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       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Monday, November 19, 2001, Vol. 5, No. 226

                          Headlines

360NETWORKS: UST Reschedules Creditors' Meeting to Nov. 29
AMF BOWLING: 2nd Amended Disclosure Statement Wins Court Okay
ALTERRA HEALTHCARE: Defaults on Major Credit & Lease Facilities
AMES DEPARTMENT: Court Okays Arthur Andersen as Debtors' Auditor
AMPEX CORP: Short-Term Notes' Maturity Extended through March 31

ARGUS: Talks to Restructure Syndicated Credit Facility Ongoing
AT HOME CORP: Wants to Reject Pacts with Certain Cable Companies
BIRMINGHAM STEEL: AmeriSteel Agrees to Buy Cartersville Assets
BRIDGE INFORMATION: Wants to Reject 2 Pacts with Hughes Network
BURLINGTON INDUSTRIES: Books a Net Loss of $76MM in 3rd Quarter

BURNHAM PACIFIC: Raises $600M from Liquidation of 32 Properties
CARONDELET HEALTH: Tenet Takes Over 2 Daniel Freeman Hospitals
COHO ENERGY: Weighs Options to Avoid Default Under Credit Pact
CONSOLIDATED CONTAINER: S&P Pulls Low-B Ratings a Notch Lower
COVAD COMMS: Secures Approval of Amended Disclosure Statement

EXODUS COMMS: Seeks Approval of 200 North Sale-Leaseback Deal
FEDERAL-MOGUL: Taps Ernst & Young as Independent Auditors
FLAGSTONE CAPITAL: Fitch Junks $7.4 Million Class B Notes
GENESIS WORLDWIDE: Court Okays Pegasus/KPS Bid to Acquire Assets
HORIZON GROUP: Begins Talks to Restructure Loans with JP Morgan

LA PETITE: Bank Lenders Waive Defaults & Amend Credit Agreement
MCLEODUSA: Begins Exploring Alternatives with Senior Banks
METALS USA: List of 20 Largest Unsecured Creditors
MUTUAL RISK: Debenture Holders Waive Negative Covenant Violation
NATIONSRENT: Pursuing Debt Workout Talks with Senior Lenders

NET2000 COMMS: Files for Chapter 11 Reorganization in Delaware
NET2000 COMMS: Case Summary & 20 Largest Unsecured Creditors
NIAGARA MOHAWK: Loss More Than Triples in 12-Month Period
OPTI INC: Shareholders to Vote on Liquidation Plan on January 12
OPTICAL DATACOMM: Case Summary & 20 Largest Unsecured Creditors

OXIS INT'L: Capital to Sustain Ongoing Operations Runs Out
PACIFIC GAS: Court Approves Ernst & Young's Engagement
POLAROID CORP: First Creditors' Meeting Set for Today
PRIME RETAIL: Must Seek Financing Options to Continue Operations
QUALITY STORES: Will Close 89 Stores Under Restructuring Plan

RG RECEIVABLES: S&P Cuts $100MM 9.6% Note Rating Down to B-
RESPONSE ONCOLOGY: Continues Negotiations for Financing Options
STARTEC GLOBAL: Commences Talks to Restructure 12% Senior Notes
TRAK AUTO: Begins Liquidation Sales in 79 Stores in 3 States
VIASOURCE COMMS: Files for Chapter 11 Reorganization in Florida

VIASOURCE COMMUNICATIONS: Chapter 11 Case Summary
VIASYSTEMS INC: Fitch Junks Senior Subordinated Notes
WARNACO GROUP: Milford Lease Decision Period Extended to Jan. 31
WARNACO GROUP: Appoints Antonio C. Alvarez as CEO
WASTE SYSTEMS: Wants Lease Decision Period Extended to March 7

WOODS EQUIPMENT: Reaches Agreement to Restructure Debt Issues

* BOND PRICING: For the week of November 19 - 23, 2001

                          *********

360NETWORKS: UST Reschedules Creditors' Meeting to Nov. 29
----------------------------------------------------------
The United States Trustee for Region 2 has rescheduled the
meeting of the 360networks Inc.'s Creditors pursuant to 11
U.S.C. Sec. 341(a) to November 29, 2001 at 4:00 p.m., at 80
Broad Street, Second Floor in New York City.  All creditors are
invited, but not required, to attend.

This Official Meeting of Creditors offers the one opportunity in
a bankruptcy proceeding for creditors to question a responsible
office of the Debtor under oath.

Any creditor planning to attend the meeting is advised to
contact the United States Trustee, Greg Zipes, Esq., at (212)
510-0500 at least one week prior to the meeting. (360 Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
609/392-0900)    


AMF BOWLING: 2nd Amended Disclosure Statement Wins Court Okay
-------------------------------------------------------------
Arguing that AMF Bowling Worldwide, Inc.'s Disclosure Statement,
as amended and supplemented in response to objections interposed
by various parties in interest, should be approved because it
provides creditors with sufficient information necessary to make
informed voting decisions, Dion W. Hayes, Esq., at McGuire Woods
LLP in Richmond, Virginia, stepped the Court through all the
Debtors' restructuring efforts, including their activities in
the eleven months leading up to the filing of these chapter 11
cases.  

Those efforts, Mr. Hays suggests, leads to the inexorable
conclusion that the Debtors' timetable can only be described as
prudent and deliberate. As set forth in earlier pleadings of the
Debtors and sworn testimony and proffers adduced in prior
hearings before this Court, the Debtors began working with their
various creditor constituents to restructure their debts more
than sixteen months ago. Mr. Hayes submits that the Debtors
originally intended to file a fully consensual, pre-arranged
chapter 11 plan in late 2000, and to have emerged from
bankruptcy several months ago in an effort to minimize employee
attrition, lost business opportunities and declining revenues
and earnings.

Mr. Hayes contends that delay at this critical juncture will
serve only to further undermine the Debtors' credibility and
ability to execute essential business plans and strategies. The
Debtors must emerge from chapter 11 on a timely basis, and
return all of their resources and focus to their operations. Mr.
Hayes points out that posturing for delay at this belated stage
is even more untenable given the fact that the formal plan
process commenced in the summer of 2001, and was preceded by
almost a full year of substantial due diligence and financial
analysis by the predecessor to the Committee and its advisors.
Between May 2001 and August 31, 2001, the date the Debtors filed
their first plan with the Court, the Debtors' professionals were
in constant contact with the professionals who represented the
informal committee of bondholders and now represent the
Committee, and the financial advisors and counsel for the Senior
Lenders. Throughout this period, Mr. Hayes submits that the
Debtors shared financial and other information with their
creditor constituents and engaged in arm's length negotiations
over the terms of a plan, which ultimately was only agreed to by
the Senior Lenders.

Mr. Hayes states that the Debtors have revised the October Plan
and added language to the disclosure statement in an effort to
address concerns raised by parties in interest. The Debtors
believe the remaining objections raise issues that do not
warrant further disclosure and/or are confirmation hearing
issues. Mr. Hayes claims that the Disclosure Statement not only
satisfies the standards set forth in section 1125 of the
Bankruptcy Code but contains more information than is found in
many comparable disclosure statements that have been approved in
other large cases.

To further minimize the burden on this Court at the hearing on
the adequacy of the Disclosure Statement, Mr. Hayes assures the
Court that this response also addresses threshold issues
regarding the standards for approving a disclosure statement and
the proper scope of a disclosure statement hearing. Unlike many
large chapter 11 cases where sources of exit financing are
unknown or highly uncertain as of the date of the hearing on the
disclosure statement, the Debtors have concluded with reasonable
certainty that their exit financing will be provided in one of
two ways. The first alternative, the Third Party Facility,
consists of a credit facility in an amount up to $350,000,000,
including a $300,000,000 term loan and a $50,000,000 dollar
revolving credit facility. The second alternative, the Senior
Lender Facility, consists of the Senior Lender Term Loan
Facility, including two term loan facilities aggregating up to
$300 million, and the Senior Lender Revolving Facility, which is
a revolving credit facility available up to an aggregate amount
of $90 million. As of the date hereof, Mr. Hayes tells the Court
that the Debtors have received a commitment letter from a Third
Party Lender that strongly indicates that the Debtors will have
a commitment for exit financing that fits within the parameters
set forth in the Disclosure Statement.

Notwithstanding the fact that the Senior Lender Facility is
described as containing customary terms and conditions, Mr.
Hayes contends that the Disclosure Statement contains adequate
information as to the Debtors' exit financing alternatives such
that a reasonable investor typical of holders of claims or
interests of the relevant class will be able to make an informed
judgment as to whether or not to accept the plan. Were the
Debtors to disclose the exact terms and fees proposed by the
Senior Lenders at this time, Mr. Hayes believes that it could
foreclose the possibility of obtaining significantly more
favorable terms from a Third Party Lender. Moreover, based on
the size of the Senior Lender Claim, the Debtors' decision to
consummate either the Senior Lender Facility or the Third Party
Facility has little or no effect on the treatment to be afforded
to the Debtors' unsecured creditors under the Plan, which calls
into question whether the creditors represented by the Committee
are the relevant class to be objecting to the Exit Facility.

Despite the Debtors' cooperation with due diligence,
information, and meeting requests made by the Institution to
date, Mr. Hayes informs the Court the Debtors have not yet been
presented with any other exit financing alternative, other than
those set forth in the Disclosure Statement, that appears both
viable and likely to materialize. Moreover, even if more
concrete terms were available, in the context of approving the
Disclosure Statement, "adequate information" need not include
every other "possible" plan. Accordingly, despite the assurances
from the Committee that such an alternative will be forthcoming,
Mr. Hayes argues that at this time the Debtors can neither agree
to nor justify further delays or disclosure of speculative,
alternative plans.

Based on the Debtors' past experience in liquidating and closing
underperforming centers, Mr. Hayes submits that the Debtors
postulated a net liquidation value for each center and did not
assign a realization rate to each category of assets in the
manner requested by the Committee. Although the Debtors believe
the liquidation analysis annexed to the October Disclosure
Statement contained adequate information, in an effort to
accommodate the Committee the Debtors have supplemented that
information in the Disclosure Statement. While the Committee and
its financial advisors may not agree with the conclusions set
forth in the Liquidation Analysis, including the values
attributable to certain assets, or the wind-down costs that are
enumerated and estimated by the Debtors, Mr. Hayes believes that
those disagreements will not be resolved regardless of the
amount of additional information the Debtors disclose. As the
Debtors' liquidation analysis assumes that liquidation would be
conducted over a period of six months, the Debtors do not
believe that their analysis assumes a fire sale and instead
assumes an orderly liquidation in a forced sale atmosphere,
which would be conducted over a reasonable period of time.

The Debtors submit that the Disclosure Statement contains
adequate information, and, therefore, should be approved. It
includes, among other things, detailed descriptions of:

A. the Debtors' historical business and the conditions which led
   to the initiation of these chapter 11 cases;

B. reorganization activities such as the stabilization of
   operations and the plan formulation process;

C. Plan terms such as the classification and treatment of
   claims, proposed distributions, possible risk factors,
   conditions to confirmation and consummation, applicability of
   federal and other securities laws and federal income tax
   consequences;

D. the administration of the reorganized Debtors;

E. a valuation analysis that contains a range of alternatives;

F. the structure and amount of the Debtors' most likely exit
   financing alternatives.

Mr. Hayes relates that the Debtors have supplemented the already
extensive Disclosure Statement to deal specifically with certain
concerns and objections raised by various parties, including the
Committee and do not believe that the requested revisions are
needed to provide "adequate information," but endeavored to
satisfy those concerns with additional or modified disclosures
to minimize disputes. Although clothed as disclosure statement
objections, several of the issues raised in the Committee
Objection are confirmation objections. Mr. Hayes tells the Court
that the Committee has made no secret of the fact that it
intends to vigorously oppose the Plan on the basis of the
Debtors' valuation analysis and the treatment that will be
afforded to unsecured creditors under the Plan, each of which
would be an appropriate basis for a confirmation objection. The
Committee members' minds are made up and no amount of
information could be provided that would change the Committee's
decision or further inform those who will make an independent
assessment.

Mr. Hayes states that the Disclosure Statement explains as much
or more about the foundation for the valuation analysis than is
commonly found in disclosure statements in other large cases and
contains ample information so as to be deemed adequate. In
addition to the information provided within the Disclosure
Statement, which includes the low point, mid point and high
point of the valuation analysis and recoveries associated with
each, the Debtors financial advisors have provided a plethora of
financial and other information to the Committees' financial
advisors and have described the Debtors' valuation analysis in
detail. Although the members of the Committee are highly
sophisticated parties who are represented by highly
sophisticated financial advisors and counsel who have been mired
for months in the details of the Debtors' financial information,
SEC reports, and valuation and liquidation analyses, the Debtors
do not believe that filling the Disclosure Statement with
discussions of "terminal value," the intricacies of the "market
multiples method and the discounted cash flow method," or
"warrant volatility rates," will aid an average creditor in
assessing the merits of the Plan.

Mr. Hayes asserts that objections relating to the substantive
provisions of the Plan are best left for the confirmation
hearing itself because addressing confirmation issues at the
Disclosure Hearing would only delay this reorganization by
converting the Disclosure Hearing into a premature confirmation
hearing. Although the Debtors are prepared to provide the Court
with a thorough and complete review of the Plan at the
Disclosure Hearing, they nonetheless submit that any objections
to confirmability of the Plan should be addressed at the
confirmation hearing.

                         *   *   *

Finding that the Second Amended Disclosure Statement, as amended
and supplemented in response to the objections interposed by
various parties in interest, contains adequate information that
allows creditors to make informed decisions in voting to accept
or reject the Plan.  Judge Adams approves the form and manner of
notice of the disclosure statement hearing, establishing a
record date for the holders of claims, approving the disclosure
statement relating to the Debtors' second amended joint plan of
reorganization, establishing notice procedures for confirmation
of the Debtors' second amended joint plan of reorganization,
approving solicitation packages and procedures for distribution
and approving forms of ballots and establishing procedures for
voting on the plan.

Judge Adams will convene a Confirmation Hearing on January 10
and 11, 2002 and directs that any objections or comments to the
Plan Supplement, which shall be filed and served no later than
December 18, 2001, shall be filed and served no later that
December 27, 2001. (AMF Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


ALTERRA HEALTHCARE: Defaults on Major Credit & Lease Facilities
---------------------------------------------------------------
As previously announced, Alterra Healthcare Corporation (AMEX:
ALI) is seeking to comprehensively restructure its capital
structure. To conserve cash and fund ongoing residence
operations, the Company did not make selected scheduled debt
service and lease payments during the first nine months of 2001
and, as a result, is in default under many of its major credit
instruments (including its convertible subordinated debentures)
and certain of its lease facilities. The Company is currently
prohibited from making cash payments on its convertible
subordinated debentures pursuant to the subordination provisions
of these debt securities.

The Company previously announced that the principal components
of its restructuring plan are:

      (i) the disposition of a substantial number of the
Company's residences, which the Company expects to accomplish
primarily by actively working with its lenders and lessors to
identify new operators and by selling assets through an
organized sales process;

     (ii) the restructuring of the Company's principal debt and
lease obligations, including in certain instances payment
deferrals, extensions of additional credit, the rescheduling of
debt maturities and the elimination or modification of certain
covenants; and

    (iii) the exchange of new debt, equity or equity-linked
securities of the restructured Company for the Company's
currently outstanding convertible debentures and joint venture
interests held by third parties in certain of the Company's
residences. During the quarter ended September 30, 2001, the
Company restructured two separate lease portfolios which include
52 residences with an aggregate resident capacity of 2,043.
While substantive restructuring discussions are underway with
many of the Company's other lenders, lessors and joint venture
partners, no assurance can be given that the Company will be
successful in negotiating the appropriate restructuring
arrangements with its various capital structure constituents.

Alterra Healthcare announced financial results for the three-
month period ended September 30, 2001. At quarter end, the
Company operated or managed 451 residences with a total capacity
to serve approximately 21,268 residents. In addition, the
Company commented on its ongoing progress related to the
restructuring of its capital structure including activities
related to the disposition of certain of the Company's owned and
leased residences.

               Operating And Financial Results

For the three months ended September 30, 2001, the Company
reported revenues of $126.1 million, an increase of 3% over
revenues for the quarter ended September 30, 2000. The Company's
pre-tax loss for the quarter ended September 30, 2001, was $32.8
million compared to a pre-tax loss of $23.7 million for the
comparable period of 2000 (excluding charges related to asset
dispositions). The Company's net loss for the quarter ended
September 30, 2001, was $42.8 million. The pre-tax loss for the
quarter ended September 30, 2001, includes $30.1 million of non-
cash expenses including the reserves for asset dispositions,
depreciation, amortization, and payment-in-kind ("PIK") interest
expense.

                Recent Operational Results

In the third quarter of 2001, the Company's residence level
operating margins were 28%. Monthly rates averaged $2,805 for
the quarter ended September 30, 2001, an increase of 8% over the
average monthly rate for the September 2000 quarter. In
addition, general and administrative costs (excluding costs
related to the Company's restructuring activities) declined to
$10.2 million in the September 2001 quarter, or 8% of total
residence revenue. For the three months ended September 30,
2001, the Company reported overall average occupancy of 83%.

               Stabilized Residence Results

During the quarter ended September 30, 2001, the Company
operated 450 stabilized residences with a resident capacity of
21,363. These residences had an average occupancy for the
quarter of 84%. For the three months ended September 30, 2001,
these residences achieved revenues of $142.4 million and had an
operating margin of $42.4 million or 30%. The Company defines
stabilized residences as those that have reached 95% occupancy
or have been open for 12 months as of the beginning of the
reporting period.

                    Same Residence Results

The Company operated 373 residences that were stabilized for the
entire third quarter of 2000 and 2001. For these residences with
a capacity to serve 17,063 residents, revenues for the three
months ended September 30, 2001, were $112.1 million. These
residences produced operating margins of 32% and had average
occupancy of 85% for the three-month period ended September 30,
2001.

                  Asset Disposition Activity

During the second quarter of 2001, the Company re-evaluated its
previously announced disposition plan, increasing the number of
total residences to be sold to 82 residences representing 3,396
beds. Residences included in the disposition plan were
identified based on an assessment of a variety of factors
including geographic location, residence size, and operating
performance. The Company recorded a pre-tax loss of $10.0
million in the quarter to reflect the assets held for sale at
the lower of carrying value or estimated liquidation value less
costs to sell.

During the quarter ended September 30, 2001, two of these
residences representing 85 beds were sold for a net price of
$2.2 million and three parcels of land were sold for a net sale
price of $1.8 million. In conjunction with these sales, the
Company repaid $3.0 million of debt or lease obligations and
realized a net gain on sale of $88,000. In addition to these
asset sales, during the third quarter the Company effected the
termination of three leases representing a resident capacity of
108.

Subsequent to September 30, 2001, the Company completed the sale
of ten residences representing a resident capacity of 528 and
one land parcel for sales prices totaling $38.0 million. The
sales of these residences and the land parcel repaid
approximately $35.0 million of debt. In addition, effective
October 12, 2001, the Company closed a restructuring transaction
with one of its joint venture partners pursuant to which the
Company acquired the joint venture partner's interest in 15
residences with a total resident capacity of 643.

Alterra offers supportive and selected healthcare services to
our nation's frail elderly and is the nation's largest operator
of freestanding Alzheimer's/ memory care residences. Alterra
currently operates in 26 states.

The Company's common stock is traded on the American Stock
Exchange under the symbol "ALI."


AMES DEPARTMENT: Court Okays Arthur Andersen as Debtors' Auditor
----------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates desire
to retain and employ Arthur Andersen LLP as their auditors and
accounting, tax, and financial advisors in these chapter 11
cases. By this Application, the Debtors request that the Court
enter an order approving the employment of Andersen, nunc pro
tunc to August 20, 2001, the date Andersen commenced work on the
Debtors' behalf in these chapter 11 cases.

David H. Lissy, Esq., the Debtor's Senior Vice President and
General Counsel, relates that in its capacity as auditors and
accounting, tax, and financial advisors, and in connection with
its restructuring work relating to the Debtors' chapter 11
cases, Andersen will work closely with the Debtors and their
professionals and will also work with the professionals retained
by the Creditors' Committee. The services provided by Andersen
may include:

A. audit financial statements and assist in preparing and filing
   financial statements and disclosure documents required by
   the SEC;

b. audit examinations of any benefit plans as may be required by
   the Department of Labor or the Employee Retirement Income
   Security Act and provide consultation with respect to other
   employee matters;

C. review unaudited quarterly financial statements of the
   Debtors as required by applicable law or regulations, or as
   requested by the Debtors;

D. outsource the Debtors' tax function;

E. provide other tax consulting services not included in
   subparagraph d above;

F. assist in preparing financial disclosures required by the
   Court, including the schedules of assets and liabilities,
   the statement of financial affairs, and monthly operating
   reports;

G. assist the Debtors, and other financial professionals
   retained by the Debtors, with the preparation of their
   business plan on a collaborative basis so as not to be
   duplicative in effort or expense;

H. assist the Debtors by identifying areas of potential cost
   savings and operating efficiencies;

I. assist in the coordination of responses to creditor
   information requests and interfacing with creditors and
   their financial advisors;

J. assist Debtors' legal counsel, to the extent necessary, with
   the analysis and revision of the Debtors' plan or plans of
   reorganization;

K. attend meetings and assist in discussions with the Creditors'
   Committee, the U.S. Trustee, and other interested parties,
   to the extent requested by the Debtors;

L. consult with the Debtors' management on other business
   matters, including, but not limited to, merchandising and
   internal audit, relating to their chapter 11 reorganization
   efforts; and

M. assist with such other matters as Debtors' management or
   legal counsel and Andersen may mutually agree.

Mr. Lissy tells the Court that the services of Andersen as
auditors and accounting, tax, and financial advisors are
necessary in order to enable the Debtors to execute their duties
as debtors and debtors in possession. The services to be
rendered by Andersen are not intended to be duplicative in any
manner with the services performed and to be performed by any
other party retained by the Debtors. Mr. Lissy assures the Court
that Andersen, in concert with the other professionals retained
by the Debtors, will undertake every reasonable effort to avoid
any duplication of their respective services.

