TCR_Public/011130.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, November 30, 2001, Vol. 5, No. 234

                          Headlines

360NETWORKS: Seeks Okay of Settlement Pact With W9/MT4 On Leases
ANC RENTAL: Schedule Filing Deadline Extended Until December 14
AMES DEPT: Court Okays Gemini Realty as Real Estate Consultants
AT HOME: InfoSpace Wins Bidding to Purchase Certain Media Assets
BETHLEHEM STEEL: Will Not Pay Pre-Petition Local Tax Obligations

BURLINGTON: Honoring & Paying Prepetition Employee Obligations
CEDARA SOFTWARE: EBITDA Results Swings Upward in First Quarter
CHIQUITA BRANDS: Names J.M. Zalla as VP of Corp. Communications
CHIQUITA BRANDS: List of 10 Largest Unsecured Creditors
COMDISCO INC: Court Extends Plan Filing Period Until March 15

CYGNIFI DERIVATIVES: Wants Lease Decision Time Moved to Jan. 31
EASYLINK SERVICES: Completes $63 Million Debt Restructuring
ENCOMPASS SERVICES: S&P Cuts Ratings Over Profitability Decline
ENRON CORP: Appoints Raymond S. Troubh to Board of Directors
ENRON CORP: Dynegy Calls-Off Merger, Citing Breaches of Pacts

ENRON CORPORATION: Fitch Junks Ratings on Probable Default
EXODUS COMMS: Seeks Okay to Hire Ordinary Course Professionals
FEDERAL-MOGUL: The Bank of New York Seeks Adequate Protection
FRUIT OF THE LOOM: Settles Litigation with Hockey League & Teams
GENEVA STEEL: Seeks Funding Options to Replace Current Facility

HAMILTON BANCORP: Facing Considerable Regulatory Actions
IBEAM BROADCASTING: Court Approves Williams' Bid for All Assets
IMMUNE NETWORK: Wants More Time to Convert Preferred Shares
IMPERIAL CREDIT: Financial Condition Continues to Deteriorate
INTEGRATED HEALTH: Court Okays Bidding Protocol for Litho Stock

KING PHARMACEUTICALS: Gets Nod to Amend 10-3/4% Notes Indentures
KNOWLEDGE HOUSE: Makes Extensive Asset Write-Down Under Plan
LTV CORP: Seeks Appointment of Committee to Represent Retirees
LTV CORPORATION: USWA Calls Efforts "A Pattern of Deception"
LTV CORPORATION: William H. Bricker Resigns as Chairman and CEO

LERNOUT & HAUSPIE: Selling Remaining Speech Technology Assets
LERNOUT & HAUSPIE: ScanSoft Eyeing Speech & Language Assets
MCMS INC: Inks Deal to Sell Majority of Assets to Plexus Corp.
MCCRORY CORP: Buxbaum Group to Begin GOB Sales in 200 Stores
MALDEN MILLS: Files for Chapter 11 Reorganization in Mass.

METALS USA: Seeks Approval to Hire PwC as Financial Advisors
NESCO INC: Chapter 11 Case Summary
NEW WORLD RESTAURANT: Nasdaq Delists Shares Effective Nov. 27
NUMATICS INC: Q3 Net Sales Drop 26.9% Due to Economic Slump
PACIFIC GAS: Calls CPUC's Action "An Attempt to Delay Plan"

PILLOWTEX: Deadline to Challenge Obligations Extended to Jan. 15
POLAROID: Seeks Approval of De Minimis Asset Sale Procedures
RAMPART SECURITIES: Irregularities in Cash Accounts Uncovered
RESMED INC: S&P Rates $180M Convertible Subordinated Issue at B-
SERVICE MERCHANDISE: Seeks OK of Pact with Pseudo-1114 Committee

STARMEDIA NETWORKS: Violates Nasdaq Listing Requirement
SULZER MEDICA: Opposes Unilateral Implant Claimant Compensation
TCSI CORP: Taps Gerard Klauer to Explore Strategic Alternatives
USG CORP: Court Extends Rule 9027 Removal Period Until March 1
UNIFORET INC: Working Capital Deficiency Stands at $18.3M in Q3

WARNACO GROUP: Taps Keen Realty to Sell 35 Retails Locations

* BOOK REVIEW: Bankruptcy Crimes

                          *********

360NETWORKS: Seeks Okay of Settlement Pact With W9/MT4 On Leases
----------------------------------------------------------------
Prior to the Petition Date, 360networks (USA) inc. entered into
certain leases with W9/MT4 Real Estate Limited Partnership for
these parcels of nonresidential real property located at the
Mountain View Corporate Center in Bloomfield, Colorado:

    (a) 12202 Airport Way, Building III, Suites 120 and 130,
        Broomfield, Colorado, dated May 3, 2000;

    (b) 12101, Airport Way, Building II, Broomfield, Colorado,
        dated May 3, 2000; and

    (c) 11980 Airport Way, Building IV, Broomfield, Colorado,
        dated November 29, 2000.

Shelley C. Chapman, Esq., Willkie, Farr & Gallagher, in New
York, New York, tells the Court that the Debtors also entered
into a sublease with Global Commerce, Inc., as sublessor, and
W9/MT4, as landlord, of nonresidential real property located at
12303 Airport Way Building 1 (First Floor and Part of Second
Floor) Broomfield, Colorado.

Just 3 months ago, Ms. Chapman relates, the Court authorized the
rejection the Building III Lease and the Sublease.

Ms. Chapman explains that the real property subject to the
Building II Lease, Building III Lease, Building IV Lease, and
the Sublease was the location of the Debtors' operational
headquarters.  To support their operations, Ms. Chapman says,  
the Debtors constructed certain telecommunications-specific
improvements at the Leased Premises, including, increased power
capacity stations, and a network operation center.

"The Debtors have now significantly scaled back their business
plan and have eliminated approximately 340 jobs at their
Colorado headquarters," Ms. Chapman reports.  Accordingly, Ms.
Chapman explains, the Debtors have no further need for the
amount of space located at the Leased Premises.

