TCR_Public/011128.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

         Wednesday, November 28, 2001, Vol. 5, No. 232


360NETWORKS: Court Compels Debtors to Pay EPIK $2MM for Services
ANC RENTAL: Wins Nod to Honor Pre-Petition Employee Obligations
ANC RENTAL: Nasdaq Delists Securities Effective November 26
ATG INC: Faces Nasdaq Delisting for Failure to Meet Requirement
AXA S.A.: S&P Cuts Ratings Over Weak Interest Coverage Measures

AGRILINK FOODS: S&P Affirms & Removes Low-B Ratings from Watch
AMERITYRE: Auditors Concerned About $14MM Accumulated Deficit
AMES DEPT: Taps Nassi to Conduct Closing Sales at 16 Stores
BETHLEHEM STEEL: Signs-Up Bankruptcy Services as Notice Agent
BORDEN CHEMICALS: Court Extends Lease Decision Period to March 4

BRIDGE INFO: Court Compels Payment of Claims to McGraw-Hill
BROADBAND WIRELESS: Hearing to End Receivership Set for Dec. 17
BURLINGTON: Wins Nod to Continue Using Existing Bank Accounts
CMI INDUSTRIES: Files Chapter 11 Case with Prepack Reorg. Plan
CMI INDUSTRIES: Case Summary & 30 Largest Unsecured Creditors

COMMSCOPE: S&P Places Low-B Ratings on Watch Positive
EXODUS COMMS: Court Extends Lease Decision Deadline Until May 24
FEDERAL-MOGUL: Seeks OK to Employ Ordinary Course Professionals
FISHER COMMS: Lenders Waive Covenants Under Credit Agreements
FRD ACQUISITION: Files Plan and Disclosure Statement

HOMELIFE: Wants Exclusive Plan Filing Time Extended to March 13
HOMESEEKERS.COM: Will Close Sale of Assets to FNIS by Early Dec.
INTEGRATED HEALTH: Angell Creditors Move to Appoint Committee
LDC OPERATING: US Trustee Seeks Conversion of Case to Chapter 7
LTV CORP: Bricker Pledges Support to Committee's Pact with USWA

LERNOUT & HAUSPIE: Panel Seeks Concordat Consummation After Plan
LIQUID AUDIO: Steel Partners Wants Substantial Sale of Assets
LOEWEN GROUP: Resolves Proofs of Claim Filed by People's Bank
MDC CORP: S&P Concerned About C$199MM In Restructuring Costs
MATLACK SYSTEMS: Gets OK to Sell Property to Transport for $2.3M

MODERNGROOVE: Needs Additional Financing to Continue Operations
NESCO INC: Files for Chapter 11 Reorganization in Oklahoma
OPEN PLAN: Commences Restructuring of Operations & Job Reduction
OXFORD AUTOMOTIVE: Extends 4th Amended Credit Pact to December 7
PHAR-MOR: Seeks Court Approval of Five Key Employment Agreements

PILLOWTEX CORP: Engages Huntley Financials to Evaluate Leases
POLAROID CORP: Court Okays Bingham Dana as International Counsel
RATEXCHANGE: Sustained Losses Raise Doubt Re Ability to Continue
RG RECEIVABLES: S&P Ratchets Rating On 9.6% Notes Down a Notch
SATELLITE GOLDFIELDS: Golden Star Acquires Wassa Gold Mine

STERLING CHEMICALS: Gets 120-Day Extension to Exclusive Periods
THERMASYS: S&P Drops Corporate Credit and Bank Loan Ratings to B
TRANSFINANCIAL: Annual Shareholders' Meeting Set for January 22
TRI-NATIONAL DEVELOPMENT: Senior Care Withdraws Tender Offer
USG CORP: PI Committee Taps Prof. Warren as Special Consultant

VIZACOM: Inks Deal to Acquire SpaceLogix with $250K Bridge Loan
WARNACO: Gets Okay to Honor Terms of Existing Insurance Policies
WEIRTON STEEL: Seeks Approval to Amend Senior Debt Indentures

* Dom DiNapoli at PwC Sees Increased Department Store Distress

* Meetings, Conferences and Seminars


360NETWORKS: Court Compels Debtors to Pay EPIK $2MM for Services
EPIK Communications Incorporated is party to several agreements
with 360networks inc., and its debtor-affiliates involving
collocation, bandwidth services, and wave services.

Ira Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, tells the Court that pursuant to a Stand-Alone
Collocation Agreement dated September 2000, EPIK leases premises
to the Debtors wherein the Debtors house certain
telecommunication equipment used to interconnect with EPIK
telecommunication facilities.  The agreement has a term of 20
years, Mr. Dizengoff notes.  The agreement also requires the
Debtors to make monthly rental payments of $156,753 to EPIK, Mr.
Dizengoff adds.  Since the Petition Date, Mr. Dizengoff reports,
the Debtors have continued to use the collocation space, but
have failed to pay any of the charges as required in the Stand-
Alone Collocation Agreement.

Additionally, Mr. Dizengoff relates, EPIK provides various
telecommunication services and equipment to the Debtors for a
term of 3 years under a Service Agreement dated March 2001.  
EPIK continues to provide Bandwidth and Wavelength services on a
post-petition basis, Mr. Dizengoff tells Judge Gropper, despite
the Debtors' continued failure to pay for such services.

According to Mr. Dizengoff, the Debtors continue to accept the
benefits provided by the agreements despites their knowing and
willful failure to compensate EPIK for such benefits.  Moreover,
Mr. Dizengoff complains, EPIK's repeated demands for payment in
connection with such post-petition services have been ignored.

Consequently, EPIK asks Judge Gropper for an allowance of an
administrative expense and to compel the Debtors to issue funds
to EPIK in the amount of $2,078,846 as payment for such post-
petition services:

    (1) $799,442 - for collocation fees due and owing since the
                   Petition Date under the Stand-Alone
                   Collocation Agreement;

    (2) $100,330 - for recurring and nonrecurring fees due and
                   owing under the Service Agreement for post-
                   petition Bandwidth services;

    (3) $1,179,074 - for recurring and nonrecurring fees due and
                     owing under the Service Agreement for post-
                     petition Wave services; and

    (4) EPIK's attorneys' fees and costs, as subsequently
        demonstrated, incurred in enforcing its rights under the
        Service Agreement.

Under the circumstances of this case, Mr. Dizengoff contends,
EPIK is entitled to immediate payment of all post-petition
amounts due and owing for Bandwidth and Wave Services since
August 27, 2001.

Furthermore, Mr. Dizengoff remarks, EPIK's services are critical
to the Debtors because of the indispensable role they play in
the Debtors' ongoing ability to provide telecommunication
services and products to their customers.  The Debtors'
continued receipt of these benefits is critical to their
survival, and, more importantly, their successful emergence form
bankruptcy, Mr. Dizengoff maintains.

Accordingly, Mr. Dizengoff asserts, EPIK is entitles to payment
at the contractual rates for all post-petition Bandwidth
services, Wave services and collocation space because its post-
petition supply of such services has contributed to the debtors'
uninterrupted provision of telecommunication services and
products and thus yielded a tremendous benefit to the estate.

In addition, Mr. Dizengoff tells the Court that as a result of
the Debtors' failure to abide by their affirmative duties under
the agreements, EPIK has been required to incur significant
attorneys' fees and costs.  Accordingly, Mr. Dizengoff avers,
the Court should direct the Debtors to pay EPIK's attorneys'
fees and costs immediately with the payment of accrued post-
petition rent.

The Debtors' prolonged use of EPIK's premises and equipment
without any compensation therefore is a flagrant abuse of the
protections afforded by the Bankruptcy Code, Mr. Dizengoff
declares.  Thus, EPIK asks Judge Gropper for an order entitling
EPIK to the allowance and payment.  (360 Bankruptcy News, Issue
No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

ANC RENTAL: Wins Nod to Honor Pre-Petition Employee Obligations
Wayne Moore, Senior Vice President and Chief Financial Officer
of the Debtors, relates that ANC Rental Corporation, and its
debtor-affiliates currently employ approximately 16,000 full-and
part-time persons excluding international employees. The amount
of the Debtors' average gross weekly payroll to Employees,
inclusive of officers, was approximately $7,500,000, but after
taking into account recent cutbacks relating to the decrease in
business, the current payroll is approximately $7,000,000. Prior
to the date of this Declaration, and in the ordinary course of
the Debtors' businesses, Mr. Moore submits that the Employees
were owed or had accrued various sums for wages, salaries and/or
commissions in the rendition of services to the Debtors. In
addition, the Employees were entitled to repayment of business
expenses, workers' compensation and certain employee benefits.

Mr. Moore explains that the Employee benefit programs include
medical, dental, vision and prescription coverage; short term
and long term disability; life insurance; dependent care; legal
services; tuition reimbursement; an employee assistance program;
a vacation and sick leave policy; and a 401-K plan and those
Employees injured on the job are entitled to workers'

Mr. Moore contends that it is essential to the continued
operation of the Debtors' businesses and to their successful
rehabilitation that the Debtors retain the Employees. If the
paychecks issued to these persons pre-petition were dishonored,
the Employees, who depend on their wages, commissions and
salaries for daily living expenses, would suffer extreme
hardship, which in turn would cause irreparable damage to the
Employees' morale and to the Debtors' ability to retain them.
Mr. Moore points out that a denial of Employee Benefits would
also have, in the Debtors' view, an immediate and devastating
effect on Employee morale because certain Employee Benefits,
such as medical benefits, are a matter of great public concern.
A denial of disability benefits to injured or seriously ill
Employees would be damaging to the morale of not only the
Employees who are directly affected, but also of those who might
see how their fellow Employees were treated.

To ensure that the Debtors continue to retain the services of
the Employees, Mr. Moore contends that it is imperative that the
Debtors be authorized to pay and reimburse the Employees for all
unpaid wages, salaries and commissions and honor Employee
Benefits and workers' compensation obligations up to $4,650 per
individual and reimburse the Employees for any unreimbursed
pre-petition business expenses. In addition, in order to insure
that there will not be any unnecessary disruption in the lives
of the Employees, the Debtors request that the Debtors' banks be
directed to honor pre-petition payroll checks, provided that
sufficient funds exist in such accounts or the Debtors arrange
for sufficient funds to be deposited.

Mark J. Packel, Esq., at Blank Rome Comisky & Macauley LLP in
Wilmington, Delaware, informs the Court that these obligations
include wages, fees, salaries, bonuses, commissions, holiday and
vacation pay, and sick leave pay earned prior to the Filing
Date, which were unpaid as of the Filing Date, and Employee
Benefits claims. Although the Debtors are seeking authorization
to pay the Pre-petition Employee Claims, the payment of such
claims is not intended and shall not be deemed to constitute the
assumption of any plan, program or agreement.

Mr. Packel contends that the continued support and enthusiasm of
the Debtors' work force is essential to a successful resolution
to these chapter 11 cases but unless the Employees receive their
accrued wages and benefits, and are reimbursed for expenses
incurred, a substantial deterioration of morale is likely, which
would have a substantial adverse impact upon the Debtors'
ability to retain their key Employees to continue their
operations, and successfully continue as a going concern.

Mr. Packel tells the Court that payment of accrued wages is
particularly critical for the Debtors' personnel as failure to
pay the amounts owing to such Employees would inflict very
serious hardships on them. Without the requested relief, the
stability of the Debtors will be undermined by the potential
threat that otherwise loyal Employees will seek other employment
alternatives. Likewise, the Debtors believe that it would be
inequitable and devastating to Employee morale to require
Employees to bear expenses that were incurred by Employees on
behalf of the Debtors with the expectation that they would be

The Debtors believe that there are no Pre-petition Employee
Claims that arose more than ninety days prior to bankruptcy.
Accordingly, Mr. Packel submits that the Debtors seek to pay to,
or on behalf of, each Employee, up to $4,650 in Pre-petition
Employee Claims as well as any unreimbursed pre-petition
business expenses, which is necessary to preserve the value of
the Debtors' estates. In addition, up to $4,650 per individual
of the Pre-petition Employee Obligations to be paid pursuant to
this Motion are entitled to priority in payment and therefore,
such claims must be paid in full under any plan of

Mr. Packel states that the Debtors have made arrangements for
there to be sufficient funds in the accounts at the Debtors'
banks to meet the Pre-petition Employee Claims and accordingly,
none of the Debtors' banks will be prejudiced by the entry of an
order authorizing them to honor payroll and expense checks. On
the other hand, if the Debtors' banks should fail to honor
payroll and expense checks, the Debtors and their Employees will
suffer immediate and irreparable harm.

The Debtors submit that it is in the best interest of their
estates for the Court to authorize the Debtors to make such
payments and honor obligations owed to the Employees.

                        *   *   *

Finding the relief requested is necessary to the ongoing
operations of the Debtors' business and in the best interests of
the Debtors and their estates, and creditors, Judge Walrath
grants the relief requested. (ANC Rental Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)

ANC RENTAL: Nasdaq Delists Securities Effective November 26
ANC Rental Corporation (Nasdaq:ANCX) announced that it was
notified by the Nasdaq listing qualifications staff that the
company's securities would be delisted from the Nasdaq Stock
Market as of the opening of business Monday, November 26, 2001,
for failure to comply with the Nasdaq continued listing
requirements. ANC has decided not to appeal the delisting. ANC
announced on November 13, 2001 that it had filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code with the U.S. Bankruptcy Court in Wilmington,

ANC Rental Corporation, headquartered in Fort Lauderdale, is one
of the world's largest car rental companies with annual revenue
of approximately $3.5 billion in 2000. ANC Rental Corporation,
the parent company of Alamo and National, has more than 3,000
locations in 69 countries and employs approximately 17,000
associates worldwide.

ATG INC: Faces Nasdaq Delisting for Failure to Meet Requirement
ATG Inc. (Nasdaq:ATGC), a leading provider of low-level
radioactive waste and low-level mixed waste treatment services,
announced that it has received a Nasdaq Staff Determination
letter dated November 20, 2001 indicating that that the Company
has failed to comply with September 30, 2001 Form 10Q filing
requirement for continued listing set forth in Marketplace Rule
4310(c)(14), and that its securities are, therefore, subject to
delisting from the Nasdaq National Market. The Company has
requested a hearing before a Nasdaq Listing Qualifications Panel
to review the Staff Determination. There can be no assurance the
Panel will grant the Company's request for continued listing.

ATG Inc. is a radioactive and hazardous waste management company
that offers comprehensive thermal and non-thermal treatment
solutions for low-level radioactive and low-level mixed waste
generated by commercial, institutional and government clients
such as nuclear power plants, medical facilities, research
institutions and the U.S. Departments of Defense and Energy.

AXA S.A.: S&P Cuts Ratings Over Weak Interest Coverage Measures
Standard & Poor's lowered the local and foreign currency
corporate credit and senior unsecured ratings of Axa S.A. de
C.V. to double-'B'-minus from double-'B'. The outlook is

The downgrade reflects the deterioration in Axa's interest
coverage measures, due to the negative trend in profitability
over the past four years; its high leverage relative to cash
flow generation; and the challenging operating environment that
has resulted from the slowdown in the U.S. and the Mexican
economies, which is not expected to improve over the short term.
The company's operating initiatives to lower costs and reduce
expenses and a financial strategy that aims to lower financial
expenses and improve financial flexibility through total debt
reduction could partially offset the impact of their uncertain
operating conditions. An unrestricted cash position of $147
million and a manageable debt maturity schedule also benefit the

The ratings reflect the company's significant market share
positions, product diversity, and vertical integration. Its
emphasis on high quality has attracted world-recognized joint-
venture partners, providing Axa with low-cost access to state-
of-the-art technology and enhancement of its export
possibilities. Over the past couple of years, the benefits of
Axa's diversification and significant export activities have
been offset by the strength of the Mexican peso. The latter has
resulted in a drop in Axa's consolidated EBITDA margin to 9.3%
in 2001, from 14% in 1997, and a drop in consolidated EBITDA to
an estimated $150 million in 2001, from an average of $197
million between 1997 and 1999.

Interest coverage measures have deteriorated along with Axa's
profitability as EBITDA and EBIT interest coverage have dropped
to 2.2x and 1.4x, respectively, in 2001 from 3.1x and 2.4x in
1997. Although Axa reduced its total debt by $59 million during
the third quarter and could reduce it further before the end of
the year, its total debt to EBITDA ratio is expected to increase
from the 3.6x averaged between 1998 and 2000. The expected
increase will be determined by the success of its total debt
reduction plans, which could result in just a slight increase in
total debt to EBTIDA by year-end 2001. Given that Axa's ability
to generate free operating cash flow is constrained by its
depressed EBITDA generation and capital expenditures, as
evidenced by its weak FFO to total debt ratios over the past
four years, Standard & Poor's believes that significant debt
reductions hinge on the sale of assets.

Axa is a diversified holding company whose subsidiaries
manufacture a variety of products mostly for industrial markets.
The company's major manufacturing operations are:

    * The manufacture of wires and cables, produced by fully
      owned subsidiaries;

    * The manufacture of automotive wire harnesses through
      fifty-fifty joint ventures with Yazaki Corp. in Mexico and
      two small startup joint-venture operations in Argentina
      and Brazil;

    * A fifty-fifty joint venture with General Electric Corp.
      for the manufacture and distribution of power and
      industrial transformers;

    * A 60%-owned PVC resins and compounds operation; and

    * A packaged-foods operation in a 50.1%-49.9% joint venture
      with Sara Lee Corp.