Andersen has stated its desire and willingness to act in these
cases and render the necessary professional services as auditors
and accounting, tax, and financial advisors to the Debtors. Mr.
Lissy contends that Andersen is well qualified to perform the
auditing and accounting, tax, and financial advisory services as
described above, and the Debtors know of no reason why Andersen
should not be retained.

To the best of the Debtors' knowledge, the partners, principals,
and employees of Andersen do not have any connection with the
Debtors, their creditors, or any other party in interest, or
their respective attorneys and is a "disinterested person," as
defined in section 101(14) of the Bankruptcy Code.

Jay A. Scansaroli, a partner at Arthur Andersen LLP, relates
that within the one-year and ninety day periods pre-petition,
Andersen received compensation of $2,531,246 and $553,841,
respectively, from the Debtors related to services provided
including attest and audit services, assisting in the
preparation of various forms and reports required to be filed
with the Securities and Exchange Commission and other regulatory
entities, rendering tax return preparation and other tax
compliance and tax consulting services.  Although there are
outstanding amounts owed by the Debtors to Andersen for services
rendered pre-petition, Andersen has agreed to waive any and all
claims to such pre-petition amounts owing.

Where possible and applicable, and in accordance with Andersen's
historical billing practices with the Debtors, Mr. Scansaroli
informs the Court that Andersen is providing fixed-fee or
reduced hourly billing rate arrangements with the Debtors for
the non restructuring-related Audit Services and Tax Outsourcing
Services. The Debtors have an agreement with Andersen for the
performance of the Audit Services and Tax Outsourcing Services
at agreed upon fees which represent a discount from the cost of
these services if priced out at normal rates and hours. Such
arrangements for these recurring, normal course services, as
distinguished from the bankruptcy and business planning
consulting services, are entered into to give effect to the
timing of the work, expected company assistance, and other
similar factors.

Mr. Lissy submits that maintaining these arrangements is in the
best interests of the Debtors, their estates, and their
creditors because the services are obtained at a lower cost than
might otherwise be charged. In order to facilitate providing
these normal course services, the Debtors request that Andersen
not be required to submit detailed time entries in connection
with the Audit Services and Tax Outsourcing Services. Mr. Lissy
adds that such engagements do not involve restructuring
services, are normal course services, and are billed on a fixed
fee basis which reflects a discount from Andersen's normal
hourly rates. This arrangement would only apply to the Audit
Services and Tax Outsourcing Services.

For all other advisory services, Andersen will seek to be
compensated for services actually rendered on an hourly basis at
the firm's customary rates and disbursements incurred upon
appropriate application to this Court. Andersen's current
billing rates for professionals are:

      Partners/Principals                   $425 - 600
      Managers/Directors                    $310 - 525
      Seniors/Associates/Consultants        $180 - 495
      Staff/Analysts/Paraprofessionals      $ 90 - 250

Mr. Lissy contends that the appointment of Andersen on the terms
and conditions set forth herein is necessary, essential, and in
the best interests of the Debtors, their estates, their
creditors, and all parties in interest and should be approved.

                           * * *

Finding the relief requested necessary and in the best interest
of the Debtors, and their estates, creditors and other parties-
in-interest, Judge Gerber approves the Debtors' application to
employ and retain Arthur Andersen  as their auditors and
accounting, tax, and financial advisors nunc pro tunc to August
20, 2001.

Judge Gerber also authorizes the Debtors to indemnify and hold
harmless Andersen and its affiliates, their respective
directors, officers, agents, employees, and controlling persons,
and each of their respective successors and assigns, pursuant to
the indemnification provisions of the Engagement Letters but
subject to the following conditions:

A. all requests of Indemnified Persons for payment of indemnity,
   contribution, or otherwise pursuant to the indemnification
   provisions of the Engagement Letters shall be made by means
   of an Interim or Final Fee Application and shall be subject
   to the approval of, and review by, the Court to ensure that
   such payment conforms to the terms of the Engagement
   Letters, the Bankruptcy Code, the Bankruptcy Rules, the
   Local Bankruptcy Rules, and the orders of this Court, and
   is reasonable based upon the circumstances of the
   litigation or settlement in respect of which indemnity is
   sought; provided, however, that in no event shall an
   Indemnified Person be indemnified or receive contribution
   in the case of bad-faith, self-dealing, breach of fiduciary
   duty, if any, gross negligence, or willful misconduct on
   the part of that or any other Indemnified Person; and

B. in no event shall an Indemnified Person be indemnified or
   receive contribution or other payment under the
   indemnification provisions of the Engagement Letter if the
   Debtors, their estates, or the statutory creditors'
   committee appointed in these cases assert a claim for, and
   the Court determines by final order that such claim arose
   out of, bad faith, self-dealing, breach of fiduciary duty,
   if any, gross negligence, or willful misconduct on the part
   of that or any other Indemnified Person; and

C. in the event an Indemnified Person seeks reimbursement for
   attorneys' fees from the Debtors pursuant to the Engagement
   Letters, the invoices and supporting time records from such
   attorneys shall be annexed to Andersen's own Interim and
   Final Fee Applications, and such invoices and time records
   shall be subject to the United States Trustee's guidelines
   for compensation and reimbursement of expenses and the
   approval of the Bankruptcy Court under the standards of
   section 330 of the Bankruptcy Code without regard to
   whether such attorney has been retained under section 327
   of the Bankruptcy Code. (AMES Bankruptcy News, Issue No. 8;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMPEX CORP: Short-Term Notes' Maturity Extended through March 31
----------------------------------------------------------------
As previously disclosed, Ampex Corporation (Amex:AXC) is in
negotiation with its debt holders to restructure its
indebtedness. The Company's debt holders have agreed to defer
scheduled interest through January 31, 2002 on $44 million of
Senior Notes due 2003 and to extend the maturity date of certain
short term Notes to March 31, 2002 to provide time for the
Company to complete the restructuring.

Ampex reported a net loss from continuing operations of $1.2
million for the third quarter ended September 30, 2001, compared
to net income from continuing operations of $0.1 million for the
comparable quarter in 2000. Revenues from continuing operations,
consisting of royalty income, totaled $2.1 million in the third
quarter of 2001 and $2.9 million in the third quarter of 2000.

In the third quarter of 2001, losses from discontinued
operations and business held for sale declined to $0.7 million
from a loss of $10.5 million primarily reflecting the closure in
prior periods of the Company's Internet video operations and
disk array businesses.

The Company's subsidiary, Ampex Data Systems, which is currently
held for sale, obtained, in October, a $2.5 million short-term
line of credit. Data Systems believes this will provide adequate
liquidity pending completion of recently implemented operational
cost saving and inventory liquidation initiatives.

Revenues of Data Systems totaled $7.5 million in the third
quarter of 2001 compared to $11.5 million in the third quarter
of 2000. The effect of declining revenues was significantly
offset by cost reductions instituted by Data Systems earlier in
2001. Data Systems reported income (loss) from operations of
$(0.7) million in the third quarter of 2001, or $0.01 per
diluted share compared with $0.2 million in the third quarter of
2000. Data Systems operating results for the third quarter of
2001 included interest expense of $0.5 million or $0.01 per
diluted share compared to interest expense of $0.2 million in
the third quarter of the prior year.

Ampex Corporation, (www.Ampex.com), headquartered in Redwood
City, CA, is one of the world's leading innovators and licensors
of visual information technology.


ARGUS: Talks to Restructure Syndicated Credit Facility Ongoing
--------------------------------------------------------------
As a result of the continued softness in its business, Arguss
Communications, Inc. (NYSE: ACX) is in violation of certain
financial covenants in its syndicated credit facility. Arguss
has entered into a forbearance agreement with its lenders and
its currently negotiating a permanent restructuring of its
syndicated credit facility. Arguss continues to generate
substantial positive cash flow and has reduced outstanding debt
by nearly $25 million over the past year since September 30,
2000.

Arguss, through its Arguss Communications Group subsidiary, owns
companies that provide infrastructure services to the
telecommunications industry and through Conceptronic
manufacturers and sells highly advanced computer-controlled
equipment used in the surface mount electronics circuit assembly
industry.

ACG reported $7,166,000 of Earnings Before Interest, Taxes,
Depreciation, Amortization and stock compensation expense
(EBITDA) or 14.9% of telecom services net sales for the three
months ended September 30, 2001, compared to $16,679,000 or
22.7% of telecom services net sales for the three months ended
September 30, 2000. Arguss reported consolidated EBITDA for the
three months ended September 30, 2001 of $6,416,000 or 13.0% of
consolidated net sales, compared to $16,302,000 or 20.8% of
consolidated net sales for the three months ended September 30,
2000. Conceptronic had negative EBITDA of $852,000 for the three
months ended September 30, 2001, compared to negative EBITDA of
$377,000 for same period one year ago.

For the nine months ended September 30, 2001, ACG reported
$17,028,000 of EBITDA or 12.2% of telecom services net sales,
compared to $37,196,000 or 20.2% of telecom services net sales
for the nine months ended September 30, 2000. Arguss reported
consolidated EBITDA for the nine months ended September 30, 2001
of $14,334,000 or 9.8% of consolidated net sales, compared to
$36,433,000 or 18.2% of consolidated net sales for the nine
months ended September 30, 2000. Conceptronic had negative
EBITDA of $2,604,000 for the nine months ended September 30,
2001, compared to $763,000 in negative EBITDA for same period
one year ago.

Arguss reported consolidated net sales of $49,251,000 for the
three months ended September 30, 2001, compared to $78,532,000
for the three months ended September 30, 2000. Net loss for the
three months ended September 30, 2001 was $603,000 compared to
net income of $4,608,000 for the three months ended September
30, 2000. For the three months ended September 30, 2001, ACG had
pretax income of $1,151,000, which was offset by Conceptronic's
pretax loss of $972,000.

For the nine months ended September 30, 2001, Arguss reported
consolidated net sales of $146,688,000, compared to $200,685,000
for the nine months ended September 30, 2000. Net loss for the
nine months ended September 30, 2001 was $5,341,000 compared to
net income of $9,302,000 for the nine months ended September 30,
2000. ACG had a pretax loss of $2,051,000 for the nine months
ended September 30, 2001, while Conceptronic lost $2,938,000 on
a pretax basis for the same period.

The decline in sales and resulting impact on earnings were due
to a number of factors. The most significant factor was the
well-publicized slowdown in construction spending in the telecom
industry generally. In particular, ACG's largest customer, AT&T,
has significantly reduced its level of infrastructure activity
in most regions. As a result, AT&T represented only 11% of ACG's
revenue for the nine months ended September 30, 2001, compared
to 34% in the first nine months one year ago. Although ACG has
been able to develop revenues from new and other existing
customers, ACG has not been able to offset the reduced revenue
levels from AT&T. Conceptronic has had a difficult year with
revenue reduction of 58% due to weakness in circuit assembly
industry.

Rainer Bosselmann, Chairman and Chief Executive Officer of
Arguss said, "Arguss continues to diversify its customer base
and array of services including providing services to many of
the leading RBOC's - Regional Bell Operating Companies - who now
represent more than 10% of ACG's revenue base compared to 2% one
year ago.

"We believe that the long-term prospects of our 'blue chip'
customer base will lead to strong revenue growth when our
industry recovers. For the near term however, sales will
continue to be impacted by the ongoing industry-wide telecom
construction slowdown.

"Arguss has embarked on an aggressive cost containment program.
Subcontractor costs have been trimmed by nearly $29 million for
the nine months ended September 30, 2001. We have reduced our
employee count from 2,100 last year to approximately 1,600 at
the end of September."

Arguss provides infrastructure services for the leading cable
and telecommunications companies. Services include project
management, design, engineering, construction, and maintenance
of aerial, underground, wireless and premise facilities. Arguss
serves a broad customer base throughout the United States. The
Company's customers include AT&T Broadband, Adelphia
Communications, Charter Communications, AOL Time Warner, and
MetroCast. Further information is available on the company's Web
site at http://www.arguss.net


AT HOME CORP: Wants to Reject Pacts with Certain Cable Companies
----------------------------------------------------------------
Excite@Home (OTC Bulletin Board: ATHMQ) announced certain
operating results for the third quarter of 2001.  Complete
results will be available in the company's Form 10-Q, which the
company expects to file with the Securities and Exchange
Commission by November 19.  Highlights of the quarter include:

     -- Worldwide residential broadband subscribers totaled
4,162,000 as of September 30, an increase of approximately
486,000 during the quarter. Total residential subscribers in
North America were 3,690,000, an increase of approximately
417,000.

     -- Excite@Home's network and services operated in September
at the highest levels of reliability in the company's history.

     -- Excite@Home had $157.0 million in cash and short-term
investments as of September 30, of which $140.1 million was
unrestricted.

     -- Total revenue for the quarter was $138.4 million, of
which more than 85% was generated by the company's consumer
access and commercial services businesses.

     -- Net loss for the quarter was $271.3 million.  Net
operating loss, which excludes non-operating costs and certain
reorganization and other items, was $51.2.

Net operating loss excludes expenses for the write-down, cost
and amortization of goodwill, intangible assets and certain
other assets and acquisition-related amounts, restructuring
costs, and cost and amortization of distribution agreements, and
includes interest and other expense, net.

On September 28, 2001, Excite@Home and its wholly owned
subsidiaries (excluding certain foreign subsidiaries) filed
petitions for reorganization relief under chapter 11 of the
United States Bankruptcy Code.  On the same date, Excite@Home
also entered into an asset purchase agreement with AT&T for the
purchase by AT&T of substantially all of the assets and services
associated with Excite@Home's broadband internet access business
for $307 million and the assumption of certain liabilities.  The
transaction is subject to closing conditions including timely
approval by the bankruptcy court and competing offers or
overbids.

In October, Excite@Home entered into interim agreements revising
the terms under which it provides service to its North American
cable partners.  Under these agreements, payments for past
services were brought current and Excite@Home will receive
periodic up-front payments for subscriber revenues based on a
fixed amount of revenue per subscriber that is higher than the
revenue-share amounts historically received.  These interim
agreements expire on November 30, 2001, and there can be no
assurance that they will be extended or renewed.

Both Excite@Home and the creditor committee representing
Excite@Home's bondholders have filed motions in the bankruptcy
court seeking an order for Excite@Home to reject master
distribution agreements with certain cable companies.

               Trading in Excite@Home Securities

As previously announced, Excite@Home's Series A Common Stock is
now quoted on the Over-the-Counter Bulletin Board after being
delisted from the NASDAQ National Market on October 22, 2001.  
In addition, with respect to bondholders and stockholders who
hold @Home securities which were previously traded under Form S-
3 registration statements filed with the Securities and Exchange
Commission, the company announced that due to the bankruptcy
filing and related events these Form S-3 registration statements
are no longer available for purposes of trading in these
securities.  Certain of the convertible bonds remain eligible
for trading on the PORTAL market.  Any other trades in the
securities covered by these Form S-3 registration statements, or
other shares subject to trading restrictions, will need to be
made in compliance with applicable federal and state securities
laws.

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


BIRMINGHAM STEEL: AmeriSteel Agrees to Buy Cartersville Assets
--------------------------------------------------------------
Birmingham Steel Corporation (NYSE:BIR) announced it has signed
a definitive agreement to sell its mini-mill facility in
Cartersville, Georgia, to AmeriSteel Corporation, a U.S.
subsidiary of Gerdau S.A. (NYSE:GGB) of Rio de Janeiro, Brazil.
The terms of the transaction were not disclosed. The Company
said the transaction is expected to close prior to December 31,
2001.

The transaction is subject to certain conditions, which include
obtaining regulatory approvals and approval by the lenders of
Birmingham Steel and Birmingham Southeast, LLC.  The
Cartersville operation is part of BSE, LLC, an entity that is
85%-owned by Birmingham Steel and 15%-owned by IVACO, Inc.

John D. Correnti, Chairman and Chief Executive Officer of
Birmingham Steel, commented, "Because of current economic
conditions in the U.S., we believe the sale of Cartersville is
in the best long-term interests of Birmingham Steel and BSE,
LLC. The transaction with AmeriSteel will allow Birmingham Steel
to significantly reduce outstanding debt and lease obligations
and also decrease cash requirements for working capital."

Correnti stated, "Although we have been pleased with the
improvements in costs and operating efficiencies during the past
year, the Cartersville facility continues to be hampered by
prevailing market conditions in the steel industry. Because of
the distressed market conditions, Cartersville is currently
operating below optimum capacity. Furthermore, we expect
business conditions in the steel industry will remain
challenging through the first half of 2002."

Under previous management, Birmingham Steel acquired the
Cartersville operation in December 1996 and, in 1997, began
installation of a rolling mill to produce a wide range of mid-
section merchant steel products. Following significant
construction cost overruns, an extended operational start-up
phase and a change in management for both the Company and the
Cartersville operation, the rolling mill reached commercially
viable production capability in August 2000. However,
coincidental with the completion of start-up operations, a surge
in steel imports began a prolonged period of economic decline in
the U.S. steel industry that continues today. Correnti said, "We
appreciate the efforts of the Cartersville workforce, which has
achieved productivity goals and performed admirably during
difficult circumstances."

Correnti noted that the sale of Cartersville will improve the
Company's overall financial position and should have a positive
impact on future discussions with its lenders. Correnti said the
Company is continuing discussions with its lenders regarding the
restructuring of debt or extension of certain debt maturities.
Correnti said the Company expects to remain in compliance with
all covenants pursuant to its debt agreements. "We appreciate
the past support of our lenders during very difficult times in
the industry, and we will continue to seek their support in the
days ahead," said Correnti.

Correnti stated, "We believe the debt reduction and cash
improvements that will be realized as a result of the
Cartersville sale are positive developments for Birmingham Steel
and BSE, LLC. The proposed transaction is consistent with our
strategy to return to profitability. Correnti noted that, with
the exception of Cartersville, the Company's other core
operations were profitable for the past two quarters. "We
believe the sale of Cartersville will result in enhanced
business and financial opportunities for Birmingham Steel,"
Correnti concluded.

Birmingham Steel operates in the mini-mill segment of the steel
industry. Birmingham Steel's stock is traded on the New York
Stock Exchange under the symbol "BIR."


BRIDGE INFORMATION: Wants to Reject 2 Pacts with Hughes Network
---------------------------------------------------------------
Bridge Information Systems, Inc., and its debtor-affiliates seek
an order approving the rejection of these contracts:

Counterparty            Title of Contract                  Date
------------            -----------------                  ----
Hughes Network Systems  DirectPC Professional Services  10/02/98
                        Data Network Agreement

Hughes Network Systems  Customer Agreement              10/28/98
                        for equipment and software

According to Gregory D. Willard, Esq., at Bryan Cave LLP, St.
Louis, Missouri, the Debtors received satellite data broadcast
services, computer equipment and software licenses from Hughes
Network Systems pursuant to these contracts.

The Debtors decided to reject these contracts because:

    (a) it is no longer in their best interests to maintain
        these contracts;

    (b) the contracts are unprofitable to the Debtors; and

    (c) the goods and/or services provided to the Debtors under
        the contracts are not necessary for the Debtors' ongoing
        operations and businesses.

If these contracts are rejected, Mr. Willard says, the Debtors
will be able to save in excess of $180,000 per month.

Thus, the Debtors ask Judge McDonald to approve the rejection of
these contracts effective as of October 18, 2001.  In addition,
the Debtors request the Court to require Hughes Network Systems
to pay over to the Debtors any and all amounts paid by the
Debtors to Hughes Network Systems in respect of services
provided under the contracts subsequent to the Rejection Date.
(Bridge Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


BURLINGTON INDUSTRIES: Books a Net Loss of $76MM in 3rd Quarter
---------------------------------------------------------------
Burlington Industries, Inc. (NYSE: BUR) reported a net loss of
$76.7 million for the September quarter, compared to a net loss
of $523.7 million in the same quarter last year.  Both the
fourth quarter and fiscal year 2000 and 2001 include significant
items which make comparisons difficult, such as amortization of
goodwill, joint venture results, gains on asset sales and other
income, curtailment costs resulting from managed inventory
reductions and restructuring and run-out costs related to
restructuring.

The September 2001 quarter results include, among other things,
$65.5 million after tax of restructuring and run-out expenses.

The September 2000 quarter results included, among other things,
the net effect of the following items on an after tax basis:

     -- $49.7 million restructuring and run-out expenses

     -- $463.2 million one-time write off of historic enterprise
        goodwill.

Net sales for the fourth quarter of fiscal 2001 were $327.1
million, compared with $427.2 million in the fourth quarter of
fiscal 2000. Approximately $57 million of the sales reduction
relates to businesses sold or closed during the fiscal year.

For the full fiscal year 2001, there was a net loss of $91.1
million compared with a net loss of $527.0 million in the same
period in 2000.  Fiscal year 2001 results include among other
things, the net effect of the following items on an after tax
basis:

     -- $72.6 million restructuring and run-out expenses

     -- $8.0 million gains from asset sales and interest income
        related to a Mexican value added tax refund.