Ms. Chapman informs Judge Gropper that the Debtors currently
maintain an operational headquarters in Building II, which has a
base rent of $153,696 per month.  In light of the Debtors'
current needs, Ms. Chapman observes, the cost of carrying the
Building II Lease cannot be justified.

However, Ms. Chapman notes, the cost to move the Debtors'
Colorado headquarters and to construct improvements similar to
those constructed at the Leased Premises would be in excess of
$120,000.  Moreover, Ms. Chapman adds, W9/MT4 asserts that the
Debtors are in default under the Remaining Leases and have not
paid in excess of $1,000,000 in post-petition rent under the
Remaining Leases.  The Debtors dispute certain of these
assertions, Ms. Chapman emphasizes.

This predicament led the Debtors and W9/MT4 to negotiate a
settlement of all outstanding matters between them relating to
the Remaining Leases.  Ms. Chapman relates that the settlement
will allow the Debtors to reject the Remaining Leases without
payment of any incurred administrative claims and maintain a
headquarters without incurring the cost of moving or
constructing new specialized improvements.  In addition, Ms.
Chapman tells the Court that W9/MT4 has agreed to waive all
lease rejection damage claims over and above:

  (a) claims arising from the rejection of the Building IV Lease
      that may be satisfied by W9/MT4's drawing the full amount
      of a $4,000,000 letter of credit given as security for the
      Building IV Lease, and

  (b) claims arising from the rejection of the Building II Lease
      that may be satisfied by applying $107,000 of 360 USA's
      security deposit thereon.

By this motion, the Debtors seek the Court's authority to enter
into the Settlement Agreement and the New Lease to effect the
agreed upon settlement.

Among other things, Ms. Chapman notes, the Settlement Agreement
provides for the rejection of the Remaining Leases and W9/MT4's
waiver of certain claims -- including, but not limited to
W9/MT4's waiver of:

    (1) all rejection damage claims, in excess of the Rejection
        Claim Cap, arising from the rejection of the Remaining
        Leases; and

    (2) any administrative claims which might arise from the
        Debtors' non-payment of post-petition amounts due under
        any of the Leases.

There is approximately $1,068,341 owed to W9/MT4 in respect of
post-petition, pre-rejection obligations due under the Leases,
the Debtors estimate.  Moreover, Ms. Chapman says, the
Settlement Agreement allows W9/MT4 to acquire certain property
and/or fixtures located at the Remaining Leases in satisfaction
of a portion of its administrative claim.

According to Ms. Chapman, approval of the Settlement Agreement
would provide a substantial benefit to the Debtors and their
estates in three respects:

    (a) the Debtors would reject the Remaining Leases, which no
        longer fit within their ongoing business plan, without
        incurring rejection damage claims in excess of the
        Rejection Claim Cap.

    (b) W9/MT4 would waive any and all administrative claims
        arising from post-petition, pre-rejection amounts owed
        under all of the Leases.

    (c) entering into the Settlement Agreement would allow the
        Debtors to avoid costly litigation over the amount of
        certain claims and the ownership of the personal
        property being transferred thereunder.

Both parties also intend to enter into a new lease for non-
residential real property located at 12202 Airport Way, Building
III, Broomfield Colorado.  Ms. Chapman tells the Court that the
New Lease would provide the Debtors with 48,001 square feet of
space on the first floor of the subject building through
December 31, 2004.  "The base rent under the New Lease would be
payable in monthly installments of $60,014 for each of the 2nd
through the 13th month of the term of the New Lease, and $66,015
for each month through the remainder of the term of the New
Lease," Ms. Chapman reports.  In addition, Ms. Chapman says, the
New Lease would obligate the Debtors to make other payments
customary to a commercial "triple net" lease (e.g. common area
maintenance or "CAM" charges, operational expenses, repairs
etc.).

The Debtors contend that entering into the New Lease will enable
them to maintain the location of their Colorado headquarters at
a reduced cost and with minimal interruption in their business.
"The New Lease would provide the Debtors with space already
built to suit their unique needs, thus saving build-out costs at
another location and avoiding the start-up costs and delays
associated with installing computer systems and other technical
infrastructure," Ms. Chapman elaborates.  Furthermore, Ms.
Chapman continues, the New Lease would provide the Debtors with
space at a location in close proximity to their current
location, which would avoid extended delays and sizable moving
costs.

Thus, the Debtors urge Judge Gropper to authorize them to enter
into the Settlement Agreement and the New Lease. (360 Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


ANC RENTAL: Schedule Filing Deadline Extended Until December 14
---------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates sought and
obtained an order extending the time within which they must file
their Schedules and Statements by 30 days to December 14, 2001,
without prejudice to the Company's right to make further
requests for an extension.

In order to prepare complete and accurate schedules of assets
and liabilities, schedules of current income and expenditures,
schedules of executory contracts and unexpired leases and
statements of financial affairs, Wayne Moore, the Debtors'
Senior Vice President and Chief Finance Officer, contends that
they must gather and review numerous documents. This task is
particularly burdensome because the individuals available to
complete the task on behalf of the Debtors must divide their
time between gathering the information necessary to prepare the
Schedules and Statements and managing the Debtors' business
operations.

Mark J. Packel, Esq., at Blank Rome Comisky & Macauley LLP in
Wilmington, Delaware, states that since the total number of
creditors in these jointly administered cases exceeds 200, Local
Bankruptcy Rule 1007-1(d) automatically extends the time for
filing Schedules and Statements of affairs to 30 days from the
entry of an order for relief and the Court may grant a further
extension for cause. Mr. Packel submits that the Debtors have
been working diligently to gather the necessary information to
complete the Schedules and Statements but given the complex
nature of the Debtors' business affairs and the need to continue
to operate the Debtors' businesses while the necessary
information is being compiled, the Debtors do not believe that
they can complete the preparation of the Schedules and
Statements within 15 days after the Filing Date, or even in 30
days after the Filing Date as allowed by Local Bankruptcy Rule
1007-1(d).

