations, and seeks actual, consequential and exemplary
damages, and an injunction against further misrepresentations
and omissions by Senior Care regarding its alleged ownership of
Tri-National assets.


TRITON PCS: S&P Rates $300M Senior Sub Notes Due 2011 at B-
-----------------------------------------------------------
Standard & Poor's assigned its single-'B'-minus rating to Triton
PCS Inc.'s $300 million senior subordinated notes due 2011,
issued under Rule 144A with registration rights.

At the same time, Standard & Poor's affirmed its single-'B'-plus
corporate credit, single-'B'-minus subordinated debt, and
double-'B'-minus senior secured bank loan ratings on the
company. The outlook is stable.

Triton PCS, an AT&T Wireless Services Inc. (ATTWS) affiliate,
provides wireless services to an area covering 13 million
population equivalents from Washington, D.C., to Savannah, Ga.

Proceeds of the new note issue will be use to repay borrowings
under the senior bank credit facility.

At September 30, 2001, total debt outstanding was about $1.3
billion.

The ratings on Triton reflect consistent execution on its
business plan, expected continued near-term improvement in cash
flow measures, experienced management, and the prefunding of its
business plan. In addition, the company benefits from its
strategic relationship with ATTWS. These factors are offset,
somewhat, by high debt leverage, though this is anticipated to
improve within the next two years.

Triton's subscriber growth has remained strong, adding more than
57,000 net subscribers in the third quarter of 2001. As of
September 30, 2001, subscribers totaled 617,804 and overall
penetration was about 4.5%. The company benefits from a good
demographic profile of high-growth midsize markets and its focus
on high-end users. Monthly average revenue per unit, without
roaming, of about $60 for the third quarter of 2001 was better
than the industry average. As the preferred roaming partner for
ATTWS, Triton benefits from roaming revenue generated by ATTWS
subscribers. Although roaming rates have been declining, they
have been offset by increased service revenue from subscriber
additions. Roaming revenue comprised about 25% of third quarter
total revenue.

The company's digital network is anticipated to be completed by
year-end 2001; the last phase includes covering major highways
adjacent to its markets. Triton has a 39% interest in Lafayette
Communications Co. LLC, a designated entity that bid in the FCC
January 2001 auction. Lafayette won 14 licenses in this auction
and recently completed the acquisition of nine PCS licenses in
South Carolina from Carolina PCS I L.P.

The status of the licenses won in the FCC auction should be
determined in the near term, pending a settlement between
NextWave Telecom Inc. and the FCC. Triton intends to fund a
senior loan of about $270 million, a portion of which is subject
to the outcome of the FCC auctioned licenses, to Lafayette to
finance these licenses. Triton intends to use these licenses
for additional capacity and for advanced data services. It is
likely that the company will follow ATTWS's migration path to
third generation (3G).

EBITDA, which has strengthened over the past few quarters, was
$20.2 million in the third quarter of 2001 and is expected to be
$60.0 million for the full year of 2001. EBITDA is expected to
cover total interest expense by about 1.5 times in 2002, while
debt to EBITDA should decline to less than 6.0x in 2003. The
company has a good degree of financial flexibility given its
$750 million bank facility ($175 million is available), its cash
balance of $418 million, and its ability to access the capital
markets.

                        Outlook: Stable

Although cash flow numbers are weak for the rating, Triton has a
good degree of financial flexibility given its cash balance and
availability under its bank facility.