In comparison, fiscal year 2000 included, among other things,
the net effect of the following items on an after tax basis:

     -- $53.1 million restructuring and run-out expenses

     -- $463.2 million one-time write off of historic enterprise
        goodwill.

Net sales for fiscal year 2001 were $1,403.9 million compared
with $1,620.2 million for fiscal year 2000.  Approximately $139
million of the sales reduction relates to businesses sold or
closed in the fiscal year.

Operational restructuring will continue in 2002 with additional
capacity reductions, product rationalization and related asset
sales.   Restructuring charges and run-out expenses of $65.5
million, after tax, were recorded in September 2001.  Additional
restructuring charges are anticipated in 2002 as the
restructuring is completed.  The cash impact of restructuring in
2002 is expected to be slightly positive.

Douglas J. McGregor, President and Chief Operating Officer,
said, "2001 was a difficult year caused by continued economic
decline and slowing retail activity.  Despite these conditions,
we were able to achieve significant working capital reductions,
including $71 million reduction in inventories from a year ago.  
Improvements in our operations and asset sales generated
substantial cash, which provided us the flexibility to pay down
debt and initiate other restructuring activities.  The company
has approximately $60 million cash on hand as of [Thurs]day.

"Our restructuring efforts have included reducing our capacities
as demand declined and exiting several low-margin product lines.  
We will continue to review our capacities in light of continued
economic uncertainty in order to maintain lower inventories and
increase profitability."

Commenting further, George W. Henderson, III, Chairman and Chief
Executive Officer, said, "Our earnings results for 2001 were
disappointing.  We experienced continued slowing in the fourth
quarter and began taking the necessary restructuring actions.
The general outlook since September has worsened and we can no
longer afford the time needed to incrementally transition our
company.  For this reason, we took the difficult, but necessary,
action today to file voluntary petitions for reorganization.  
Our working capital and operational improvements achieved this
year have provided us sufficient liquidity to pursue the
aggressive actions necessary to return the company to a sound
financial position."

In a separate release Thursday, Burlington Industries announced
that it and certain of its U.S. subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in order to accelerate changes to its business
model and facilitate a financial restructuring of the company's
debt.

Burlington Industries, Inc. is one of the world's largest and
most diversified manufacturers of softgoods for apparel and
interior furnishings.


BURNHAM PACIFIC: Raises $600M from Liquidation of 32 Properties
---------------------------------------------------------------
Burnham Pacific Properties, Inc. (NYSE: BPP) announced operating
results for the third quarter ended September 30, 2001.

                        Review of Results

For the third quarter ended September 30, 2001, total revenues
decreased $17,248,000 to $13,352,000 from $30,600,000 in the
third quarter of 2000. This decrease is primarily attributable
to asset sales completed since June of 2000. Net income
available to common stockholders for the three months ended
September 30, 2001 was $3,799,000 as compared to a net loss of
$39,133,000 for the third quarter of 2000.  The 2000 three month
period was favorably impacted by a net gain on sales of real
estate of $832,000.  The 2000 three month period was unfavorably
impacted by litigation expenses of $977,000, costs of $3,320,000
associated with the Company's pursuit of its strategic
alternatives, a restructuring charge of $2,144,000 for costs
associated with the termination of the Company's joint venture
with the State of California Public Employees' Retirement System
("CalPERS"), and an impairment write-off of $32,330,000 taken in
connection with the Company's plan to liquidate.  In addition,
because of its adoption of the liquidation basis of accounting
on December 15, 2000, the Company has not recorded depreciation
expense in 2001.  In the 2000 three month period, the Company
recorded depreciation and amortization expense of $6,567,000.

For the nine months ended September 30, 2001, total revenues
decreased $38,982,000 to $52,328,000 from $91,310,000 for the
nine months ended September 30, 2000.  Rental revenues decreased
$38,526,000 primarily as a result of asset sales completed since
September of 2000.  Management fee income decreased $803,000 as
a result of the termination of the Company's former joint
venture with CalPERS in September of 2000.

Net income available to common stockholders for the nine months
ended September 30, 2001 was $10,450,000 as compared to a net
loss of $42,936,000 for the nine months ended September 30,
2000.  The 2000 nine month period was favorably impacted by a
net gain on sales of real estate of $1,226,000.  The 2000 nine
month period was unfavorably impacted by litigation expenses of
$3,613,000, costs of $4,642,000 associated with the Company's
pursuit of its strategic alternatives, a restructuring charge of
$2,144,000 for costs associated with the termination of the
Company's joint venture with CalPERS, and an impairment write-
off of $32,330,000 taken in connection with the Company's plan
to liquidate.  In addition, because of its adoption of the
liquidation basis of accounting on December 15, 2000, the
Company has not recorded depreciation expense in 2001.  In the
2000 nine month period, the Company recorded depreciation and
amortization expense of $19,960,000.

                    Funds From Operations

The Company historically reported Funds From Operations (FFO)
because it is generally accepted in the real estate investment
trust (REIT) industry as a meaningful supplemental measure of
performance.  However, because the Company is implementing its
Plan of Complete Liquidation and Dissolution, it no longer
believes that FFO is meaningful to understanding its performance
and is therefore no longer reporting FFO.

          Adjustment to Liquidation Basis of Accounting

As a result of the adoption of the Plan of Liquidation by the
Company's Board of Directors and its approval by the Company's
stockholders, the Company adopted the liquidation basis of
accounting for all periods subsequent to December 15, 2000.  
Accordingly, on December 16, 2000, assets were adjusted to
estimated net realizable value and liabilities were adjusted to
estimated settlement amounts, including estimated costs
associated with carrying out the liquidation.

The valuation of real estate held for sale as of September 30,
2001 is based on current contracts, estimates as determined by
independent appraisals or other indications of sales value.  As
a result, this valuation is only an estimate and the actual
aggregate amount realized by the Company upon the sale of its
assets may be materially different from this estimate.  Factors
that may cause such a variation include, among other factors,
general economic conditions in the Company's markets, including
continued economic effects resulting from the September 11, 2001
terrorist incidents and tenant financial difficulties, as well
as the possibility that assets currently under contract may not
be sold on the terms currently provided in those contracts or at
all. This valuation is net of (i) estimated selling costs and
(ii) anticipated capital expenditures of approximately
$10,804,000 during the remaining liquidation period.

The net adjustment at December 16, 2000, required to convert
from the going concern (historical cost) basis to the
liquidation basis of accounting, amounted to a negative
adjustment of $85,228,000, which is included in the December 31,
2000 Consolidated Statement of Changes in Net Assets
(liquidation basis).  

Adjusting assets to estimated net realizable value resulted in
the write-up of certain real estate properties and the write-
down of other real estate properties.  The anticipated gains
associated with the write-up of certain properties have been
deferred until their sales, and the anticipated losses
associated with the write-down of other certain properties have
been included in the Consolidated Statement of Changes of Net
Assets.

Under the liquidation basis of accounting, the Company is
required to estimate and accrue the costs associated with
executing the Plan of Liquidation.  These amounts can vary
significantly due to, among other things, the timing and
realized proceeds from property sales, the costs of retaining
personnel and one or more trustees to oversee the liquidation,
the cost of insurance, the timing and amounts associated with
discharging known and contingent liabilities and the costs
associated with cessation of the Company's operations.  These
costs are estimates and are expected to be paid during the
liquidation period.

                         Dispositions

Since the adoption of the Plan of Liquidation by the Company's
Board of Directors in August 2000 through September 30, 2001,
the Company has sold 32 properties for aggregate proceeds of
approximately $599,226,000, consisting of approximately
$365,763,000 in cash and the assumption of approximately
$233,463,000 of liabilities.  The Company applied approximately
$126,000,000 of the cash proceeds to redeem all of the Company's
outstanding preferred equity, approximately $1,455,000 to redeem
units of limited partnership interests, and approximately
$200,504,000 to further reduce the Company's outstanding
indebtedness.  The remainder was used for capital improvements
in development and redevelopment properties, litigation costs,
severance and other liquidation costs, and the repayment of
other obligations.

On August 9, 2001, the Company sold Olympiad Plaza for
approximately $11,763,000.  This transaction represents a
portion of the portfolio targeted for sale under the previously
announced agreement with Prudential Insurance Company of
America.

On September 27, 2001, the Company sold the Keizer Creekside
shopping center for approximately $5,898,000.

                         Subsequent Event

On October 12, 2001, the Company sold 2.9 acres of undeveloped
land located in Pleasant Hill, California for approximately
$2,200,000.

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


CARONDELET HEALTH: Tenet Takes Over 2 Daniel Freeman Hospitals
--------------------------------------------------------------
Tenet Healthcare Corp. (NYSE:THC) announced that it has added
new commitments to the community regarding health-care services
and employment opportunities as part of the acquisition by a
Tenet subsidiary of the two Daniel Freeman Hospitals in
Inglewood and Marina del Rey, Calif., from Carondelet Health
Systems.

The announcement came as state Attorney General Bill Lockyer
heard testimony at a second public meeting in Inglewood on
Tenet's purchase of 358-bed Daniel Freeman Memorial Hospital in
Inglewood and 166-bed Daniel Freeman Marina Hospital in Marina
del Rey. The Daniel Freeman hospitals are managed by St. Louis-
based Carondelet for the Sisters of St. Joseph of Carondelet.
The Sisters, an order of Catholic nuns, founded the Inglewood
facility and later acquired the Marina del Rey hospital.

As part of its new commitments to the community, Tenet has
agreed to:

     -- Extend its commitment to maintain emergency services at
Daniel Freeman Memorial Hospital from a minimum of two years to
at least five years;

     -- Extend its commitment to provide obstetrical and
neonatal intensive care services in the Inglewood community from
a minimum of three years to at least five years;

     -- Hold a job fair in Inglewood early in 2002 to inform
community residents of vacancies and openings at Tenet's other
Southern California facilities;

     -- As part of the job fair, offer retraining opportunities
for Inglewood residents seeking to change careers and enter the
health-care field.

"We're very pleased to be able to make these additional
commitments to the Daniel Freeman community," said Neil M.
Sorrentino, executive vice president of Tenet's Western
Division. "Our intention in extending our original commitments
on emergency services and obstetrics is to show that we are
committed to meeting the health-care needs of the Daniel Freeman
community. And by holding a job fair, we are affirming our
commitment to provide rewarding employment opportunities for
Inglewood residents."

Sorrentino added, "We want residents to know that we have heard
their issues and concerns, and we look forward to working
closely with them in the future to create a stronger and better
health-care system for Inglewood and southwest Los Angeles."

Timely completion of the transaction is of vital importance,
given the hospitals' worsening financial condition. "In recent
months, the financial performance of the hospitals has weakened
to the extent that, if the sale to Tenet is not completed by the
end of this calendar year, in January we will be forced to
consider bankruptcy and closure of the hospitals," said Cathy
Fickes, chief executive officer of the Daniel Freeman Hospitals.

Tenet Healthcare, through its subsidiaries, owns and operates
114 acute care hospitals with 28,256 beds and numerous related
health-care services. The company employs approximately 111,500
people serving communities in 17 states and services its
hospitals from a Dallas-based operations center. Tenet's name
reflects its core business philosophy: the importance of shared
values among partners -- including employees, physicians,
insurers and communities -- in providing a full spectrum of
health care. Tenet can be found on the World Wide Web at
http://www.tenethealth.com


COHO ENERGY: Weighs Options to Avoid Default Under Credit Pact
--------------------------------------------------------------
Coho Energy, Inc. (OTCBB:CHOH) announced its financial and
operating results for the quarter ended September 30, 2001.

Daily barrel of oil equivalent production has increased from
10,749 BOEPD for the three months ended September 30, 2000 to
11,025 for the three months ended September 30, 2001. Cash flow
provided by operating activities (before working capital
adjustments) was $6.7 million for the current three month period
as compared to cash flow provided by operating activities of
$8.2 million for the same three-month period in 2000. Earnings
before interest, taxes, depreciation, amortization,
reorganization costs, and gain/loss on standby loan embedded
derivative were $10.4 million for the current three-month period
compared to $12.6 million for the same period in 2000. For the
three months ended September 30, 2001 the Company reported a net
loss of $1.4 million as compared with a net loss of $23.0
million in the same period in 2000.

Operating revenues decreased 10% from $21.9 million during the
third quarter of 2000 to $19.7 million during the third quarter
of 2001, even though there was an overall increase in
production, primarily due to a 11% decrease in the price
received for crude oil and a 29% decrease in the price received
for natural gas, both including hedging losses. Production
expenses increased 12% from $6.1 million during the third
quarter of 2000 to $6.8 million during the third quarter of 2001
primarily due to increases in crude oil production and increases
in electrical and well repair costs. During the third quarter of
2001, the Company recognized a gain of $1.1 million on its
standby loan embedded derivative as compared to a loss of $22.5
million on the standby loan embedded derivative in the third
quarter of 2000.

As of September 30, 2001, the Company had issued senior
subordinated notes with principal amounts aggregating $93.5
million. These senior subordinated notes, herein referred to as
the "standby loan," bear interest at a minimum annual rate of
15% plus additional contingent interest, after March 31, 2001,
in an amount equal to 1/2% for every $.25 that the actual price
for the Company's crude oil and natural gas production exceeds
$15 per barrel of oil equivalent up to a maximum of 10%
additional interest per year. Any time the average realized
price exceeds $20 per barrel of oil equivalent, the Company will
have to pay the 10% maximum additional interest. This additional
contingent interest feature of the standby loan is considered to
be an embedded derivative under SFAS No. 133 whereby the fair
value of the additional contingent interest is recorded as a
liability on the balance sheet and the subsequent changes in
fair value are recognized through earnings. The fair market
value of the estimated future contingent interest payments of
$17.7 million as of September 30, 2001 is recorded as a long
term derivative liability on the balance sheet.

As previously disclosed in the Company's press release dated
November 6, 2001, the Company has been notified of a borrowing
base deficiency on the Company's revolving credit facility as a
result of the redetermination of the borrowing base to $175
million. Outstanding borrowings under the credit facility are
currently $195 million. The Company intends to cure the
borrowing base deficiency within the 90-day cure period provided
in its credit facility by selling a portion of its oil and gas
assets and applying the sales proceeds to reduce its outstanding
borrowings under the facility.

The Company may not be able to consummate a sale or sales of a
portion of its oil and gas assets to cure the borrowing base
deficiency within the prescribed 90-day period, in which case an
event of default under the credit facility would occur. The
Company intends to explore other available alternatives to avoid
a default under its revolving credit facility if the Company is
unable to cure the deficiency by means of a property sale.

During the third quarter of 2001, the Company focused its
development drilling activities in its Oklahoma fields due to
capital constraints and the anticipated sale of its Mississippi
properties. The Company continued the expansion of the existing
waterflood project in the Tatums unit with the completion of
five producing oil wells, three service wells and one dry hole
during the third quarter. The average daily production for the
Tatums field has increased from an average of 605 BOEPD in the
fourth quarter of 2000 to 708 BOEPD in the third quarter of 2001
due to the expansion of the waterflood project in 2001. The
Company also drilled a producing oil well, the Feagin No.13, to
complete the shallow Ponotoc waterflood project in the Jennings-
Deese field that had been initiated in the first quarter of 2001
through the drilling of three water injection wells. In
addition, the Company was able to deepen this well to the Hoxbar
reservoir that had not been previously tested in this area. The
Feagin No.13 well is currently producing 102 BOEPD net to our
interest from the Hoxbar and Pontotoc formations. The Company
believes there are additional development locations in the
Pontotoc and Hoxbar reservoirs, including one offset location
that will be drilled in the fourth quarter of 2001.

At September 30, 2001, the Company was in the process of
completing the Story No.4 well, a development well in the Eola
field, and had initiated drilling of the Jarman No.2 well late
in September 2001, an exploratory well in the Eola field. These
wells were selected because the Company owns high working
interests in both wells (98.9% and 95% working interests in the
Story No.4 and the Jarman No.2, respectively) and both wells
should produce in economically attractive quantities if
completions are successful.

The Story No.4 well is a development well offsetting the Jones
"E" No.1 well. The Jones "E" No.1 was completed as a producing
well in March of this year in the Upper McLish reservoir in the
Eola field and has been producing at approximately 232 BOPD net
to our interest without any significant production decline since
it began producing. The Story No.4 was directionally drilled to
8,000 feet to develop the Upper McLish and Basal Bromide
reservoirs but at a lateral extension of the reservoirs from the
Jones "E" No.1 well. The Story No.4 penetrated these objective
sections and log interpretations indicated that three separate
intervals were oil productive. The Company is currently
preparing to stimulate the productive intervals and to move in
pumping equipment to place the well on production.

The Jarman No.2 well was chosen to develop a separate fault
block of the Basal Oil Creek sand in the Eola field. Drilling
was continuing on this well at the end of October 2001 with
expected completion in mid-November if the well is successful.

Coho Energy, Inc. is a Dallas based oil and gas producer
focusing on exploitation of underdeveloped oil properties in
Oklahoma and Mississippi.


CONSOLIDATED CONTAINER: S&P Pulls Low-B Ratings a Notch Lower
-------------------------------------------------------------
Standard & Poor's lowered its ratings on Consolidated Container
Company LLC and its wholly owned subsidiary, Consolidated
Container Capital Inc. The outlook is negative.

The ratings action reflects increased concerns regarding the
company's weaker-than-expected financial performance due to
operating challenges faced in several new product introductions
and recent plant rationalizations. Consequently, the company is
in violation of its financial covenants and is seeking a waiver
from its senior lenders. While this development elevates near-
term credit concerns, Standard & Poor's expects that the company
will be able to successfully obtain the necessary waivers and
amendments to its bank facility to maintain acceptable liquidity
until operating results can be improved.

The ratings are supported by Consolidated's fair business risk
profile as a producer of rigid plastic containers for a variety
of consumer products, including dairy, water, foods, beverages,
household and agricultural chemicals, and motor oil. Significant
market shares in several categories, strategically located
facilities (including numerous operations on site at customers'
plants), and long-established relationships with key market
customers provide some barriers to entry in this highly
fragmented and competitive industry. End markets are mostly
stable, but product diversity is limited and customer
concentration is high.

Recently, the company has faced unforeseen technical challenges,
higher start-up costs, and resultant customer claim settlements
related to new product introductions, through the second half of
2001. In addition, difficulties in the implementation of plant
rationalizations and relatively higher utility and maintenance
expenses have increased operating costs significantly. A
confluence of these factors has adversely affected
Consolidated's profitability and resulted in a weakened
financial profile, with funds from operations to total adjusted
debt (adjusted for capitalization of operating leases) below 10%
and EBITDA to interest coverage below 2 times, as at September
30, 2001.

The ratings incorporate Standard & Poor's expectations that
newly appointed management's strategic initiatives and ongoing
productivity improvement measures will preserve the company's
solid market position and gradually restore profitability during
the next year. Lower capital spending, stable revenues from
existing customers, and moderating raw material prices
(primarily plastic resins) provide some support. Accordingly,
key credit protection measures, including the ratio of EBITDA to
interest and funds from operations to total adjusted debt, are
expected to improve to appropriate levels of above 2x and near
15%, respectively.

                        Outlook: Negative

The ratings could be lowered further if management's strategic
initiatives to improve its operating performance and financial
flexibility are unsuccessful, and the company is unable to
improve key credit measures to appropriate levels in the next
year.

              Ratings Lowered, Outlook Is Negative

     Consolidated Container Company LLC      TO        FROM
       Corporate credit rating               B+        BB-
       Senior secured bank loan              B+        BB-
       Senior subordinated debt              B-        B

     Consolidated Container Capital Inc.
       Corporate credit rating               B+        BB-
       Senior subordinated debt              B-        B
         (Co-issued by Consolidated
          Container Company LLC)


COVAD COMMS: Secures Approval of Amended Disclosure Statement
-------------------------------------------------------------
Covad Communications Group, Inc., and it debtor-affiliates'
Disclosure Statement, as modified to include additional
information objectors want to see included in the document,
contains adequate information as required under 11 U.S.C. Sec.
1125, Judge Farnan finds.  The Disclosure Statement contains
adequate information to allow creditors to make informed
ecisions when they cast their ballots and vote to accept or
reject the Plan.  To the extent that additional language in the
Disclosure Statement does not resolve a creditors' disclosure-
related objection, that objection is overruled.  Judge Farnan
made it clear that the Confirmation Hearing is the appropriate
time and place to talk about the merits of the Plan. (Covad
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


EXODUS COMMS: Seeks Approval of 200 North Sale-Leaseback Deal
-------------------------------------------------------------
Exodus Communications, Inc., and its debtor-affiliates request
an entry of an order approving the sale of the Debtors' real
property and certain related assets as described in a Purchase
and Sale Agreement, by and between the Debtors and 200 North
Nash Associates, LLC; and approving an expense reimbursement fee
in connection therewith. The Debtors also request entry of an
order authorizing the Debtors to enter into a leaseback
transaction with Nash, whereby the Debtors will lease a portion
of the Property, on the terms set forth in the letter of intent
dated August 24, 2001, as modified by the letter of intent dated
September 24, 2001 as shall be definitively described in the
Leaseback Agreement.

Mark S. Chehi, Esq., at Skaden Arps Slate Meagher & Flom, LLP,
in Wilmington, Delaware, tells the Court that the Property is
composed of several parcels of land, which houses an IDC on a
portion of the Property commonly known as "LA1," while the
balance of the property, contains a vacant warehouse that the
Debtors previously planned to develop into an IDC commonly known
as "LA2." Mr. Hurst submits that the IDC on LA1 is utilized to
support Exodus' web hosting infrastructure services while
ownership of LA2 is deemed unnecessary as the Debtors no longer
intend to build an IDC or other facility on such property. The
Debtors also have determined that continuing fee ownership of
LA1 is unnecessary in order to maintain the IDC currently
operating on the property and that it is in the best interests
of the Debtors' estates to enter into a lease with respect to
this property.