Mr. Packel contends that it is important that the Debtors'
Schedules and Statements be complete and accurate, and that they
fully evidence the financial condition of the Debtors as of the
commencement of these chapter 11 cases. The Debtors anticipate
that they will require at least 60 days from the Filing Date to
gather the information necessary to complete accurately the
Schedules and Statements and are prepared to work diligently
during the period allotted.   Mr. Packel submits that the
Debtors intend to either file the Schedules and Statements
within the time authorized by this Court, or to account to this
Court on its progress and to explain the need for further time.
(ANC Rental Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMES DEPT: Court Okays Gemini Realty as Real Estate Consultants
---------------------------------------------------------------
Ames Department Stores, Inc. and its debtor-affiliates sought
and obtained authority from the Bankruptcy Court to retain and
employ Gemini Realty Advisors LLC as their real estate
consultants in these chapter 11 cases.

Gemini to serve as special real estate consultants to:

     A. create one or more property databases to aid in
        collecting, integrating, and analyzing the Debtors' real
        estate portfolio data;

     B. obtain pricing and other relevant terms of recently
        closed comparable property sales and property leases,
        and obtain quoted pricing and terms for any proposed
        sale and lease transactions by the Debtors;

     C. develop valuation, pricing, and sales optimization
        models which, among other things, will permit analysis
        of any differential in net present values between
        potential income streams for the lease of any of the
        Debtors' properties and the remaining lease obligations
        on those properties;

     D. create interim and final reports reflecting preliminary
        and final valuation results;

     E. in consultation with the Debtors' other professionals,
        prepare a long-term business plan to maximize the value
        of the real estate portfolio;

     F. evaluate the correlation of store performance to the
        quality of the real estate to forecast possible future
        store closings and relocations;

     G. evaluate and negotiate potential bulk sales and/or
        financing transactions; and

     H. negotiate with landlords regarding the terms of possible
        rent reductions, lease amendments, cure claims, and
        lease terminations. (AMES Bankruptcy News, Issue No. 9;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


AT HOME: InfoSpace Wins Bidding to Purchase Certain Media Assets
----------------------------------------------------------------
InfoSpace, Inc. (Nasdaq:INSP), a provider of wireless and
Internet software and application services, announced that its
bid to purchase certain Excite.com media assets was approved by
the U.S. Bankruptcy Court for the Northern District of
California.

InfoSpace will not assume the materials or costs associated with
Excite's physical assets, including hardware, employees or debt.
InfoSpace's success in winning the bid will significantly
increase the company's position in the search and directory
markets by expanding the distribution for InfoSpace's profitable
and industry leading products. The InfoSpace purchase includes
the right to offer wireless services to Excite.com users,
enabling them to have their personalized data available on
wireless networks.

InfoSpace's bid received the bankruptcy's court approval earlier
today for the purchase of certain Excite@Home assets, including
domain names, trademarks and user traffic associated with the
Excite.com Web site.

In connection with today's sale, InfoSpace announced an Internet
services agreement with iWon. Under the agreement, InfoSpace
will power the search and directory components of the Excite Web
site, and will sell and/or license the portal's other components
to iWon.

"We believe this is a solid business opportunity that will
expand distribution for our profitable search and directory
products," said Naveen Jain, chairman and CEO of InfoSpace, Inc.
"This opportunity is in line with our strategy to continue to
license our platform of wireline products to blue-chip customers
and provides another recurring revenue stream in our wireline
business."

"Search and directory are at the core of InfoSpace's wireline
business and Excite is a large opportunity to expose millions of
users to our high-quality products," said York Baur, InfoSpace
executive vice president, wireline and broadband.  "Excite users
should be assured that Excite.com will remain and will offer the
same high quality experience and services that it always has."

InfoSpace, Inc. (Nasdaq:INSP) provides wireless and Internet
software and application services. The Company develops software
technologies that enable customers to efficiently offer a broad
array of network-based services under their own brand to any
device.


BETHLEHEM STEEL: Will Not Pay Pre-Petition Local Tax Obligations
----------------------------------------------------------------
In response to media inquiries, Bethlehem Steel Corporation
announced, that due to the company's filing for Chapter 11
bankruptcy protection on October 15, 2001, it will not be making
certain local property tax payments that were incurred before
the filing.  Any property tax obligations that were incurred
before October 15, 2001 are considered pre-petition obligations
and cannot be paid under the bankruptcy law.

Over the years, Bethlehem Steel Corporation has taken great
pride in its efforts to be a good corporate citizen. Bethlehem
regrets the disruption and difficulty this situation may cause
the many local governments serving the communities we have  
called home for so many years. (Bethlehem Bankruptcy News, Issue
No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)


BURLINGTON: Honoring & Paying Prepetition Employee Obligations
--------------------------------------------------------------
Burlington Industries, Inc., and its debtor-affiliates currently
employ approximately 8,300 hourly and 2,200 salaries employees
who perform a variety of critical functions.  According to
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, the employee's skills and
their specialized knowledge and understanding of the debtors'
infrastructure and operations are essential to the Debtors'
continuing operations and to their ability to reorganize.

In addition to their regular workforce, the Debtors also employ
certain independent contractors to perform essential employee
functions on a cost-effective basis.  Mr. DeFranceschi tells the
Court that these independent contractors fall into 2 general
categories:

  (a) Support Staff -- former employees of the Debtors who have
      contracted with the Debtors to provide essential support
      services on an outsourcing basis in areas such as
      accounting, human resources, purchasing and information
      technology; and

  (b) Sales Agents -- provide essential customer support and
      marketing services to the Debtors in connection with the
      day-to-day operation of their businesses.

The Debtors do not have sufficient employees to assume
responsibility for the services currently provided by the
Support Staff, Mr. DeFranceschi claims, and any attempt to
replace the Support Staff would be costly and could result in a
serious disruption of the Debtors' businesses.  As of the Sales
Agents, Mr. DeFranceschi says that they are the primary
interface between the Debtors and their customers.  The support
and continued employment of the Sales Agents is absolutely
essential to maintaining the Debtors' ability to generate sales
revenue from numerous customers, Mr. DeFranceschi declares.