                      Outlook: Negative

Failure to improve cash flow protection measures through a
recovery in operating margins and debt reduction levels, could
result in a downgrade. On the other hand, significant operating
improvement and total debt reduction in 2002, that would lead to
financial ratios commensurate with its rating level, could
result in a stable outlook.

AGRILINK FOODS: S&P Affirms & Removes Low-B Ratings from Watch
Standard & Poor's affirmed its single-'B'-plus corporate credit
and senior secured ratings on Agrilink Foods Inc., a wholly
owned subsidiary of Pro-Fac Cooperative Inc. Also, the single-
'B'-minus subordinated debt rating on Agrilink Foods is
affirmed. The ratings are removed from CreditWatch.

The outlook is negative.

The rating actions reflect Standard & Poor's expectation that
weak credit measures will improve in fiscal 2002. If financial
measures, quarter over quarter (calculated on a last 12 months
basis) do not show improvement, the ratings will be lowered.

The ratings on Agrilink Foods reflect the firm's highly
leveraged financial profile and the highly competitive nature of
the markets for its four product lines - vegetables, fruits,
snacks and canned meats. Somewhat offsetting these factors is
the company's portfolio of branded and private label products.

Fiscal 2001 operating results were significantly below
expectations due to competitive pressures in the frozen meals-
in-a-bag category, changes in the firm's product mix, and higher
manufacturing expenses. Also, contributing to the decline were
higher advertising costs related to the introduction of Birds
Eye Simply Grillin' products, which are expected to continue
into fiscal 2002. This resulted in the related weakness in
credit measures, with EBITDA to interest coverage of 1.5 times,
operating margin (before depreciation and amortization) of about
10%, and total debt to EBITDA of over 5.5x for the 12 months
ended June 30, 2001.

Standard & Poor's expects that EBITDA to interest coverage (on a
rolled 12 month basis) will be at least 1.5x for the first and
second quarter, 1.8x for the third quarter and 2.0x for the
fourth quarter of fiscal 2002, due to lower manufacturing and
interest expenses. Further, total debt to EBITDA is expected to
decline to 5x by the fourth quarter of 2002. Capital
expenditures are expected to be less than $25 million in fiscal
2002.  Liquidity is adequate over the near-term.

                       Outlook: Negative

If Agrilink is not able to achieve the credit measures outlined
above during fiscal 2002, the ratings will be lowered.

AMERITYRE: Auditors Concerned About $14MM Accumulated Deficit
Amerityre Corporation has historically incurred significant
losses which have resulted in an accumulated deficit of
$14,070,198 at September 30, 2001 which raises substantial doubt
about the Company's ability to continue as a going concern.  It
is the intent of management to create additional revenues
through the development and sales of its patented tires and to
obtain additional equity financing if required to sustain
operations until revenues are adequate to cover the costs.

The Company's net sales for the three month period ended
September 30, 2001 were $23,692 compared to $52,323 for the same
three month period ended September 30, 2000. The decrease in
sales during the three month period ended September 30, 2001 as
compared the same period in 2000 is directly attributed to the
Company's shift from marketing its "Lazer [TM]" bicycle to
focusing on establishing sales through a tire distributor and
dealer network. Management says it expects sales revenues to
increase steadily during the remainder of its fiscal year as
additional dealers are added to its dealer network.

The Company experienced a net loss of $504,691 for the three-
month period ended September 30, 2001. The Company experienced a
net loss of $608,701 for the three-month period ended September
30, 2000.

Amerityre has current assets of $1,331,377 and current
liabilities of $345,110, for a working capital surplus of
$986,267 at September 30, 2001. Current assets consisted largely
of cash and cash equivalents of $842,135 and inventory of
$468,225, while accounts receivable of $15,951 and prepaid
expenses of $5,066 made up the balance. Net cash used in
operations was $517,230 and $572,333 for the three month periods
ended September 30, 2001 and 2000, respectively. Cash used in
operations for the comparative periods ended September 30, 2001
and 2000 has been funded primarily by cash received from the
sale of common stock.

The report of the Company's auditor for the Company's fiscal
year end at June 30, 2001, contains a going concern modification
as to the ability of the Company to continue. At September 30,
2001, the Company had an accumulated deficit during the
development stage of $14,070,198. Although the Company had a
working capital surplus of $986,267 at September 30, 2001 (in
large part due to the sale of common stock for cash and cash
proceeds derived from the sale of the Ravenna, Ohio property),
the Company had a net loss of $504,691 for the period ended
September 30, 2001 and has limited internal financial resources.

AMES DEPT: Taps Nassi to Conduct Closing Sales at 16 Stores
Ames Department Stores, Inc., and its debtor-affiliates sought
and obtained authorization to enter into an agency agreement
with The Nassi Group, LLC, and conduct "going out of business"
or "store closing" sales, over a period of approximately 55 days
commencing on or around November 25, 2001 and ending on or
around January 20, 2001, at sixteen of the Debtors' stores and
sell certain of the Debtors' assets free and clear of liens,
claims, encumbrances, and other interests.

Martin J. Bienenstock, Esq., at Weil Gotshal & Manges LLP in New
York, New York, relates that the Debtors have identified an
additional sixteen stores which no longer fit into their
continuing business plans, which they wish to conduct going out
of business sales at the Stores. Consequently, the Debtors
determined that maximization of their inventory values through
the GOB Sales requires the oversight, assistance, and expertise
of a knowledgeable liquidating agent, thereby ensuring the most
feasible, economical, and efficient means of achieving the
disposition of the merchandise in the Stores.

Mr. Bienestock says that the Debtors have selected Nassi as the
entity best situated to assist the Debtors in conducting the GOB
Sales as they were satisfied with the manner in which Nassi
conducted the prior store closing sales and are confident that
Nassi will provide the best value and service in conducting the
GOB Sales. In addition, several members of the Debtors' boards
of directors have done business with Nassi in connection with
inventory sales at other retailers and are familiar with Nassi's
abilities and resources. Accordingly, the Debtors entered into
the Agency Agreement with Nassi, subject to Court approval, to
assist the Debtors in conducting their GOB Sales.

Mr. Bienestock contends that the GOB Sales are preferable to
moving the Stores' merchandise to the Debtors' other stores
because of the inordinate expenses involved and is inefficient
and uneconomical. The Debtors have determined that conducting
the GOB Sales will enable the Debtors to maximize the value of
the merchandise for the benefit of the Debtors' estates and
creditors. Mr. Bienenstock assures that Court that each of the
Stores contains merchandise currently being offered for sale in
the ordinary course of the Debtors' business. Additionally, each
of the Stores contains trade fixtures and other personal
property used to facilitate operations, including, among other
things, cash registers, light fixtures, shelving, and display

The Agency Agreement, which is the result of arm's-length
negotiations, provides that Nassi shall act as the Debtors'
exclusive agent for the limited purpose of conducting the sale
of the Merchandise in the Stores, by means of a promotional,
going out of business, or similar sale, and the sale of certain
Fixtures owned by the Debtors to the extent directed by the
Debtors. The salient provisions of the Agency Agreement are:

A. Nassi's Responsibilities - Nassi shall plan the advertising,
   marketing, and sales promotion for the GOB Sales, arrange
   the stock in the stores for liquidation, determine and
   effect price reductions so as to sell the merchandise in
   the time allotted for the GOB Sales, arrange for and
   supervise all personnel and merchandise preparation, and
   conduct the GOB Sales in a manner reasonably designed to
   minimize the expenses of the GOB Sales to the Debtors.

B. Employee Involvement and Incentive Program - Nassi shall use
   the Debtors' Store personnel, including Store management,
   to the extent it believes the same to be feasible, and
   Nassi shall select and schedule the number and type of
   employees required for the GOB Sales. Nassi shall, as soon
   as reasonably possible, notify the Debtors as to which of
   the Debtors' employees are no longer required for the GOB
   Sales, at which point the Debtors shall provide such
   employees with alternative employment or dismiss such
   employees in accordance with their applicable termination
   procedures. As an incentive to ensure employee loyalty and
   hard work, Nassi will utilize a performance-based bonus
   plan for the Stores' managers, their assistants, and key
   personnel that will emphasize the maximization of
   liquidation proceeds.

C. Completion Date - All GOB Sales are to be completed on or
   before January 20, 2002, with the Stores to be left in
   broom clean condition on or before January 23, 2002.

D. Compensation - Nassi will receive a set fee of $320,000. In
   addition, if the gross proceeds from the GOB Sales divided
   by the retail value of the Stores' inventory exceeds
   60.25%, Nassi shall be entitled to an incentive fee equal

     a. 30% of the Gross Return in excess of 60.25% but less
        than or equal to 61.25%;

     b. 40% of the Gross Return that is greater than 61.25% but
        less than or equal to 62.25%; and

     c. 20% of any Gross Return greater than 62.25%.

     In no event shall the total fee payable to Nassi exceed

E. Expenses - Among other expenses, the Debtors shall be
   responsible for the payment of payroll and retention
   bonuses for Store employees; payroll taxes and certain
   benefits; Nassi's costs for supervisors' fees, reasonable
   travel costs, and bonuses at rates agreed to among Nassi
   and the Debtors; advertising and promotional costs,
   including signage; risk management; utilities; and
   occupancy costs, including rent and real estate taxes.
   Nassi has guaranteed that the expenses will not exceed
   $7,045,000 assuming that the retail value of the
   Merchandise is approximately $40,000,000.

F. Additional Merchandise - In the event that Nassi and the
   Debtors determine that the GOB Sales would benefit by
   additional merchandise being supplied to the Stores, Nassi
   shall use all reasonable efforts to procure additional
   merchandise for the Stores. The Debtors shall be entitled
   to 5% of the gross proceeds realized upon the sale of such
   additional merchandise and Nassi shall be entitled to the
   remainder thereof.

G. Leased Departments - The lessee of leased shoe departments
   within the Stores may participate in the GOB Sales at the
   option of the operator of such departments so long as they
   follow the rules, procedures and discounts recommended and
   implemented by Nassi. Applicable lease income for the
   leased shoe department accrued during the GOB Sale shall be
   included in gross proceeds. Lease income is defined as the
   net proceeds received or retained by the Debtors during the
   GOB Sale as determined in accordance with the respective
   license agreement or other agreement between the Debtors
   and the respective lessee.

H. Indemnification - Nassi and the Debtors agree to indemnify,
   defend, and hold each other free and harmless from and
   against any and all demands, claims, actions or causes of
   action, assessments, losses, damages, liabilities,
   obligations, costs and expenses of any kind whatsoever,
   including, without limitation, attorneys' fees and costs,
   asserted against, resulting from, or imposed upon, or
   incurred by either party hereto by reason of, or resulting
   from, a material breach of any term or condition contained
   in the Agency Agreement or any willful or intentional act
   of the other party.

The Court further ordered waiving compliance with any state and
local laws, statutes, rules, and ordinances restricting store
closing or similar sales, and render unenforceable any
restrictions in the leases governing the premises of the Stores
regarding store closing or similar sales.

The Debtors have determined that conducting the GOB sales and
ultimately closing the Stores is appropriate and consistent with
the future configuration of the Debtors' retail operations. The
Debtors believe the Agency Agreement provides several benefits
and will maximize the value of the Merchandise located at the
Stores because:

A. Nassi is a nationally recognized professional liquidator
   experienced in conducting sales of this nature. By
   retaining Nassi to sell the inventory at the Stores through
   the GOB Sales, the Debtors will be able to maximize sale
   proceeds for the inventory while minimizing distraction of
   the Debtors from their overall reorganization efforts.

B. The Agency Agreement represents a more cost-effective manner
   for the Debtors to conduct the GOB Sales because Nassi has
   extensive knowledge, expertise, and experience in
   conducting store closing sales.

In view of the Debtors' recently completed selection process and
the similarity of the Agency Agreement to the Debtors' prior
agreements with Nassi, the Debtors determined that a third
selection process was neither necessary nor desirable. Mr.
Bienenstock points out that as Nassi has only recently completed
the liquidation of certain of the Debtors' stores, the Debtors
are confident Nassi can best effectuate the GOB Sales. Because
of the significant costs of continuing the unprofitable
operation of the Stores, the GOB Sales proposed to be conducted
by the Debtors and/or Nassi represent the most efficient and
economical manner of disposing of the Merchandise and other
personal property, while maximizing the value thereof. Mr.
Bienenstock asserts that the administration of the GOB Sales by
Nassi pursuant to the terms and conditions of the Agency
Agreement will result in the maximum return to creditors. (AMES
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

BETHLEHEM STEEL: Signs-Up Bankruptcy Services as Notice Agent
Bethlehem Steel Corporation, and its debtor-affiliates seek
authorization to employ Bankruptcy Services LLC as the claims
and noticing agent in connection with their chapter 11 cases.

Ron Jacobs, president of Bankruptcy Services LLC, tells the
Court that Bankruptcy Services specializes in providing
consulting and data processing services to chapter 11 debtors in
connection with the administration, reconciliation and
negotiation of claims and solicitation of votes to accept or
reject plans of reorganization.  Mr. Jacobs adds that Bankruptcy
Services also specializes and has expertise in serving as
outside claims agent to the United States Bankruptcy Court with
respect to all aspect of claims administration including
docketing and storage of claims, maintenance of claims
registers, and related noticing services.  According to Mr.
Jacobs, Bankruptcy Services has provided identical or
substantially similar services to other chapter 11 debtors in
other cases.  That's why, Mr. Jacobs asserts, Bankruptcy
Services is well qualified to act as Claims and Noticing Agent
for Bethlehem Steel Corporation.

Leonard M. Anthony, Bethlehem Steel Corporation Senior Vice
President, Chief Financial Officer and Treasurer, wholeheartedly
agrees with Mr. Jacobs.  Mr. Anthony tells Judge Lifland that
the retention of Bankruptcy Services as the Court's outside
agent is in the best interests of the Debtors' estates and
parties-in-interest.  This is the reason why the Debtors
selected Bankruptcy Services, Mr. Anthony explains.

Subject to the Court's approval, Bankruptcy Services has agreed
to provide at the Debtors' request, among others, these

    (a) serving and publishing notices of commencement of these
        cases to all creditors;

    (b) electronically transferring the creditor database into
        Bankruptcy Services' claims management system;

    (c) assisting with the preparation of the Debtors' schedules
        and statements required to be filed under Rule 1007 of
        the Federal Rules of Bankruptcy Procedure;

    (d) mailing a proof of claim form to all potential claimants
        and providing a certificate of mailing thereof;

    (e) coordinating receipt of filed claims with the Court and
        providing secure storage for all original proofs of

    (f) entering filed claims into Bankruptcy Services'

    (g) working directly with the Debtors to facilitate the
        claims reconciliation process, including:

          (i) matching scheduled liabilities to filed claims,
         (ii) identifying duplicate and amended claims,
        (iii) categorizing claims within "plan classes", and
         (iv) coding claims and preparing exhibits for omnibus
              claims motions;

    (h) maintaining the official claims register, and providing
        the Clerk with copies thereof as required by the Court;

    (i) providing exhibits and materials in support of motions
        to allow, reduce, amend and expunge claims;

    (j) updating the Claims Register to reflect Court orders
        affecting claims resolutions and transfers of ownership;

    (k) printing creditor and shareholder/class specific ballots
        and coordinating the mailing of ballots, the plan of
        reorganization and related disclosure statement, and
        generating an affidavit of service regarding the same;

    (l) establishing a toll free "800" number for the purpose of
        receiving questions regarding voting on the plan;

    (m) soliciting votes on the plan of reorganization; and

    (n) receiving ballots at a post office box, inspecting, date
        stamping and numbering such ballots consecutively and
        tabulating and certifying results.

The Debtors further request the Court's authority to compensate
and reimburse Bankruptcy Services in accordance with the payment
terms of the Bankruptcy Services Agreement for all services
rendered and expenses incurred in connection with the Debtors'
chapter 11 cases.  Mr. Anthony contends that the compensation
rates are reasonable and appropriate for services of this nature
and comparable to those charged by other providers of similar

In an effort to reduce the administrative expenses, the Debtors
also seek Judge Lifland's permission to pay Bankruptcy Services'
fees and expenses, without the necessity of Bankruptcy Services
filing formal fee applications.

Mr. Jacobs assures the Court that Bankruptcy Services comply
with all requests of the Clerk of Court and follow the
guidelines promulgated by the Judicial Conference of the United
States.  Bankruptcy Services also acknowledges that it will
perform its duties if it is retained in the Debtors' chapter 11
cases regardless of payment.  To the extent that Bankruptcy
Services requires redress, Mr. Jacobs says they will seek
appropriate relief from the Court.

According to Mr. Anthony, Bankruptcy Services will continue to
perform the services contemplated by the Bankruptcy Services
Agreement notwithstanding a conversion of the Debtors' chapter
11 cases to chapter 7 cases.  And in the event that Bankruptcy
Services' services are terminated, Mr. Anthony says, Bankruptcy
Services has promised to perform its duties until the occurrence
of a complete transition with the Clerk's Office or any
successor claims/noticing agent.