Prior to the Petition Date, the Debtors and their professionals
engaged in an extensive process to solicit offers with respect
to the Property and identified approximately 20 prospective
purchasers for the Property, and caused an offering memorandum
with respect to the Property to be prepared and distributed to
such prospective purchasers. Of these prospective purchasers,
Mr. Hurst says that approximately ten responded with various
proposals to purchase and leaseback the property. The Debtors
concluded, based on the expressed interest, that Nash's proposal
to purchase the Property, including its proposal to leaseback
LA1 to Exodus and offer an attractive option to repurchase LA1
was the highest and best offer for such assets, and therefore
selected Nash's offer as a "stalking horse" for soliciting
competitive bids from other interested parties. Mr. Hurst
relates that the parties subsequently negotiated and agreed upon
the terms of the Purchase and Sale Agreement, dated October 26,
2001, by and between the Debtors and Nash.

The following is a brief summary of the terms of the Purchase
and Sale Agreement and the Leaseback Agreement:

A. Purchased Assets - Nash will purchase the real property,
   together with all improvements thereon, located at 200-202
   North Nash Street, El Segundo, California.

B. Consideration - The purchase price shall be $14,300,000,
   payable in cash at closing.

C. Proposed Closing Date. The proposed closing date shall be on
   the date that is ten days after the later of expiration of
   the Property Approval Period and Final Approval by the
   Court, or at such earlier date as the Debtors and Nash
   agree upon in writing.

D. Leaseback - Nash and Exodus will enter into a triple net
   lease with respect to the real property known as LA1, with
   annual rent of $1,363,332 for the first year, to be adjusted
   thereafter pursuant to the terms of the Leaseback
   Agreement. The initial term will be fifteen years, with
   two, ten-year options to renew the lease term at market
   rent. Exodus shall post a declining letter of credit for
   $2,726,664 in connection therewith. Exodus shall have an
   option to purchase the premises during the second year of
   the lease term for $10,000,000.

E. Expense Reimbursement Fee. If Nash is outbid by a Court-
   approved Successful Bidder, Nash shall receive an Expense
   Reimbursement Fee of up to $75,000 as reimbursement for
   third-party costs incurred in connection with its due
   diligence relating to the Property.

In the event there are any inconsistencies between the Purchase
and Sale Agreement, the Leaseback Agreement and the summary, Mr.
Chehi submits that the terms of the Purchase and Sale Agreement
and the Leaseback Agreement shall control.

The Debtors have determined, in their business judgment, that
sale of the Property, and entry into the Leaseback will be in
the best interests of the estates and will serve to maximize
value for parties in interest as they no longer have a business
need to own the Property so that they may continue their
operations at LA1, without incurring additional costs for
maintaining the remainder of the Property. At the same time, the
Debtors will receive a substantial cash infusion from the sale
of the Property that will assist their efforts to reorganize
their businesses and successfully emerge from the chapter 11
process. Moreover, the Debtors have determined that the
provisions of the Leaseback Agreement are particularly
attractive as the Leaseback Agreement will permit the repurchase
of the property relating to LA1 for $10,000,000 in the second
year of the lease term a price that may be substantially below
prevailing market terms.  (Exodus Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Taps Ernst & Young as Independent Auditors
---------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates present the
Court with their application to employ and retain Ernst & Young
as Independent Auditors and as Accounting, Tax, Valuation and
Actuarial Advisors, nunc pro tunc to October 1, 2001.

James J. Zamoyski, the Debtors' Senior Vice President & General
Counsel, relates that Ernst & Young has a wealth of experience
in providing independent auditing and accounting, tax, valuation
and actuarial advising services in restructurings and
reorganizations 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 Debtors submit that the services of Ernst & Young are
necessary to enable them to maximize the value of their estates
and to reorganize successfully. The Debtors believe that Ernst &
Young is well qualified and able to provide services to the
Debtors in a cost-effective, efficient, and timely manner. Ernst
& Young has indicated a willingness to act on behalf of the
Debtors and to subject itself to the jurisdiction and
supervision of the Court. Furthermore, Mr. Zamoyski says that
Ernst & Young has been providing services to the Debtors for
more than 50 years and is familiar with the Debtors and their
businesses.

Mr. Zamoyski informs the Court that Ernst & Young will provide
such Independent Auditing and Accounting, Tax, Valuation and
Actuarial services as Ernst & Young and the Debtors shall deem
appropriate and feasible in order to advise the Debtors in the
course of these chapter 11 cases, including:

A. Accounting and Auditing Services:

       1. Accounting assistance and extended auditing procedures
          for the review of any new debt/financing agreements
          for accounting disclosure and required separate
          financial statement information, if any; review of the
          Debtors' long-lived asset impairment analysis;
          deferred tax assets; going concern review; and
          analysis of accounting and reporting disclosure
          related issues related to any financial restructuring;

       2. accounting assistance associated with the review of
          the closing balance sheet for Federal-Mogul Aviation;

       3. audit and report on the consolidated financial
          statements of the Debtors for the year ending in
          December 31, 2001;

       4. accounting and auditing services in connection with
          SEC filings and accounting research projects;

       5. audit opinion on the financial statements of the
          following subsidiaries for the filing of financial
          statements pursuant to SEC Rule 3-16 with its Form
          10-K:

          a. report on the consolidated financial statements of
             Federal-Mogul Products, Inc, and Federal-Mogul
             Ignition Company for the year ending December 31,
             2001;

          b. audit and report on the consolidated financial
             statements of T&N Industries, Ire., and
             Federal-Mogul Powertrain, Inc. for the year ended
             December 31, 2001; and

          c. audit and report on the financial statements of
             Federal-Mogul Piston Ring, Inc. for the years
             ended December 31, 2001, 2000, and 1999; and

       6. audit assistance at the Boyertown, Smithville and St.
          Louis locations performed at the request of the
          Debtors' internal audit director.

B. Actuarial Services:

       1. Actuarial services to the Debtors, pertaining to the
          actuarial valuation of the FASB No. 106 liability for
          the year ending December 31, 2001. The fees for this
          service will be billed based on hours incurred by
          Ernst & Young professionals at their hourly rates.

C. Tax Advisory and Related Valuation Services:

       1. Preparation of the Federal income tax return as it
          relates to international tax matters, including:

          a. Forms 5471 and Forms 8865 related to controlled
             foreign corporations, including determination of
             earnings and profits and foreign tax credit
             limitation categories;

          b. Determination of E&P and related foreign taxes for
             non-controlled 902 corporations;

          c. Determination of international schedule M-1 items,
             including dividends from foreign corporations,
             subpart F and other deemed paid foreign dividend
             inclusions, gain or loss on the distribution of
             previously taxed income, and (d) income from
             foreign branches and partnerships and gain or
             loss on branch and partnership remittances;

          d. Form 1118, Forms 1120-F, Form 5713, Form TDF 90-
             22.11; and

          e. Forms 926, 966, 8862, and international elections
             and statements.

       2. Assigning staff to the U.S. Debtors for assistance in
          completing ministerial and administrative tasks
          related to the preparation of state and local income
          and franchise tax returns, including:

          a. Preparation of state and local income and/or
             franchise tax estimated payments and extensions
             using client's computer software and hardware;

          b. Reconciliation of data received pursuant to Data
             Request Packages prepared and sent out to
             locations by client to trial balance amounts and
             resolution of non-reconciling items with the
             particular locations;

          c. Input of data into InSource System and
             reconciliation of data to InSource System output;

          d. Preparation of state and local income and/or
             franchise tax annual returns using client's
             computer software and hardware;

          e. Preparation of miscellaneous state and local
             reports including, but not limited to, Annual
             Reports, Unclaimed Property Reports, Intangibles
             Tax reports and license tax reports;

          f. Correspondence with state authorities relating to
             miscellaneous reports including, but not limited
             to, Annual Reports, Unclaimed Property Reports,
             Intangibles Tax Reports and License Tax Reports,
             but only notices received on or after August 6,
             2001 will be considered part of the covered
             services. E&Y will maintain a log regarding the
             status of the correspondence; and

          g. Correspondence with state taxing authorities on
             notices relating to income/franchise tax returns
             that request data for a single year only and
             Pennsylvania Settlement Notices relating to
             Pennsylvania Corporate Reports prepared by Ernst
             & Young. Out-of-scope services include formal
             audit examinations or issues regarding the
             acquisition of the Fel-Pro, T&N or Cooper
             entities. Ernst & Young will maintain a log
             regarding the status of correspondence.

       3. Assisting Federal-Mogul in the automation of its use
          tax accrual function; determining whether sales and
          use tax refund opportunities are available to the U.S.
          Debtors' North American facilities and obtaining such
          refunds from all open periods; and providing personnel
          to assist Federal-Mogul in centralizing its sales and
          use tax compliance function with its shared services
          center in St. Louis, Missouri.

       4. Other tax consulting and related valuation allowance
          services, including:

          a. Working with appropriate personnel and/or agents of
             the Debtors in developing an understanding of the
             tax issues and options related to the Debtors'
             recent Chapter 11 filings, including
             understanding reorganization and/or restructuring
             alternatives the Debtors are evaluating with
             their existing bondholders, or other creditors,
             that may result in a change in the equity,
             capitalization and/or ownership of the shares of
             the Debtors or their assets;

          b. Assisting and advising the Debtors in their
             bankruptcy restructuring objectives and
             post-bankruptcy operations by determining the
             most optimal tax manner to achieve these
             objectives, including, as needed, research and
             analysis of Internal Revenue Code sections,
             treasury regulations, case law and other relevant
             tax authority which could be applied to business
             valuation and restructuring models;

          c. Tax consulting regarding availability, limitations,
             preservation and maximization of tax attributes,
             such as net operating losses and alternative
             minimum tax credits, minimization of tax costs in
             connection with stock or asset sales, if any,
             assistance with tax issues arising in the
             ordinary course of business while in bankruptcy,
             such as ongoing assistance with a federal IRS
             examination and related issues raised by the IRS
             agent and the mitigation of officer liability
             issues, and, as needed, research, discussions and
             analysis of federal and state income and
             franchise tax issues arising during the
             bankruptcy period;

          d. Assistance with settling tax claims against the
             Debtors and obtaining refunds of reduced claims
             previously paid by the Debtors for various taxes,
             including, but not limited to, federal and state
             income, franchise, payroll, sales and use,
             property, excise and business license;

          e. Assistance in assessing the validity of tax claims,
             including working with bankruptcy counsel to
             reclassify tax claims as non-priority;

          f. Analysis of legal and other professional fees
             incurred during the bankruptcy period for
             purposes of determining future deductibility of
             such costs;

          g. Documentation, as appropriate or necessary, of tax
             analysis, opinions, recommendations, conclusions
             and correspondence for any proposed restructuring
             alternative, bankruptcy tax issue or other tax
             matter described above;

          h. Assistance with the calculation of Federal-Mogul's
             FSC commission or ETI exclusion, preparation of
             Form 1120 FSC or Form 8873, and preparation of
             all workpapers supporting these calculations;

          i. Assistance with foreign tax credit planning,
             including analyzing cash and other repatriation
             alternatives, foreign source income analysis and
             forecasts, OFL computations, analyzing earnings
             and profits and foreign tax pools and related
             items;

          j. Valuation of assets pursuant to Treasury Regulation
             1.861-9T(g)(2);

          k. Assistance with tax aspects of financial
             projections, including GAAP and cash tax
             implications;

          l. Assistance with Federal income tax return
             compliance, including analyzing schedule M-1
             adjustments, federal estimated tax payments,
             input of financial information and tax
             adjustments into the U.S. Debtors' tax software,
             deferred tax rollforwards, provision to tax
             return reconciliations, and research that may be
             required related to the previously stated items;

          m. Assistance with LIFO inventory tax calculations;

          n. Assistance with any NOL carry-back claims and tax
             research associated with these claims;

          o. Assistance with tax analysis and research related
             to acquisitions and divestitures;

          p. Assistance with tax analysis and research related
             to tax efficient domestic and foreign
             restructurings;

          q. Assistance with identifying and claiming tax
             incentives available in state and local taxing
             jurisdictions;

          r. Assistance with state and local tax compliance
             matters not covered by the separate assigned
             staffing agreements;

          s. Assistance with the maintenance of Federal-Mogul's
             transfer pricing policy;

          t. Assistance with issues under FAS 109;

          u. Access to Ernst & Young personnel for other
             miscellaneous tax questions and advice
             individually not to exceed $20,000 per question.
             For any miscellaneous tax questions requested by
             the Debtors that Ernst & Young anticipates will
             exceed $20,000, the Firm will provide the Debtors
             with an estimate of the fees and expenses to be
             incurred based on the agreed upon discounted
             hourly rates and subject to the Court's approval.

D. Transfer Pricing Services:

       1. Establishing a fee for the intercompany license of
          Constraint Management techniques developed by the
          Debtors and implemented by its affiliates worldwide,
          through completing the following steps: information
          gathering, analysis of success measures, search for
          and analysis of comparable fees, and documentation.

       2. Completing the Debtors' 1999 U.S. transfer pricing
          documentation of the arm's length nature of the
          Debtors' U.S. intercompany tangible goods
          transactions, in accordance with IRC  1.482, and
          providing a corresponding transfer pricing report,
          which includes new comparables research, a
          substantially new report, substantial use of existing
          completed transfer pricing schedules, and minimal use
          of interviews and on-site data gathering.

       3. Completing Federal-Mogul's 2000 U.S. transfer pricing
          documentation of arm's length nature of the Debtors'
          U.S. intercompany tangible goods transactions, in
          accordance with IRC  1.482, and providing a
          corresponding transfer pricing report, which includes
          updated comparables research, use of the 1999 report
          as a base document, use of completed transfer pricing
          schedules, search for incomplete or missing data, and
          minimal use of interviews and on-site data gathering.

       4. Updating the Debtors' 2001 Americas and Europe
          Transfer Pricing Policy, by updating the intercompany
          markups associated with each of the transaction types
          specified in the policy and updating the documentation
          associated with the policy, and completing various
          comparables searches.

       5. Ensure compliance with tax regulations in each country
          affected by the transfer of certain intangible assets
          at the Cawston facility, including establishing the
          arm's length price for the transferred assets,
          performing an economic analysis of the transfer, and
          providing documentation that meets the requirements of
          the arm's length standard.

       6. Examine the operations of the Mexican affiliates and
          create a new transaction pricing policy class to
          account for these operations. Ernst & Young will
          provide a transfer pricing policy report detailing
          recommendations for each type of transaction. The
          report will include details of operations,
          characterization of operations for transfer pricing
          purposes, and any new comparable company or
          transaction information. The report will also provide
          the basis for U.S. and Mexican transfer pricing
          documentation according to the laws of each country.

E. Expatriate Compliance/Advisory and Assignment Management
   Services - E&Y's Expatriate services in connection with
   this Chapter 11 case will be primarily to provide:

       1. assistance with expatriate tax compliance and advisory
          matters, including preparation of federal and state
          tax returns and related documents for those American
          citizens assigned by the Debtors to duties in foreign
          countries and for those foreign nationals assigned by
          the Debtors to duties in the U.S.; and

       2. global employee assignment management services,
          including arranging for visas and work permits,
          relocation, cultural adaptability, language training,
          medical examinations and immunizations, and other
          expatriate assistance.

F. Executive Tax and Financial Planning Services - Ernst &
   Young's additional services in connection with this Chapter
   11 case will be primarily to provide income tax and
   financial planning services to specified executives of the
   Debtors who are Participants in the Executive Tax and
   Financial Planning Services program, including preparation
   of federal and state tax returns, and income tax and
   financial planning. Management of the Debtors are
   responsible for determining and advising Ernst & Young in
   writing of the names of the Participants and their spouses
   for whom Ernst & Young will perform services pursuant to
   the Agreement. A "Participant" in the Debtors' Executive
   Tax and Financial Planning Services program, including,
   when so determined by the Debtors, an employee of the
   Debtors' subsidiaries and affiliates, is an individual who
   has been identified in writing to Ernst & Young by the
   Debtors as eligible to receive services under the
   Agreement. Ernst & Young will provide services to each
   Participant using the information submitted by that
   Participant. In order for Ernst & Young to prepare income
   tax returns and provide financial planning for
   Participants, Ernst & Young will send tax data and/or
   financial data Organizers to each Participant to gather the
   necessary information.

To the best of the Debtors' knowledge, Ernst & Young is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code, and holds no interest adverse to the
Debtors and their estates for the matters for which Ernst &
Young is to be employed, and Ernst & Young has no connection to
the Debtors, their creditors or their related parties. Mr.
Zamoyski relates that Ernst & Young will conduct an ongoing
review of its files to ensure that no conflicts or other
disqualifying circumstances exist or arise and if any new facts
or circumstances are discovered, Ernst & Young will supplement
its disclosure to the Court.

Mr. Zamoyski states that Ernst & Young has received various
retainers in connection with preparing for the filing of these
chapter 11 cases and for its proposed post-petition work on
behalf of the Debtors. The residual unapplied retainer totals
approximately $122,887 and will constitute a general retainer
for post-petition services and expenses. At this time, Mr.
Zamoyski believes that it is not possible to estimate the amount
of time that will be required to perform the Services that are
to be billed at an hourly rate and, accordingly, it is not
possible to estimate the total cost thereof. Mr. Zamoyski
submits that Ernst & Young will calculate its fees for
professional services in these matters by reference to the
standard hourly rates for these Services for the professionals
contemplated to be involved in this matter, summarized as:

A. Accounting and Auditing Services:

    Senior Managers                  $238-333/hour
    Managers                          188-237/hour
    Seniors                           126-162/hour
    Staff                              86-116/hour
    Interns and Para Professionals      29-46/hour

B. Actuarial Services

    Principal                            $425/hour
    Manager                               360/hour
    Staff                                 165/hour

C. International tax and transfer pricing

                       Consulting    Compliance
        Title
    Partner             $475/hour    $405/hour
    Senior Manager       400/hour     340/hour
    Manager              280/hour     240/hour
    Senior               210/hour     180/hour
    Staff                160/hour     140/hour

D. Federal Tax/ State and Local Tax/ Global Expatriate Tax

                        Consulting      Compliance
       Title
    Partner              $475/hour      $405/hour
    Senior Manager        380/hour       325/hour
    Manager               250/hour       215/hour
    Senior                200/hour       175/hour
    Staff                 150/hour       130/hour

E. Tax Compliance Projects

      Title
    Partner              $320/hour
    Senior Manager        210/hour
    Manager               160/hour
    Senior                100/hour
    Staff                  75/hour

In addition to compensation for professional services rendered
by the personnel of Ernst & Young, Mr. Zamoyski tells the Court
that Ernst & Young they will seek reimbursement for reasonable
and necessary expenses incurred in connection with the Debtors'
chapter 11 cases, including but not limited to transportation,
lodging, food, telephone, copying and messengers. In the event
that Ernst & Young is requested or authorized by the Debtors or
required by government regulation, subpoena, or other legal
process to produce Ernst & Young's documents or personnel as
witnesses with respect to Ernst & Young's engagements for the
Debtors, the Debtors will, so long as Ernst & Young is not a
party to the proceeding in which the information is sought,
reimburse Ernst & Young for professional time and expenses, as
well as the fees and expenses of Ernst & Young's counsel,
incurred in responding to such requests. (Federal-Mogul
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FLAGSTONE CAPITAL: Fitch Junks $7.4 Million Class B Notes
---------------------------------------------------------
Fitch has downgraded the rating of one class issued by Flagstone
Capital Fund, Ltd., a collateralized bond obligation (CBO)
backed predominantly by high yield bonds.

Rating Action:

    * $7,400,000 class B notes downgraded from 'BBB-' to 'CCC+'.

The class has also been removed from Rating Watch Negative.

The latest monthly report for Flagstone Capital Fund, Ltd. shows
the deal investing $20.25 million (6.75%) of its collateral in
defaulted assets. The deal also invests in a significant number
of assets rated 'CCC+' or below. The class A/B OC test is
failing at 103.54% with a trigger of 120%.

In reaching its rating actions, Fitch reviewed the results of
its cash flow model runs after running several different stress
scenarios. Also, Fitch has had conversations with the portfolio
manager regarding the portfolio.


GENESIS WORLDWIDE: Court Okays Pegasus/KPS Bid to Acquire Assets
----------------------------------------------------------------
Genesis Worldwide, Inc. (OTC Bulletin Board: GWOW) announced
that U.S. Bankruptcy Court Judge Thomas Waldron has approved a
bid by Pegasus Partners II, L.P. (Pegasus) and KPS Special
Situations Fund, L.P. (KPS) to acquire substantially all the
domestic assets and businesses of Genesis.

"We are gratified by the outcome and look forward to a new
beginning that combines our experienced workforce, loyal
customer base and technical capabilities under new ownership,"
said Richard Clemens, President and Chief Executive Officer,
Genesis Worldwide.  "We will continue to work with Pegasus/KPS
to achieve an orderly transition of the business."

Company officials said they expect to conclude the sale
transaction on or about December 1, 2001.

Genesis Worldwide and its 10 subsidiaries filed voluntary
petitions for reorganization under chapter 11 on September 17,
2001. The chapter 11 filing was made to facilitate the sale of
the Company, which had been negotiated prior to the bankruptcy
filing in accordance with Section 363 of the U.S Bankruptcy
Code.

Genesis Worldwide, Inc. engineers and manufactures high-quality
metal coil processing and roll coating and electrostatic oiling
equipment in the United States. The Company also provides mill
roll reconditioning, texturing and grinding services in addition
to its rebuild, repair and spare parts business.