USG CORPORATION: Third Quarter Net Sales Fall 12% to $842MM
-----------------------------------------------------------
On June 25, 2001, USG Corporation and the ten United States
subsidiaries listed below, filed voluntary petitions for
reorganization under chapter 11 of the United States Bankruptcy
Code  in the United States Bankruptcy Court for the District of
Delaware. The chapter 11 cases of the Debtors have been
consolidated for purposes of joint administration as In re: USG
Corporation et al. (case no. 01-2094). The Chapter 11 Cases do
not include any of USG's non-U.S. subsidiaries. The following
subsidiaries filed chapter 11 petitions:

         United States Gypsum Company
         USG Interiors, Inc.
         USG Interiors International, Inc.
         L&W Supply Corporation
         Beadex Manufacturing, LLC
         B-R Pipeline Company
         La Mirada Products Co., Inc.
         Stocking Specialists, Inc.
         USG Industries, Inc.
         USG Pipeline Company

According to the Company this action was taken to resolve
asbestos-related claims in a fair and equitable manner, to
protect the long-term value of the Debtors' businesses, and to
maintain the Debtors' leadership positions in their markets.

Consolidated net sales in the third quarter of 2001 were $842
million, down 12% from $956 million in the third quarter of
2000. For the first nine months of 2001, net sales totaled
$2,474 million, down 16% from $2,940 million in the comparable
2000 period. Net sales in 2001 continue to be unfavorable versus
2000 primarily due to a decline in selling prices for SHEETROCK
brand gypsum wallboard sold by U.S. Gypsum. Prices have fallen
considerably over the past two years as the gypsum wallboard
industry has added a significant amount of new capacity.  
However, there was some improvement in market conditions during
the third quarter of 2001 as demand for gypsum wallboard grew
and some excess industry capacity closed, allowing U.S. Gypsum
to raise prices for the first time since the end of 1999. This
positive trend was offset somewhat by a slowdown in commercial
construction.

Third quarter 2001 operating profit of $49 million declined 60%
from $122 million in the third quarter of 2000. Operating profit
of $76 million for the first nine months of 2001 was down 84%
from $471 million for the comparable 2000 period. These declines
primarily reflect lower gypsum wallboard selling prices.

Net earnings of $27 million were reported for the third quarter
of 2001 compared with $65 million for the third quarter of 2000.
For the first nine months of 2001, net earnings of $25 million
were down significantly from $264 million a year ago.


UNIFORET: Court Protection Under CCAA Extended to December 24
-------------------------------------------------------------
Uniforet Inc. and its subsidiaries, Uniforet Scierie-Pate Inc.
and Foresterie Port-Cartier Inc. announced that on November 9,
2001 they have obtained from the Superior Court of Montreal an
order extending for an additional period of 45 days expiring on
December 24, 2001 the Court protection afforded to the "Company
under the Companies' Creditors Arrangement Act".

As already announced, the meeting of the class of US
Noteholders-creditors to vote on the amended plan of arrangement
is still temporarily suspended, following the institution of
proceedings, until settlement of the composition of that class
of creditors. These proceedings will be heard from December 3 to
December 12, 2001 as fixed by the Court.

The Company intends to keep on its current operations and its
customers are not affected by the Court order. Suppliers who
will provide goods and services necessary for the operations of
the Company will continue to be paid in the normal course of
business.

Uniforet Inc. is an integrated forest products company which
manufactures softwood lumber and bleached chemi-thermomechanical
pulp. It carries on its business through its subsidiaries
located in Port-Cartier (pulp mill and sawmill) and in the
Peribonka area in Quebec (sawmill). Uniforet Inc.'s securities
are listed on The Toronto Stock Exchange under the trading  
symbol UNF.A, for the Class A Subordinate Voting Shares, and
under the trading symbol UNF.DB, for the Convertible Debentures.


UPRIGHT INC: Creditors' Committee Taps PricewaterhouseCoopers
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of UpRight, Inc.,
asks the US Bankruptcy Court for the Eastern District of
California for permission to employ and retain
PricewaterhouseCoopers LLP as its financial advisors in the
course of the Debtor's Chapter 11 case.

The Committee is familiar with the professional standing and
reputation of PricewaterhouseCoopers. The Committee said that
PricewaterhouseCoopers has a wealth of experience in providing
accounting, tax and financial advisory services in restructuring
and reorganization and enjoys an excellent reputation for
services it has rendered in large and complex chapter 11 cases
on behalf of debtors and creditors throughout the United States.