Thus, by this motion, the Debtors seek authority to pay:

  (i) certain pre-petition employee and independent contractor
      wages, salaries, overtime pay, sales commissions,
      contractual compensation, sick pay, vacation pay, holiday
      pay and other accrued compensation;

(ii) pre-petition employee and independent contractor business
      expenses, including travel, lodging, moving, closing costs
      and other relocation expenses;

(iii) pre-petition contributions to and benefits under employee
      benefit plans;

(iv) pre-petition employee payroll deductions and withholdings
      and

  (v) all costs and expenses incident to the foregoing payments
      and contributions, including payroll-related taxes and
      processing costs.

Mr. DeFranceschi explains that these obligations were due and
owing as of the Petition Date because:

  (a) the Debtors filed their chapter 11 petitions in the midst
      of their regular and customary payroll periods, as well as
      in the midst of their regular reimbursement cycle for
      employee and independent contractor business expenses;

  (b) certain checks issued to employees and independent
      contractors prior to the Petition Date have not yet been
      presented for payment or have not yet cleared the banking
      system and, accordingly, were not honored and paid as of
      the Petition Date;

  (c) the employees and independent contractors have not yet
      been paid certain of their salaries, contractual
      compensation and wages for services previously rendered to
      the Debtors or have not yet been reimbursed for business
      expenses previously advanced on behalf of the Debtors; and

  (d) certain other forms of compensation (including sick pay,
      vacation pay and holiday pay) related to pre-petition
      services have not yet been paid to, or for the benefit of,
      the employees because such amounts, although accrued in
      whole or in part prior to the Petition Date, were not
      payable at such time, but rather will become payable in
      the future in the ordinary course of the Debtors'
      businesses.

The Debtors estimate that, as of the Petition Date, these
amounts had accrued but remained unpaid or had been earned but
not yet remitted:

      Item                                  Aggregate Amount
      ----                                  ----------------
      Pre-petition Compensation                $5,030,000
      Pre-petition Business Expenses              400,000
      Deductions                                2,855,000
      Withholdings                                775,000

In addition, Mr. DeFranceschi continues, the Debtors wish to pay
all pre-petition benefits that had accrued but remained unpaid,
including those owing under these types of benefit programs:

  (1) Self-Insured Programs -- The Debtors maintain self-insured
      plans that provide general health, prescription drug,
      dental, long-term disability and short-term disability
      insurance and death benefits.  Based on the historical
      levels of claims, the Debtors estimate that, as of the
      Petition Date, approximately $11,594,867 in pre-petition
      claims under the Self-Insured Plans will be submitted by
      employees post-petition.

  (2) Third-Party Insured Programs -- The Debtors also maintain
      certain insured benefit plans under which the Debtors, the
      Employees or both contribute to the payment of premiums
      for insurance or other coverage provided by third parties.
      The Insured Plans include:

           (i) comprehensive health care plans,
          (ii) group life insurance,
         (iii) long-term disability insurance,
          (iv) short-term disability insurance,
           (v) split-dollar life insurance, and
          (vi) supplemental life insurance.

      Based on the historical levels of premiums under the
      Insured Plans, the Debtors estimate that their accrued but
      unpaid share of premiums contributions, as of the Petition
      Date, was approximately $114,953.

  (3) Company-Sponsored Benefit Programs -- The Debtors also
      maintain certain other benefit programs under which the
      Debtors, the employees or both contribute to the benefits
      provided to the employees.  The Noninsured Programs
      include:

           (i) a 401(k) investment plan,
          (ii) an option assistance program,
         (iii) a relocation program,
          (iv) a retirement plan for hourly and salaried
               employees,
           (v) a services award program, and
          (vi) a tuition reimbursement program.

      Based on the historical levels of participation in the
      Noninsured Programs, the Debtors estimate that their
      accrued but unpaid obligations under the Noninsured
      Programs, as of the Petition Date, was approximately
      $631,500.

According to Mr. DeFranceschi, any delay or disruption in the
provision of employee benefits or payment of compensation will
destroy the Debtors' relationships with the employees and
independent contractors and impair workforce morale at the very
time when the dedication, confidence and cooperation of these
employees and independent contractors is most critical.  In
addition, Mr. DeFranceschi points out, bolstering employee and
independent contractor morale and ensuring the uninterrupted
availability of their services will assist the Debtors in
maintaining a "business as usual" atmosphere and, in turn,
facilitate the Debtors' efforts to emerge from chapter 11
without significant delay.

Furthermore, Mr. DeFranceschi reminds Judge Walsh that the
employees and independent contractors also need these amounts to
meet their own personal obligations and, absent the relief
requested, will suffer undue hardship and serious financial
difficulties.  Moreover, Mr. DeFranceschi cautions, without the
requested relief, the stability of the Debtors' businesses would
be undermined by the potential threat that otherwise loyal
employees and independent contractors would seek other
employment.

The Debtors believe that, in most cases, the amount of pre-
petition wages, salaries and contractual compensation owing to
or on account of any particular employee or independent
contractor will not exceed the $4,650 allowable as a priority
claim under the Bankruptcy Code.  Nonetheless, to the extent
that the Debtors may owe an aggregate amount exceeding $4,650,
Mr. DeFranceschi urges the Court to permit the Debtors to pay
those amounts for the critical business reasons cited above.

In addition, the Debtors seek authority to remit all
withholdings, including pre-petition withholdings collected on
behalf of the employees and certain independent contractors, to
the applicable taxing authorities.  If these amounts remained
unpaid, Mr. DeFranceschi says, the Debtors' officers and
directors may be subject to lawsuits and would be distracted
from the reorganization of the Debtors' business.