"To the best of my knowledge after diligent inquiry, neither
Bankruptcy Services nor any employee of Bankruptcy Services has
any connection or represent any adverse interest to the Debtors,
their creditors, or any other party-in-interest in these chapter
11 cases," Mr. Jacobs assures Judge Lifland. (Bethlehem
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

BORDEN CHEMICALS: Court Extends Lease Decision Period to March 4
The U.S. Bankruptcy Court for the District of Delaware approves
the motion of Borden Chemicals and Plastics Operating Limited
Partnership seeking extension to Lease Decision Period. The time
period given to each of the Debtors to assume, and assign or
reject unexpired nonresidential real property leases is extended
through March 4, 2002. The Court says that the relief requested
by the Debtors is in the best interests of their respective
estates and creditors.

Borden Chemicals and Plastics Operating Limited Partnership,
producer PVC resins, filed for chapter 11 petition on April 3,
2001 in the U.S. Bankruptcy Court for the District of Delaware.
Michael Lastowski, Esq. at Duane, Morris, & Hecksher represents
the Debtors in their restructuring efforts.

BRIDGE INFO: Court Compels Payment of Claims to McGraw-Hill
McGraw-Hill Companies, Inc. asks the Court for an order
compelling Bridge Information Systems, Inc., to:

    (A) make immediate payment of all administrative expense
        claims, which are outstanding and overdue under certain
        pre-petition agreements between Standard & Poor's (a
        division of McGraw-Hill) and the Debtors, and

    (B) make timely payments of additional administrative
        expense claims as they become due to the McGraw-Hill

David A. Sosne, Esq., at Summers, Compton, Wells & Hamburg, in
St. Louis, Missouri, relates that prior to the Petition Date,
Standard & Poor's - Institutional Market Service entered into
agreements with the Debtors to redistribute and display the
Compustat Database.  According to Mr. Sosne, IMS is owed these
administrative expense claims under the contracts:

Contract                Dated      Amounts Due
--------                -----      -----------
Standard & Poor's       Mar 1996   $  2,083 - Aug 2001
Compustat Electronic                  2,083 - Sep 2001
Distribution Agreement

Compustat Subscription  Apr 1992   $  9,845 - 1st quarter 2001
Agreement                            19,690 - 3rd quarter 2001
                                    181,486 - 3rd quarter use by
                                              Bridge customers
                                     25,594 - 3rd quarter use by
                                              Telerate customers

Additionally, the Cusip Service Bureau of Standard and Poor's
and the Debtors entered into CUSIP Electronic Distribution
Agreements, whereby the Debtors received a license to offer the
CUSIP Database to their customers.  Mr. Sosne itemizes the
administrative expense claims owed to CUSIP under these

      Contract                  Dated        Amounts Due
      --------                  -----        -----------
      Cusip Electronic          Aug 1995       $30,316
      Distribution Agreement

      Cusip Electronic          Dec 1993        50,842
      Distribution Agreement

Finally, Mr. Sosne tells the Court that the Retail business unit
of Standard & Poor's licensed the Debtors to offer their
customers one or more the Retail Databases, pursuant to certain
agreements.  Mr. Sosne claims that the Debtors owe S&P Retail:

    Contract                Dated      Amounts Due
    --------                -----      -----------
    Agreement with Wall     Dec 1992     $ 7,000
    Street on Demand, Inc.

    Agreement with Bridge   Oct 1995     $22,000 - August
                                          22,000 - September
                                          22,000 - October

    Agreement with Bridge   Nov 1991     $72,577

Accordingly, McGraw-Hill requests Judge McDonald to enter an
order compelling the immediate payment of the sums which are due
to the McGraw-Hill Entities and directing the prompt payment
when due of all other sums due to the McGraw-Hill Entities under
their respective pre-petition agreements with the Debtors.

                              *  *  *

Noting that the Debtors and the McGraw-Hill Entities appear to
have reached an agreement regarding McGraw-Hill's motion, Judge
McDonald accordingly orders that:

    (1) Telerate shall pay the sum of:

        (a) $1,079,251 to MMS for the second quarter of 2001,

        (b) $130,000 (estimate) to Platts for the month of
            September 2001,

        (c) $67,187.50 to S&P Retail, and

        (d) $138,531 to CUSIP; and

    (2) Platts is authorized to recoup the amounts due to it
        from Telerate from the sums Platt owes Telerate under
        the Optional Service Delivery Agreement between Platts
        and Telerate dated July 1993. (Bridge Bankruptcy News,
        Issue No. 21; Bankruptcy Creditors' Service, Inc.,

BROADBAND WIRELESS: Hearing to End Receivership Set for Dec. 17
Broadband Wireless International Corporation (OTC Bulletin
Board: BBAN) announced the company has received confirmation
from the Federal Court on the scheduled hearing for all matters
related to the termination of the Receivership, pursuant to the
Sixth Report of the Temporary Receiver filed October 16, 2001.  
The hearing is scheduled for Monday, December 17, 2001 in the
Western District of Oklahoma Federal Court, Oklahoma City, OK.  
The company anticipates the hearing will include a review of the
Receivership activities and a formal request supported by the
Board of Directors to exit the Receivership and transition the
company into a Chapter 11 Reorganization.

Broadband Wireless had been placed in the Federal Equitable
Receivership in August of 2000 by the SEC as a result of various
alleged securities violations committed by previous directors,
management, and consultants of the corporation.  Under the
Receivership, a new Board of Directors and management was
assembled in December, 2000 to develop a plan to rehabilitate
the company for the benefit of its shareholders.  Broadband
Wireless has recently deployed a National ISP, bbanonline
providing over 1200 local points of presence around the country
for connectivity, network availability of 95% or greater, and
utilizing an over 25,000 mile 10Gbps (OC-192) IP Network.

BURLINGTON: Wins Nod to Continue Using Existing Bank Accounts
To avoid substantial disruption to the normal operations of
their businesses and to preserve a "business as usual"
atmosphere, Burlington Industries, Inc., and its debtor-
affiliates sought and obtained authority to continue to use
their pre-petition bank accounts.  John D. Englar, Burlington
Industries' Senior Vice President for Corporate Development and
Law, contends that allowing these accounts to be maintained in
the same account numbers will assist the Debtors in
accomplishing a smooth transition to operating under chapter 11.

To protect against the possible inadvertent payment of pre-
petition claims, however, Mr. Englar emphasizes that all banks
with which the Debtors hold pre-petition bank accounts will be
advised immediately not to honor checks issued prior to the
Petition Date, except as otherwise ordered by the Court.
According to Mr. Englar, the Debtors have instituted procedures
that will enable them to distinguish between pre- and post-
petition obligations and payments without closing the pre-
petition bank accounts and opening new ones.

Judge Walsh makes it clear that no checks issued on the Pre-
petition Bank Accounts prior to the Petition Date shall be
honored except as otherwise authorized by an order of the Court.
(Burlington Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

CMI INDUSTRIES: Files Chapter 11 Case with Prepack Reorg. Plan
CMI Industries, Inc. announced that the Company and its
subsidiaries commenced voluntary chapter 11 cases in the United
States Bankruptcy Court in Wilmington, Delaware for the purpose
of implementing a previously announced restructuring agreement
with its largest creditors.  Pursuant to the Company's chapter
11 plan, which was filed together with the Company's voluntary
petitions for relief, the Company's unsecured creditors will
receive substantially all of the proceeds from the liquidation
of CMI's non-operating assets, $38.375 million in new promissory
notes and an indirect 100% ownership interest in the Company's
Elastic Fabrics of America LLC subsidiary.  If an acceptable
proposal for the purchase of the Elastics business is received
during the pendency of the chapter 11 cases, creditors will
receive the proceeds from the sale of Elastics in lieu of the
new notes and equity.  CMI has hired the investment bank,
SunTrust Robinson Humphrey as financial advisor to the Elastics

All Elastics' operations will continue as usual without
interruption during the pendency of the chapter 11 cases.  In
that regard, the Company has obtained a new debtor-in-possession
credit facility in the amount of $10 million to ensure that all
of Elastics' working capital requirements are satisfied.  The
Company also anticipates obtaining special bankruptcy court
authorization to honor all obligations to Elastics' employees,
vendors and customers in the ordinary course of business.  In
addition, the Company's chapter 11 plan specifically provides
that all Elastics' creditors will be paid in full in compliance
with the terms of existing arrangements or agreements and
without any impairment whatsoever.

Mr. Joseph L. Gorga, President of the Company, stated that, "The
filing of our chapter 11 plan marks the successful culmination
of the Company's nine- month effort to restructure its finances.  
The lengthy process has produced a winning result for all
concerned.  The heart of our strategy has always been to
maximize value by insulating the Elastics' business from any
potential adverse effects arising from the reorganization
process.  As we begin the stretch run, I think everyone can
confidently say: 'Mission Accomplished.' It's 'business as
usual' at Elastics with our outstanding workforce producing
superior product for current and future delivery to our
customers.  The combination of the Company's significant cash
reserves and the $10 million working capital facility provided
by our lender, Fleet Capital Corporation, ensures our Elastics'
business of having the financial wherewithal to support the
growth opportunities before it."

"Elastics' operations have continued to be profitable throughout
the process and have shown healthy signs of growth in recent
months."  As noted further by Mr. Gorga, "Elastics' significant
sales, profit momentum and market acceptance made Elastics the
cornerstone of our restructuring effort.  The strategy
implemented by our Board of Directors and negotiated with our
bondholders maximizes value and is clearly in the best interest
of all interested parties."

Mr. Daniel Arbess, Head of the Special Situations Group at
Triton Partners and a member of the Informal Committee of
Holders of CMI's 9 1/2% Senior Subordinated Notes observed,
"CMI's chapter 11 plan is the product of extensive arms-length
negotiations.  It recognizes the Company's economic reality and
provides a sound framework for maximizing value.  As a
consequence, we firmly support the plan and look forward to its
swift confirmation, which should occur by early in 2002."

CMI, Industries, Inc. and its subsidiaries manufacture textile
products that serve a variety of markets, including the intimate
apparel, sportswear and industrial/medical markets.  
Headquartered in Columbia, South Carolina, the Company operates
manufacturing facilities in Greensboro, North Carolina and
Stuart, Virginia.  The Company had net sales from continuing
operations of $85.2 million in 2000.

CMI INDUSTRIES: Case Summary & 30 Largest Unsecured Creditors
Lead Debtor: CMI Industries, Inc.
             1301 Gervais Street
             Suite 700
             Columbia, SC 29201

Bankruptcy Case No.: 01-11401-PJW

Debtor affiliates filing separate chapter 11 petitions:

             Entity                           Case No.
             ------                           --------
             Elastic Fabrics of America LLC   01-11402-PJW
             Chatham Fabrics LLC              01-11403-PJW
             Chatham Real Properties Inc.     01-11404-PJW
             Chatham Holdings Corporation     01-11405-PJW
             Chatham Land Corporation         01-11406-PJW
Type of Business: CMI, prior to closing all of its directly-
                  owned manufacturing facilities, manufactured
                  textile products that served a variety of
                  products including greige woven fabrics for
                  apparel, home furnishings and the
                  industrial/medical markets. The Company is
                  headquartered in Columbia, South Carolina.
                  Its wholly-owned subsidiary, Elastic Fabrics
                  of America, LLC, operates manufacturing
                  facilities in Stuart, Virginia and
                  Greensboro, North Carolina that manufacture
                  elasticized knit and woven fabrics.

Chapter 11 Petition Date: November 26, 2001

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Mark Minuti, Esq.
                  222 Delaware Ave, Suite 1200
                  P.O. Box 1266
                  Wilmington, DE 19899
                  Tel: 302 421-6840
                  Fax: 302 421-5873

Total Assets: $61,648,000

Total Debts: $101,484,000

Debtor's 30 Largest Consolidated Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Chase Bank of Texas, N.A.   Bond debt             $23,500,000
Debbie Lorenzo
P.O. Box 2558
Houston, TX 77252-8009
Tel: 713-216-4488
Fax: 713-216-6931

Bankers Trust               Bond debt             $15,975,000
John Lasher
648 Grassmere Park Rd.
Nashville,TN 37211
Tel: 615-835-3419
Fax: 615-835-3409

SSB-Trust Custody           Bond debt             $12,000,000
David Paldino
225 Franklin Street M4
111 8thAvenue 4thFloor
Boston, MA 02110
Tel: 617-654-4915
Fax: 617-654-4690

Chase Manhattan             Bond debt              $8,700,000
Paula Dabner
c/o J P Morgan Investor
Floor Securities
14201 Dallas Parkway 12t"
Dallas, TX 75240
Mail Code 121
Tel: 469-477-0081
Fax: 469-477-2183

Boston Safe Deposit &       Bond debt              $6,000,000
Trust Company
Constance Holloway
Mellon Bank NA
Pittsburgh, PA 15259
Tel: 412-234-2929
Fax: 412-234-7244

State Street Bank & Trust   Bond debt              $3,500,000
Joseph J. Callahan
Global Corporate Action
1776 Heritage Drive
Unit JAB 5NW
N. Quincy, MA 02171
Tel: 617-985-6453
Fax: 617-537-5004

Bear Stearns Securities     Bond debt              $2,000,000
Vincent Marzella
One Metrotech Center
4t" Floor
Brooklyn, NY 11201-3862
Tel: 347-643-2362
Fax: 347-643-4625

Banc of America             Bond debt              $2,000,000
Scott Reifer
LLC, Montgomery Div.
655 Montgomery Street
San Francisco, CA 94111
Tel: 415-913-4112
Fax: 415-835-2582

Westpoint Stevens           Bond debt                $803,287
507 W. 10thStreet
P.O. Box 71
West Point, GA 31833
Tel: 706-645-4000
Fax: 706-645-4677

Donaldson Lufkin &          Bond debt                $550,000
Jenrette Securities Corp.
AI Hernandez
1 Pershing Plaza
Jersey City, NJ 07399
Tel: 201-413-3090
Fax: 201-413-5263

Laurens County Tax          Property Taxes           $513,696
Laurens Highway
Clinton, SC 29325
Tel: 864-984-4742

E I DuPont de Nemours &     Raw Material             $388,321
Co.                         Supplier
Cash Oper-Fina Dept.
D9086 DuPont Building
Wilmington, DE 19898
Tel: 302-892-7005

Thomaston Mills             Finishing                $384,594
Dept. GA                    Services
P.O. Box 530110
Atlanta, GA 30353-0110
Tel: 706-647-7131
Fax: 706-646-5094

Unifi, Inc.                 Raw Material             $343,298
P.O. Box 19109              Supplier
Greensboro, NC 27419-9109
Tel: 336-294-4110
Fax: 336-316-5221

Merrill Lynch Pierce        Bond debt                $233,000
Fenner & Smith

Northern Trust Company      Bond debt                $150,000

BNY Clearing Services       Bond debt                $150,000

McMichael Mills             Raw Material             $149,987

R.L.Stowe Mills             Raw Material             $146,945

Burlington Chemical         Dye and Chemical         $101,613

Fleet Securities, Inc.      Bond debt                 $98,000

Habersham County Tax        Property Taxes            $91,794

LaSalle National Leasing    Equipment                 $88,369

Prudential Securities, Inc. Bond Debt                 $85,000

Andover Capital Group       Bond debt                 $80,556

BASF Corporation            Raw Material              $76,136

General Electric Capital    Equipment                 $40,058

CIBA Specialty Chemicals    Dye and Chemical          $39,236

Boiler Master, Inc.         Trade Creditor            $32,738

Globe Manufacturing Co.     Raw Material              $31,413

COMMSCOPE: S&P Places Low-B Ratings on Watch Positive
Standard & Poor's placed its double-'B' corporate credit and
single -'B'-plus convertible subordinated note ratings on
CommScope Inc. on CreditWatch with positive implications. At the
same time, Standard & Poor's withdrew its double-'B'-plus bank
loan rating on the company's proposed $360 million senior
secured credit facility.

The CreditWatch listing is based on better credit measures
resulting from CommScope's decision to restructure the
previously announced joint venture arrangements to acquire an
interest in the fiber optic cable business of Lucent
Technologies Inc. The previous transaction weakened credit
measures and was in large part debt-financed. In addition,
Standard & Poor's believed that the operational challenges
associated with operating Lucent's fiber optic cable business in
an uncertain demand environment would increase CommScope's near-
term risk profile.

Under the new terms, CommScope will issue shares of its common
stock to Lucent valued at about $203 million, and will purchase
an approximate 18% ownership interest in the fiber optic cable
venture, which includes transmission fiber and cable
manufacturing facilities. CommScope will also purchase an
interest-bearing note of the venture for $30 million to finance
a portion of the initial working capital needs until permanent
financing of the venture is secured. The proceeds of the stock
issuance to Lucent will fund both the acquisition of the
interest in the venture and the purchase of the note.

Hickory, North Carolina-based CommScope is the leading
manufacturer of coaxial cables for the cable television
industry. Standard & Poor's will meet with management to assess
the financial policy, growth strategies, and operating
performance in a more difficult economic environment, and the
effect of the current agreement on CommScope's risk profile.

EXODUS COMMS: Court Extends Lease Decision Deadline Until May 24
Exodus Communications, Inc., and its debtor-affiliates move for
the entry of an order granting an extension of the time to
assume or reject unexpired nonresidential real property leases
by an additional 180 days from November 25, 2001 to May 24,

David R. Hurst, Esq., at Skadden Arps Slate Meagher & Flom LLP
in Wilmington, Delaware, tells the Court that the Debtors are
lessees to a significant portfolio of unexpired nonresidential
real property leases and in fact, the Debtors' corporate
headquarters and most of their 44 IDC's operates out of leased

Mr. Hurst contends that the Debtors have made significant
progress with respect to analyzing their lease holdings and in
certain cases already have sought to reject unprofitable leases.
The Debtors are currently preparing a second lease rejection
motion to reject approximately 13 additional leases. In
addition, the Debtors have sought Court approval for procedures
to streamline the process of rejecting leases in order to enable
the Debtors to efficiently reject unwanted nonresidential real
property leases.