HORIZON GROUP: Begins Talks to Restructure Loans with JP Morgan
---------------------------------------------------------------
Horizon Group Properties, Inc. (HGP) (NASDAQ: HGPI), an owner,
operator and developer of factory outlet and power centers,
today announced third quarter 2001 Funds From Operations (FFO)
of a negative $276,000.  This compares to $906,000 in the same
quarter in the prior year. Included in FFO for the third quarter
of 2001 were penalties and additional interest of $291,000
related to the extension of HGP's loan with CDC Mortgage
Capital, Inc.

                   Third Quarter Statistics

                          Leasing

     * Portfolio occupancy at the end of the third quarter of
2001 decreased to 76.5% from 83.3% at the end of the third
quarter of 2000 and from 77.0% at the end of the second quarter
of 2001. Sixty percent of the year to year decline resulted from
tenant bankruptcies, including Bugle Boy, Warnaco and Paul
Harris. Including leases executed by the end of the third
quarter, but with tenants yet to take occupancy, current working
occupancy is 78.3%.

     * Centers showing increases in occupancy included:  
Lakeshore Marketplace in Norton Shores, Michigan up from 86.5%
at the end of the third quarter of 2000 to 88.9% at the end of
the third quarter 2001, and, with the addition of Petco, which
opened in early November 2001, occupancy increased to 94%;
Medford, Minnesota, up 1.3% to 84.2% at the end of the third
quarter of 2001 from the end of the second quarter of 2001;
Tulare, California, up 2.5% during the third quarter of 2001 to
96%; and Traverse City, Michigan, up to 84.2% from to 77.2 % at
the end of the second quarter of 2001.

     * Renewed 132,894 square feet of expiring leases or 64% of
lease expirations.

     * Executed 52,932 square feet of new leases.

     * New leases executed in the third quarter of 2001 included
those for clearance centers for Spiegel in Monroe, Michigan and
GAP in Somerset, Pennsylvania..

                              Sales

     * Same Space Sales for the entire portfolio increased 2.8%
for the three months ended September 30, 2001 compared to the
same quarter a year earlier.  For the twelve months ended
September 30, 2001, Same Space Sales increased 3.6% compared to
the same period a year earlier.  Same Store Sales for the entire
portfolio decreased 7.7% for the quarter ended September 30,
2001 and 4.6% for the twelve months ended September 30, 2001
compared to the same period a year earlier.  Same Space Sales
for the twelve months ended September 30, 2001 increased 16% at
Laughlin, 7.8% at Norton Shores, Michigan, 6.4% at Traverse
City, Michigan and 7.2% at Tulare, California compared to the
same period a year earlier.

Other significant accomplishments during the quarter included:

     * Refinancing Lakeshore Marketplace with a $16 million, 10
year fixed rate loan.  The proceeds were used to reduce the
outstanding balance of the Nomura loan.

     * Completing an extension of the maturity of our Nomura
loan, which is now held by CDC Mortgage Capital, Inc.  The
extended maturity date is July 11, 2002 and is secured by our
centers in Monroe, Michigan, Medford, Minnesota, Laughlin,
Nevada and Warrenton, Missouri.

     * Execution of a contract to sell a 1.4 acre outparcel
located at Lakeshore Marketplace.  The consideration is $627,000
in cash and the assumption by the purchaser of $40,000 in
special assessments. The sale was completed on November 8, 2001.

Commenting on the Company's third quarter results, HGP's
Chairman, President and Chief Executive Officer, Gary J. Skoien,
said, "Our revenues have been affected by a number of large
tenants which have recently filed for bankruptcy.  We are moving
aggressively to fill the vacated spaces with replacement
tenants.  A large portion of the decline in revenue is
associated with the properties which secure the JP Morgan loans.  
As was previously announced, we have commenced discussions with
the goal of restructuring those loans."

Based in Chicago, Illinois, Horizon Group Properties, Inc. has
11 factory outlet centers and one power center in 9 states
totaling more than 2.5 million square feet.


LA PETITE: Bank Lenders Waive Defaults & Amend Credit Agreement
---------------------------------------------------------------
LPA Holding Corp. and La Petite Academy, Inc. jointly announced
that La Petite Academy obtained from its bank lenders a waiver
and an amendment to its existing credit agreement.  The waiver
and amendment waives existing defaults of LPA Holding Corp. and
La Petite Academy in connection with the failure to satisfy
certain financial covenants for the quarterly periods ended June
30, 2001 and September 30, 2001, and the failure to deliver
timely financial information to the lenders.  Additionally, the
amendment revised certain financial covenant targets for fiscal
years 2002, 2003 and 2004.  The amendment also addressed
specific waivers necessary to permit the equity investment
described below.

In connection with the waiver and amendment, LPA Holding Corp.
sold securities to LPA Investment LLC, its controlling
stockholder, for an amount equal to $3.4 million and received a
commitment from LPA Investment to purchase an additional $11.6
million of securities prior to May 15, 2002.  The securities
include shares of a newly designated Series B Convertible
Redeemable Participating Preferred Stock and warrants to
purchase shares of Class A Common Stock.  The proceeds were
contributed to La Petite Academy through an equity contribution
and will be used for general working capital purposes.  As part
of the waiver and amendment, J.P. Morgan Partners (23A SBIC),
LLC agreed to guaranty a portion of the bank debt if LPA
Investment fails to purchase the new preferred stock prior to
May 15, 2002 or earlier if the bank debt has been accelerated.  
J.P. Morgan Partners (23A SBIC) is an affiliate of LPA Holding
Corp. and La Petite Academy.


MCLEODUSA: Begins Exploring Alternatives with Senior Banks
----------------------------------------------------------
McLeodUSA Incorporated (Nasdaq:MCLD), one of the nation's
largest independent competitive local exchange carriers,
reported revenues for the quarter ended September 30, 2001 of
$450.5 million, a 23 percent increase above revenues of $366.6
million for the same period one year ago.

Pro forma EBITDA (earnings before interest, taxes, depreciation
and amortization), excluding one-time non-cash charges, was
$25.7 million for the quarter versus $15.1 million for the same
period one year ago.

President and Chief Executive Officer Steve Gray said, "Since
Chris Davis joined us 90 days ago, we have developed and begun
implementing a strategic business plan designed to refocus our
business on customers in our core areas of expertise while
maximizing operating cash flow and profitability. We continue to
make substantial progress, and are particularly pleased with the
fact that our long distance and local migration projects, both
integral in improving profitability, are on track for completion
early in the first quarter of 2002."

"The initiatives we announced in early October are well underway
and have already begun to positively impact our performance,"
Chief Operating and Financial Officer Chris Davis stated. "We
are particularly pleased with the progress of the business
process teams, which have identified substantial opportunities
for operational improvement." Actions underway include:

     -- Implementation of a more focused sales strategy for the
Company's voice and data services to small and medium size
business and residential customers in its 25-state region;

     -- A 15 percent reduction in employment, saving $75 million
annually;

     -- The consolidation of 11 facilities to 3, saving $30
million annually;

     -- Finalization of a plan that reduces 2002 capital
expenditures from $400 million to not more than $350 million;

     -- Divestiture of non-core assets and surplus inventory,
including those associated with the discontinuation of a
national network, that are expected to generate $400 to $450
million of cash;

     -- Implementation of dedicated business process teams
focused on strengthening processes and driving improvements in
the areas of sales efficiencies, provisioning and customer
installation, billing and revenue assurance, cash management and
business forecasting and planning;

     -- Undertaking a central office profitability study
identifying actions to improve margin performance, including
enhanced pricing, platform optimization and improved customer
targeting, as well as certain market expansions and
contractions.

McLeodUSA continued to make substantial progress lighting its
in-region 24,000 mile fiber optic network and implementing its
on-switch strategy within its 25-state footprint. This progress
is integral in driving customer traffic from resale platforms to
on-switch platforms that generate significantly improved
margins. Approximately 73% of the Company's intracity fiber has
now been lit and supports 74 metro network rings, substantially
reducing network infrastructure service costs. Additional key
steps taken during the quarter within our 25 states include:

     -- Increased installed voice switches from 49 to 58,
increasing switching port capacity 32% to nearly 2 million
ports. The Company now has operational voice switches in 21
states within its 25 state footprint.

     -- Increased in-region operational data switches from 210
to 220. The Company now has operational data switches in all 25
states.

     -- Increased collocations from 372 to 437, including 39 new
collocations in cities where the Company previously had none.
The Company now has collocations in 240 cities.

     -- Increased operational DSLAMs from 512 to 520. The
Company now has DSLAM equipment to provide local connectivity to
offer DSL services in 263 cities.

As previously announced on October 3, the Company took a one-
time, non-cash charge of $2.9 billion representing write-downs
of goodwill, other long-lived assets, inventory associated with
discontinuing operations, restructuring charges associated with
a reduction in force and facilities consolidation. The Company
also took a non-cash charge to operating income of $35 million
in the third quarter associated with balance sheet adjustments
to various accounts such as prepaid expenses, receivables and
bad debt reserves. In addition, the Company recorded a one-time
gain as Forstmann Little & Co. exchanged its Series B and C
Preferred Stock for Series D and E Preferred Stock, eliminating
the cash dividend and saving the Company $175 million over the
next five years. Reported net loss per diluted share including
the one-time non-cash items was $(3.62) compared with $(0.28) a
year ago.

The Company continued efforts to reduce costs and conserve cash,
investing $126 million in capital expenditures in the third
quarter, down from $230 million and $223 million, respectively,
in the first two quarters of the year. McLeodUSA ended the
quarter with $609 million of available cash including
availability under its credit facility. After the close of the
third quarter, the Company drew down $200 million from its
credit facility, leaving approximately $342 million available.
As part of implementing its revised corporate strategy,
McLeodUSA is reviewing its current capital structure and has
discussed various long-term capital alternatives with its senior
banks. The Company has also, as part of its revised corporate
strategy, discussed the possible sale of certain assets with
potential buyers. The Company has not reached any final
decisions with respect to such matters.

                    Total Year Outlook

For the full year 2001, the Company continues to expect revenues
of approximately $1.8 billion and EBITDA (excluding one-time
non-cash charges) of approximately $130 million. The Company
continues to believe its business plan is fully funded.

                    Other Announcements

The Company announced that Erskine B. Bowles has resigned from
its Board of Directors in order to seek election in North
Carolina to the United States Senate. Thomas H. Lister, a
General Partner at Forstmann Little & Co., was elected to fill
the vacancy created by Mr. Bowles' resignation. Other recent
announcements include:

October 19:

Series A Preferred Dividend: McLeodUSA elected not to declare
the quarterly stock dividend on its 6.75% Series A Cumulative
Convertible Preferred Stock that is payable on November 15,
2001.

August 8:

Prodigy Agreement: A new 3-year agreement was signed with
Prodigy providing dial network services for Prodigy's dial and
roaming DSL customers.

August 2:

Williams Communications Agreement: McLeodUSA signed a multi-year
network services agreement with Williams Communications allowing
Williams to leverage the Tier 2 and 3 markets of McLeodUSA and
provide access to McLeodUSA to the Tier 1 markets of Williams.

August 1:

Management and Board of Directors: McLeodUSA announced the
addition of Chris Davis to its management team as Chief
Operating & Financial Officer. On the same day, Steve Gray was
promoted to President & Chief Executive Officer with Clark
McLeod continuing as Chairman. Ted Forstmann was named Chairman
of the Executive Committee of the Board and four CEO-level board
members were added: Ed Breen, Dale Frey, Tom Bell and Peter
Ueberroth.

McLeodUSA provides integrated communications services, including
local services, in 25 Midwest, Southwest, Northwest and Rocky
Mountain states. The Company is a facilities-based
telecommunications provider with, as of September 30, 2001, 393
ATM switches, 58 voice switches, 437 collocations, 520 DSLAMs,
over 31,000 route miles of fiber optic network and 10,700
employees. In the next 12 months, McLeodUSA plans to distribute
34 million telephone directories in 26 states, serving a
population of 58 million. McLeodUSA is traded on The Nasdaq
Stock Marketr under the symbol MCLD. Visit the Company's web
site at www.mcleodusa.com.


METALS USA: List of 20 Largest Unsecured Creditors
--------------------------------------------------
Total Assets: 1,104,800,000

Total Liabilities: 724,700,000

Entity                      Type of Claim         Claim Amount
------                      -------------         ------------
US Trust Company N.A.       Bonds                 $200,000,000
Garrett P. Smith
One Embarcadero Center
Suite 2050
San Francisco, CA
94111-3709

Nucor                       Trade                   $8,782,019
2100 Rexford Road
Charlotte, NC 28211

IPSCO Steel                 Trade                   $5,611,814
650 Warrenville Road
Suite 500
Lisle, Illinois 60532

National Steel Corp.        Trade                   $5,444,294
4100 Edison
Lakes Parkway
Mishawaka, IN 46545

LTV Steel                   Trade                   $5,165,106
200 Public Square
Suite 16-614
Cleveland, OH 44114

Commonwealth Aluminum       Trade                   $4,859,913
PO Box 480
Lewisport, KY 42351-0480

Chaparral Steel Company     Trade                   $4,533,373
300 Ward Road
Midlothian, TX 76065

Alcoa                       Trade                   $4,258,103
53 Pottsville St.
Cressona, PA 17929

AK Steel Corp.              Trade                   $4,426,045
703 Curtis St.
Middletown, OH 45045

US Steel Corp.              Trade                   $3,850,491
2021 Spring Rd.
Suite 700
Oak Brook, IL 60523

Bethlehem Steel             Trade                   $3,280,013
1st Floor/Main Rte 12
& Hwy 149
Chesterton, IN

Mexinox USA                 Trade                   $3,259,609
2275 Halfday Rd.
#127 Bannockburn
IL 60015-1201

Metal Tech, Inc.            Trade                   $3,191,590
2400 2nd Ave.
Pittsburgh, PA 15219

Mitsui and Co. (USA)        Trade                   $3,000,000
2500 Windy Ridge Parkway
Suite 1500
Atlanta, GA 30339

Ormet Alum Hannibal         Trade                   $2,946,953
PO Box 164
Hannibal, OH 43931-0164

Steel Dynamics Inc.         Trade                   $2,609,006
4500 County Rd. 59
Butler, IN 46721

Usinor Steel Corp.          Trade                   $1,992,618
345 Hudson Street
New York, NY 10014

Ameristeel                  Trade                   $1,973,119
5100 W. Lemon St.
Suite 312
Tampa, FL 33609

Geneva Steel                Trade                   $1,250,509
PO Box 2500
Provo, UT 84603

Atlas Tube                  Trade                   $1,162,789
200 Clark Street
Harrow, Ontario


MUTUAL RISK: Debenture Holders Waive Negative Covenant Violation
----------------------------------------------------------------
Mutual Risk Management, Ltd. (NYSE:MM) announced that it has
received a waiver from the holders of its $142.5 million of
outstanding 9 3/8% Convertible Exchangeable Debentures due 2006.
The debentures contain a negative covenant that the Company's US
insurance subsidiaries will have a statutory combined ratio at
the end of each fiscal quarter of no more than 125% for the
previous twelve months. Primarily as a result of the loss
incurred due to the Reliance insolvency this negative covenant
was breached as of September 30, 2001.

The Company is currently working with its senior lenders to
obtain the same waiver that is contained in its $180 million
outstanding bank line of credit.


NATIONSRENT: Pursuing Debt Workout Talks with Senior Lenders
------------------------------------------------------------
NationsRent, Inc. (NYSE:NRI) reported that total revenue was
$157.9 million for the third quarter and $464.5 million for the
nine months ended September 30, 2001. Rental revenue was $140.3
million for the quarter and $384.0 million for the nine months
ended September 30, 2001. Both total and rental revenue for the
quarter and nine months were below the comparable periods for
2000. The Company recorded a net loss of $19.8 million for the
quarter compared to net income of $1.3 million for the third
quarter of 2000. Excluding the restructuring and other charges
of $10.9 million after-tax recorded in the first quarter of
2001, the Company recorded a net loss of $41.4 million for the
nine months ended September 30, 2001, compared to net income of
$9.5 million for the nine months ended September 30, 2000.

     Senior Credit and Term Loan Facility and Liquidity

The Company also disclosed that it is not in compliance with
financial covenants contained in its Senior Credit Facility and
Term Loan Agreement for the third quarter of 2001. While the
Company remains out of compliance with these covenants, the
senior lenders may prohibit the Company from servicing its
subordinated debt. In addition, the Company does not anticipate
paying its $53.7 million payment on the Term Loan portion of its
Credit Facility due December 1, 2001. Because it will not make
these debt payments, and assuming the senior lenders do not
exercise certain of their remedies, the Company has adequate
liquidity to currently fund its operations, including payroll
and benefits, occupancy costs and obligations to vendors and
suppliers.

The Company indicated that its senior lenders remain supportive
of its efforts. The senior lenders are working cooperatively
with the Company and have not accelerated its debt. The Company
is currently in negotiations with its senior lenders and other
potential investment sources to obtain additional financing or
to restructure its existing debt. At this time, the Company is
considering all its available options to address its capital
structure through an in or out-of-court restructuring.

James L. Kirk, Chairman and Chief Executive Officer of
NationsRent, said: "The continuing economic slowdown and recent
dramatic events during this quarter affected us, as well as our
customers. The Company has many strengths to build on for the
future including its growing customer base, well-recognized
brand, quality fleet and convenient locations in key markets. We
have also made progress restructuring our operations and
reducing costs and capital spending. Nevertheless, we were
unable to realize our revenue target and debt reduction goal
because of the rapid softening of the economy and market
conditions that remain highly competitive. With continuing
uncertainty about the economy, we do not expect to see an
improvement in the near term.

"Since the Company remains highly leveraged, our principal
challenge is to alleviate our debt burden in order to realize
NationsRent's full potential. We remain committed to finding the
best and most realistic solution to address the Company's level
of debt. We have a number of options available to us, and, with
our financial advisors, we are studying all of them. Whatever
option we decide to pursue, we are committed to continuing to
provide our customers access to our broad range of quality
equipment - available on time, as ordered - along with the
superior customer service they have come to expect from
NationsRent."

On November 5, 2001, the NYSE notified the Company that the
Company's market capitalization has been below the NYSE's
continued listing criteria for minimum market capitalization of
$15 million. Under NYSE rules, the Company may be subject to
delisting.

Additional Financial Information

     -- The first cost of rental fleet available to rent was
$1.043 billion at September 30, 2001, which is approximately
$200.0 million less than the rental fleet available to rent at
September 30, 2000.

     -- Dollar utilization for the three months ended September
30, 2001 was 53.8 percent.

     -- The weighted average age of the fleet at September 30,
2001 was 34.5 months.

     -- Proceeds from used equipment sales were $10.5 million
for the third quarter and $58.5 million for the nine months
ended September 30, 2001.

     -- Proceeds from ordinary course sales of used equipment
were $7.0 million for the third quarter and $16.9 million for
the nine months ended September 30, 2001. The gain on these
sales of used equipment was 9.9 percent for the quarter and 19.3
percent for the nine months ended September 30, 2001.

     -- Earnings before interest, taxes, depreciation, and
amortization (EBITDA) were $35.7 million for the quarter
compared to $57.3 million for the third quarter of 2000. EBITDA
was $106.2 million for the nine months ended September 30, 2001,
excluding restructuring and other charges, compared to $159.4
million for the nine months ended September 30, 2000.

     -- EBITDAR (EBITDA plus rent payments for rental and
delivery fleet under operating leases) for the quarter was $60.7
million compared with $78.8 million for the third quarter of
2000. EBITDAR was $174.1 million or 37.5 percent of revenue for
the nine months ended September 30, 2001, excluding
restructuring and other charges, compared with $210.2 million or
42.3 percent of revenue for the nine months ended September 30,
2000.

     -- Included in the reported results for the nine months are
restructuring and other charges of $11.1 million pre-tax,
primarily related to the Company's operational restructuring
initiatives, and $2.7 million after-tax reflecting the adoption
and application of Statement of Financial Accounting Standards
No. 133 "Accounting for Derivative Instruments and Hedging
Activities," as amended ("SFAS No. 133"). These charges are more
fully described in the Company's quarterly report on Form 10-Q
for the quarter ended September 30, 2001, filed with the
Securities and Exchange Commission.

     -- The Company continued to make progress on its
operational restructuring initiatives by:

     -- Disposing of underutilized rental equipment. Proceeds
from such dispositions were $3.5 million for the quarter and
$41.6 million for the nine months ended September 30, 2001. The
value of this equipment was written down to its net realizable
value in connection with restructuring charges recorded by the
Company in earlier periods. Consequently, no gain or loss was
recorded at the time of disposition.

     -- Continuing to reposition its rental fleet, placing
approximately 8.0 percent of the fleet this quarter and 26.0
percent year-to-date into markets where the Company believes it
can obtain more favorable utilization.

     -- Reducing rental fleet capital expenditures to $5.0
million for the quarter and $18.1 million for the nine months
ended September 30, 2001 down from $248.0 million of fleet
additions, including operating leases, for the nine months ended
September 30, 2000.

     -- Reducing selling, general and administrative costs,
excluding the aforementioned charge, by $3.9 million or 12.0
percent for the quarter and $13.3 million or 14.9 percent for
the nine months ended September 30, 2001, compared with the same
periods for 2000.

Headquartered in Fort Lauderdale, Florida, NationsRent is one of
the country's leading construction equipment rental companies
and operates 230 locations in 27 states. NationsRent offers a
broad range of high-quality construction equipment at its
locations that are conveniently located in highly visible areas
with a consistent retail look and feel offering superior
customer service at affordable prices.