Finally, the Debtors request authority to pay approximately
$210,000 in costs incident to pre-petition compensation and
deductions, such as processing costs and the employer portion of
payroll-related taxes, as well as accrued but unpaid pre-
petition charges for administration of the benefit programs.  
The failure to pay any such amounts might disrupt services of
third-party providers, Mr. DeFranceschi explains, while by
paying them the Debtors may avoid even temporary disruptions of
such services and thereby ensure that the employees obtain all
compensation and benefits without interruption.

                         *  *  *

Deciding that the legal and factual bases set forth by the
Debtors establish just cause for the relief they requested,
Judge Walsh authorizes the Debtors, in accordance with their
stated policies and in their sole discretion, to pay pre-
petition compensation, pre-petition business expenses,
deductions, withholdings and benefits that accrued but remained
unpaid as of the Petition Date to or for the benefit of the
Debtors' employees and independent contractors.  Judge Walsh
also gave the Debtors permission to pay the pre-petition
processing costs, in their sole discretion.

Furthermore, Judge Walsh directed all applicable banks and
financial institutions to receive, process, honor and pay any
and all checks drawn on the Debtors' accounts in respect of pre-
petition compensation, pre-petition business expenses,
deductions, withholdings, benefits and pre-petition processing
costs, whether such checks were presented prior to or after the
Petition Date, provided that sufficient funds are available in
the applicable accounts to make the payments.

Judge Walsh notes that nothing in the Debtors' motion or the
Court's order, nor the Debtors' payment of claims pursuant to
the order, shall be deemed or construed as:

    (a) an admission as to the validity of any claim against the
        Debtors;

    (b) a waiver of the Debtors' rights to dispute any claim; or

    (c) an approval or assumption of any agreement, contract or
        lease. (Burlington Bankruptcy News, Issue No. 2;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)   


CEDARA SOFTWARE: EBITDA Results Swings Upward in First Quarter
--------------------------------------------------------------
Cedara Software Corp. (NASDAQ:CDSW/TSE:CDE) announced revenue in
the quarter ended September 30, 2001, increased by 45% to $11.3
million from $7.8 million recorded from continuing business a
year earlier. Gross margins increased to 71% from 55% in the
same quarter last year and from 63% in the preceding quarter
ended June 30, 2001.

The net loss for Q1 was reduced to $1.8 million from the $9.9
million loss in the same quarter last year. Earnings before
interest, taxes, depreciation and amortization (EBITDA) was $0.7
million in Q1, compared to a negative EBITDA of $3.2 million in
the same period last year.

Compared to the preceding quarter ended June 30, 2001, general
and administrative expenses were lower by $1.5 million, research
and development expenses were reduced by $0.9 million, and sales
and marketing costs were essentially flat, on an adjusted basis
after removing expenses associated with discontinued operations
of a subsidiary business. As at September 30, 2001, overall
payroll had been reduced by 28% compared to June 30, 2001, of
which approximately half of the reduction came from continuing
operations.

In the first quarter of fiscal 2002, cash provided by operating
activities was $7.6 million, a swing of $13.4 million from the
negative cash flow of $5.8 million reported in the same period
last year. Additionally, the Company reduced its notes payable
by $5.0 million in the first quarter of fiscal 2002.

"After an 18-month gap, Cedara has once again recorded a
positive quarterly EBITDA. Nevertheless, for us as a management
team, there is more hard work and continued vigilance ahead. We
are focussed on cash management, strengthening the balance
sheet, and growing our business on a profitable foundation,"
stated Michael M. Greenberg, Chairman and Chief Executive
Officer.

"We have certainly tackled our cost challenges in order to
improve financial performance. At the same time, we also have
positioned ourselves for new revenue opportunities. In Q1, we
signed three new contracts for direct radiography, a promising
growth driver for Cedara in the year ahead," stated Arun S.
Menawat, President and Chief Operating Officer.

"Our improved performance in the first quarter of fiscal 2002
results from our cost-reduction measures combined with the
recovery to historical gross margin percentages. Our first
quarter financial performance demonstrates the effects of the
Company's initiative to improve fundamentals," said Fraser
Sinclair, Chief Financial Officer and Corporate Secretary.

The Company also announced the completion of a private placement
of 200,000 common shares, negotiated in August, 2001, to Cerner
Corporation, a U.S.-based leader in the hospital and radiology
information systems industry. Cerner's investment was made
concomitant with a significant increase in software orders for
Cedara's PACS (Picture Archive and Communication Systems)
viewers.

Cedara Software Corp., based in the greater Toronto area, is a
leading medical imaging software developer. Cedara serves
leading healthcare solution providers and has long-term
relationships with companies such as Cerner, GE, Hitachi,
Philips, Siemens, and Toshiba. Cedara offers its OEM customers a
rich array of end-to-end imaging solutions. The Cedara Imaging
Application Platform (IAP?) is a development environment
supporting Windows and Unix. This continuously enhanced imaging
software is embedded in 30% of MRIs sold today. Cedara offers
components and applications that address all modalities and
aspects of clinical workflow, including 3D imaging and advanced
post- processing; volumetric rendering; disease-centric imaging
solutions for cardiology; and streaming DICOM for web-enabled
imaging. Through its Dicomit Dicom Information Technologies Inc.
subsidiary, Cedara provides ultrasound and DICOM connectivity
solutions to OEM customers.

                            *  *  *

At June 30, 2001, Cedara Software's current liabilities exceeded
its current assets by nearly $30 million, while total
stockholders' equity deficit amounted to around $100 million.

Also, as reported in the Nov. 15 edition of the Troubled Company
Reporter, the company has been in negotiations to settle the
payments due to the note holders. In addition, the Company is in
negotiation with Zeiss to reduce the amounts owing under the
agreement and to postpone the payment due dates. Finally, the
Company is in negotiation with its bank lender to secure an
operating line of credit. There can be no assurance the Company
will be successful in these efforts.


CHIQUITA BRANDS: Names J.M. Zalla as VP of Corp. Communications
---------------------------------------------------------------
Chiquita Brands International, Inc., announced that Jeffrey M.
Zalla has been promoted to the new position of Corporate
Responsibility Officer and Vice President, Corporate
Communications. He reports to Steven G. Warshaw, President and
Chief Executive Officer of Chiquita.