At this juncture, the Debtors estimate that they will require a
180-day extension of the time to assume or reject their leases,
through and including May 24, 2002 in order to make fully-
informed decisions with respect to their remaining leases. Mr.
Hurst relates that the Debtors are currently preparing economic
analyses of their leased properties in order to determine which
properties and IDC's are profitable and fit into the Debtors'
go-forward business plans. Based on the economic analyses of the
leases, the Debtors will likely seek additional relief from the
Court regarding the assumption and assignment of the leases but
because the Debtors' economic analyses are not yet complete, the
Debtors require additional time to determine which leases to
assume or reject.

Mr. Hurst asserts that the Debtors are current with respect to
their post-petition lease obligations and intend to continue to
pay such obligations through the effective dates of rejection of
all rejected leases. (Exodus Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

FEDERAL-MOGUL: Seeks OK to Employ Ordinary Course Professionals
Federal-Mogul Corporation, and its debtor-affiliates regularly
utilize the services of various accountants, independent
financial and tax consultants, attorneys and/or law firms and
other professionals in the ordinary course of performing day-to-
day business operations. The Debtors currently employ
approximately 144 different Ordinary Course Professionals. In
addition, other Ordinary Course Professionals have been, and may
be, retained by the Debtors from time to time.

By motion, the Debtors seek to continue to utilize the
services of such Ordinary Course Professionals for the benefit
of the Debtors during the post-petition period without the
necessity of filing formal applications for employment and
compensation by each professional.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young & Jones,
P.C., in Wilmington, Delaware, tells the Court that it would be
costly, time-consuming and administratively burdensome on both
the Debtors and the Court to request each such Ordinary Course
Professional to apply separately for approval of its employment
and compensation because of the number and geographic diversity
of the professionals that are regularly retained by the Debtors.
Further, a significant number of the Ordinary Course
Professionals are unfamiliar with the fee application procedures
employed in bankruptcy cases. Ms. Jones believes that some of
the Ordinary Course Professionals might be unwilling to work
with the Debtors if these requirements were imposed.

Ms. Jones contends that the uninterrupted services of the
Ordinary Course Professionals are vital to the Debtors'
continuing operations and their ultimate ability to reorganize.
More importantly, the cost of preparing and prosecuting these
retention applications and fee applications would be significant
and unnecessary because such costs would ultimately be borne by
the Debtors' estates. Accordingly, the Debtors request that they
be permitted to employ and retain the Ordinary Course
Professionals on terms substantially similar to those in effect
prior to the Petition Date, subject to the terms described

A. In order to ensure that each of the Ordinary Course
   Professionals is disinterested and does not represent or
   hold any interest adverse to the Debtors or their estates
   with respect to the matter on which such professional is
   employed, the Debtors propose that each Ordinary Course
   Professional be required to file a declaration of
   disinterestedness with the Court, and to serve copies
   thereof to the Debtors, the counsel to the Debtors, the
   Office of the United States Trustee, counsel for the agent
   for the pre-petition lenders, counsel for the agent for the
   post-petition lenders, and counsel to any statutory
   committee appointed in these cases prior to or
   contemporaneously with the Ordinary Course Professional's
   first submission to the Debtors of invoices accompanying a
   request for compensation. The Debtors will not make any
   payment to any Ordinary Course Professional who has failed
   to file a declaration of disinterestedness.

B. The Debtors propose that the Declaration Notice Parties shall
   have 15 days after the receipt of each Ordinary Course
   Professional's Declaration of Proposed Professional to
   object to the retention of such Professional. The objecting
   Declaration Notice Party shall serve any such objections
   upon all other Declaration Notice Parties on or before the
   Objection Deadline. If any such objection cannot be promptly
   resolved, the matter shall be scheduled for hearing before      
   the Court at the next regularly scheduled omnibus hearing
   date or other date otherwise agreeable to the Ordinary
   Course Professional and the Declaration Notice Parties. If
   no objection is received from the Declaration Notice Parties
   within 15 days after the filing of an Ordinary Course
   Professional's declaration, the Debtors shall be authorized
   to retain such Professional as a final matter.

   Although certain of the Ordinary Course Professionals may
   hold small unsecured claims against the Debtors, the Debtors
   do not believe that any of the Ordinary Course Professionals
   have an interest materially adverse to the Debtors, their
   estates, creditors, or other parties in interest. Ms. Jones
   relates that the Debtors are not requesting authority to pay
   pre-petition amounts owed to Ordinary Course Professionals.

C. The Debtors anticipate that they may need the services of
   other Ordinary Course Professionals from time to time during
   these chapter 11 cases and accordingly seek authority to
   retain such Ordinary Course Professionals as the need
   arises. The Debtors propose to file a supplemental list or
   lists of such additional Ordinary Course Professionals with
   the Court stating that the Debtors intend to employ
   additional Ordinary Course Professionals and to serve the
   list on:

      A. the Office of the United States Trustee,
      B. counsel for the agent for the pre-petition lenders,
      C. counsel for the agent for the post-petition lenders
      D. counsel to any statutory committee appointed,
      E. all other parties that have filed a notice of

      If no objections to the retention of the Ordinary Course
      Professional are filed within 15 days after service,
      retention of the Ordinary Course Professional shall be
      deemed approved by the Court without the need for a
      hearing or further order.

D. The Debtors propose that they be permitted to pay, without
   formal application to the Court by any Ordinary Course
   Professional, all of the fees and expenses of each of the
   Ordinary Course Professionals upon the submission to the
   Debtors of an appropriate invoice setting forth in
   reasonable detail the nature of the services rendered after
   the Petition Date, provided that no Ordinary Course
   Professional shall be paid more than the estimated average
   monthly fees and expenses for such professional, during any
   given month for services rendered to the Debtors without an
   order of this Court authorizing such higher amount.
   Furthermore, the Debtors shall review the statements of the
   Ordinary Course Professionals and determine their
   reasonableness in accordance with their customary pre-
   petition practices.

E. The Debtors propose to file a statement with the Court and to
   serve such statement on the United States Trustee prior to
   the end of January, April, July and October of every year
   that these chapter 11 cases are pending, which will
   summarize the fees and expenses paid to all the Ordinary
   Course Professionals during the past quarter of the calendar
   year. The Quarterly Statement shall include the following
   information of each Ordinary Course Professional:

      1. the name of such Ordinary Course Professional,

      2. the aggregate amounts paid as compensation for services
         rendered and reimbursement of expenses incurred by such
         Ordinary Course Professional during the previous

      3. the aggregate paid as compensation for services
         rendered and reimbursements of expenses incurred by
         such Ordinary Course Professional during the pendency
         of these cases, and

      4. a general description of the services rendered by each
         Ordinary Course Professional.

Ms. Jones informs the Court that parties in interest may file
objections to the payments to Ordinary Course Professionals
within 45 days of the filing of an accounting reflecting such
payments. If an objection to fees and expenses of Ordinary
Course Professionals is filed by a party in interest, Ms. Jones
submits that such fees and expenses will be subject to review
and approval by the Court.

Ms. Jones contends that the proposed retention and payment plan
will not apply to attorneys or other professionals retained or
to be retained by the Debtors for purposes of administering
these cases pursuant to separate orders of this Court. Ms. Jones
asserts that the Ordinary Course Professionals will not be
involved in the administration of the chapter 11 cases but will
provide services in connection with the Debtors' ongoing
business operations or services ordinarily provided by in-house
counsel to a corporation. (Federal-Mogul Bankruptcy News, Issue
No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)

FISHER COMMS: Lenders Waive Covenants Under Credit Agreements
Fisher Communications, Inc. the maintains an unsecured revolving
line of credit and a senior secured credit facility which
contain several covenants, including covenants with respect to
the maintenance of some financial ratios. As of September 30,
2001 the Company was not in compliance with some of the
covenants, including some covenants with respect to required
financial ratios. The Company requested a waiver from the
lenders for its noncompliance during the fourth quarter of 2001,
which was granted on November 20, 2001. At September 30, 2001
$213,611,000 of principal was outstanding under the revolving
line of credit and the senior secured credit facility, all of
which was classified as notes payable in current liabilities. As
a result of the waiver, $205,284,000 of such amount is no longer
classified in current liabilities.

FRD ACQUISITION: Files Plan and Disclosure Statement
F&D Reports relates that after two failed attempts to be
acquired, FRD Acquisition, DIP, a wholly-owned subsidiary of
Advantica Restaurant Group, filed its Plan of Reorganization and
related Disclosure Statement.  

Under the Plan, F&D Reports says, unsecured creditors will
receive a pro rata share of new common stock in the reorganized
Company, while secured creditors will be paid in full with cash.

However, Advantica's Denny's subsidiary, which claims to have a
lien on the assets of FRD's subsidiaries, has threatened to
foreclose on said assets.  To this end, the Plan provides for
the issuance of injunctions by the Court to stop Denny's from
doing so, F&D Reports says.

HOMELIFE: Wants Exclusive Plan Filing Time Extended to March 13
To avoid premature formulation of a Chapter 11 plan, Homelife
Corporation asks the U.S. Bankruptcy Court for the District of
Delaware to move Exclusive Periods. The Debtors want their
Exclusive Filing Period extended through March 13, 2002 and
their Exclusive Solicitation Period through May 13, 2002.

The Debtors assert that their cases are large and that their
five procedurally consolidated cases involve a host of complex
situations. Moreover, the Debtors devoted substantial time and
effort to other fundamental issues. After the Petition Date, the
Debtors began negotiating with their prepetition secured lenders
and Searc, Roebuck & Company to enter a global settlement
providing the Debtors continued use of cash collateral.

Privately-held HomeLife shut down all of its 128 retail
locations before it filed for chapter 11 bankruptcy protection
on July 16, 2001 in the U.S. Bankruptcy Court for the District
of Delaware.  The Debtors listed both assets and liabilities of
more than $100 million each in its petition. Laura Davis Jones,
Esq. at Pachulski, Stang, Ziehl, et al represents the Debtors in
their restructuring efforts.

HOMESEEKERS.COM: Will Close Sale of Assets to FNIS by Early Dec.
On October 25, 2001, Fidelity National Financial, Inc. agreed to
loan, Inc. up to $4,000,000, which was
consummated on November 5, 2001. In return, Fidelity accepted

     (i) a convertible revolving promissory note and
    (ii) a stock purchase warrant.

The aggregate potential equity represented in the Note and the
Warrant is 25% of the Company's outstanding common stock. To the
extent the Note is not converted to a number of shares of common
Stock representing a 25% equity stake in the Company, the
Warrant is exercisable to bring Fidelity's beneficial ownership
to as much as 25% of the outstanding shares of common stock.

The purpose of the Fidelity loan to the Company was to enable
the Company to pay off existing debt so as to release lenders'
liens on certain assets being purchased by Fidelity National
Information Solutions, Inc.   Fidelity and the Company entered
into a Credit Agreement, pursuant to which Fidelity agreed to
loan the Company up to $3,000,000 for the purpose of paying off
and canceling its loan agreements with, Inc. d/b/a
HomeMark, the repayment of an earlier secured promissory note of
$400,000, and for general working capital purposes.
Additionally, and, if necessary, the Company may borrow another
$1,000,000 for the purpose of repaying a deposit in connection
with the FNIS purchase agreement.

As an inducement to make the loan, Fidelity agreed to accept
equity in the Company in the form of the Note and Warrant
described above. FNIS has no rights to receive or control
disposition of any of the shares of common stock. Fidelity and
the Company also executed a Security Agreement securing the
Company's obligations to Fidelity.

As a result of the issuance to Fidelity of the Note and the
Warrant, Fidelity has a currently exercisable right to purchase
up to approximately 12,238,641 shares, or the equivalent of 25%
of the outstanding shares of the Company's common stock,
calculated by applying Fidelity's right to acquire 25% of the
Company's outstanding shares to the total of 48,954,561 as
reported to the Securities and Exchange Commission in the
Company's Form 10-K for the fiscal year ended June 30, 2001. The
actual number of shares issuable to Fidelity is likely to be
greater than 12,238,641 because of the dilutive effect of
exercising the Note and Warrant. Fidelity has the sole right to
receive or the power to direct the receipt of dividends from, or
proceeds from the sale of, the shares of the Company's Common
Stock issuable upon the exercise of the Note and the Warrant.

Except as described above, to the best knowledge of the Company,
neither Fidelity, FNIS, nor any of the directors or officers of
Fidelity or FNIS beneficially own any shares of the Common Stock
of the Company.

On November 1, 2001 the Company entered into a Business
Separation and Settlement Agreement with HomeMark and
HomeSeekers Management, Inc., which was consummated on November
5, 2001. In accordance with the terms of the agreement, the
companies terminated, and released any and all obligations
under, all agreements between the parties including the Loan
Agreement, Security Agreement and Financing Statement, and the
Securities Purchase Agreement dated June 6, 2001; the Security
Agreement and Financing Statement dated June 19, 2001, the
Intercorporate Services Agreement dated July 1, 2001; the Loan
Agreement, Security Agreement and Financing Statement dated July
17, 2001; all promissory notes including, without limitation,
those issued in connection with the June Loan Agreements and the
June Security Agreement.

In connection with the settlement, and in addition to other
terms and conditions, the Company paid HomeMark $1,875,000 and
assigned to HomeMark its Loan Agreement and the Security
Agreement and Financing Agreement dated July 16, 2001 between
EntrePort Corporation and the Company in the total principal
amount of $500,000.

On October 25, 2001, FNIS and the Company entered into an
agreement whereby FNIS will purchase certain assets of the
Company, such assets amounting to an estimated twenty percent
(20%) of the Company's total assets. FNIS and the Company also
entered into an agreement pursuant to which FNIS will provide
management services to the Company until the earlier to occur
between the close or the termination of the Asset Purchase

FNIS is acquiring substantially all of the assets, including
corporate and trade names and goodwill associated with the
business, of the Company's XMLSweb(tm) division. Subject to the
terms and conditions set forth in the Asset Purchase Agreement,
the total consideration for the purchase of the assets is
$2,000,000 of which $1,000,000 is payable as a deposit subject
to the Company's satisfaction of certain agreement conditions
and the remaining $1,000,000 is payable upon closing. The
Company and FNIS anticipate a closing date of late November or
early December 2001. In addition to the above, the agreement
contemplates the possibility of an additional cash sum of
$1,200,000 payable in accordance with the terms and conditions
of a Software Development Agreement being developed and related
to the development by the Company for the benefit of FNIS of
Version 8 of its MLS software product offering.

INTEGRATED HEALTH: Angell Creditors Move to Appoint Committee
Don G. Angell, D. Gray Angell, Jr. and Don R. House, in their
capacities as Co-Trustees of the Don G. Angell irrevocable Trust
Under Instrument Dated July 24, 1992, Angell Group,
Incorporated, Angell Family Limited Partnership, Bermuda Village
Retirement Center Limited Partnership, and Angell Care
Incorporated (the Angell Creditors), move the Court for entry of
an Order, pursuant to Section 1102(a)(2) of the Bankruptcy
Code), appointing an official committee of unsecured creditors
of Premiere Associates, Inc. and its subsidiaries.

Premiere Associates, Inc. is a wholly-owned subsidiary of
Integrated Health Services, Inc., through a merger between
Premiere and an IHS subsidiary in 1998. Premiere in turn owns
all the stock of 34 individual subsidiary corporations, which
are also debtors in the IHS case.

The Angell Creditors are holders of 30 promissory notes,
aggregating approximately $14 million, issued by Premiere before
the IHS Merger in connection with a loan agreement dated
September 28, 1994, as amended. The Premiere Group's total
indebtedness to the Angell Creditors exceeds $16,000,000, the
Angell creditors tell the Court. Angell Creditors are among 320
creditors that filed claims in the Premiere Group cases totaling
in excess of $27,000,000.

The Angell creditors seek the relief on the bases of inadequate
representation of creditors of Premiere by current Committee
members and conflicts of interest between the Angell creditors
and the Committee which consists primarily of the bank group.

The Debtors owe prepetition creditors approximately $3.7 billion
of which approximately $2.1 billion is owed to prepetition bank
creditors (the Bank Group). The Angell creditors tell the Court
that, for the Premiere Group debtors in particular, the Bank
Group is a creditor only because IHS compelled the Premiere
Group to guaranty the $2.1 billion Revolving Credit and Term
Loan Facility within two months following IHS's acquisition of
Premiere. At the time of the IHS merger, the Premiere Group was
solvent and profitable, the Angell creditors add.

The Angell creditors accuse that:

       -- but for the Guaranty, the Premiere Group's assets and
income are more than sufficient to pay its creditors in full,
the Angell creditors assert;

       -- but for the Guaranty, the Bank Group is not otherwise
a creditor of the Premiere Group because the only relationship
between the Premiere Group and the Bank Group is through the

       -- but for the debt represented by the Credit Facility,
the Premiere Group would be solvent;

       -- the sole consideration received by the Premiere Group
in conjunction with the Guaranty of the Credit Facility was the
potential ability to access the Credit Facility, but, being
financially secure, the Premiere Group never needed to draw on
the Credit Facility and in in actuality, the Premiere Group
never received any benefit, economic or otherwise, as a result
of its guaranty of the Credit Facility;

       -- IHS compelled the Premiere Group to enter the Guaranty
without considering the impact of the Guaranty on the Premiere
Group and its creditors;

       -- the Premiere Group gave the Guaranty without
performing due diligence, without corporate authority, and
without following corporate formalities.