NET2000 COMMS: Files for Chapter 11 Reorganization in Delaware
--------------------------------------------------------------
Competitive broadband telecommunications services provider
Net2000 Communications, Inc. (NASDAQ:NTKK) announced that it has
agreed to sell substantially all of its telecommunications
services assets, including its customer base, to Cavalier East,
an affiliate of Richmond, Virginia-based Cavalier Telephone.

The company also announced that it filed a voluntary petition
with the U.S. Bankruptcy Court in Delaware for reorganization
under Chapter 11 of the U.S. Bankruptcy Code, in order to effect
this transaction.

Separate from the Chapter 11 petition, Net2000 also announced
that it sold the assets of its video teleconferencing services
division to VSGi (Visual Systems Group, Inc.) -- a company
formed by Venturehouse Group, a Washington, D.C.-based
investment firm, and the division's management.

"In light of the economic conditions, Net2000 undertook this
process to ensure that our customers continue to receive the
same outstanding services they have grown accustomed to, while
strengthening the company by combining with a strong, fiber
based provider in Cavalier," said Charlie Thomas, Net2000
chairman and CEO. "We are pleased to become part of Cavalier, as
it has one of the most respected management teams in the
industry with a proven track record of success and an extensive
fiber network that will give our customers even greater economic
and service benefits. We do not expect our customers to
experience any change in service quality during this transition
period."

The company also said that it has secured debtor-in-possession
(DIP) financing with TD Securities and other banks in order to
meet future needs and obligations associated with normal
business operations, including payments to suppliers for all
goods and services that are provided after today's Chapter 11
filing.

Founded in 1993, Net2000 is an innovative provider of broadband
voice and data telecommunications services. Net2000 provides
businesses with quality local, long distance, data, interactive
video and Internet services delivered over a single broadband
connection and conveniently billed on a single invoice.

The company now operates sales offices in Baltimore, MD,
Norfolk, VA, Richmond, VA and Washington, DC and network
facilities in nine markets. For more information about Net2000
Communications, Inc., visit www.net2000.com.

Created in December 1998, Cavalier Telephone is a facilities-
based, full-service local telephone company offering all the
latest in advanced telecommunications products, including
advanced telephone features and high-speed Internet access, for
residents and businesses.

Cavalier Telephone currently serves over 180,000 lines in the
Richmond, VA, Hampton Roads, VA, Northern Virginia, Maryland,
Philadelphia, PA, Delaware and New Jersey. For more information
about Cavalier Telephone visit http://www.cavtel.com

Venturehouse Group is an investment firm that creates, acquires,
and invests in technology and telecommunications companies. The
firm's strategy is to work closely with its portfolio companies
to provide operational, strategic, and financing support
throughout their lifecycle.

Located in Washington, D.C., the firm was founded in 1999 and is
backed by several leaders in the region's technology and
telecommunications industry. For more information about
Venturehouse Group visit http://www.venturehousegroup.com


NET2000 COMMS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Net2000 Communications, Inc.
             2180 Fox Mill Road  
             Reston, VA 20171  

Bankruptcy Case No.: 01-11324

Debtor affiliates filing separate chapter 11 petitions:

             Entity                          Case No.
             ------                          --------
             Net2000 Communications
             Holdings, Inc.                  01-11325
             Net2000 Communications
             Group, Inc.                     01-11326
             Net2000 Investments, Inc.       01-11327
             Net2000 Communications
             Operations, Inc.                01-11328
             Net2000 Communications
             Capital Equipment, Inc.         01-11329
             Net2000 Communications
             Services, Inc.                  01-11330
             Net2000 Communications
             Real Estate, Inc.               01-11331
             Frebon International
             Corporation                     01-11332
             Net2000 Communications of
             Virginia, LLC                   01-11333
             Vision IT Corporation           01-11334
             
Type of Business: The Debtors are providers of state-of-the-art
                  broadband telecommunications services to  
                  high-end customers, primarily large and
                  medium-sized businesses, typically businesses
                  with at least 50 business access lines and
                  spending in excess of $50,000 annually for
                  Internet, data, and voice telecommunications.

Chapter 11 Petition Date: November 16, 2001

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: Michael G. Wilson, Esq.  
                  Morris, Nichols, Arsht & Tunnell  
                  1201 N. Market Street  
                  P. O. Box 1347  
                  Wilmington, DE 19899
                  Tel: 302-658-9200  
                  Fax: 302-658-3989  
                  Email: mwilson@mnat.com

Total Assets: $256,786,000

Total Debts: $170,588,000

Debtor's 20 Largest Consolidated Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Verizon                     Trade                  $5,095,100
PO Box 408
Albany, NY 12204-0430
Tel: 800 222 0400
Fax: 800 228 9591

PricewaterhouseCoopers      Professional Fees      $1,149,287
6500 Rock Springs Drive
Bethesda, MD 20817
Tel: 202 822 5877
Fax: 202 822 5871

Nortel Networks             Trade                    $743,750
PO Box 75523
Charlotte, NC 28275
Tel: 203 749 6387

Zones Business Solutions    Trade                    $544,229
MZI Accounts Payable
PO Box 34740
Seattle, WA 98124-1740
Tel: 425 430 3000
Fax: 425 430 3991

MCI Worldcom                Trade                    $487,022
Dave Jordan
6929 N Lakewood
MD 1-2-108E
Tulsa, OK 74117
Tel: 800 382 2943

MFS Telecom, Inc.           Trade                    $472,461
Adam Metzler
PO Box 790337
St. Louis, MO 63179-0351
Tel: 800 510 8649 x 5534

Savvis Communications Co.   Trade                    $282,10
12851 Worldgate Drive
Herndon, VA 20170
Tel: 703 234 8272

MetaSolv Software           Trade                    $229,395

Corporate Express           Trade                    $225,289

Equinox Information         Trade                    $204,562
Systems

LISN Inc.                   Trade                    $203,125

Kelley Drye & Warren        Professional Fees        $198,773

Broadmargin, Inc.           Professional Fees        $194,651

GE Access                   Trade                    $185,946

Illuminet                   Trade                    $181,695

Don Schaaf & Friends, Inc.  Trade                    $181,330

Dominion Virginia Power     Trade                    $166,395

Walker & Associates, Inc.   Trade                    $159,906

Braun Consulting            Professional Fees        $156,235

ADC Software Systems        Trade                    $153,260
USA, Inc.


NIAGARA MOHAWK: Loss More Than Triples in 12-Month Period
---------------------------------------------------------
Niagara Mohawk Holdings Inc. (NYSE: NMK), parent company of
Niagara Mohawk Power Corp. (Niagara Mohawk), a regulated energy
delivery company, reported earnings for the third quarter of
2001. Earnings before interest, taxes, depreciation and
amortization (EBITDA) for the 12 months ended Sept. 30, 2001,
were $1.10 billion, compared to a level of $1.09 billion for the
12 months ended June 30, 2001.

The company reported earnings of $4.2 million.  This compares to
earnings of $2.7 million in the third quarter of 2000.  Reported
earnings have been and will continue to be substantially
depressed due to the non-cash charges related to the 1998 Master
Restructuring Agreement with a group of independent power
producers.

Results for the third quarter of 2001 include an $80.0 million
charge ($123.0 million pre-tax), for the reduction in
unrecovered nuclear investment as part of a regulatory
settlement agreement on the sale of Niagara Mohawk's interest in
the Nine Mile Point Nuclear Station. On Nov. 7, 2001, Niagara
Mohawk announced that it had completed the sale of its nuclear
assets to Constellation Nuclear.

Earnings for the third quarter of 2001 were positively impacted
by $79.7 million, or 50 cents per share as a result of the
recognition of unamortized investment tax credits upon the sale
of the nuclear plants; by $8.6 million to lower interest costs;
by $7.0 million as a result of lower natural gas prices in the
company's purchased power portfolio; and by $3.2 million due to
higher deliveries of electricity to residential customers.

Earnings for the third quarter of 2000 included $19.4 million of
insurance proceeds and disaster relief associated with the 1998
ice storm restoration effort.

The company reported a loss of $79.0 million for the 12 months
ended Sept. 30, 2001, compared to a loss of $20.7 million for
the 12 months ended Sept. 30, 2000.  The loss for the 12 months
ended Sept. 30, 2001 reflects an $80.0 million after-tax charge
for the reduction in unrecovered nuclear investment connected
with the sale of the Nine Mile Point Nuclear Station, and a
charge of $44.0 million due to the recognition of an impairment
charge in connection with the company's investment in a
development stage telecommunications company. Results for the 12
months ended Sept. 30, 2001 were also negatively impacted by
$44.9 million as a result of the company's exposure to higher
natural gas prices in its purchased power portfolio through Aug.
31, 2001.  Effective Sept. 1, 2001, in accordance with the
company's current regulatory agreement, the commodity cost of
electricity is passed directly on to customers.

Results for the 12-month period ended Sept. 30, 2001 were
favorably impacted by $79.7 million to reflect the recognition
of unamortized investment tax credits upon the sale of the
nuclear plants; $20.0 million due to lower interest expense; by
$17.7 million due to a credit related to New York State's "Power
For Jobs" economic development program; and by a gain of $12.8
million for the cumulative effect of adopting Statement of
Financial Accounting Standards (SFAS) No. 133 - "Accounting for
Derivative Instruments and Hedging Activities."

The 12-month period ended Sept. 30, 2000 included an
extraordinary item related to the cost of the early retirement
of debt of $0.9 million and also included $19.4 million for
insurance proceeds and disaster relief associated with the 1998
ice storm restoration effort.

Niagara Mohawk's electric revenues for the third quarter of 2001
were $940.9 million, up 13.4 percent from the same period in
2000.  Electric revenues for the 12 months ended Sept. 30, 2001
were $3.4 billion, up 4.1 percent from same period a year ago.

Retail sales of electricity for the three months and 12 months
ended Sept. 30, 2001 increased 1.6 percent and decreased 2.3
percent, respectively, compared to the same periods in 2000.  
Total deliveries of electricity, which include deliveries to
customers who chose to buy electricity from other energy service
providers, were up 26.1 percent for the third quarter of 2001,
and up 8.8 percent for the 12 months ended Sept. 30, 2001,
compared to the same periods in 2000.  Total deliveries of
electricity and total electric revenues both increased for the
three-month and 12-month periods ended Sept. 30, 2001, primarily
as a result of higher sales to the New York Independent System
Operator (NYISO).  The increased revenues from sales to the
NYISO were offset by higher electricity purchased costs.

Niagara Mohawk's natural gas revenues for the third quarter of
2001 were $69.1 million, down 13.4 percent from the same period
in 2000.  For the 12 months ended Sept. 30, 2001, natural gas
revenues were $786.1 million, up 31.1 percent, compared to same
period in 2000.  Revenues in both periods were primarily
influenced by the market price of natural gas.  The company
passes the commodity cost of natural gas directly on to
customers without markup.

Retail sales of natural gas for the three months and 12 months
ended Sept. 30, 2001, decreased 7.9 percent and increased 2.6
percent, respectively, compared to the same periods in 2000.  
Total gas deliveries, which includes the transportation of
customer-owned gas, were up 1.0 percent and down 4.8 percent,
respectively, for the three months and 12 months ended Sept. 30,
2001.

At June 30, Niagara Mohawk's balance sheet showed strained
liquidity as the company's current liabilities exceeded its
current assets by a little over $400 million.


OPTI INC: Shareholders to Vote on Liquidation Plan on January 12
----------------------------------------------------------------
Revenues of OPTi Inc. (Nasdaq:OPTI) for the quarter ended
September 30, 2001 were $1,272,000 as compared with $2,415,000
for the third quarter of 2000. Net income for the third quarter
of 2001 was $6,000 as compared to net income of $891,000 for the
third quarter of 2000. Total operating expenses were $1,295,000
for the third quarter of 2001 as compared to $1,017,000 for the
third quarter of 2000. Shares used in computing basic and
diluted per share amounts for the three months ended September
30, 2001 were 11,634,000. Shares used in computing basic and
diluted per share amounts for the three months ended September
30, 2000 were 11,646,000 and 11,670,000, respectively.

Net revenues for the nine months ended September 30, 2001 were
$5,044,000, as compared to $21,093,000 for the same nine month
period of 2000. Revenues for the nine month period ending
September 30, 2000 included net license revenues of $13,311,000
resulting from a one-time non-exclusive licensing fee for
certain OPTi patents. Basic and diluted net income for the nine
months ended September 30, 2001 was $497,000 as compared to net
income of $10,979,000 for the same nine month period in 2000.

On September 11, 2001, the Company announced its plan to
liquidate the Company. The Company is tentatively scheduling its
Annual Shareholders Meeting to vote on this proposal on January
12, 2002.

Bernard T. Marren, CEO and President of OPTi, stated, "During
the quarter ended September 30, 2001, the Company continued to
see a decline in its revenue from prior periods. Also, during
the quarter ended September 30, 2001, the Company had a wider
than anticipated operating loss due to the decline in sales and
higher expenses due to termination costs and legal and
accounting costs associated with our planned liquidation. The
Company believes that it may see a revenue increase in its
fourth quarter due to an increase of last time buys for core
logic products by some of our customers in anticipation of our
liquidation. The Company believes due to the lack of successful
product development over the past year that it will be very
difficult for it to remain cash flow neutral over the coming
quarters. It is due to this and other factors that the Board has
announced the Plan of liquidation."

OPTi Inc., an independent supplier of semiconductors and is
headquartered in Mountain View, California. OPTi's stock is
traded on the National Market System under NASDAQ symbol OPTI.


OPTICAL DATACOMM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Optical DataCom, LLC  
        7084 South Revere Parkway  
        Englewood, CO 80112
        aka Carter Acquisition II, LLC

Chapter 11 Petition Date: November 17, 2001

Court: District of Delaware

Bankruptcy Case No.: 01-11322

Judge: Mary F. Walrath

Debtor's Counsel: H. Jeffrey Schwartz, Esq.
                  Benesch, Friedlander, Coplan & Aronoff, LLP
                  2300 BP Tower, 200 Public Square
                  Cleveland, OH 44114-2378
                  Tel: 216 363 4500

                           -and-

                  Joel A. Waite, Esq.  
                  Young Conaway Stargatt & Taylor  
                  The Brandywine Bldg.  
                  1000 West Street, 17th Floor  
                  PO Box 391  
                  Wilmington, DE 19899-0391
                  Tel: 302 571-6600  
                  Fax: 302-571-0453  

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Krone Optical Systems Inc   Trade Debt            $18,221,509
Kerrie Pomaszawski
6950 South Tucson Way
Suite R
Englewood, CO 80112
Tel: 303 566 3403
Fax: 303 790 2117

Commscope                   Trade Debt             $1,977,848
Jean Gay
PO Box 60600
Charlotte, NC 28260-0600
Tel: 838 323 4824
Fax: 828 328 3400

A&J Electric Cable Corp.   Trade Debt              $1,434,004
932 W. Winton Avenua
Building 9
Hayward, CA 94545
Tel: 510 786 2700
Fax: 510 785 9680

BiccGeneral Cable Industry  Trade Debt               $950,658
Cris Virgilak
4 Tesseneer Drive
Highland Heights
KY 41076-9753
Tel: 859 572 8877
Fax: 859 572 0016

Madison Cable Corp          Trade Debt               $896,530
Chuck Daly
125 Goddard Memorial Drive
Box 3000
Worcester, MA 01603-3000
Tel: 508 752 2884 x 515
Fax: 508 752 4230

Nordx/CDT Corp.             Trade Debt               $829,310
Douglas McCollam
PO Box 96431
Chicago, IL 60693-6431
Tel: 514 822 7154
Fax: 613 833 4284

Avaya, Inc.                 Trade Debt              $766,482
Jaickey Tammam
Avaya Lockbox 3751525459
6000 Fledwood Road
College Park, GA 30349

AMP Incorporated            Trade Debt              $682,109
Michelle Thomas
PO Box 91869
Chicago, IL 60693-1869
Tel: 717 986 3128
Fax: 717 986 7406

Majestic Supply             Trade Debt              $649,024
Jay Lloyd
7012 S. Revere Parkway
Englewood, CO 80112
Tel: 800 799 6846
Fax: 303 799 6474

ADC Telecommunications      Trade Debt              $575,166
Jeff Hanson
PO Box 93283
Chicago, IL 60673-3283
Tel: 952 946 3710
Fax: 612 799 6747

Lucent Technologies         Trade Debt              $389,923
PO Box 100317
Atlanta, GA 30384-0317
Tel: 800 795 6850
Fax: 314 317 6776

Interstate Wire Company     Trade Debt              $297,339
Bob Falbacher
PO Box 38413
Dallas, TX 75238-0413
Tel: 214 553 1311
Fax: 214 348 7106

Graybar Electric Co. Inc.   Trade Debt              $273,827
Dale Jensen
PO Box 840458
Dallas, TX 75284
Tel: 817 213 1263
Fax: 817 213 1339

Sprint North Supply         Trade Debt              $190,062

Montrose/CDT                Trade Debt              $112,034

Cable Plus, Inc.            Trade Debt              $111,369

Judd Wire, Inc.             Trade Debt              $107,122

Corning Cable Systems LLC   Trade Debt               $66,687

Burnsville Bhiffs           Trade Debt               $60,408

Force Electronics           Trade Debt               $57,000


OXIS INT'L: Capital to Sustain Ongoing Operations Runs Out
----------------------------------------------------------
International, Inc. (OTCBB:OXIS) (Nouveau Marche:OXIS) announced
a net loss of $367,000 for the quarter ended September 30, 2001,
down from $1,119,000 for the third quarter of 2000.

The decline in the net loss is attributable primarily to the
Company having scaled back its operations and corresponding
reductions in its personnel and other expenses. Total revenues
for the quarter were $640,000 as compared to $1,039,000 in the
prior year's quarter.

For the first nine months of 2001, OXIS reported a net loss of
$3,269,000 as compared to $3,188,000 for the first nine months
of 2000. Total revenues for the period were $2,455,000 as
compared to $2,761,000 in the period of the prior year.

The Company pointed out that it is without capital to sustain
ongoing operations. Its working capital decreased from
$2,511,000 at December 31, 2000, to a negative $195,000 at
September 30, 2001, largely as a result of its net loss during
the period. The Company stated that it is continuing efforts to
secure additional funds through asset sales, investments, or
loans, but that it could not provide any assurance that it will
be able to raise any additional funds, or that any funds will be
available to it on acceptable terms. It also noted that any
equity financing probably would significantly dilute current
shareholders. The Company repeated a warning that it made in
announcing its second quarter losses that its failure to secure
additional funds in the near future would materially affect the
Company and its business, and might compel it to cease
operations or to seek protection of the courts through
reorganization, bankruptcy or insolvency proceedings.
Consequently, it reiterated that its shareholders could lose
their entire investment in the Company.

While the Company continues to believe that its therapeutic
products and technologies have considerable promise, their
commercial success is dependent on the Company's ability to
develop business alliances with biotechnology and/or
pharmaceutical companies with the resources necessary to develop
and market them. There can be no assurance that the Company's
efforts to develop such alliances will be successful.

OXIS, headquartered in Portland, Ore., focuses on developing
technologies and products to research, diagnose, treat and
prevent diseases associated with damage from free radical and
reactive oxygen species -- diseases of oxidative stress. The
Company holds the rights to three therapeutic classes of
compounds in the area of oxidative stress.


PACIFIC GAS: Court Approves Ernst & Young's Engagement
------------------------------------------------------
Pacific Gas and Electric Company is authorized to retain and
employ E&Y Corporate Finance LLC (EYCF) as financial and
restructuring advisors, pursuant to section 327 of the
Bankruptcy Code, on the terms and conditions set forth in the
Application and the Engagement Letter, by virtue of such
retention from E&Y Capital Advisors LLC (EYCA) to EYCF. (Pacific
Gas Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


POLAROID CORP: First Creditors' Meeting Set for Today
-----------------------------------------------------
The United States Trustee for Region 3 will convene a general
meeting of Creditors of Polaroid Corporation and its debtor-
affiliates pursuant to 11 U.S.C. Sec. 341(a) on November 19,
2001 at 11:00 a.m., on the 2nd Floor, Room 2112 at J. Caleb
Boggs Federal Building in Wilmington, Delaware.  All creditors
are invited, but not required, to attend.  This Official Meeting
of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.  The U.S. Trustee does not permit this meeting to be
used as a substitute for examinations properly taken pursuant to
Rule 2004 of the Federal Rules of Bankruptcy Procedure.  
Additionally, corporate officers testifying at these meetings
generally are well prepared and are cautious not to disclose any
material non-public information not already disclosed in SEC
filings and court pleadings. (Polaroid Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PRIME RETAIL: Must Seek Financing Options to Continue Operations
----------------------------------------------------------------
Prime Retail, Inc. (OTC Bulletin Board: PMRE, PMREP, PMREO)
announced its operating results for the third quarter ended
September 30, 2001.

Funds from Operations ("FFO") was $5.5 million after allocations
to minority interests and preferred shareholders, for the
quarter ended September 30, 2001 compared to $13.9 million for
the same period in 2000.  The third quarter of 2001 FFO results
include a non-recurring loss of $1.0 million related to the
refinancing of first mortgage loans on Prime Outlets at Birch
Run (the "Birch Run Outlet Center").  The third quarter of 2000
FFO results included non- recurring charges totaling $1.1
million incurred in connection with the termination of a
proposed sales transaction and construction project.  Excluding
the impact of these non-recurring items, FFO was $6.5 million
for the third quarter of 2001 and FFO was $15.0 million for the
third quarter of 2000.