"This appointment recognizes Jeff's contributions to our
leadership vision for Chiquita, and it reflects the importance
of Corporate Responsibility and effective communications to the
Company's overall performance," said Mr. Warshaw. "Jeff has
orchestrated our Corporate Responsibility efforts for the past
three years, including our first Corporate Responsibility
Report."

In his new role, Mr. Zalla continues to oversee the Corporate
Responsibility practices, including the development of
measurement, verification, accountability, communication and
reporting systems.  He also has overall responsibility for the
Company's internal and external communication efforts.

He started with Chiquita as a Supervisor of Treasury Analysis in
1990, then moved to the Chiquita Banana Group, where he held a
variety of financial and strategic planning positions, most
recently as Vice President of Strategic Analysis.

Mr. Zalla graduated summa cum laude from Thomas More College in
1985 with a BA in Business Administration and Accounting.  After
working for Deloitte & Touche and earning his CPA, Jeff earned
his MBA with distinction in Entrepreneurship and Real Estate
from The Wharton School of the University of Pennsylvania in
1990.

Chiquita is a leading international marketer, producer and
distributor of quality fresh fruits and vegetables and processed
foods, and filed for chapter 11 protection Wednesday in
Cincinnati, Ohio.

                              *  *  *

DebtTraders reports that Chiquita Brands' 10.250% bonds due 2006
(CQB4) are trading between 79.25 and 80.25. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=CQB4 for  
real-time bond pricing


CHIQUITA BRANDS: List of 10 Largest Unsecured Creditors
-------------------------------------------------------

Entity                        Nature of Claim     Claim Amount
------                        ---------------     ------------

Goldman, Sachs & Co.          Bondholder 9.125%,  $120,993,000
180 Maiden Lane, 96th Floor   10%, 10.25% and
New York, NY 10038            9.625% senior notes  
Attn: Patricia Baldwin        due 3/1/04, 6/15/09,
T: (212)902-0321              1/1/06 and 3/1/04
F: (212)428-3203              and 7% convertible
                              subordinate debentures
                              due 3/28/01

Bear Stearns Securities Corp. Bondholder 9.125%,   $93,391,000
One Metrotech Center North    10%, 10.25% and
4th Floor                     9.625% senior notes
Brooklyn, NY 11201-3862       due 3/1/04, 6/15/09,
Attn: Vincent Marzella        1/1/06 and 3/1/04
T: (347)643-2302              and 7% convertible
F: (347)643-4625              subordinate debentures
                              due 3/28/01

Chase Manhattan Bank/CCSG     Bondholder 9.125%,   $81,235,000
P.O. Box 2558                 10%, 10.25%, and  
Houston, TX 77252-8009        9.625% senior notes
Attn: Debbie Lorenzo          due 3/1/04, 6/15/09,
T: (713)216-4488              1/1/06 and 3/1/04
F: (713)216-6931

State Street Bank and         Bondholder 9.125%,   $69,414,000
Trust Company                 10%, 10.25%, and  
                              9.625% senior notes
                              due 3/1/04, 6/15/09,
                              1/1/06 and 3/1/04

CFSC Wayland Advisers, Inc.   Bondholder 9.125%,   
12700 Whitewater Drive        10%, 10.25%, and  
Minnetonka, Minnesota 55343   9.625% senior notes
Attn: Steven Adams            due 3/1/04, 6/15/09,
T: (952)984-3444              1/1/06 and 3/1/04
F: (952)984-3913

Varde Partners, Inc.          Bondholder 9.125%,
3600 West 80th Street,        10%, 10.25%, and
Suite 425                     9.625% senior notes
Minneapolis, Minnesota 55431  due 3/1/04, 6/15/09,
Attn: Jeremy Hedberg          1/1/06 and 3/1/04
T: (952)893-1554
F: (952)893-9613

Oak Tree Capital Management   Bond Holder 9.125%,
333 S. Grand Avenue,          10%, 10.25% and 9.625%
28th Floor                    senior notes due 3/1/04,
Los Angeles, California 90071 6/15/09, 1/1/06 and 3/1/04
Attn: Kenneth Liang /         
Francie Nelson
Tel: (213) 830-6300
Fax: (213) 830-8522

Tudor Investment Corp.        Bond Holder
and Funds                     9.125%, 10%, 10.25% and
1275 King Street              9.625% senior notes due
Greenwich, Connecticut 06831  3/1/04, 6/15/09, 1/1/06
Attn: Christopher Kane        and 3/1/04
Tel: (203) 863-8681
Fax: (203) 863-8600

Northeast Investors Trust     Bond Holder
50 Congress Street,           9.125%, 10%, 10.25% and
Suite 1000                    9.625% senior notes due
Boston, Massachusetts 02109   3/1/04, 6/15/09, 1/1/06
Attn: Bruce Monrad            and 3/1/04
Tel: (617) 523-3588     
Fax: (617) 523-5412

OZ Master Fund, Ltd.          Bond Holder 9.125%,
9 West 57th Street,           10%, 10.25% and 9.625%
39th Floor                    senior notes due 3/1/04,
New York, New York 10019      6/15/09, 1/1/06 and 3/1/04
Attn: SooHyung Kim /          and 7% convertible
Steven Freidheim              subordinate debentures
Tel: (212) 790-0144           due 3/28/01
Fax: (212) 790-0044


COMDISCO INC: Court Extends Plan Filing Period Until March 15
-------------------------------------------------------------
Comdisco, Inc. (NYSE:CDO) announced that Wednesday the U.S.
Bankruptcy Court for the Northern District of Illinois approved
the company's request for an extension of the exclusive periods
during which only Comdisco may file a plan of reorganization and
solicit acceptances for that plan. These periods, which had been
scheduled to expire on January 15, 2002 and March 15, 2002, have
now been extended to March 15, 2002 and May 15, 2002,
respectively.

Comdisco also announced that the Bankruptcy Court approved the
retention of Rothschild, Inc. as investment advisors to the
company to assist in the development of its restructuring plan.
Goldman, Sachs will continue in its role as investment advisor
to Comdisco for its asset sales.