The service of PricewaterhouseCoopers is necessary to enable the
Committee to assess and monitor the efforts of the Debtor and
their professional advisors to maximize the value of their
estates and to reorganize successfully. Further,
PricewaterhouseCoopers is well qualified and able to represent
the Committee in a cost-effective and timely manner.

Upright Inc., a subsidiary of W.R. Carpenter, makes platforms
and hydraulic lifts that aid aerial construction and maintenance
on facilities such as retail centers, airports, stadiums and
other public buildings.  The firm filed for Chapter 11
protection on June 12, 2001 in the Eastern District of
California, Fresno Division.  Hagop T. Bedoyan and Merle C.
Meyers represent Upright in their restructuring effort.  As of
July 10, the company listed $122,536,025 in assets and
$138,061,328 in debt.


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

The outlook is negative.

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

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

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

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

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

                     Outlook: Negative

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


VLASIC FOODS: Retiree Committee Signs-Up Heiman Aber as Counsel
---------------------------------------------------------------
The Committee of Retired Employees of Vlasic Foods
International, Inc., appointed by the Court on October 11, 2001,
seeks to employ and retain the law office of Heiman, Aber,
Goldlust & Baker under a general retainer to perform the legal
services that will be necessary during this chapter 11 case.

Sarah H. Paoletti, Chair of the Retiree Committee, tells Judge
Walrath that the Retiree Committee seeks to retain Heiman as its
attorneys because of Heiman's experience and knowledge under
chapter 11 of the Bankruptcy Code.  Heiman's expertise,
experience and knowledge practicing before this Court will be
efficient and cost effective for the Retiree Committee, Ms.
Paoletti notes.  In addition, Ms. Paoletti reminds the Court
that Heiman prepared the motion for the creation of the
committee. Thus, Ms. Paoletti says, Heiman has become familiar
with the Debtors' businesses and affairs and many of the
potential legal issues that may arise in the context of this
chapter 11 case as it relates to the medical benefits of retired
employees.

The professional services that Heiman will render to the Retiree
Committee include:

    (a) to provide legal service with respect to its powers and
        duties;

    (b) to prepare on behalf of the Committee necessary
        applications, motions, answers, orders, reports and
        other legal papers;

    (c) to appear in Court and to protect the interests of the
        Committee before the Court; and

    (d) to perform all other legal service for the Committee
        which may be necessary and proper in these proceedings.

Ms. Paoletti identifies for the Court the principal attorneys
and paralegals presently designated to represent the Retiree
Committee and their current standard hourly rates:

           Henry A. Heiman              $250
           Susan E. Kaufman             $200
           January L. Eaton             $100
           Linda Martin                 $100

In addition, Ms. Paoletti relates, Heiman will charge the
Retiree Committee for all other expenses incurred in connection
with the case.

Henry A. Heiman, a principal in the firm, assures the Court that
the firm is a "disinterested person," as defined in the
Bankruptcy Code, in that Heiman, its partners and associates:

    (a) Are not creditors, equity security holders or insiders
        of the Debtors;

    (b) Are not and were not investment bankers for any
        outstanding security of the Debtors;

    (c) Have not been, within 3 years before the date of the
        filing of the Debtors' chapter 11 petition,

        (i) investment bankers for a security of the Debtors, or

       (ii) an attorney for such an investment banker in
            connection with the offer, sale, or issuance of a
            security of the Debtors; and

    (d) Are not and were not, within 2 years before the date of
        the filing of the Debtors' chapter 11 petitions, a
        director, officer, or employee of the Debtors or of any
        investment banker.

Heiman has no agreement with any other entity to share any
compensation received by Heiman in connection with this chapter
11 case, Mr. Heiman adds. (Vlasic Foods Bankruptcy News, Issue
No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


W.R. GRACE: PI Panel Taps Prof. Warren as Special Consultant
------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants of
W. R. Grace & Co., by and through its undersigned counsel,
applies to the Bankruptcy Court in Wilmington for authority to
employ Professor Elizabeth Warren as Special Bankruptcy
Consultant to Caplin & Drysdale, Chartered, National Counsel for
the Committee.