The Angell Creditors tell the Court that evidence obtained from
discovery shows that the Guaranty should be avoided as a
fraudulent transfer, but the Committee, consisting exclusively
of members with claims against non-Premiere Group debtors
(including the Bank Group, which holds claims secured by the
assets of IHS and the Premiere Group), lacked any incentive to
investigate and prosecute this fraudulent transfer, or to insure
that any plan(s) of reorganization would provide unsecured
creditors of the Premiere Group with the full distribution to
which they were entitled.

The movants note that the interests of the Premiere Group
creditors would best be represented by a committee that will
demand that the Debtors bring actions to avoid the Guaranty of
the Credit Facility and require payment in full to unsecured
creditors under a Premiere Group plan, but avoidance of the
prepetition Guaranty will have a major adverse impact on the
secured and unsecured claims of the members of the Bank Group,
which through its lead bank, Citigroup, dominated the Committee
until July of this year. Likewise, the remaining Committee
members, with claims that predominate against non-Premiere Group
Debtors, are most likely to benefit if the Guaranty remains in
place, the movants remark. Although PharMerica and Gulf South
are creditors of both Premiere Group debtors and the non-
Premiere Group debtors, their claims against the Premiere Group
are dwarfed by their claims against the non-Premiere Group
Debtors, the Angell creditors point out. PharMerica's Premiere
Group claims represent approximately 3.39% of its claims against
the Debtors, the Angell creditors note, and Gulf South's claims
in the Premiere Group cases represent only 7.98% of its total
claims against the Debtors.

>From the perspective of the Premiere Group's creditors, the
Committee, consisting primarily of the Bank Group which also
holds secured claims, does not adequately represent the
interests of the Premiere Group's unsecured creditors, including
the Angell Creditors, with respect to a number of vital matters,
including but not limited to:

       (1) pursuit of fraudulent conveyance actions against the
           Bank Group to avoid the Guaranty;

       (2) the necessity of the Premiere Group cases in the
           first place; and/or

       (3) formulation of plans of reorganization that treat the
           Premiere Group's unsecured creditors in the manner to
           which they are entitled.

The Angell Creditors tell the Court that they have harbored the
same concerns since the outset of these cases, and events that
have transpired continue to demonstrate that a separate Premiere
Group committee is necessary. The Angell creditors relate as

       -- After being repeatedly rebuffed by the Debtors and the
Committee in a cooperative effort to forego a separate committee
by sharing the Debtors' analysis of the their financial history
and the Premiere Group Guaranty, the Angell Creditors became
convinced that the Debtors and the Committee either were not
investigating the existence of the fraudulent transfer action,
or were not willing to timely pursue such an action. The Angell
Creditors therefore pursued requests that the United States
Trustee appoint a Premiere Group Committee.

       -- By letter dated April 12, 2001, the Angell Creditors
requested that the United States Trustee appoint a separate
committee of unsecured creditors of the Premiere Group.

       -- Following the April 12 Letter, Debtors assured the
Angell Creditors that "[t]he investigation which the Angell
Creditors wish to have undertaken by a separate committee is
already in progress and substantially complete." In addition,
Debtors assured the Angell Creditors that "[t]he Debtor's
counsel, in consultation with the Committee, agreed to take the
lead in reviewing and analyzing the Debtor's capital structure
and the enforceability of the bank guarantees, which necessarily
includes the fraudulent conveyance analysis requested by the
Angell Creditors."  Based on these assurances, the Angell
Creditors agreed to cooperate in an effort to forego a separate
committee and communicated this intention to the United States
Trustee via letter dated June 8, 2001. For reasons not clear to
the Angell Creditors, the results of the investigation, which
was "substantially complete" on April 20, 2001, were not
produced during the succeeding three months. Therefore, by
letter dated July 31, 2001, the Angell Creditors renewed their
request to the United States Trustee for a separate committee.

       -- By letter dated August 2, 2001, Debtors assured the
United States Trustee that when the fraudulent conveyance
analysis was finished, "[w]e will finalize the analysis and
provide it to the Angell Creditors subject to an appropriate
confidentiality agreement ..." The Debtors also assured the
United States Trustee that in formulating a plan or plans there
would be a dialogue with the Angell Creditors.

       -- By letter dated August 3, 2001, the Committee informed
the United States Trustee that it opposed formation of a
separate committee.

       -- By letter dated August 9, 2000, the Angell Creditors
asked the United States Trustee to consider their renewed
request because of the months of delay and the lack of
cooperation from either the Committee or the Debtors.

       -- On August 29, 2001, the United States Trustee denied
the Angell Creditors' request "at this time." However, in a
letter to the Committee dated August 29, 2001, the United States
Trustee expressed to Debtors and the Committee her concern "as
to the ability and/or willingness of the Committee to properly
discharge the fiduciary duty it owes to all unsecured creditors
in this case, including the Angell Creditors." She stated her
opinion that, if the Committee is in possession of information
relevant to the Angell Creditors' allegations regarding
unenforceability of the Guaranty, the Bankruptcy Code would
require that such information be shared with them. Finally, the
United States Trustee was "cautiously optimistic that the
Committee will respect and discharge its obligations. If it
appears that the Committee cannot do so, the United States
Trustee will reconsider her decision."

       -- The Committee responded to the United States Trustee's
August 29, 2001 letter, by letter dated September 5, 2001
denying that it had the duty or authority either to provide
information to the Angell Creditors or to pursue a fraudulent
conveyance action. The Debtors did not respond to the United
States Trustee's letter.

       -- Subsequently, on September 10, 2001, the Angell
Creditors wrote to the Debtors asking them to provide "all
information relevant to the Angell Creditors' assertions
regarding the unenforceability of the bank guarantees given by
Premiere, as they have so often promised."

       -- As of the date this Motion is filed, Debtors have not
produced the results of the investigation that was
"substantially complete" in April, or the "analysis" the Debtors
promised to produce in their letter dated August 2, 2001.
Instead, Debtors responded with a letter dated September 14,
2001, asking the Angell Creditors to describe the "information"
they sought and promising to provide the legal analysis
regarding the bank guarantees "once it is completed and
available for distribution," but only "after [the Angell
Creditors] provide [Debtors] with [their] views and documents."

The Angell creditors note that the Debtors are formulating their
plan(s) of reorganization and the time for bringing fraudulent
transfer actions is nearing its expiration date of February 1,

For these reasons, the Angell Creditors move the Court, pursuant
to Section 1102(a)(2) of the Bankruptcy Code, to appoint a
committee of unsecured creditors to represent the interests of
the Premiere Group creditors at this critical time in the cases.
(Integrated Health Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

LDC OPERATING: US Trustee Seeks Conversion of Case to Chapter 7
James J. Ling, CEO of Empiric Energy, Inc. (EEI) (OTCCB:EMPE) a
Dallas-based oil and gas company announced further developments
regarding the LDC Operating Company's filing of the Chapter 11
proceedings in September, 2001 due to their inability to meet
timely lease payments, payment of current expenses and similar

EEI had previously "top leased" the entire 1,036 lease hold
acreage and depending on subsequent events could substantially
increase the 30% working interest currently held by EEI.

The October 25, 2001 hearing in the United States Bankruptcy
Court, Western District of Louisiana, (Lake Charles) resulted in
the Judge presiding over the LDC Bankruptcy hearing:

     -- Issuing a restraining order prohibiting the principal of
        LDC from being on the lease property.

     -- The LDC Operating Company was removed as the operator of
        the lease, and authorized the appointment of a new

     -- Subsequently, a well known and highly regarded operator
        was approved by the court and EEI.

     -- The operator is working closely with EEI in determining
        the status of the existing wells, partially completed
        wells, new prospects, estimated reserves, etc.

The United States Trustee responsible for this bankruptcy
proceeding has filed a motion, to convert to a Chapter 7, the
current Chapter 11 proceeding, at a hearing to be held December
13, 2001.

EEI's legal counsel believes that in either event the ruling and
outcome will be favorable to EEI.

LTV CORP: Bricker Pledges Support to Committee's Pact with USWA
The chairman and chief executive officer of The LTV Corporation,
William H. Bricker, responded to a plea by Cleveland Mayor
Michael R. White.  In a letter dated November 21, 2001, Mayor
White stated that he had "completed conversations with all of
the principal players in the current negotiations" and that he
believed that "we are within range of an agreement within the
next few days."  The letter asked Mr. Bricker to "remain open to
supporting a deal structure that may appear to fall short of the
terms sought by your company earlier this week.  If the
creditors and the USWA arrive at a deal structure that both
believe has a fighting chance of Loan Board approval, please
make every effort to support that plan."

Mr. Bricker issued the following response to Mayor White's

"The Union and the Creditors Committee are in possession of all
the facts related to the crisis facing LTV.  The Union's
financial consultants have not disputed the accuracy of those
facts.  I will personally do everything possible to support an
agreement developed by the USWA and the Committee of Unsecured
Creditors.  We want only the best for our employees and this
community which has supported us in our fight to survive and
restructure. Therefore, we will gladly present a labor agreement
to our lenders and the Emergency Steel Loan Guarantee Board, if
it would enable LTV to survive and continue to provide jobs for
the people of Cleveland and the other communities in which we

Mr. Bricker repeated his pledge made to United Steelworkers of
America international president Leo Gerard on November 21, "I
sincerely hope that you and the Union, and the Committee of
Unsecured Creditors will be able to achieve a bankable solution.  
If there is anything LTV people or I can do to assist, do not
hesitate to contact me.  We both want the Company to survive. I
know that we will both do everything humanly possible to reach
that goal."

The LTV Corporation is a manufacturing company with interests in
steel and metal fabrication.  LTV's Integrated Steel segment is
a leading producer of high-quality, value-added flat rolled
steel, and a major supplier to the transportation, appliance,
electrical equipment and service center industries. LTV's Metal
Fabrication segment consists of LTV Copperweld, the largest
producer of tubular and bimetallic products in North America.

LERNOUT & HAUSPIE: Panel Seeks Concordat Consummation After Plan
Francis A. Monaco and Joseph J. Bodnar of the Wilmington firm of
Walsh, Monzack & Monaco, P.A., acting as local counsel, and led
by Daniel H. Golden and Ira S. Dizengoff of the New York firm of
Akin, Gump, Strauss, Hauer & Feld, L.L.P., representing the
Official Committee of Unsecured Creditors of Lernout & Hauspie
Speech Products N.V. and L&H Holdings USA, Inc., ask Judge
Wizmur for entry of an order under her general equitable powers
prohibiting L&H from consummating a plan of reorganization in
L&H's Belgium concordat proceeding prior to consummation of a
plan of reorganization in its chapter 11 case.

Consummation of the Concordat Plan would necessarily involve the
disposition of assets and distributions to only certain
creditors of L&H's estate. The Bankruptcy Code, however, does
not permit distributions to creditors in a chapter 11 proceeding
except under and pursuant to a plan of reorganization that has
been properly presented and approved. Thus, consummation of the
Concordat Plan would violate the clear language and intent of
the Bankruptcy Code if it were to occur prior to consummation of
a substantively similar plan of reorganization in L&H's chapter
11 case.

The Committee also argues that consummation of the Concordat
Plan would also violate the Federal Rules of Bankruptcy
Procedure which allow distributions to creditors only after the
allowance of claims and the confirmation of a plan.

Even though the Concordat Plan and the Chapter 11 Plan are
substantively similar, there can be no assurance that the
Chapter 11 Plan will be confirmed and subsequently consummated.
If the Chapter 11 Plan is not consummated, the disposition of
assets and distributions to select creditors pursuant to the
Concordat Plan would (i) strip the L&H estate of the assets
necessary to fund its ongoing operations and any subsequent plan
of reorganization and (ii) contravene the priority scheme
delineated in section 507 of the Bankruptcy Code and effectively
eviscerate the principle that similarly situated creditors are
entitled to share equally in distributions from the estate.
Entry of an order prohibiting L&H from consummating the
Concordat Plan prior to consummation of a plan of reorganization
in L&H's chapter 11 case would, however, ensure that all
creditors of L&H, wherever located, of the same priority are
treated alike.

The L&H Committee assures Judge Wizmur it is not seeking to
preclude presentation of and voting on the Concordat Plan. The
L&H Committee simply requests that the effectiveness of the
Concordat Plan, if approved by the Ieper Court, be forestalled
until a chapter 11 plan of reorganization is effectuated. In
this way, all creditors will be treated fairly, rather than a
piecemeal disposition of L&H's assets.


James Baker, Janet Baker, JK Baker LLC and JM Baker LLC join in
this Motion. (L&H/Dictaphone Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  

LIQUID AUDIO: Steel Partners Wants Substantial Sale of Assets
Steel Partners II, L.P., which owns approximately 8.2% of the
common shares of Liquid Audio, Inc. (NASDAQ: LQID), announced
that it sent the following letter to the company's Board of

                   STEEL PARTNERS II, L.P.
              150 East 52nd Street, 21st Floor
                     New York, NY 10022

November 26, 2001

Board of Directors
Liquid Audio, Inc.
800 Chesapeake Drive
Redwood City, California 94063
Attn: Gerald Kearby,
Chairman of the Board and
Chief Executive Officer

Dear Mr. Kearby:

We continue to be shocked by the continued display of arrogance
by the Board of Directors of Liquid Audio, Inc. toward the
Company's shareholders in light of several recent developments.
The appointment of two new directors without a shareholder vote
was especially disappointing given their lack of ownership in
the Company. The Company should not have appointed any new
directors who did not already own a significant stake in Liquid
Audio. We believe that the interests of all directors should be
aligned with the interests of the shareholders in order to
ensure that the Board will strive to maximize shareholder value.
Additionally, given the overwhelming disappointment in
management as recently expressed by a number of shareholders, we
believe that any director nominees proposed to be appointed to
the Board should have been elected by the Company's
shareholders. We further believe that Sylvia Kessel should
resign from the Board given her recent resignation from
Metromedia. In the event that Ms. Kessel does resign, we expect
the Board to immediately schedule a meeting of shareholders for
the election of a director to fill the vacancy created by the
resignation and that such nominee be a significant shareholder
of the Company.

According to the Company's Form 10-Q for the quarter ended
September 30, 2001, the Company's burn-rate was reduced from $9
million to $6.6 million during the third fiscal quarter of 2001.
We still believe that the Company's burn-rate is inconceivably
high and that management has a long way to go to control Company
expenses. Going forward, we are concerned that despite limited
visibility into the next fiscal year, management will squander
another $.25 per share in cash during the first quarter of 2002.
These are just some of our concerns with the Company's financial
condition which we sought to present to management during the
Company's recent conference call on earnings for the third
quarter of 2001. However, to our ultimate frustration, these
concerns where not addressed since management gratuitously chose
not to accept questions from both shareholders or research
analysts during the conference call. The Board should understand
that as directors of a public company, it has a fiduciary duty
to all its shareholders to address any material concerns
presented to the Board relating to business of the Company. We
presumed that the purpose of conference calls on earnings,
rather than just issuing a press release, was to directly
address shareholder concerns. However, the Board's evasion of
our questions during the conference call as well as its failure
to return numerous follow-up telephone calls from
representatives of Steel Partners II, indicates to us that the
Board simply does not understand its fiduciary duties to

It has recently come to our attention that the Board may have
engaged an investment banking firm. We believe this strategy is
sound so long as the purpose is to identify a buyer for the
Company. It is our hope that the Company has not hired advisors
for the purpose of seeking acquisitions. We have no faith in the
Board's ability to manage the Company, let alone its ability to
acquire and integrate other businesses. In fact, based on our
research and discussions with other shareholders, we believe
that any entity which succeeds in acquiring the Company will
seek to liquidate what remains of Liquid Audio unless the
successful bidder is a "strategic buyer" and there are synergies
between the respective businesses. Accordingly, we are
supportive of some of the recent proposals announced by that will remove barriers to a sale of Liquid
Audio including declassifying the Board to provide that all
Board members be elected annually, permitting shareholders to
remove directors with or without cause and removing the "poison
pill." Based on concerns voiced by fellow shareholders of Liquid
Audio, we believe that these measures will pass at the next
annual meeting of shareholders.

Based on the quarterly burn-rate and financial performance of
the Company, we believe our recent offer to purchase the Company
for $3.00 per share was fair. We also believe that Liquid
Audio's stock price performance since our offer to acquire the
Company was made public on October 23, 2001 indicates that the
market supports our offer. On October 22, 2001, the day prior to
the public release of our offer, the closing price of Liquid
Audio stock was $2.36 per share. After the offer was publicly
disclosed a day later, the market price reached a high of $2.87
per share and closed at $2.55 per share, representing an 8%
increase from the previous day's closing price. From October 23,
2001 through November 2, 2001, the closing market price of
Liquid Audio stock reached a high of $2.72. However, since the
Board's rejection of the offer on November 5, 2001, the stock
price has dropped to $2.38 as of November 23, 2001, just
slightly higher than the stock price immediately prior to the
public announcement of the offer. We believe that the Company's
languishing stock price since the rejection of our offer is a
clear indication that the market has little faith in the
Company's ability to prosper under its current management.