Norm Blake, Comdisco's chairman and chief executive officer,
said: "We are pleased that the court has granted this extension,
which is customary in a chapter 11 case as complex as
Comdisco's. We remain committed to a "fast track" reorganization
and have already made substantial progress in our asset sales,
including the sale of our Availability Solutions business to
SunGard on November 15, and the ongoing sales evaluation process
for our Leasing businesses."

Comdisco, Inc. and 50 domestic U.S. subsidiaries filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy
Code in the U.S. Bankruptcy Court for the Northern District of
Illinois on July 16, 2001. The filing allows the company to
provide for an orderly sale of some of its businesses, while
resolving short-term liquidity issues and enabling the company
to reorganize on a sound financial basis to support its
continuing businesses.

Comdisco's operations located outside of the United States were
not included in the chapter 11 reorganization cases. All of
Comdisco's businesses, including those that filed for chapter
11, are conducting normal operations. Comdisco is continuing to
pursue other strategic alternatives to create value for its
stakeholders, including the potential sale of all or some of its
leasing businesses, as well as the restructuring of its Ventures
group. The company has targeted emergence from chapter 11 during
the first half of 2002.

Comdisco -- http://www.comdisco.com-- provides technology  
services worldwide to help its customers maximize technology
functionality and predictability while freeing them from the
complexity of managing their technology. The Rosemont, (IL)
company offers leasing and financial management services to key
vertical industries, including semiconductor manufacturing and
electronic assembly, healthcare, telecommunications,
pharmaceutical, biotechnology and manufacturing. Through its
Ventures division, Comdisco provides equipment leasing and other
financing and services to venture capital backed companies.


CYGNIFI DERIVATIVES: Wants Lease Decision Time Moved to Jan. 31
---------------------------------------------------------------
Cygnifi Derivatives Services, LLC asks the U.S. bankruptcy Court
for the Southern District of New York to extend the time within
which it must decide whether to assume, assume and assign, or
reject unexpired leases through January 31, 2001.

The Debtor's executives and employees have made the IP, the
Debtor's most valuable asset, available for interested bidders'
inspection. The Debtor intends to move forward in its
reorganization efforts, but to do so, the Court must give the
time necessary to enable the Debtor to reach a well-reasoned and
informed decision whether to assume or reject the Lease, the
Debtor asserts.

Cygnifi Derivatives Services, LLC, which provides a wide range
of services relative to the management of its clients'
derivatives portfolios, filed for Chapter 11 protection on
October 3, 2001 in the U.S. Bankruptcy Court for the Southern
District of New York. Marc E. Richards, Esq., at Blank Rome
Tenzer Greenblatt, LLP represents the Debtor in its
restructuring efforts.  When the Company filed for protection
from its creditors, it listed total assets of $34,200,000 and
$5,100,000 in total debts.


EASYLINK SERVICES: Completes $63 Million Debt Restructuring
-----------------------------------------------------------
EasyLink Services Corporation (NASDAQ: EASY), a leading global
provider of outsourced messaging services to enterprises and
service providers, announced it successfully completed financing
arrangements in the aggregate amount of approximately $10
million, and, as a result, has successfully closed its
previously announced $63 million debt restructuring.

"With the outstanding achievements of raising additional
capital, completing the debt restructuring and delivering on the
positive EBITDA milestone, we believe that EasyLink's
survivability is no longer in question. Now that the strategic
restructuring we implemented a year ago is now complete, we can
focus aggressively on building the leader in the messaging
market," said Thomas Murawski, Chief Executive Officer of
EasyLink.

With the completion of the debt restructuring, the Company has
eliminated a principal amount of approximately $43 million of
debt and decreased its annual cash debt service requirements
from approximately $36.0 million to approximately $5.0 million
for the next two years.

EasyLink Services Corporation (NASDAQ: EASY), based in Edison,
NJ, is a leading global provider of outsourced messaging
services to enterprises and service providers. The Company,
whose customers include over 300 of the Fortune 500, offers a
comprehensive portfolio of messaging services to provide the
essential communications infrastructure companies need to do
business in today's 24x365 environment. EasyLink's solution set
includes e-mail and groupware services including managed
Microsoft Exchange, Novell GroupWise and Internet e-mail
services; boundary services that offer virus protection, spam
control and content filtering for business e-mail systems;
message delivery services such as EDI, telex, desktop fax, and
broadcast and production messaging services; and professional
services including managed services support, on-site
applications management, help desk and staff augmentation
services. For more information, please visit
http://www.EasyLink.com


ENCOMPASS SERVICES: S&P Cuts Ratings Over Profitability Decline
---------------------------------------------------------------
Standard & Poor's lowered its ratings on Encompass Services
Corp. The ratings remain on CreditWatch with negative
implications where they were placed September 26, 2001.

Total debt outstanding at September 30, 2001, was about $1.0
billion.

The rating action reflects the company's continued deterioration
of profitability and cash flow generation, which have eroded the
financial profile and financial flexibility. For the nine months
ended Sept. 30, 2001, EBIT declined 41% from the previous year
period, excluding the losses generated from Encompass Global
Technologies, which has been classified as a discontinued
operation.

The drop in earnings generation is a result of challenges in
integrating operations, poor project management and process
disciplines, a weaker domestic economy, and intensified pricing
pressures in some end markets.  Profitability declined despite
Encompass' reduction of its budgeted selling, general, and
administrative costs by $50 million; selective cutback of
overhead costs; and the company's highly variable cost
structure. Cash flow generation may deteriorate in the near term
because the company has identified about $26 million in
receivables that may be uncollectable. These receivables have
not been reserved for and are in addition to the $23 million in
charges Encompass has taken this year for uncollectable
receivables.