On June 13, 2001, the Bankruptcy Court entered an Order
approving the Asbestos Personal Injury Claimants Committee's
Application for entry of an Order Authorizing the Employment of
Caplin & Drysdale as National Counsel for the Asbestos Personal
Injury Claimants Committee.  As of August 1, 2001, Caplin &
Drysdale has engaged Professor Elizabeth Warren, the Leo
Gottlieb Professor of Law at the Harvard Law School, as a
Special Bankruptcy Consultant to the firm.

Professor Warren will provide very limited services in this
bankruptcy case. In general her billable hours will not exceed
ten hours per month and usually will be significantly less. It
is contemplated that she will work with Caplin & Drysdale as a
consultant in these bankruptcy cases providing advice and
guidance to the Asbestos Personal Injury Claimants Committee
through the Caplin & Drysdale firm, as well as in seven other
asbestos-related bankruptcy cases in which Caplin & Drysdale is
presently counsel to committees representing asbestos personal
injury claimants. Generally, she will focus her efforts in
assisting Caplin & Drysdale with respect to the plan of
reorganization process. She may, however, be consulted by Caplin
& Drysdale on other technical issues that may arise in the
course of the case. She will not be involved in the day-to-day
administration of the case. To avoid conflicts with Caplin &
Drysdale's numerous non-bankruptcy clients, Professor Warren
will not be a member of the firm, an associate of the firm, or
maintain an of counsel relationship with the firm.

Professor Warren will maintain her own time records in
compliance with the Court's Administrative Order. To facilitate
the administrative process and to minimize Professor Warren's
administrative time, in light of her limited role, Caplin &
Drysdale will incorporate her time entries in its billing
statement and will bill for Professor Warren's services as part
of Caplin & Drysdale's monthly and quarterly fee applications.
Subject to Judge Farnan's approval, Professor Warren's time will
be billed at $675 per hour.

Professor Warren avers she is disinterested within the meaning
of section 101(14) of the Bankruptcy Code, and neither holds nor
represents any interest adverse to the Debtors or the Debtors'
estates.

Professor Warren's employment has drawn fire from the U.S.
Trustee for Region III and the Creditors' Committees appointed
in the USG, Armstrong, Federal-Mogul, and Owens Corning chapter
11 cases.  (W.R. Grace Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Exclusive Period Extended to December 24
-------------------------------------------------------------
After several short-term extensions, Wheeling-Pittsburgh Steel
Corp. finally obtain from Judge Bodoh an Order extending their
exclusivity periods.  Judge Bodoh orders that (a) the period
within which the Debtors may exclusively file a plan of
reorganization is extended to and including Monday, December 24,
2001, and (b) the period in which the Debtors may solicit
acceptances of the plan of reorganization is extended to and
including Friday, February 22, 200[2].  

Judge Bodoh further orders that nothing in his Order may be
construed as limiting the Debtors' right to seek further
extensions, but that his Order is also without prejudice to the
rights of the Official Committees or any other party in interest
to object to any future motion regarding a further extension of
either or both of these exclusivity periods. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WINSTAR COMMS: US Trustee Appoints Unsecured Creditors' Panel
-------------------------------------------------------------
Mark S. Kenney, Esq., of the United States Trustee, Region 3,
relates that the United States Trust Company of New York has
resigned as Indenture Trustee from the Official Committee Of
Unsecured Creditors appointed for these cases and is replaced by
Wells Fargo Bank, Minnesota, National Association effective
October 25, 2001. The Committee of Unsecured Creditors of
Winstar Communications, Inc. are now currently composed of:

A. MAS Funds High Yield Portfolio
   c/o Morgan Stanley Dean Witter Investment Management
   Attn: Deanna Loughnane
   One Tower Bridge, West Conshohocken, Pennsylvania 19428
   Phone: (610) 940-5691     Fax: (610) 260-7088

B. Teachers Insurance and Annuity Association of America
   Attn: Roi G. Chandy
   730 Third Avenue, New York, New York 10017
   Phone: (212) 916-6139     Fax: (212) 916-6140

C. Digital Microwave Corporation
   Attn: Charles A. Nelson
   170 Rose Orchard Way, San Jose, California 95134
   Phone: (408) 944-3519     Fax: (408) 944-1880

D. WorldCom Inc.
   Attn: Stephen J. Rubio
   3 Ravinia Drive, 6th Floor, Atlanta, Georgia 30346
   Phone: (770) 380-6458     Fax: (770) 280-4845

E. P-Com Inc.
   Attn: Caroline Baldwin Kahl
   3175 S. Winchester Boulevard, Campbell, California 95008
   Phone: (408) 874-4258     Fax: (408) 874-4229

F. Metromedia Fiber Network Inc.
   Attn: Hadley E. Feldman
   One Meadowlands Plaza, East Rutherford, New Jersey 07073
   Phone: (201) 531-8016     Fax: (201) 531-2803

G. Wells Fargo Bank, Minnesota, as Indenture Trustee
   Attn: Julie J. Becker
   Sixth Street & Marquette Avenue, Minneapolis, Minnesota 55479
   Phone: (612) 316-4772     Fax: (612) 667-9825
(Winstar Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


XO COMMS: Bankruptcy Risk Spurs Fitch to Rate Bonds as Junk
-----------------------------------------------------------
Fitch has downgraded XO Communications' (XO) senior secured
rating to 'CCC-' from 'B', its senior unsecured rating to 'CC'
from 'CCC+' and its convertible subordinated note rating to 'C'
from 'CCC-'. The ratings are placed on Rating Watch Negative.

The rating downgrades reflect the increased risk of bankruptcy
due to the low degree of flexibility the company has within its
bank covenants, the company's announcement that it hired an
investment banking firm to help restructure its debt and the
overall negative economic and industry conditions which could
pressure the financial achievement that is required.

Specifically, Fitch is concerned that XO will not be able to
meet its 4Q'01 or 1Q'02 revenue covenants of $375 million and
$400 million, respectively. The willingness of the bank lenders
to waive a potential technical default will likely be predicated
on the details of XO's imminent restructuring.

According to the company, it is funded through the first half of
2002 mainly due to the debt and preferred stock repurchase in
the 3Q'01. Fitch had expected the company's cash and remaining
bank proceeds to fund the company to at least year-end 2002.
This places the company in a more precarious position, as it
needs to raise a substantial amount of capital within the
near term to fund the remaining portion of its business plan.

Fitch believes the company is working on a restructuring plan
that will be predicated on an equity infusion and a fully funded
business plan post the restructuring. Based on the restructuring
transactions for industry peers, this could involve a debt-for-
equity recapitalization, causing debtholders to receive less
than par value for their securities. This transaction would
force the rating on the securities converted to equity to a
default level until the pro forma business plan was assessed and
the necessary components of the transaction closed.

At the current significantly depressed levels of its bond and
stock prices, the company's access to the public capital markets
is clearly hampered, and it is unlikely that it will be able to
raise additional bank capital. As mentioned, XO has hired
investment bank Houlihan, Lokey Howard, and Zukin to help
restructure its debt and attract new investment. This firm has
served as an advisor in other telecom restructurings, including
Covad, Rhythms NetConnections and Excite@Home.

The two-notch differential between the ratings more properly
reflects the low asset recovery values, which have fallen
dramatically this year. The Negative Rating Watch will be
resolved when more information is received regarding its
restructuring, covenant compliance and/or funding gap
elimination.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

                          *********

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

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

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/>www.DebtTraders.com.

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

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

                          *********

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

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

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

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

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

                     *** End of Transmission ***