On behalf of all shareholders, we again implore management to
hire an investment banking firm to sell the Company to the
highest bidder instead of wasting the Company's cash with no
results. We also would like to meet with management immediately
to discuss our offer. If action is not immediately taken by the
Board, we believe that the shareholders of the Company will seek
to hold all Board members accountable for failing to exercise
their fiduciary responsibilities.

Please call me to discuss these matters at (212) 813-1500.



                              Warren G. Lichtenstein
                              Managing Member

LOEWEN GROUP: Resolves Proofs of Claim Filed by People's Bank
Three of the Debtors (the Payors) (i) Loewen Group
International, Inc. (LGII), (ii) Riemann Holdings, Inc. and
(iii) Wright & Ferguson Funeral Home were parties to a
promissory note dated February 2, 1996 (the Original Note) in
the amount of $80,000,000.00 made payable to the order of
People's Bank Biloxi, as escrow agent for: Jeremiah J. O'Keefe,
Sr., Jeffrey H. O'Keefe, Bradford-O'Keefe Funeral Homes, Inc.,
The Gulf Group, Inc., Gulf National Investment Company, Gulf
Holdings, Inc., Gulf National Life Insurance Company, Selected
Funeral Insurance Company, f/k/a Gulf National Insurance
Company, and James F. Webb Funeral Homes, Inc., Michael S.
Alfred and the law firm of Allred & Donaldson; Willie F. Gary
and the law firm of Gary, Williams, Parenti, Finney, Lewis &
McManus; Michael F. Cavanaugh individually; and Halbert B.
Dockins, Jr., individually, as their interests between them
appeared. The Original Note was guaranteed by Debtor The Loewen
Group Inc.

On or about June 2, 1997, the Original Note was partitioned and
two replacement notes were issued, one of which is a note (the
Replacement Note) dated June 2, 1997 in the amount of
$34,200,000.00 made payable by the Payors to the order of
Michael F. Cavanaugh; Diane Cavanaugh as assignee of Michael F.
Cavanaugh; Willie E. Gary and the law firm of Gary, Williams,
Parenti, Finney, Lewis & McManus; and Michael S. Alfred, John I.
Donaldson, Alfred & Donaldson and Halbert E. Dockins, Jr., as
their interest may appear (the Payees). The Replacement Note is
guaranteed by TLGI (the Guaranty).

Proofs of claim in respect of the Replacement Note or the
Guaranty filed by certain of the Payees or Peoples Bank Biloxi,
in its capacity as escrow agent for, and on behalf of, the
Payees, have been the subject of the Debtors' Omnibus Claims
Objections 8, 12, 17 and 29 and Responses by Peoples Bank. To
resolve the objections and responses, the Debtors and Peoples
Bank stipulate and agree as follows:

(1) Proofs of claim numbers 9563 against LGII, 9564 against
    Riemann and 9565 against TLGI each in the amount of
    $30,600,000 are disallowed and expunged in all respects.

(2) The Disallowance Responses are deemed withdrawn. As a
    result, the individual claims (numbers 9550, 38533 and
    38534) are disallowed and expunged in all respects.

(3) The Debtors waive any rights they may possess to object to
    Peoples Bank being the proper party to assert claims in
    respect of the Replacement Note and Guaranty.

(4) Except as set forth in paragraph 3 above: (a) nothing in the
    stipulation shall be deemed to affect the Surviving Claims
    or the Objection 19 Pleadings; (b) the Debtors reserve the
    right to object to the Surviving Claims on any applicable
    factual or legal grounds; and (c) Peoples Bank reserves the
    right to respond to objections with respect to the Surviving
    Claims on any applicable factual or legal grounds. (Loewen
    Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)

MDC CORP: S&P Concerned About C$199MM In Restructuring Costs
Standard & Poor's affirmed its double-'B'-minus corporate credit
and single-'B' subordinated debt ratings on MDC Corp. Inc. The
outlook is stable.

The ratings affirmation follows the announcement on November 05,
2001, by MDC that it will take CDN$199 million in restructuring
charges to streamline core operations and exit from noncore
businesses. Only CDN$18 million of the charge is cash,
associated with severance payments and termination of existing
leases. Annual cost savings are expected at CDN$30 million. In
addition, the ratings affirmation takes into consideration the
announcement that the company intends to monetize up to 49% of
its Canadian check operations, Davis + Henderson, via an income
fund structure by the end of 2001. MDC expects proceeds of up to
CDN$200 million and intends to use these proceeds to repay
existing indebtedness.

The ratings on MDC are driven by its dominant market position in
the Canadian check printing industry and by its strong
relationships and long-term contracts with all of Canada's major
financial institutions, which the company can leverage for
future growth. The ratings also take into consideration MDC's
number-two market position in the competitive U.S. direct-to-
consumer check printing industry; its leading market share in
the Canadian card services sector through Metaca Corp.; and the
additional business diversity provided by its 76%-owned
marketing communications subsidiary, Maxxcom Inc., and by MDC's
ticket and stamp printing groups. These strengths are offset by
an aggressive growth strategy and high debt levels. MDC
generated CDN$1.2 billion of revenues and lease-adjusted EBITDA
of CDN$144 million during the 12 months ended September 30,

MDC operates through two key operating units, its Secure
Transaction business and Maxxcom. The Secure Transaction group,
which includes check printing and other related outsourcing
services for financial institutions, card services, and ticket
and stamp printing, contributed more than 75% to last-12 months
EBITDA. Although MDC's check business in Canada has remained
steady so far this year, its U.S. check subsidiary experienced a
significant shift in response rates, forcing the company to
reevaluate its advertising and customer acquisition strategy in
order to increase cash flows. Maxxcom provides full-service
marketing communications in the U.S., Canada, and the U.K., such
as advertising, direct marketing, database management, sales
promotion, and corporate communications, and contributed about
25% to last-12 months EBITDA. Maxxcom's operating performance
was negatively affected by weakened economic conditions and a
shift in revenue mix to lower margin advertising services.

In order to address both its weakened operating performance at
several business units and higher debt levels, MDC decided to
focus on its core operations of providing outsourced services to
businesses, in particular to financial institutions, to lower
overall cost structure and to exit from noncore operations. Some
of the cost-cutting initiatives, such as the reduction of work
force and overhead costs, will be finalized in the next few
months, while MDC's divestitures of noncore assets are likely to
be completed throughout the upcoming year. MDC estimates costs
savings of CDN$30 million, of which CDN$10 million is
attributable to cost reduction at Maxxcom. In addition to
restructuring operations, MDC announced its intent to monetize
up to 49% of its cash-flow-stable Canadian check operations,
with expected proceeds of CDN$200 million to be used for debt
reduction.  Sale of additional assets, such as Regal Greetings &
Gifts, is expected to generate an additional CDN$75 million by
the end of 2002. Standard & Poor's expects that pro forma EBITDA
will remain between CDN$140 million and CDN$150 million,
implying that the EBITDA loss associated with MDC's divestitures
will be offset by synergies realized following its

MDC's total debt has increased by about CDN$100 million since
December 2000, to CDN$775 million (adjusted for operating
leases), weakening total debt to EBITDA from 4.4 times to 5.4x.
In addition, EBITDA interest coverage declined to 2.5x for the
last-12 months from its historical 3.0x measure.  Pro forma the
CDN$200 million income fund offering, these credit measures
are expected to recover to historical levels. In addition, MDC's
cost-cutting initiatives should strengthen operating margins to
the expected mid-10% range.

                        Outlook: Stable

The outlook incorporates the expectation that MDC will complete
its Davis + Henderson income fund offering as expected and will
use those proceeds to reduce indebtedness, thus alleviating
overall negative pressures on the company's financial profile.
Following the restructuring, Standard & Poor's expects that the
company can generate EBITDA and free cash flows that will result
in credit measures consistent with the rating category.

MATLACK SYSTEMS: Gets OK to Sell Property to Transport for $2.3M
The U.S. Bankruptcy Court for the District of Delaware approves
the sale of Matlack Systems Inc.'s Gonzales Property to
Transport Service Co., Inc.  Transport Service being the highest
and best bidder submitted a bid of $2.3 million at the auction
conducted by the Debtors on October 26, 2001.

Matlack, North America's #3 tank truck company, provides liquid
and dry bulk transportation, primarily for the chemicals
industry.  The company filed for chapter 11 protection last
March 29, 2001, in the U.S. Bankruptcy Court for the District of
Delaware, and is represented by Richard Scott Cobb, Esq., at
Klett Rooney Lieber & Schorling. Matlack's 10Q Report, filed
with the Securities and Exchange Commission on March 31, 2001,
lists assets of $81,160,000 and liabilities of $89,986,000.

MODERNGROOVE: Needs Additional Financing to Continue Operations
Moderngroove Entertainment Inc. is a licensed videogame
developer for the Sony PlayStation 2 computer entertainment
system.  As of June 30, 2001, the Company had not recognized
revenue  and had accumulated operating losses of approximately
$2.6 million since inception. The Company's ability to continue
as a going concern is contingent upon the successful completion
of additional financing arrangements, the development of its
interactive entertainment products, and its ability to achieve
and maintain profitable operations.

Management plans to raise equity capital to finance the
operating and capital requirements of the Company.  Its
management's intention to raise new equity financing of
approximately $3,000,000 within the upcoming year.  Amounts
raised will be used to further development of the Company's
products , to provide financing for marketing and promotion, to
secure additional property and equipment, and for other working
capital purposes.  

While the Company indicates that it is expending its best
efforts to achieve the above plans, there is no assurance that
any such activity will generate funds that will be available for
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

NESCO INC: Files for Chapter 11 Reorganization in Oklahoma
Nesco, Inc. (Nasdaq: NESC) announced that it and seven of its
subsidiaries filed a voluntary petition for reorganization
pursuant to the provisions of Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Northern District of Oklahoma.

The petition allows for reorganization of the Company's debts
while the Company continues to operate. The case filed by Nesco
and its subsidiaries is In re Nesco, Inc., Debtor, Case No. 01-
05321-M. Subsidiaries included in the filing are Summitt
Environmental Services, Inc., Trust Environmental Services,
Inc., and Nesco Acceptance Corporation. Other of the Company's
subsidiaries, Kentucky Environmental Network, Atlanta Petroleum
Equipment Company and Hopkins Appraisal Services, are not
included in the Chapter 11 filing.

The Company plans to maintain its operations under the
protection of the bankruptcy code. The Chapter 11 filing will
not impact day-to-day operations with regard to its employees,
customers and general business operations. Nesco and its
subsidiaries continue to be managed by their respective
directors and officers subject to supervision by the Bankruptcy
Court. Nesco's new management team, led by President Wes Hill,
believes that the Chapter 11 filing will provide the Company
time to restructure its finances and allow the profitable
operations of the Company to continue.

"We believe that filing Chapter 11 is the most cost-effective
and timely mechanism to resolve debts and legal actions which
primarily result from the Company's unsuccessful site
development and construction business," according to Wes Hill.
The Company will concentrate on strengthening its profitable
operations while working on a repayment plan.

The Company also announces that it has reached a settlement
agreement with David Hopkins to return to Hopkins Appraisal
Services and Nesco. Hopkins and the employees of Hopkins
Appraisal Services, who resigned in May 2001, will return to
Nesco effective November 26, 2001. Under the agreement, both
Hopkins and Nesco have agreed to drop claims against each other
resulting from the departure.

OPEN PLAN: Commences Restructuring of Operations & Job Reduction
Open Plan Systems, Inc. (OTCBB: PLAN), an independent
remanufacturer of workstations, announced the implementation of
a restructuring plan to more appropriately align the Company's
infrastructure with anticipated sales levels.

The restructuring initiatives are effective immediately, and
include the elimination of approximately 25 sales, production
and administrative positions. Severance will be offered to
employees affected by the restructuring initiatives.

The Company expects to incur a restructuring charge of
approximately $90,000 in the fourth quarter, primarily
consisting of severance expense. The restructuring plan is
anticipated to provide annual savings of approximately $1.1
million and monthly savings of approximately $90,000.

Thomas M. Mishoe, Jr., President and CEO, stated that "The
decision to eliminate certain jobs and restructure the
operations of the Company was difficult but necessary given the
challenging economic and industry environment in which the
Company is operating. Like many of our direct competitors, we
are experiencing decreased sales from, and contribution by, our
field sales offices following the September terrorist
activities. This restructuring plan more closely aligns the
Company's sales, production and back office infrastructure and
expenses with anticipated sales levels. Although we regret the
impact on our loyal employees, these restructuring steps are
necessary for the long term financial health of the Company."

Open Plan Systems, Inc. remanufactures and markets modular
office workstations through a network of Company-owned sales
offices and selected dealers. Workstations consist of movable
panels, work surfaces, storage units, lighting and electrical
distribution combined into a single integrated unit. The Company
has recycled over fifty million pounds of workstations. Under
its "As Is" program, the Company also purchases and resells used
workstations. Additionally, the Company markets a wide variety
of other office-related products including chairs, desks and
other office furniture.

Early this month, as reported in the Troubled Company Reporter,
Open Plan Systems' primary lender, Wachovia Bank, agreed to
extend the two parties' forbearance agreement. Under the terms
of the agreement, the Bank agreed to refrain from exercising any
rights or remedies with respect to existing defaults under the
Open Plan's loan documents until after January 31, 2002. The
company maintains a revolving line of credit with the Bank.

OXFORD AUTOMOTIVE: Extends 4th Amended Credit Pact to December 7
Oxford Automotive, Inc, headquartered in Troy, Michigan, a
leading full-service automotive supplier of high quality
engineered metal components, assemblies and modules has entered
into a Second Amendment, dated November 14, 2001, to its Fourth
Amended and Restated Credit Agreement dated June 8, 2001. This
Second Amendment extends, to December 7, 2001, the effectiveness
of the first amendment to the Credit Agreement dated September
27, 2001, which expired on November 15, 2001. The Second
Amendment also provides for a 1% per annum increase in the
interest rate on all obligations under the Credit Agreement.

PHAR-MOR: Seeks Court Approval of Five Key Employment Agreements
According to F&D Reports, Phar-Mor is seeking Court approval for
employment agreements with its five remaining executives and to
provide "stay put" bonuses to certain management and pharmacy
personnel.  The request will be considered at a hearing to be
held on November 20, 2001 in the US Bankruptcy Court in
Youngstown, Ohio.

Phar-Mor, retail drug store chain operating 139 stores under the
names "Phar-Mor," "Pharmhouse" and "The Rx Place" in 24 states,
filed for Chapter 11 petition on September 24, 2001 in the U.S.
Bankruptcy Court for the Northern District of Ohio. Michael
Gallo, Esq. at Nadler, Nadler and Burdman represents the Debtor
in its restructuring efforts.

PILLOWTEX CORP: Engages Huntley Financials to Evaluate Leases
Prior to the Petition Date, Pillowtex Corporation, and its
debtor-affiliates entered into numerous leases of production
equipment with various financing companies.  Michael G. Wilson,
Esq., at Morris, Nichols, Arsht & Tunnell, in Wilmington,
Delaware, tells Judge Robinson that payments under the leases
total more than $17,000,000 annually.  The average term
remaining on all the leases is 56 months, Mr. Wilson adds.
Although the total amount of payments owed under all the leases
is more than $82,000,000, Mr. Wilson says, the Debtors estimate
that the fair market value of the production equipment if nor
more than $31,000,000.

Although the production equipment is necessary to the Debtors'
manufacturing operations, Mr. Wilson admits that relief from the
leases' current terms is a key component in the Debtors' ability
to return to long-term profitability.  Accordingly, Mr. Wilson
notes, the Debtors' strategy calls for a restructuring of the
leases in a manner that reduces the amount of lease payments
owed to the lessors of the production equipment.

The Debtors are convinced that such agreements can be negotiated
with the lessors, and that the benefits from restructuring the
leases can best be maximized by engaging experienced lease
restructuring consultants to assist in this process.  Hence, the
Debtors desire to retain and employ the firm of Huntley,
Mullaney & Spargo, L.L.C., doing business as Huntley Financial
Group, Ltd., as lease restructuring consultants.

Huntley is well-suited to provide the type of consulting
services required by the Debtors, Mr. Wilson tells Judge
Robinson. According to Mr. Wilson, Huntley's consultants have
substantial experience in restructuring executory contracts and
leases in bankruptcy settings.

Huntley's engagement will occur in 2 phases, Mr. Wilson advises
the Court.  During the first phase, Huntley will:

    (a) Review the history of each lease and the respective
        Debtor's relationship with each lessor, discuss
        negotiation options surrounding each lease and determine
        the precise objectives and negotiating limits for each

    (b) Review the historical and forecasted operating
        performance of the Debtors in order to develop a
        presentation for the lessors;

    (c) Visit the Debtors' plants in North Carolina and Georgia
        in which production equipment is located;

    (d) Notify each lessor in writing that the Debtors have
        authorized Huntley to act on their behalf in
        renegotiating the lease; and

    (e) Conduct an initial meeting with each lessor.

At the end of the first phase, Mr. Wilson explains, Huntley will
provide the Debtors with a written recommendation on how best to
proceed with restructuring each of the leases.

During the second phase, Mr. Wilson continues, Huntley will
prepare a written proposal for each lease that:

    (i) summarizes all of the pertinent information about the

   (ii) identifies the options to both the Debtors and the
        lessor with respect to the lease, and

  (iii) contains Huntley's recommendation on the optimal
        approach for both parties to reach a resolution
        regarding the lease.