The decrease in FFO for the third quarter of 2001 compared to
the same period in 2000 is primarily attributable to the
following factors:

     -- the December 2000 sale of four outlet centers, including
the assumption of mortgage indebtedness by the purchaser, which
resulted in a decrease in net operating income of $7.0 million
partially offset by interest savings of $3.2 million;

     -- higher interest expense, excluding the impact of the
above interest savings, of $0.6 million resulting from (i)
higher borrowing costs and (ii) reduced capitalized interest on
development projects;

     -- an increase in the provision for uncollectible accounts
receivable of $1.2 million resulting in part from certain tenant
bankruptcies, abandonments and store-closings; and

     -- reduced average occupancy in the outlet center portfolio
(89.9% and 91.2% for the 2001 and 2000 quarters, respectively).

Year-to-date FFO Results:

FFO was $19.9 million after allocations to minority interests
and preferred shareholders, for the nine months ended September
30, 2001 compared to $44.5 million for the same period in 2000.  
The FFO results for the nine months ended September 30, 2001
include a non-recurring loss of $1.0 million related to the
refinancing of first mortgage loans on Prime Outlets at Birch
Run.  The FFO results for the nine months ended September 30,
2000 included net non-recurring items totaling a negative $2.5
million. Such non-recurring items included (i) severance and
other compensation costs aggregating $2.4 million, (ii)
professional fees of $1.5 million related to refinancing
activities, and (iii) $1.1 million of transaction and
construction termination costs; partially offset by a gain on
the sale of outparcel land of $2.5 million.  Excluding the net
impact of these non-recurring items, FFO was $20.9 million for
the nine months ended September 30, 2001 and FFO was $47.0
million for the nine months ended September 30, 2000.

The decrease in FFO for the nine months ended September 30, 2001
compared to the same period in 2000 is primarily attributable to
the following factors:

     -- the December 2000 sale of four outlet centers, including
the assumption of mortgage indebtedness by the purchaser, which
resulted in a decrease in net operating income of $20.7 million
partially offset by interest savings of $9.5 million;

     -- higher interest expense, excluding the impact of the
above interest savings, of $6.9 million resulting from (i)
higher borrowing costs and (ii) reduced capitalized interest on
development projects;

     -- an increase in the provision for uncollectible accounts
receivable of $4.5 million resulting in part from certain tenant
bankruptcies, abandonments and store-closings;

     -- reduced average occupancy in the outlet center portfolio
(89.9% and 91.0% for the nine months ended September 30, 2001
and 2000, respectively); and

     -- the February 2000 sale of a 70% joint venture interest
in Prime Outlets at Williamsburg which resulted in a decrease in
net operating income of $1.0 million partially offset by
decreased interest expense of $0.4 million.

GAAP Results:

In accordance with accounting principles generally accepted in
the United States ("GAAP"), the GAAP loss before gain on sale of
real estate and minority interests was $73.3 million and $4.4
million for quarter ended

September 30, 2001 and 2000, respectively.  The GAAP loss before
gain on sale of real estate and minority interests was $86.7
million and $31.8 million for the nine months ended September
30, 2001 and 2000, respectively.

The GAAP results for 2001 include (i) a non-recurring provision
for asset impairment of $63.0 million, (ii) a non-cash third
quarter charge of $1.9 million related to an interest rate
subsidy agreement on a $63.0 million first mortgage loan (the
"Birch Run First Mortgage Loan") secured by the Birch Run Outlet
Center and (iii) a non-recurring third quarter loss of $1.0
million related to the refinancing of first mortgage loans on
the Birch Run Outlet Center.

During the third quarter of 2001, management determined that
certain events and circumstances had occurred, including reduced
occupancy and limited leasing success, that indicated that four
of the Company's wholly-owned properties were permanently
impaired.  As a result, the Company recorded a third quarter
provision for asset impairment representing the write-down of
the carrying value of these properties to their estimated fair
value in accordance with the requirements of Statement of
Financial Accounting Standards ("SFAS") No. 21.

The Company and Estein & Associates USA, Ltd., through
affiliates, have 30% and 70% ownership interests, respectively,
in the joint venture partnership (the "Prime/Estein Venture")
that indirectly owns the Birch Run Outlet Center.  The Company,
through affiliates, refinanced the Birch Run Outlet Center on
August 21, 2001 and, pursuant to Venture-related documents to
which affiliates of the Company are parties, the Company is
obligated to provide to, or obtain for, the Prime/Estein Venture
fixed rate financing at an annual rate of 7.75%.  As a result,
each month during the term of the Birch Run First Mortgage Loan
the Company will be obligated to pay to the Prime/Estein Venture
the difference between the actual cost of the financing at an
annual effective rate of 8.12% and the assumed cost of the
financing at an annual rate of 7.75% (the "Interest Rate
Subsidy").  The total of the payments to be made by the Company
to the Prime/Estein Venture over the term of the Birch Run First
Mortgage Loan will be $2.7 million.  During the third quarter of
2001, the Company recorded a non-recurring loss of $1.9 million
in other charges representing the net present value of the
Interest Rate Subsidy.

The GAAP results for 2000 include the following significant non-
recurring items:

     -- a second quarter provision for asset impairment of $8.5
million for two of the Company's properties in accordance with
SFAS No. 121;

     -- losses of $0.4 million and $14.7 million for the third
quarter and nine months ended September 30, 2000, respectively,
related to the discontinuance of the Company's e-commerce
subsidiary, primeoutlets.com inc., also know as eOutlets.com;

     -- third quarter transaction and construction termination
costs aggregating $1.1 million included in other charges;

     -- general and administrative expenses consisting of
severance and other compensation costs aggregating $2.4 million
through the first two quarters;

     -- second quarter professional fees included in general and
administrative expenses of $1.5 million related to refinancing
activities;

     -- a gain of $0.3 million and loss of $1.8 million for the
third quarter and nine months ended September 30, 2000,
respectively, related to the discontinuance of the Company's
Designer Connection retail outlet stores; and

     -- a first quarter gain on the sale of outparcel land of
$2.5 million included in other income.

Merchant Sales:

Same-space sales in the Company's outlet centers decreased by
4.5% and 3.1% for the third quarter and nine months ended
September 30, 2001, respectively, compared to the same periods
in 2000.  "Same-space sales" is defined as the weighted-average
sales per square foot reported by merchants for space opened and
occupied since January 1, 2000.  During the third quarter and
nine months ended September 30, 2001, same-store sales decreased
by 9.2% and 6.2%, respectively, compared to the same periods in
2000.  "Same-store sales" is defined as the weighted-average
sales per square foot reported by merchants for stores opened
and operated by the same merchant since January 1, 2000.  For
the fiscal year ended December 31, 2000, the weighted- average
sales per square foot reported by all merchants was $245.  As of
September 30, 2001, Prime Retail's outlet center portfolio was
89.6% occupied.

Liquidity Matters:

The Company's liquidity depends on cash provided by operations,
funds obtained through borrowings, particularly refinancings of
existing debt, and cash generated through asset sales.  The
Company believes that estimated cash flows from operations and
current financial resources may be insufficient to repay
scheduled principal obligations in 2002 and fund operating
activities. Accordingly, the Company is in the process of (i)
seeking to generate additional liquidity through new financings
and the sale of assets, (ii) negotiating with existing lenders
to defer a portion of the principal payments due during the next
year and (iii) reducing its cost of operations.  There can be no
assurance that the Company will be able to secure additional
sources of liquidity or reach satisfactory resolution with its
lenders.  Should the Company be unable to secure additional
sources of liquidity or reach satisfactory resolution with its
lenders, there would be substantial risk as to whether the
Company would be able to continue during 2002 as a going
concern.

Cost Reduction Initiative:

The Company has undertaken steps to reduce its cost of
operations, including laying-off employees and reducing its
office space.  The cost reductions initiative is expected to
reduce gross 2002 overhead costs to a level approximately $7.5
million, or 30%, less than 2001 overhead costs, which will be a
reduction of $14.0 million, or 44%, compared to 2000 overhead
costs. As a result of a reduction-in-force implemented in
November 2001, the Company expects to incur a one-time charge of
approximately $0.5 million during the fourth quarter of 2001.

Special Meeting:

As previously announced, (i) the Company does not expect to pay
distributions on its 10.5% Series A Senior Cumulative Preferred
Stock, 8.5% Series B Cumulative Participating Convertible
Preferred Stock, common stock or common units of limited
partnership interest in Prime Retail, L.P. during 2001 and (ii)
since the Company is more than six quarters in arrears on its
preferred stock distributions, the Company will hold a Special
Meeting of its Preferred Stockholders on December 6, 2001 for
the purpose of electing two new members to the Company's Board
of Directors.

Prime Retail is a self-administered, self-managed real estate
investment trust engaged in the ownership, development,
construction, acquisition, leasing, marketing and management of
outlet centers throughout the United States and Puerto Rico.  
Prime Retail's outlet center portfolio currently consists of 45
outlet centers in 25 states and Puerto Rico totaling
approximately 12.7 million square feet of GLA.  As of October
31, 2001, Prime Retail's outlet portfolio was 90.9% occupied.  
The Company also owns two community shopping centers totaling
227,000 square feet of GLA and 154,000 square feet of office
space.  Prime Retail has been an owner, operator and a developer
of outlet centers since 1988.  For additional information, visit
Prime Retail's web site at http://www.primeretail.com


QUALITY STORES: Will Close 89 Stores Under Restructuring Plan
-------------------------------------------------------------
Quality Stores plan to close 89 stores and streamline its
operations under bankruptcy protection, which was approved on
November 1, 2001 by the US Bankruptcy Court for the Western
District of Michigan in Grand Rapids. As part of that plan, the
89 stores will be liquidated and closed by a joint venture group
comprised of Hilco Merchant Resources, of Northbrook, IL and The
Ozer Group of Needham, MA.

In preparation for the liquidations that will begin November 15,
"Store Closing" signs are being hung and steep discounts are
being taken on all merchandise in these 89 stores. The Company
estimates that more than $37 million of inventory at ticket will
be sold during the brief liquidation.

Since 1935 Quality Stores has served rural America as a
specialty retailer of farm and agriculture-related products,
livestock equipment and supplies, shop tools, lawn and garden
items and automotive accessories. On October 20, 2001 an
involuntary bankruptcy filing was submitted but the company
continued to operate under the regulating laws of the petition.
The company engaged legal and financial advisors in an effort to
restructure and evaluate financial options. As a result, 177
stores east of the Mississippi River will remain in operation
while 89 stores, primarily west of the Mississippi River, will
immediately commence going out of business sales. The closing
stores operate in Colorado, Iowa, Kansas, Missouri, Nebraska and
Wyoming under the following names: Country General, CT Farm &
Country and Quality Farm & Country.

"In an effort to restructure, Quality Stores has made the
difficult decision to close these 89 stores. The short-term
upside is really for the consumer, with this Store Closing Sale
providing customers with excellent values on known quality
merchandise," said Michael Keefe, President & Chief Executive
Officer of Hilco Merchant Resources. "Liquidating these stores
is a prudent change necessary for long-term success."

Hilco Merchant Resources is the foremost industry expert in the
liquidation of retail merchandise. Hilco, a Chicago based firm
with offices in Boston, Toronto and London, is a broad-spectrum
financial resource with unparalleled asset knowledge and
expertise. Hilco is composed of the top people in the fields of
inventory, receivables, machinery, equipment and real estate
appraisal services, machinery & equipment auction services, real
estate services, merchant resources for the redeployment of
inventory, acquisition of receivables and junior secured debt
financing. This senior management team has an average of 20
years in their respective business area and Hilco has done in
excess of $15 Billion in transactions.

Based in Needham, Mass., The Ozer Group is one of the country's
leading retail consulting, business evaluation and asset
disposition firms. Ozer is quick, flexible and creative in
offering solutions to retailers of all sizes throughout North
America and Europe. In addition to helping companies maximize
realization for their assets, Ozer manages human resources
issues, real estate relationships and other critical areas that
are affected when companies undergo change. Ozer's management
and partners are retailers who have managed thousands of stores
and billions of dollars in inventory. To learn more about The
Ozer Group, visit http://www.ozergroup.com


RG RECEIVABLES: S&P Cuts $100MM 9.6% Note Rating Down to B-
-----------------------------------------------------------
Standard & Poor's lowered its rating on RG Receivables Co.
Ltd.'s $100 million 9.6% notes to single-'B'-minus from single-
'B'-plus and removed the rating from CreditWatch where it was
placed on Aug. 6, 2001.

The RG Receivables' notes are secured by the proceeds of credit
and charge card receivables generated by the sale of airline
tickets in the U.S. to Viacao Aerea Rio-Grandense S.A. (Varig)
customers flying between Brazil and the U.S. The transaction is
structured to capture off-shore U.S. dollar-denominated payments
generated from the sale of tickets on Varig S.A. flights between
Brazil and the U.S. and between the U.S. and Tokyo, Japan.

As is the case with all future flow transactions, the RG
Receivables rating is closely linked to the underlying
performance risk of the generator of the securitized assets,
Varig S.A. Thus, a major component of the transaction rating is
Standard & Poor's assessment of Varig's creditworthiness, its
ability to continue operating, and its willingness and ability
to maintain sufficient service to designated U.S. destinations
until the notes are fully paid.

The lowered rating reflects the more difficult operating
environment that Varig faces in the wake of the economic
slowdown in Brazil and the significant drop in global travel in
the aftermath of the terrorist attacks of Sept. 11, 2001. These
factors have put into question the airline's ability to maintain
flight frequencies and load factors on its routes to the U.S.
sufficient to generate the revenue required to cover debt
service payments on the RG Receivables' transaction and cover
ongoing company liquidity needs.

Varig's management has responded to recent events by embarking
on a cost cutting effort that could yield measurable savings.
The company is renegotiating aircraft lease agreements,
attempting to reduce certain labor costs, and considering the
sale of certain noncore assets. The company currently is in
discussions with General Electric (GE) to renegotiate several
aircraft leases; this process could include the return of
several aircraft to GE. Standard & Poor's believes that three or
four of the aircraft at issue with GE are MD-11 long-haul
aircraft used on international flights. In addition, the company
is reducing flight frequencies modestly on its international
flights to reflect lower traffic levels. Flight frequencies on
the transaction-critical routes to the U.S. have been reduced,
but Varig management believes that their frequency will be
maintained at the minimum average of 32 flights per week
required by the RG Receivables bond indenture.

Although these steps could help bring the company's cost base in
line with its newly reduced revenue generating capacity, much
depends on the severity of the economic slowdown in Brazil and
in the global travel industry generally over the near term. In
addition, these cost reductions do little to mitigate the
negative impact of reduced traffic on Varig's Brazil to U.S. and
Brazil to Japan routes that generate the receivables securitized
in the RG Receivables transaction.

Although the risk of default on the transaction has risen enough
to justify a reduction in the rating to single-'B'-minus,
Standard & Poor's notes that the transaction performed as
designed in 1999 despite similar financial pressures and a broad
restructuring of Varig's debt undertaken at that time with the
company's other creditors. In addition, the receivables coverage
level on the transaction remains adequate, at an estimated 2.7
times quarterly debt service due for the current quarter ending
November 28, although this is down from a level of 3.9x during
the same period of 2000.

Standard & Poor's also notes, however, that the slowdown in
Varig's business in 1999 was driven mostly by economic
conditions in Brazil, with the global travel market much more
robust. Varig's current problems are, however, part of a much
larger global travel slump. Therefore, an improvement in Varig's
prospects, and by extension the rating of the RG Receivables
transaction, will hinge not just on the prospects for a recovery
in Brazil's economy, but also on a recovery in the global travel
industry.


RESPONSE ONCOLOGY: Continues Negotiations for Financing Options
---------------------------------------------------------------
Response Oncology, Inc., (OTC Bulletin Board: ROIX) announced
its financial results for the third quarter and nine months
ended September 30, 2001.

Net revenues for the three months were $29.5 million, down 1
percent from $29.7 million for last year's third quarter.  
Several factors contributed to the decline.

     -- The 57 percent decrease in IMPACTr Center revenue
continued to reflect the pullback in breast cancer admissions,
which resulted from the high dose chemotherapy/breast cancer
study presented at the American Society of Clinical Oncology
(ASCO) in May 1999.  As a result of the decline in referrals,
the Company has closed 30 IMPACT Centers since September 30,
2000.  Response Oncology also experienced a decline in insurance
approvals on some of the high dose referrals it obtained.

     -- Physician practice management (PPM) fees were down 18
percent, primarily due to the termination of a management
service agreement in February 2001.  However, net revenue on a
same-practice basis increased 4 percent for the third quarter.

     -- Clinical research revenue decreased, reflecting the
Company's decision to wind down its standard and high dose
chemotherapy clinical trials. During the quarter, Response
Oncology concluded and/or terminated the remaining clinical
trials and sold the assets and research infrastructure of this
segment to a third party.  According to the Company, the
transaction is pending Bankruptcy Court approval, and it will
not result in a material gain or loss.

These decreases were partially offset by a 59 percent rise in
pharmaceutical sales to physicians, resulting from the addition
of a new pharmacy management contract signed in February 2001
and higher drug utilization by  physician groups who have
agreements with Response Oncology. The Company noted that it has
received notice of termination of one pharmacy management
contract effective September 30, 2001.

All operating and general expenses -- including reorganization
costs of $621,000, while excluding pharmaceuticals and supplies
-- for the latest quarter were down 27 percent, or $2.3 million.  
This improvement reflected cost reduction and containment steps
put in place in the first quarter of 2000, lower patient
volumes, fewer IMPACT Centers and the termination of a
management service agreement, tempered by increased costs for
professional services related to the Company's restructuring
efforts and bankruptcy filing. Pharmaceuticals and supplies
expense increased 13 percent due to increased volume in
pharmaceutical sales to physicians and the practice management
division's greater utilization of new and higher cost
chemotherapy agents.

Earnings before interest, taxes, depreciation and amortization
(EBITDA) declined $490,000 to $10,000 for the most recent
quarter from $500,000 a year ago.  EBITDA excluding
reorganization costs was $631,000 for the most recent quarter,
compared with $500,000 for the same quarter last year.  The
Company's net loss was $707,000 compared with a net loss of
$947,000 for the third quarter of 2000.

               Third Quarter Begins to Show Progress

President and Chief Executive Officer Anthony M. LaMacchia said,
"We have worked diligently to stabilize operations, maximize
profitability and reduce costs, and we believe that progress is
visible this quarter.  We will maintain this focus while we
evaluate our strategic alternatives and develop our
reorganization plan.  Our discussions with certain parties
seeking alternative debt or equity financing as part of our
reorganization plan continue, as well as negotiations related to
the sale of all or part of our business operations."

                         Nine-Month Results

Net revenues for the nine months were 8 percent lower, at $92.0
million compared with $100.0 million for the year-ago period.  
This reflected a 59 percent decline in IMPACT Center revenues, a
14 percent reduction in PPM fees, and a 65 percent drop in
clinical research revenue.  Pharmaceutical sales to physicians,
however, were up 22 percent.

All operating and general expenses -- including reorganization
costs and excluding pharmaceuticals and supplies -- were 20
percent lower for the nine months of 2001.

EBITDA for the nine months decreased $3.7 million to $84,000 in
2001 from $3.8 million for the 2000 period.  Response Oncology's
net loss for the nine months ended September 30, 2001, was $2.8
million versus a net loss of $1.4 million for last year's nine
months.

As previously announced, the Company and its wholly owned
subsidiaries filed voluntary petitions for relief under Chapter
11 of the United States Bankruptcy Code in the United States
District Court for the Western District of Tennessee on March
29, 2001.  Response Oncology is developing a reorganization plan
to restructure its obligations and operations. There can be no
assurance that any reorganization plan that is effected will be
successful.

Response Oncology, Inc. is a comprehensive cancer management
company.  The Company provides advanced cancer treatment
services through outpatient facilities known as IMPACTr Centers
under the direction of practicing oncologists; owns the assets
of and manages the nonmedical aspects of oncology practices; and
compounds and dispenses pharmaceuticals to certain medical
oncology practices for a fee.


STARTEC GLOBAL: Commences Talks to Restructure 12% Senior Notes
---------------------------------------------------------------
Startec Global Communications Corporation (OTC Bulletin Board:
STGC.OB), reported that it will not be making the $9.6 million
semi-annual interest payment due on November 15, 2001, on its
$160 million of 12% Senior Notes. The Company has a period of
thirty days to cure this default. Startec is in the process of
negotiating a restructuring of this debt with the note holders.

Startec is a facilities- based provider of Internet Protocol
communications services, including voice, data and Internet
access, which it markets to ethnic residential customers and to
enterprises, international long-distance carriers and Internet
service providers transacting with the world's emerging
economies.

The Company reported net revenues for the quarter ended
September 30, 2001 of $38.1 million, a decrease of $45.1
million, or 54%, compared to the $83.2 million in net revenues
recorded in the third quarter of 2000. The gross margin
percentage reached 31% of revenues in the third quarter, 2001,
an increase over both the 22% margin recorded in the quarter
ended September 30, 2000, and the 27% margin recorded in the
second quarter of 2001.

General and Administrative expenses totaled $10.6 million in the
third quarter of 2001, a $5.6 million, or 34%, reduction as
compared to the $16.2 million in G&A expenses incurred in the
third quarter of 2000. Selling and Marketing expenses for the
three months ended September 30, 2001 decreased by $4.2 million,
or 82%, to $0.9 million from the $5.1 million incurred in the
comparable period in the prior year.

Earnings before interest, taxes, depreciation and amortization
("EBITDA") totaled $188 thousand in the third quarter of 2001.
This result compares favorably with the EBITDA loss of $2.9
million recorded in the third quarter of 2000, and the EBITDA
loss of $0.4 million (before non-operating charges) reported in
the second quarter of this year.

The Company recorded a loss on impairment totaling $9.8 million
in the third quarter of 2001. The loss represents the impairment
of certain long- lived assets and certain other intangible
assets resulting from the revision downward of anticipated
economic benefits in light of severely deteriorated market
conditions and from the decision to exit certain unprofitable
business lines.

The net loss for the third quarter of 2001 was $24.3 million as
compared to a net loss of $15.1 million in the third quarter of
2000.

Ram Mukunda, Startec President and CEO, said that over the past
several quarters the Company had taken several steps to restore
profitability. "First, we recalibrated operations worldwide, to
eliminate low margin services offerings. Second, we realigned
sales and marketing units to focus on profitable business lines
and profitable customers. Third, we consolidated and centralized
customer service, Network Operations and Monitoring (NOC),
routing, Billing and Collections (B&C) and other functions.
Fourth, we right- sized the organization to bring G&A expenses
to appropriate levels. Fifth, we automated labor-intensive
processes and introduced systems that helped the organization
become more customer focused."

"These actions, while reducing overall revenue and associated
G&A, have enabled the Company to severely curtail its cash burn
and become profitable on the EBITDA line," said Mr. Mukunda.
"However, the operations of the company continue to be under
pressure from the lack of liquidity and limited access to low
cost routes that require prepayment. We are addressing these
issues by increasing working capital through a shift of
customers from LEC billing to direct billing, a step that is
expected to improve collections from over 100 days to
approximately 45 days. We are also changing the global routing
of traffic based on complex software-driven decision support
that takes into account variables such as the payment history of
customers and the payment requirements of vendors. This latter
step is expected to decrease revenue in the short term but will
increase working capital," he added.

Startec is in negotiations with its creditors to restructure the
balance sheet and is also in discussions with potential
investors to raise new equity capital. There can be no assurance
that such new financing will be available on acceptable terms,
or that management will be able to restructure its debt. In the
event that Startec is unable to obtain such additional financing
or restructure its debt, there will be a material and adverse
effect on its financial condition, to the extent that a
restructuring, sale or liquidation will be required in whole or
in part. The Company may be required to seek protection under
the applicable bankruptcy laws while it restructures its debt
and capital structure.

At September 30, 2001, the Company had current assets of $46.4
million, composed primarily of cash and cash equivalents of $4.4
million and $21.1 million in accounts receivable (net of
allowance of doubtful accounts of $19.1 million), receivables
pledged to creditors of $15.0 million and other current assets
of $6.0 million. Total non-current assets of $129.0 million were
composed primarily of $104.0 million of net property, plant and
equipment, $16.4 million of intangible assets net of accumulated
amortization, and $6.5 million in other long-term assets.  Total
assets at September 30, 2001, were $175.4 million as compared to
$254.0 million at December 31, 2000.

Current liabilities at the end of the third quarter of fiscal
2001 were $320.5 million and included $60.4 million in accounts
payable as well as all amounts outstanding under the Company's
vendor and credit facilities and senior notes. As a result, the
Company has no non-current liabilities as of September 30, 2001.
Total liabilities of $320.5 million for the quarter just ended
were marginally lower than the total liabilities of $322.7 at
December 31, 2000.

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


TRAK AUTO: Begins Liquidation Sales in 79 Stores in 3 States
------------------------------------------------------------
Car owners and "do-it-yourself" mechanics will find all the
quality automotive parts and accessories they need at
liquidation prices as store closing sales begin in 79 regional
Trak Auto stores throughout Illinois, Wisconsin and Indiana.

The sales are part of a restructuring strategy implemented by
Trak Auto, the leading retailer in discount automotive parts
operating under the trade names of Trak Auto, Super Trak, Super
Trak Warehouse and Trak Auto Parts Warehouse. All other Trak
Auto stores will remain open and conduct business as usual.

The final liquidation sales in the Illinois, Indiana, and
Wisconsin stores start Thursday. Discounts are being taken on
all merchandise including oil, tires, cleaners, filters,
batteries, and radiators. Well-known brand names such as
ACDelco, Armor All, Pennzoil, STP, Bosch and Castrol will be
featured in the liquidation

"The extensive automotive inventory and quality brand names
available at the closing Trak Auto Stores will offer the ``home'
mechanic the opportunity to purchase many additionally
discounted values . . . adding more outstanding buying power for
the dollar," said Cory Lipoff, Executive Vice President of Hilco
Merchant Resources. Hilco Merchant Resources, Hilco Real Estate,
LLC and Gordon Brothers Retail Partners LLC have been appointed
by the bankruptcy court to manage the sales.

Hilco Merchant Resources, a Chicago based firm with offices in
Boston, Toronto and London, is a broad-spectrum financial
resource with unparalleled asset knowledge and expertise. Hilco
is composed of the top people in the fields of inventory,
machinery, equipment and real estate appraisal services,
machinery & equipment auction services, real estate services,
merchant resources for the redeployment of inventory,
acquisition of receivables and junior secured debt financing.
This senior management team has an average of 20 years in their
respective business area and Hilco has done in excess of $15
Billion in transactions.

Founded in 1903, Gordon Brothers Group helps both healthy and
underperforming retail companies maximize the value of their
assets through the disposition of excess inventory and real
estate, the facilitation of mergers and acquisitions, the
appraisal of retail assets and the provision of equity and
Tranche B capital. During the past two years, Gordon Brothers
converted over $9 billion worth of inventory into cash for its
clients, disposed of and/or mitigated over $2 billion of
leasehold obligations, conducted appraisals on $40 billion of
retail inventories, and provided financing to some of the
nation's premier retailers.


VIASOURCE COMMS: Files for Chapter 11 Reorganization in Florida
---------------------------------------------------------------
Viasource Communications, Inc. (Nasdaq: VVVV), a leading
nationwide broadband technology deployment organization,
announced that it has voluntarily filed petitions in Florida for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.  GE
Capital Corp., Viasource's principal lender, has agreed to
provide $10 million debtor-in-possession (DIP) financing. The
DIP financing will supplement the Company's cash flow and allow
Viasource to continue serving customers and paying employees and
creditors while it restructures.

"With GE Capital's support, we intend to use the Chapter 11
protection to keep Viasource firmly on track to financial health
while continuing to provide customers our highest level of
service," said President and Chief Operating Officer Colin
McWay.   "Over the past several months, we have made significant
strides toward, and essentially completed, a strategic
restructuring to address administrative inefficiencies and
better integrate and streamline the business.  However, given
our current cash position, filing for Chapter 11 protection is
now a necessary step to complete the turnaround while continuing
to support operations in the field and serve our customers.

"The reliable service that Viasource provides is still in
demand, and with our nationwide network of over 2,200 field
managers and technicians, we can continue to meet customers'
needs.  To further strengthen our commitment to customers and
ensure consistent, seamless service across all of our markets,
we are focusing our resources and support on our employees in
the field - the people who make the critical difference in
satisfying customers."

Noting that motivated employees are key to the success of the
Company's future, McWay said employees' compensation plans,
including medical benefits, would remain in place.

Said Stephen W. Hipp, Vice President of GE Capital's
Communications Group, "We support Viasource's decision to use
the Chapter 11 process to help it become a more competitive,
more profitable company.  We intend to work closely with the
Board and management to help the Company execute a successful
turnaround and realize its full potential."

Additionally, the Company announced that it has retained the
LoftusGroup LLC, one of the country's premier turnaround
consulting firms, to assist management through the Chapter 11
process. Further details can be accessed at the Company's
website, http://www.viasource.net

Viasource is a leading independent enabler of advanced broadband
and other wired and wireless communications technologies to
residential and commercial customers in the United States. The
Company provides outsourced installation, fulfillment,
maintenance and support services to leading cable operators,
direct broadcast satellite operators and other broadband
Internet access providers, including DSL and fixed wireless
companies. The Company also provides network integration and
installation services to a variety of other companies. The
Company's services are focused on the "last mile," defined as
the segment of communications that connects the residence or
commercial customer. The Company is the only provider of these
services with a nationwide footprint, currently employing over
2,400 employees around the United States.


VIASOURCE COMMUNICATIONS: Chapter 11 Case Summary
-------------------------------------------------
Lead Debtor: Viasource Communications, Inc.
             200 E Broward Blvd 21 Fl
             Ft. Lauderdale, FL 33301

Bankruptcy Case No.: 01-28390

Debtor affiliates filing separate chapter 11 petitions:

             Entity                          Case No.
             ------                          --------
             Communications Resources,
             Inc. Cherry Hill                01-28391
             Viasource Holdings, Inc.        01-28392
             Communication Resources,
             Inc. (CRI)                      01-28393
             DSC Acquisition, Inc.           01-28394
             SCC Acquisition, Inc.           01-28395
             Telecore, Inc.                  01-28396
             Excalibur Communications, Ltd.  01-28397
             RTK Corporation                 01-28398
             Queens Cable Contractors,
             Inc. QCC                        01-28399
             Wireless & Cable
             Communications, Inc.            01-28400
             Telecrafter Acquisition, Inc.   01-28401
             P C Network Solutions           01-28402
             
Chapter 11 Petition Date: November 15, 2001

Court: Southern District of Florida (Broward)

Judge: Raymond B. Ray

Debtors' Counsel: David R. Softness, Esq.
                  1 SE 3 Ave 28 Fl
                  Miami, FL 33131
                  305-374-5600


VIASYSTEMS INC: Fitch Junks Senior Subordinated Notes
-----------------------------------------------------
Fitch has lowered Viasystems Inc.'s senior subordinated notes
rating to 'CCC-' from 'B-' and the company's senior secured bank
facility rating to 'B-' from 'B+'. The Rating Outlook remains
Negative.

Thursday's action reflects the company's continued weakened
credit protection measures, limited financial flexibility, and
further deterioration of the company's end markets. The company
will continue to suffer from its exposure to telecommunications
and networking customers (more than 50% of revenues) due to the
difficult economic and industry environment. The negative
outlook incorporates the company's high leverage and
increasingly strained capital structure, which is anticipated to
further pressure credit protection measures. Other factors
considered are the concentrated customer base, event risk
surrounding the company's restructuring, and overall limited
revenue visibility in the marketplace. The ratings also consider
Viasystems' strong niche position in the electronic
manufacturing (EMS) industry and worldwide full-service
footprint, especially in low-cost regions like China.

Fitch estimates Viasystems' interest coverage ratio is less than
2 times as of Sept. 30, 2001, and that leverage (total debt-to-
EBITDA) is greater than 6x, up from less than 4x at year-end
2000. Fitch expects that leverage will increase materially over
the next few quarters as a result of cash flow pressures more so
than an increase in total debt.

As of Sept. 30, 2001, the company had cash of $27.3 million and
total debt of approximately $1.1 billion, consisting of
approximately $500 million of senior subordinated notes due
2007, nearly $100 million of senior unsecured notes, $440
million of term loans, and $26.2 million drawn under Viasystems'
$150 million revolver. The $100 million reduction in the
revolver was mainly a result of the company using the proceeds
from the placement on July 2, 2001, of $100 million of senior
unsecured notes due 2007, with deferred interest payments to its
majority owner. Favorably, annual principal repayments of the
company's total debt do not exceed $27 million until 2003. The
company is currently in compliance with its sole financial
covenant, a senior secured debt-to-EBITDA figure of 3.25x that
gradually increases to 4.20x at the end of the first quarter of
2002 and then decelerates. However, due to profitability
concerns for the next few quarters, there is significant risk
that the company will not remain in compliance with this
covenant. Access to the capital markets remains limited.

The electronics manufacturing services (EMS) industry has
experienced lower gross margins, lower EBITDA margins, and
deteriorating credit statistics for the first nine months of
2001, and companies in the industry have very limited visibility
regarding revenue growth, earnings, and orders. As a result,
Viasystems has responded with an aggressive cost cutting
program, including shifting a majority of its PCB production to
its China facilities and reducing its workforce by more than
20%. However, competitive pricing pressures still exist and
Fitch anticipates that EBITDA margins will continue to be
pressured for the remainder of 2001 with a potential improvement
in 2002 if the company's restructuring actions are successful.
However, the company's revenue base remains challenged
considering the lower than expected results for the third
quarter and continued further pressure for the intermediate
term.


WARNACO GROUP: Milford Lease Decision Period Extended to Jan. 31
----------------------------------------------------------------
The Warnaco Group, Inc., and Crown Milford, LLC, present the
Court with a stipulation extending the period within which the
Debtors may assume or reject the unexpired lease of
nonresidential real property at 470 Wheeler Road in Milford,
Connecticut.

Specifically, the parties have agreed that the time to assume or
reject the Milford Lease is further extended through and
including March 8, 2002, without prejudice to the rights of the
Debtors to seek further extensions and Crown Milford to object
to such requests.

The property subject to the Milford Lease is an office building
with 4 floors (including the basement), which the Debtors use
exclusively as their national administrative headquarters.  The
Debtors are obligated to pay Milford $141,868 per month or
$1,702,419 in base rent.  The lease has yet to expire on January
31, 2009.

Moreover, the parties also agree that the Debtors must provide
Crown Milford at least 90 days written notice of rejection of
the Milford Lease prior to the later of:

    (i) the date of the entry of the order approving such
        rejection, and

   (ii) the Rejection Effective Date set forth in the order
        approving each such rejection.

Accordingly, Judge Bohanon puts his stamp of approval on the
stipulation. (Warnaco Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


WARNACO GROUP: Appoints Antonio C. Alvarez as CEO
-------------------------------------------------
The Warnaco Group, Inc. (OTC: WACGQ.OB) announced that Antonio
C. Alvarez, Jr. has been named Chief Executive Officer and
Stuart D. Buchalter has been elected Chairman of Warnaco's Board
of Directors effective immediately.

Alvarez, who joined Warnaco in May 2001 to serve as the
Company's Chief Restructuring Officer, has extensive experience
in financial and operational restructurings. As founding partner
of the turnaround firm Alvarez & Marsal, Alvarez has served as a
chief executive officer or chief restructuring officer in a
number of troubled companies across a wide variety of
industries.

Alvarez succeeds Linda Wachner, Chief Executive Officer since
1987 and Chairman of Warnaco since 1991, who is leaving the
Company to move toward new business ventures. During Wachner's
tenure, Warnaco built the best brands in the apparel business.

Harvey Golub, Chairman of the Restructuring Committee of
Warnaco's Board of Directors, said, "With Warnaco's
restructuring process firmly underway, the Board believes that
now is the right time for a change in leadership. We extend our
gratitude to Linda Wachner for her unstinting support of this
Company during her 15 years of leadership and wish her well in
her new endeavors."

Stuart Buchalter added: "In addition to leading the
restructuring effort thus far, Tony has demonstrated a real
grasp of Warnaco's businesses and has earned the respect and
support of our creditors, licensors and employees. We have great
confidence in his ability to successfully turn Warnaco around
and complete a successful reorganization."

As previously announced, on June 11, 2001, Warnaco filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code
in order to facilitate its operational turnaround and financial
restructuring. Since the filing, Warnaco has obtained $600
million in debtor in possession (DIP) financing; implemented
extensive cost cutting measures, including $32 million in
reductions in corporate costs; made substantial progress towards
completion of business plan reviews that will serve as the basis
for a consensual restructuring plan; obtained a 120-day
extension of the exclusivity period in order to facilitate
development of such a plan; and identified six business units
for likely sale.

Alvarez said, "Our immediate goal has been to stabilize our core
operations. It is clear from our comprehensive assessment of the
business that with an incredible collection of brands and
tremendous relevance in the marketplace, Warnaco has a core of
significant potential value. It is in the best interests of the
Company, our employees, customers, licensees and business
partners and our vendors, as well as our creditors, to focus on
maximizing that value."

The Company said that it plans further operational changes to
realign the business into three key product groups- Sportswear,
Intimate Apparel and Swimwear. The Company is in the process of
recruiting new senior management to lead these key groups.

Alvarez added: "We are looking at all strategic alternatives,
ranging from a stand-alone restructuring of what we determine to
be our "core" businesses, to the sale of more assets or possibly
even the entire company. Whatever course of action we ultimately
choose, my first priority as CEO is to make certain that we
continue to improve the operating performance of our business.
Our ability to successfully execute our business plans and focus
on our customers will greatly enhance our efforts to develop a
plan of reorganization that attracts the support of our
creditors."

The Warnaco Group, Inc., headquartered in New York, is a leading
manufacturer of intimate apparel, menswear, jeanswear, swimwear,
men's and women's sportswear, better dresses, fragrances and
accessories sold under such brands as Warner's, Olga, Van
Raalte, Lejaby, Bodyslimmers, Izka, Chaps by Ralph Lauren,
Calvin Klein men's and women's underwear, men's accessories, and
men's, women's, junior women's and children's jeans,
Speedo/Authentic Fitness men's, women's and children's swimwear,
sportswear and swimwear accessories, Polo by Ralph Lauren
women's and girls' swimwear, Oscar de la Renta, Anne Cole
Collection, Cole of California and Catalina swimwear, A.B.S.
Women's sportswear and better dresses and Penhaligon's
fragrances and accessories.


WASTE SYSTEMS: Wants Lease Decision Period Extended to March 7
--------------------------------------------------------------
Waste Systems International, Inc. asks the U.S. Bankruptcy Court
for the District of Delaware for the third time to extend the
deadline within which the Debtor determines whether to assume or
reject unexpired leases of nonresidential real property.

The Debtors wishes to move the time to assume or reject
unexpired leases to March 7, 2002.

The Debtors are continuing its operations on all the leased
premises and expect that the leased premises will continue to be
necessary for the operation of the Debtors' business. For this
reason, it is in the best interest of the Debtors and their
creditors for all of the Leases to be preserved as assets of the
Debtors' estates until such time as the Debtors can make an
orderly determination whether each Lease should be assumed or
rejected.

The Debtors believe that assumption of the Leases prior to
confirmation of a plan of reorganization would be premature and
imprudent, and that extending the decision on assumption of the
Leases until March 7, 2002 cannot be regarded by any landlord as
undue delay.

Waste Systems International, Inc., an integrated non-hazardous
solid waste management company that provides solid waste
collection, recycling, transfer and disposal services to
commercial, industrial and municipal customers in the Northeast
and Mid-Atlantic Unites States, filed for chapter 11 protection
on January 11, 2001 in the U.S. Bankruptcy Court District of
Delaware. Victoria Watson Counihan, Esq., at Greenberg Traurig
LLP represents the Debtors in their restructuring effort.


WOODS EQUIPMENT: Reaches Agreement to Restructure Debt Issues
-------------------------------------------------------------
Woods Equipment Company and its subsidiary, WEC Company,
announced that a lock-up agreement has been reached with the
holders of WEC's 12% Senior Notes due 2009 and Woods' 15% Senior
Discount Debentures due 2011 to restructure the Company's debt.
Under the agreement, the Note holders and Debenture holders have
agreed to exchange all of their Notes and Debentures for all of
the common stock of Woods.  

Additionally, the Company will enter into an amended revolving
credit facility with Fleet Capital Corporation as agent,
increasing the current facility from $50 million to $70 million.
This new facility along with a senior secured note of
approximately $3.5 million evidencing certain acquisition
indebtedness will be the only senior secured indebtedness of the
Company. The restructuring is subject to the negotiation of
definitive transaction documentation and is expected to be
completed by December 31, 2001.  Stockholders holding a majority
of the capital stock of Woods have also agreed to vote in favor
of the restructuring. Upon completion of the restructuring, the
Company will have eliminated $176.7 million of long-term debt
and related interest from its balance sheet and with the
increased revolver believes it will have adequate liquidity to
meet its future growth needs.  

Additionally, a new five-member board of directors will be
elected by shareholders of the restructured Company and will
include designees of significant financial institutions and
industry leaders. Edward R. Olson, the Company's current
President, CEO and Chairman of the Board, will remain as
President, CEO and a member of the new board.

"During the past ten months, we have reviewed all of the
Company's operations and have made many difficult decisions in
order to improve the Company's financial position," said Edward
R. Olson.  "With this agreement, we believe we will have the
structure in place to ensure the Company's long-term viability.  
The entire management team wishes to thank all of our customers
and suppliers who have worked with us during this difficult
period," said Olson.


* BOND PRICING: For the week of November 19 - 23, 2001
------------------------------------------------------
Following are indicated prices for selected issues:

Amresco 9 7/8 '05                30 - 33(f)
Asia Pulp & Paper 11 3/4 '05     26 - 27(f)
AMR 9 '12                        89 - 91
Bethelem Steel 10 3/8 '03         5 - 7(f)
Chiquita 9 5/8 '04               82 - 84(f)
Conseco 9 '06                    60 - 63
Enron 9 5/8 '03                  89 - 92
Global Crossing 9 1/8 '04        14 - 16
Level III 9 1/8 '04              56 - 59
McLeod 11 3/8 '09                21 - 23
Northwest Airlines 8.70 '07      76 - 78
Owens Corning 7 1/2 '05          33 - 35(f)
Revlon 8 5/8 '08                 49 - 51
Royal Caribbean 7 1/4 '18        66 - 68
Trump AC 11 1/4 '06              64 - 65(f)
USG 9 1/4 '01                    72 - 74(f)
Westpoint 7 3/4 '05              31 - 33
Xerox 5 1/4 '03                  85 - 87

                          *********

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

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is provided by DebtTraders in New York. DebtTraders is a
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unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
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client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://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
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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
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Copyright 2001.  All rights reserved.  ISSN: 1520-9474.

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