Huntley will send a written proposal to each lessor once
approved by the Debtors and will be responsible for negotiating
the terms of any restructuring arrangement, Mr. Wilson explains.  
According to Mr. Wilson, Huntley will work closely with the
Debtors and their counsel to finalize and document the agreed-
upon lease modifications.  Huntley will also provide the Debtors
with weekly status reports and comprehensive progress reviews
regarding lease dispositions, Mr. Wilson adds.

Thomas P. Mullaney, a member of Huntley, describes the
compensation scheme agreed upon by Huntley and the Debtors.
According to Mr. Mullaney, Huntley intends to:

  (1) charge a small, flat Monthly Fee of:

      (a) $12,000 for the first 2 months of service, and

      (b) $9,000 for any month thereafter.

  (2) seek reimbursement of actual and necessary out of pocket
      expenses; and

  (3) charge an Incentive Fee for each lease modification equal
      to 3% of the total cash savings to be realized by the
      Debtors during the then-remaining initial term of any
      lease that has been modified or restructured in a manner
      that results in a reduced lease payment or discounted
      lease payoff.  For a lease modifications that does not
      result in a discounted cash savings to the Debtors of at
      least $100,000 or for a lease modification that is not
      cash related, the Incentive Fee will be $7,500 for each
      modified lease.  The Incentive Fee will be paid in two

      (a) the first 50% within 30 days of the date the Court
          enters an order approving the lease modification, and

      (b) the remaining 50% after Court approval of a final fee
          application submitted by Huntley after the effective
          date of a plan or plans of reorganization.

"To the best of my knowledge, information and belief formed
after reasonable inquiry, neither I nor Huntley holds nor
represents any interest adverse to the Debtors or their
respective estates in the matters for which Huntley is proposed
to be retained," Mr. Mullaney swears.  Thus, Mr. Mullaney
affirms, Huntley is a "disinterested person," as defined in
section 101(14) of the Bankruptcy Code. (Pillowtex Bankruptcy
News, Issue No. 17; Bankruptcy Creditors' Service, Inc.,

POLAROID CORP: Court Okays Bingham Dana as International Counsel
Polaroid Corporation obtained the Court's approval to retain and
employ Bingham Dana LLP as international counsel to provide
strategic advice and assistance with respect to international
contingency planning matters.

The Court further authorizes Bingham Dana LLP to apply the
Retainer to pay any fees, charges and disbursements relating to
services, which were rendered to the Debtors prior to the
Petition Date that remain unpaid as of such date.  At the same
time, Judge Walsh orders Bingham Dana to hold the remaining
portion of the Retainer for application to fees, charges and
disbursements relating to services, which were rendered
subsequent to the Petition Date, as may be further ordered by
the Court. (Polaroid Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

RATEXCHANGE: Sustained Losses Raise Doubt Re Ability to Continue
RateXchange Corporation is an innovative transaction services
firm that combines the strength of traditional voice brokerage
with technology-based trading systems to help its clients  
understand and compete in newly commoditizing marketplaces.
RateXchange plans to supplement  its transaction services
business with a traditional broker/dealer operation focused on
the trading and brokerage of stocks, bonds and derivatives

Given the volatility of the market for telecom debt and equity
securities,RateXchange says it has seen considerable interest in
bandwidth pricing and other telecom related data from  
institutional fund managers.  Senior management of RateXchange,
as well as the Company's  Board of Directors, is said to have
considerable experience and contacts in the securities  business
and believes there is an opportunity to drive bandwidth
information revenues through a traditional NASD broker/dealer
structure.  RateXchange owns a NASD approved broker/dealer,  has
entered into an initial clearing agreement with a bulge bracket
clearing firm, and has begun its recruiting process.  The
company anticipates beginning NASD fully approved brokerage
operations in January of 2002.

The Company generated revenue of $410,439 for the three-month
period ending September 30, 2001.  Revenue in this period was
primarily from consulting fees, and to a lesser extent trading
commissions.  In the comparable period of 2000, the Company
generated revenue of $52,755, primarily from consulting fees.

During the third quarter of 2001, the Company incurred a loss of
$13.6 million compared to $17.9 million during the third quarter
of 2000. The major components of the net loss for the third
quarter were $7.0 million in non-recurring charges associated
with leased assets no longer in use, a $3.0 million write-down
on the value of the Xpit Corporation assets, and additional cash
expenditures of $2.0 million associated with operating the
business.  These cash expenditures were down from $2.5 million
in the second quarter of 2001, representing a 20% quarter-over-
quarter improvement.

Due to the recognition of one-time charges associated with
unused equipment and facilities  and the write-down of the Xpit
assets, the Company expects future results to more directly
reflect current operations.

The Company generated revenue of $1,121,000 for the nine-month
period ending September 30, 2001, primarily from consulting
fees, and to a lesser extent trading commissions.  In the
comparable period of 2000, the Company generated $57,000,
primarily from consulting fees.

During the nine-month period ending September 30, 2001, the
Company incurred a loss of $26.6 million compared to $39.1
million during the same period of 2000. The major components of
the net loss for the recent nine-month period were $7.1 million
in non-recurring charges  associated with leased assets, a $3.0
million write-down on the value of the Xpit Corporation assets,
and additional cash expenditures of $10.1 million associated
with operating the business.

RateXchange has financed its operations to date primarily
through the sale of equity  securities.  The Company has been
unprofitable since inception and has incurred net losses in each

Cash and cash equivalents at September 30, 2001 were $2.1
million compared to $4.9 million on June 30, 2001 and $14.2
million on December 31, 2000.

As previously disclosed in the year 2000 Form 10K, in April
2001, the Company received an irrevocable commitment from two
investors to acquire a total of $9 million of newly issued
common shares of the Company.  During the second quarter of
2001, management was informed by those investors that they did
not expect to honor the original commitment due to the decline
in the Company's share price. As a result of this development,
in  addition to the expense  reductions undertaken by the
Company, management is in the process of raising $2.5 million,
and in no event more than $3.5 million, in a private placement
of convertible subordinated notes, which it expects to close
before the end of November.  As of November 20, 2001, the
Company has opened escrow into which approximately $2.9 million
has been received.  Management expects that this financing will
be sufficient to fund its operations for at least the next
twelve months.

In the fourth quarter of 2000, new management began to implement
cost cuts in order to more closely tie costs to revenue.  
Significant expense reductions have continued through October
2001, which included, among other things, the sale of the Xpit
assets, staff reductions,  elimination of obligations related to
leased equipment and facilities, and the elimination of nearly
all outside consulting services.  Although the Company expects
its current financing will be sufficient to meet its needs, it
cannot make assurances that it will be able to raise the total
amount, or that such amount will be adequate for the Company's

The factors discussed above create substantial doubt about the
Company's ability to continue as a going concern and an
uncertainty as to the recoverability and classification of
recorded asset amounts and the amounts and classification of

RG RECEIVABLES: S&P Ratchets Rating On 9.6% Notes Down a Notch
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 August 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 September 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

SATELLITE GOLDFIELDS: Golden Star Acquires Wassa Gold Mine
Golden Star Resources Ltd. is pleased to announce that it has
agreed broad terms with Satellite Goldfields Limited and its
senior secured creditors, in an exchange of letters, for the
acquisition by Golden Star of the Wassa gold mine in Ghana.

                    Transaction Terms

The broad terms of the agreement, which is subject to
governmental and court approvals, are summarized as follows:

     (i) Golden Star has agreed to pay an initial consideration
         of $4.0 million at closing;

    (ii) Golden Star has agreed to pay a deferred consideration
         of $5.0 million linked to the redevelopment of Wassa
         using a Carbon In Leach ("CIL") processing plant;

   (iii) The initial consideration and the deferred
         consideration would be funded by a debt facility to be
         provided by Wassa's existing senior secured creditors.  
         The Debt Facility would be repaid over a period of four
         years commencing one year after the completion of the
         transaction during which time Wassa would be
         redeveloped as a CIL operation; and

    (iv) Golden Star has also agreed to pay a royalty from
         future gold production from Wassa.  The royalty will be
         paid quarterly and will be determined by multiplying
         the production from Wassa for each quarter by a royalty
         rate of $7.00 per ounce produced.  The royalty rate
         will increase by $1.00 for each $10.00 increase in the
         average market price for gold for each quarter above
         $280 per ounce up to a cap of $15.00 per ounce.

The acquisition is expected to be finalized in early-2002.  In
addition to the governmental and court approvals referred to
above, the acquisition is subject to (i) the execution of
binding definitive documentation, and (ii) Golden Star
completing its funding activities for the Bogoso gold mine.

Commenting on the agreement, Peter Bradford, President and Chief
Executive Officer of Golden Star said: "The opportunity to
acquire the Wassa gold mine will give Golden Star critical mass
in Ghana, which is expected to result in annualized group gold
production in excess of 230,000 ounces by 2003.  This will allow
Golden Star to achieve cost savings from shared management,
technical services and other overheads between the two
properties.  In addition, we believe there is untested
exploration potential on the property, as financial constraints
in particular have severely restricted past exploration

Wassa, which is located approximately 35 kilometres east of
Golden Star's operations at Bogoso and Prestea, was developed in
1998 as a 3.0 million tonne per annum heap leach mine as a joint
venture between Glencar Mining plc., Moydow Mines International
Inc. and the Government of Ghana.  Since then, average annual
production from Wassa for 1999 and 2000 has been 92,500 ounces
at an average cash cost per ounce of $220 per ounce.
As at December 31, 2000, the proven and probable reserves at
Wassa, as stated by Glencar in its 2000 annual report to
shareholders, were 14.4 million tonnes grading 1.67 g/t, or
776,000 ounces. Metallurgical testwork indicates that the ore is
non-refractory, however the gold recovery of the heap leach
operation has not met design expectations. As a result of this
and the decreasing gold price over the last 3-4 years, as well
as a project debt burden totaling in excess of $40 million,
Wassa has suffered from persistent cashflow and liquidity
problems, resulting in the current owner's election earlier in
2001 to sell it.

Golden Star's strategy on acquiring Wassa will be to maintain
the mine on care and maintenance while conducting a feasibility
study on the redevelopment of Wassa as a 3 million tonne per
annum CIL operation.  Based on its own preliminary engineering
studies for the CIL redevelopment, Golden Star expects that an
average of about 100,000 ounces of gold per annum at an average
cost of $185 per ounce can be produced at Wassa for a period of
six years.  The total cost for the CIL feasibility study,
construction and commissioning is estimated at approximately $13
million. Golden Star holds a 90% equity interest in the Bogoso
gold mine in Ghana. In addition, the Company has other gold and
diamond exploration interests in the Guiana Shield in South
America and in West Africa.  Golden Star has approximately 48
million shares outstanding and is listed on the Toronto Stock
Exchange under the symbol "GSC" and trades on the OTC Bulletin
Board under the symbol "GSRSF".

STERLING CHEMICALS: Gets 120-Day Extension to Exclusive Periods
Sterling Chemicals Holdings, Inc. sought and obtained an
extension of its exclusive periods from the U.S. Bankruptcy
Court for the Southern District of Texas.  Sterling's exclusive
period during which to propose and file a plan runs through
March 13, 2002 and the Company has the exclusive right, through
May 12, 2002, to solicit acceptances of that plan.

Sterling Chemicals Holdings, a manufacturer of petrochemicals,
acrylic fibers, and pulp chemicals, filed for Chapter 11
protection on July 16, 2001 in the Southern District of Texas
Bankruptcy Court.  D. J. Baker, Esq., at Skadden, Arps, Slate,
Meagher & Flom, represents the Debtors in their restructuring
effort.  In its latest report to the Securities and Exchange
Commission, the Debtors listed $403,681,000 in assets and
$1,207,403,000 in debt.

THERMASYS: S&P Drops Corporate Credit and Bank Loan Ratings to B
Standard & Poor's lowered its ratings on ThermaSys Corp. and
removed them from CreditWatch with negative implications, where
they were placed June 12, 2001.

The rating action affects about $109 million in bank credit
facilities. The outlook is negative.

The rating actions reflect ThermaSys' weakening financial
results in recent quarters and Standard & Poor's expectation
that credit protection measures will remain below previously
expected levels over the near to intermediate term. In addition,
further erosion in the firm's credit profile could lead to
additional financial covenant violations under its already  
amended credit facility.

The ratings reflect ThermaSys' aggressive financial profile and
limited financial flexibility, which largely offset decent niche
market position.  Dublin, Ohio-based ThermaSys is a leading
manufacturer of heat-transfer systems and transmission
components for the automotive, heavy truck, off-road, and
industrial original equipment manufacturers (OEM) markets and
aftermarkets. Products include welded aluminum and copper/brass
tubing, radiators, oil coolers, air conditioning condensers, and
automatic transmission clutch plates.

ThermaSys' weak results are primarily due to the industry-wide
slowdown in North American vehicle production, production
inefficiencies, and the loss of some business, which was taken
in-house by certain OEM customers. As a result, operating income
for the first six months of 2001 declined by more than 40% to
$9.3 million compared with $16.4 million in the year earlier
period. To help improve operating results, management has
improved production processes, reduced headcount, and continued
to focus on new product opportunities.

The company amended its bank credit facility at the end of the
first quarter as a result of earnings pressures. Although the
amended facility provided near-term financial flexibility,
Standard & Poor's is concerned that the modest cushion under its
revised covenants, combined with meaningful and increasing debt
amortization payments, and challenging market conditions could
lead to additional financial pressures and possible further
covenant violations.

Credit protection measures are stretched with total debt to
EBITDA of about 4.8 times and interest coverage of around 1.8x
as of June 2001. Financial flexibility is limited with about $20
million in availability under the company's $42.5 million
revolving credit facility as of June 30, 2001. In the future,
total debt to EBITDA is expected in the 4x-5x range and interest
coverage is expected to range between 1.5x and 2.0x.

                      Outlook: Negative

A protracted decline in market conditions, or failure to achieve
benefits from operating initiatives could further weaken credit
quality and financial flexibility, resulting in lower ratings.

             Ratings Lowered, Removed From Creditwatch,
                         Outlook Negative

     ThermaSys Corp.                  TO          FROM

       Corporate credit rating        B           BB-
       Bank loan rating               B           BB-

TRANSFINANCIAL: Annual Shareholders' Meeting Set for January 22
The 2001 Annual Meeting of Stockholders of TransFinancial
Holdings, Inc., a Delaware corporation, will be held at the
offices of Morrison & Hecker, L.L.P, 2600 Grand Avenue, 12th
Floor, Kansas City, Missouri 64108, on Tuesday, January 22,
2002, at 9:00 a.m., Central Time, for the purpose of considering
and acting upon the following proposals:

     1. To elect four (4) directors to the Board of Directors
        ("Proposal 1");

     2. To adopt and approve the Plan of Complete Liquidation of
        TransFinancial Holdings, Inc, previously approved by the
        Company's Board of Directors subject to stockholder
        approval, ("Proposal 2");

     3. To approve the proposed sale of TransFinancial's
        Universal Premium Acceptance Corporation and UPAC of
        California, Inc. subsidiaries, a separate non-operating
        subsidiary and certain real estate to Commercial Equity
        Group, Ltd. ("Proposal 3");

     4. To ratify the selection of Weaver & Martin as
        independent accountants for the year ended December 31,
        2001 ("Proposal 4");

     5. To adjourn the Annual Meeting from time to time if
        sufficient votes to approve Proposal 2, Proposal 3
        and/or Proposal 4 have not been received by the time of
        the Annual Meeting or the reconvening of the meeting
        following any such adjournment ("Proposal 5");

     6. Any other matters that properly come before the meeting
        and any adjournment thereof.

Stockholders of record on the Company's books at the close of
business on November 29, 2001 will be entitled to receive notice
of and to vote at the meeting.  A complete list of such  
stockholders will be available for examination at the Company's
principal executive offices at 8245 Nieman Road, Suite 100,
Lenexa, Kansas 66214 by any stockholder, for any purpose germane
to the Annual Meeting, for the 10 days immediately preceding the
Annual Meeting.

TransFinancial Holdings has given up the open road. The company
shut down its trucking businesses -- Crouse Cartage and
Specialized Transport, which had accounted for 95% of
TransFinancial's revenues -- in 2000 to concentrate on its
financial services operations, but the remaining debt proved too
much for the surviving parent to overcome. The company's
Universal Premium Acceptance unit, which financed premiums for
buyers of commercial property and casualty insurance and thus
allowed customers more time to pay for insurance, was sold to an
undisclosed buyer. TransFinancial announced in September to
liquidate its assets for $14 million, and very recently, entered
an agreement to sell its financial services businesses.

TRI-NATIONAL DEVELOPMENT: Senior Care Withdraws Tender Offer
Senior Care Industries Inc. (OTCBB:SENC) announced that it has
filed a request with the Securities & Exchange Commission to
withdraw its Registration Statement and Tender Offer to
shareholders of Tri-National Development Corp. (OTCBB:TNAV)
which Senior Care made last May.

The request to the commission stated that the action was
directly prompted by the indictment by state regulators of
principals of New England International Surety Inc. who have
been acting as guarantors for Tri-National debt.

Bob Coberly, vice president of Senior Care, explained that a
federal grand jury in New Orleans, indicted Richard Rienstra of
New England International Surety who is awaiting extradition
from Belgium for allegedly defrauding investors of $23.3 million
in the sale of bogus insurance backed promissory notes.

He went on to say that many of the notes sold by Tri-National
were allegedly backed by New England and that Tri-National has
been named as a civil defendant in related regulatory action in
Louisiana and other states that are similar in nature. Senior
Care management concluded that Tri-National's reputation as a
going concern has been so tainted by this and by what Coberly
described as "massive unexplained issues of common stock" by
Tri-National within the last year which have never been
satisfactorily explained in their annual report or at any other
time, made it impossible for Senior Care to continue seeking 51%
control through a tender.

He did say that Senior Care intends to take an active role in
the formal reorganization process of Tri-National in the San
Diego Bankruptcy Court where a Chapter 11 reorganization is
pending. Senior Care will seek to restructure Tri-National's
current management, restructure its debt and redefine
stockholder equity in such a way that the watered down stock
issued over the last year to Michael Sunstein, his son and
others in management as well as management controlled entities
can be eliminated.

"Our interest in Tri-National remains as strong as ever,"
Coberly stated. "We are moving in a different direction now that
Tri-National is in bankruptcy."

Senior Care is a developer of homes for seniors in the
Southwestern United States and in Baja California. All Senior
Care properties are developed for the senior market and feature
Senior Care's "smart home" technology. The company currently is
developing properties in Las Vegas and in California outside of
Palm Springs.

In addition to those projects, Senior Care also has an apartment
complex for seniors scheduled for building in Albuquerque, N.M.,
is currently selling condominiums at its Evergreen Manor II
project in Los Angeles, and will soon start formal development
of its projects in Baja California.

USG CORP: PI Committee Taps Prof. Warren as Special Consultant
The Asbestos Personal Injury Claimants Committee of USG
Corporation asks Judge Newsome for permission for its National
Counsel, Caplin & Drysdale, to hire Professor Elizabeth Warren
as a Special Bankruptcy Consultant, nunc pro tunc as of August
1, 2001.

Professor Warren is a member of the State bar of both Texas and
New Jersey. She is also the Leo Gottlieb Professor of Law at The
Harvard Law School and maintains an office in Cambridge, MA.
Professor Warren has held various academic teaching appointments
since 1978 and is the author of numerous books and articles in
the area of Bankruptcy Law.

In an Affidavit, Professor Warren states that she has no
connection with the Debtors, their creditors, the UST or any
other party or their respective counsel or accountants.

Professor Warren says she will provide "very limited" services
in the Debtors' cases.  She expects her billable hours will be
few, and at most, 10 hours per month.  She will work alongside
Caplin & Drysdale providing advice and guidance to the Official
Committee of Asbestos Personal Injury Claimants through the
Caplin & Drysdale firm as well as other asbestos-related
bankruptcy cases in which the firm is counsel to the Committees
representing asbestos personal-injury claimants. She assures the
Court she will mostly be involved in assisting Caplin & Drysdale
with the Plan of Reorganization or other technical issues, but
will not be involved in the day-to-day administration of the

In order to avoid any conflicts with Caplin & Drysdale's non-
bankruptcy clients, Professor Warren will not work as a firm
member or associate, nor will she maintain an of counsel
relationship with the firm.

Professor Warren will charge $675.00 for her legal services.
(USG Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

VIZACOM: Inks Deal to Acquire SpaceLogix with $250K Bridge Loan
Vizacom Inc. (Nasdaq: VIZY), a provider of professional internet
and technology solutions, announced that it has entered into the
definitive merger agreement to acquire SpaceLogix Inc., a
privately held company specializing in co-location hosting and
network management solutions.  SpaceLogix has advanced the final
$200,000 of bridge loan installment to Vizacom.  Vizacom also
announced that it has agreed with its bank on a new six month
financing arrangement.

On November 19, 2001, we entered into a definitive agreement to
acquire SpaceLogix, Inc., a New York, New York-based privately
held company specializing in co-location, hosting and network
management solutions.  Under this agreement, Vizacom has agreed
to issue to the SpaceLogix stockholders 1,950,000 shares of its
common stock and warrants to purchase approximately 625,000
shaes of its common stock.  The closing of this transaction is
subject to customary conditions, including the approval of
Vizacom's stockholders. Vincent DiSpigno, our President, David
N. Salav, our Vice President and Chief Information Officer, and
Neil M. Kaufman, our Chairman of the Board, have agreed to vote
their shares of our common stock in favor the merger.  Vizacom
expects to close this transaction by the end of the year.

On November 20, 2001, the Company reached agreement to extend
for six months its PWR Systems subsidiary's $1,214,000 loan from
JP Morgan Chase Bank. This loan had expired on October 29, 2001,
and has now been extended through May 31, 2002.  PWR issued to
JPMorgan Chase a new six-month note, with no principal payments
until March 31,2002, except from the proceeds of the Company's
anticipated equity private placement.  This restructuring of
bank debt brings the total of the Company's liability and
expense reductions and restructurings in the last 60 days to
over $2.75 million.

The Company also announced that in November it has further
reduced its Vizy Interactive -- New York expenses by moving
toward an outsourcing model for fulfilling its website
development services.  The Company also expects to combine the
offices of Vizy Interactive -- New York with SpaceLogix.  These
actions are expected to substantially eliminate any operating
losses incurred by the Vizy Interactive-New York business.

Vincent DiSpigno, Vizacom's president, stated that "Our new
agreement with JP Morgan Chase is another key step.  With our
banking arrangements in place for the next six months, we are
now free to pursue our efforts to execute our business plan.  
Chase has been an incredibly valuably partner through the many
years we have worked with them.  We are excited to move forward
and continue our relationship.  The SpaceLogix bridge loans have
enabled us to jump start the process of strengthening our
company.  We expect that SpaceLogix's co-location and network
services businesses will compliment and strengthen the
comprehensive data center and professional services businesses
of our PWR Systems subsidiary and should further develop our
presence in these markets and facilitate the accomplishment of
our goal of generating a higher percentage of our revenues from
higher margin services business.  We also believe that
Spacelogix's key employees provide us with the resources to
manage our growth in these areas."

According to Douglas C. Greenwood, Chairman of SpaceLogix, "We
have been aggressively developing our business and assembling
our senior management team.  We believe that the combination
with Vizacom, which is already active in these areas, will
enable us to exploit this exciting marketplace more rapidly and
profitably than either of us could have done alone.  We look
forward to consummating this merger and building a strong
combined company."

Vizacom Inc. is a provider of comprehensive professional
internet and technology solutions.  Vizacom develops and
provides to global and top domestic companies a range of service
and product solutions, including: business strategy formation,
web design and user experience, e-commerce application
development, creative media solutions, systems and network
development and integration, and data center services.  Vizacom
attracts top, established companies as clients, including:
Martha Stewart Living, Verizon Communications, and Sony Music.  

According to Troubled Company Reporter (Nov. 12 Edition),
Vizacom successfully completed in the third quarter ended
September 30, 2001, the restructuring of its liabilities and
expenses worth $1.5 million. As at the end of the quarter, the
company's balance sheets showed strained liquidity, with current
liabilities exceeding assets by around $3.5 million.

SpaceLogix, a privately-held company, offers telco grade,
carrier-neutral co-location and managed network services aimed
at the fast-growing web hosting market.  By capitalizing on its
strong relationships with landlords, major telcos, and other
third-party data center owners, SpaceLogix intends to be a
leading facilities-based managed services provider.

WARNACO: Gets Okay to Honor Terms of Existing Insurance Policies
Judge Bohanon authorizes The Warnaco Group, Inc., and its
debtor-affiliates, in their sole discretion, to honor the terms
of their existing insurance policies.  Without further order
from the Court, Judge Bohanon also permits the Debtors to
extend, renew and enter into new insurance policies and premium
financing agreements, provided, however, prior to extending,
renewing or entering into such new insurance policies and
premium financing agreements, the Debtors shall first provide 14
days notice to:

    (a) counsel for the Debt Coordinators for the Debtors' pre-
        petition secured lenders;

    (b) counsel to the Debtors' post-petition secured lenders,

    (c) counsel to the Official Committee of Unsecured
        Creditors, and

    (d) the United States Trustee, who shall each have the
        opportunity to file an objection.

But the Court makes it clear that the Premium Lenders shall not
be deemed to have a security interest in and to any amounts
payable or to be payable in the future to any loss payee(s) or
mortgagee(s) under any insurance policy(ies), which insurance
policy(ies) are or will in the future be the subject of the
premium financing agreements.

Judge Bohanon further authorizes the Debtors to grant security
interests in the unearned insurance premiums as are necessary to
maintain or enter into premium financing agreements.

In the event of the Debtors' default under any of the premium
financing agreements, Judge Bohanon states, the Premium Lenders
shall not be subject to the provisions of the automatic stay.  
If the Debtors default under any of the premium financing
agreements, Judge Bohanon continues, the Premium Lenders (after
giving due notice to the Notice Parties) may cancel the financed
insurance policies that are subject to the defaulted premium
financing agreements and obtain any unearned premiums and apply
them to the unpaid balance under the defaulted premium financing
agreements -- all without further Court order.

Moreover, the Court rules that any amount due and owing to a
Premium Lender after Debtors' default on a premium financing
agreement shall be treated as an administrative expense.
(Warnaco Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  

WEIRTON STEEL: Seeks Approval to Amend Senior Debt Indentures
Weirton Steel Corporation is offering to exchange up to 100% of
its 11-3/8% Senior Notes due 2004 and 10-3/4% Senior Notes due
2005. Concurrently with this exchange offer, the Company is
soliciting consents from the holders of its outstanding notes to
amend the indentures that govern those notes.

The Company is advising stockholders if they decide to
participate in the exchange offer, for each $1,000 principal
amount of outstanding notes that is validly tendered before the
exchange offer expires, the holder will receive $300 principal
amount at maturity of new 10% Senior Secured Discount Notes due
2008. In addition, for each $1,000 principal amount of
outstanding notes that is tendered before the consent
solicitation expires, the holder will receive an additional $50
principal amount at maturity of new senior secured discount
notes. The issue price of the new senior secured discount notes
will be $822.70 per $1,000 principal amount at maturity, which
represents a yield to maturity of 10%. This issue price and
yield to maturity is not necessarily the issue price and yield
to maturity that will apply for United States federal income tax

The new senior secured discount notes will be secured by a deed
of trust and first priority security interest in Weirton Steel's
hot strip mill, which is an integral facility in its downstream
steel processing operations.

This exchange offer expires at 5:00 p.m., New York time, on a
date yet to be advised. Weirton does not currently intend to
extend the exchange offer.

Outstanding notes may validly be withdrawn that are tendered
after the consent solicitation expires at any time up until the
exchange offer expires. Notes will not be permitted to be
withdrawn which are tendered before the consent solicitation
expires unless Weirton reduces the exchange offer consideration
or the consent payment or laws otherwise require that holders be
permitted to withdraw outstanding notes which they have

If holders tender their outstanding notes before the consent
solicitation expires, they are obligated to consent to the
proposed amendments. Consent to the proposed amendments may not
be made without tendering of the outstanding notes.

In addition to this exchange offer and consent solicitation, at
the Company's request the City of Weirton, West Virginia is
offering to exchange all of its outstanding 8 5/8% Pollution
Control Revenue Refunding Bonds (Weirton Steel Corporation
Project) Series 1989 due November 1, 2014 for new 9% Pollution
Control Revenue Refunding Bonds (Weirton Steel Corporation
Project) Series due January 1, 2014. The new secured series 2001
bonds will also be secured by a deed of trust and first priority
security interest in our hot strip mill.

Weirton Steel is conditioning the completion of this exchange
offer on, among other things, the tender of at least 95% of each
series of its outstanding notes in this exchange offer and on
the completion of the series 1989 bonds exchange offer.

If a holder does not exchange their outstanding notes and the
proposed amendments are adopted, those holder will continue to
hold those notes, but most of the restrictive covenants, the
events of default relating to cross defaults and judgment
defaults and many other provisions of the indenture governing
those outstanding notes will be removed or substantially

The 11 3/8% Senior Notes due 2004 are listed on the New York
Stock Exchange under the symbol "WS04" and the 10 3/4% Senior
Notes due 2005 are listed under the symbol "WS05."

According to DebtTraders, Weirton Steel Corporation's 11.375%
bonds due in 2004 (WEIRT2) are trading in the low 30's.  Go to
for real-time bond pricing.

* Dom DiNapoli at PwC Sees Increased Department Store Distress
PricewaterhouseCoopers issued a report this week making
predictions about the retail sector.  According to the report,
the sudden shock to the economy created by the events of
September 11, and the subsequent forecasted downturn in the
retail sector expected during the holiday shopping season will
accelerate the retail trends of the past 10 years.  PwC
professionals predict that the redistribution of demand away
from large chain department stores to category killers and
discounters will result in three dramatic shifts in coming
months for both retailers and their suppliers and distributors:

(1) Department stores will face financial distress at a far
     faster pace than anticipated prior to September 11.  As
     they move into the holiday season -- a season when
     approximately 26% of annual sales are received --
     department stores have higher leverage than other retail
     sectors.  Department stores are currently leveraged to
     historical highs and are approaching their pre-1991 debt
     restructuring levels, when department store leverage peaked
     to over 50%.

(2) High value-added Category Killers and Discounters -- who
     are only moderately leveraged and not as dependent on
     holiday shopping -- will accelerate their growth, gain
     marketshare and increase shareholder value in 2002. These

       -- Durable Goods Category Killers, who will be vulnerable
          to financial distress in the short-term but stand to
          gain in the long-term.  Consumption has shifted toward
          big-ticket durable goods over the last 10 years of
          economic growth.  However this trend is expected to
          reverse in the economic times ahead, and create
          consolidation in this sector.

       -- Non-Durable Goods Category Killers, who include
          apparel and household textiles, and are less
          vulnerable now, with long-term gains expected.  These
          companies that have strong business models, and are
          only moderately leveraged, are less sensitive to the
          holiday shopping season.

(3) Suppliers and distributors are expected to face an even
     more difficult situation than retailers in the coming
     months. These companies will experience the same slowing
     demand as retailers, but in addition their largest
     customers (e.g. category killers) will become even stronger
     and will exert more pressure.  In addition, foreign
     suppliers have been able to undercut production costs
     forcing domestic retailers to purchase more goods in
     domestic markets.

For a copy of the report, contact Dominic DiNapoli, a Partner in
PricewaterhouseCoopers' Business Recovery Services practice.  
Mr. DiNapoli has participated in a wide variety of bankruptcy
and insolvency related assignments both at Coopers & Lybrand and
in his previous role as the Co-National leader of Price
Waterhouse's restructuring practice.  In addition to client
engagement responsibilities in corporate reorganizations and
negotiated workouts, assignments included acting as the Special
Trustee in the second largest civil forfeiture in the history of
the United States; preparation and dissemination of data on
financially distressed corporations and practice guides for
providing professional assistance to financially troubled
companies; instructional presentations to corporate and
financial institutions active on creditors' committees;
technical assistance to practice offices serving parties in
interest in bankruptcy proceedings.

* Meetings, Conferences and Seminars
November 28, 2001
   New York Society of Security Analysts
      Anatomy of a Corporate Crisis: Managing Distress
         Arno Restaurant, 141 West 38 St., NY, New York
            Contact: Jennifer Ian 800/248-0108

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

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

December 11, 2001
   New York Institute of Credit
      Chapter 11 Strategies
         New York, NY
            Contact: 212-629-8686 or
January 31 - February 2, 2002
   American Bankruptcy Institute
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800 or

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

February 28-March 1, 2002
      Corporate Mergers and Acquisitions
         Renaissance Stanford Court, San Francisco, CA
            Contact: 1-800-CLE-NEWS or

March 3-6, 2002
      Norton Bankruptcy Litigation Institute I
         Park City Marriott Hotel, Park City, Utah
            Contact:  770-535-7722 or

March 7-8, 2002
      Third Annual Conference on Healthcare Transactions
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524 or

March 8, 2002
   American Bankruptcy Institute
      Bankruptcy Battleground West
         Century Plaza Hotel, Los Angeles, California
            Contact: 1-703-739-0800 or

March 20-23, 2002
      Spring Meeting
         Sheraton El Conquistador Resort & Country Club
         Tucson, Arizona
            Contact: 312-822-9700 or

April 11-14, 2002
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact:  770-535-7722 or

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

April 25-27, 2002
      Fundamentals of Bankruptcy Law
         Rittenhouse Hotel, Philadelphia
            Contact:  1-800-CLE-NEWS or

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

May 26-28, 2002
   International Bar Association
      International Insolvency 2002 Conference
         Dublin, Ireland
            Contact: Tel +44 207 629 1206 or

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

June 20-21, 2002
      Fifth Annual Conference on Corporate Reorganizations
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524 or

June 27-30, 2002
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or

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

August 7-10, 2002
   American Bankruptcy Institute
      Southeast Bankruptcy Conference
         Kiawah Island Resort, Kiawaha Island, SC
            Contact: 1-703-739-0800 or

October 9-11, 2002
   INSOL International
      Annual Regional Conference
         Beijing, China
            Contact: or

October 24-28, 2002
      Annual Conference
         The Broadmoor, Colorado Springs, Colorado
            Contact: 312-822-9700 or

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

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

December 3-7, 2003
   American Bankruptcy Institute
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or

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

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

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


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

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

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

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 Go to order any title today.

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


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

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

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

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

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

                     *** End of Transmission ***