As a result of these issues, the firm obtained an amendment to
its bank credit agreement. Although the amendment revises
certain financial covenants so that they are more compatible
with Encompass' near-term business plan, the secured lenders
reduced availability of the revolving credit facility by
$200 million (to $300 million), increased pricing, and made
several other restrictions on growth initiatives. Furthermore,
given the company's market capitalization and earnings,
Encompass may need to take meaningful charges to write down
goodwill. At Sept. 30, 2001, goodwill was equal to $1.3 billion,
while shareholder's equity was about $708 million.

Standard & Poor's will meet with management to discuss
initiatives to improve operating performance and to review the
company's accounting and financial policies, before taking
further ratings action.

         Ratings Lowered, Remain On CreditWatch Negative

     Encompass Services Corp.             TO        FROM
       Corporate credit rating            BB-       BB
       Senior secured debt                BB-       BB
       Subordinated debt                  B         B+


ENRON CORP: Appoints Raymond S. Troubh to Board of Directors
------------------------------------------------------------
Enron (NYSE: ENE) announced the election of Raymond S. Troubh to
the company's Board of Directors.   Mr. Troubh is a financial
consultant in New York City and has been a non-executive
director of more than 25 public companies.  He presently serves
as a member of the Board of Directors of Starwood Hotels &
Resorts, HealthNet, Inc., Diamond Offshore Drilling, Triarc
Companies, and Gentiva Health Services, among other companies.  
Mr. Troubh is a graduate of Bowdoin College and Yale Law School.

Mr. Troubh will chair a newly formed Special Litigation
Committee of the Board to evaluate claims in shareholder and
other derivative lawsuits. William C. Powers, Jr., Dean of the
University of Texas School of Law, who joined the Board in
October, also will serve on the Special Litigation Committee.

"We're very happy to have Ray join the Board," said Kenneth L.
Lay, Enron's chairman and CEO.  "He has extensive legal,
financial, and board experience and will provide valuable,
independent insight in evaluating the claims made in these
lawsuits."

Enron is one of the world's leading energy, commodities and
services companies.  The company markets electricity and natural
gas, delivers energy and other physical commodities, and
provides financial and risk management services to customers
around the world.  Enron's Internet address is www.enron.com .  
The stock is traded under the ticker symbol "ENE".


ENRON CORP: Dynegy Calls-Off Merger, Citing Breaches of Pacts
-------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) reported that it has terminated its
previously announced merger agreement with Enron Corp.
(NYSE:ENE). The company cited Enron's breaches of
representations, warranties, covenants and agreements in the
merger agreement, including the material adverse change
provision.

"While it is regrettable to see a leading industry player in
difficulties, this does not reflect a failure of the energy
merchant business, said Dynegy Chairman and CEO Chuck Watson.
"Dynegy's customer-based, asset-backed energy delivery network
has been the driver of our 45 percent compounded annual growth
rate for the past 16 years and will continue to provide us with
earnings sustainability and future growth.

ChevronTexaco, which owns 26 percent of Dynegy's outstanding
common shares, had contributed $1.5 billion to Dynegy as a
participant in the transaction. Dynegy used the $1.5 billion to
purchase 100 percent of the preferred stock of Enron subsidiary,
Northern Natural Gas pipeline (NNG). Dynegy has exercised its
option to purchase all the membership interests in the entity
which indirectly owns all of the common stock of NNG, subject to
satisfaction of closing conditions. Northern Natural,
headquartered in Omaha, Nebraska, owns and operates 16,500 miles
of interstate natural gas pipeline spanning from the Permian
Basin of Texas to the Great Lakes. It has historically been a
strong earnings contributor, and will be a positive addition to
Dynegy's energy delivery network, said the company.

"The industry has reacted and adjusted well to the potential
loss of a market participant over the past several weeks," said
Dynegy President and Chief Operating Officer Steve Bergstrom.
"With our superior systems, technology infrastructure and
people, Dynegy and its industry peers are ready to absorb any
added volatility in the energy markets."

Dynegy Inc. is one of the world's premier energy merchants.
Through its global energy delivery network and marketing,
trading and risk management capabilities, Dynegy provides
innovative solutions to customers in North America, the United
Kingdom and Continental Europe.


ENRON CORPORATION: Fitch Junks Ratings on Probable Default
----------------------------------------------------------
Fitch downgrades Enron's senior unsecured ratings to 'CC' from
'BBB-' and the Rating Watch is revised to Negative from
Evolving. A 'CC' rating indicates that default of some kind
appears probable.

On November 21, 2001, Fitch indicated that in the absence of a
consummated merger, Enron's ratings would be moved into the 'B'
rating category. Since this time, severe deterioration in
Enron's financial profile and erosion of its global wholesale
energy franchise has occurred following an inability to
renegotiate a definitive agreement between its merger partner
Dynegy and its lending bank consortium.

In the absence of this definitive agreement, Enron has faced a
continuing crisis of confidence that has impaired its liquidity
position and resulted in customer defections from its trading
operations. As a result, Fitch believes the longer-term
intrinsic values of Enron's energy assets and its trading
businesses have themselves been diminished, reducing the
prospects for a successful conclusion of the merger argument and
debt restructuring.  Potential liquidity demands from off-
balance sheet vehicles and collateral calls will further
compromise Enron's financial profile.

Rating Action:

     Enron Corporation

         * Senior unsecured debt to 'CC' from 'BBB-';
         * Subordinated debt to 'CC' from 'BB';
         * Preferred stock to 'C' from 'B+';
         * Commercial paper to 'C' from 'F3'.

     Northern Natural Gas Co.

     Transwestern Pipeline Co.

         * Senior unsecured debt to 'CC' from 'BBB-'.

     Marlin Water Trust II

         * Senior secured notes to 'CC' from 'BB'.

     Osprey Trust

         * Senior secured notes to 'CC' from 'BB'.

                                 *  *  *

According to DebtTraders, Enron Corp.'s 9.125% bonds due 2003
(ENRON2) are trading between 30 and 35. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRON2 for  
real-time bond pricing.


EXODUS COMMS: Seeks Okay to Hire Ordinary Course Professionals
--------------------------------------------------------------
Exodus Communications, Inc., and its debtor-affiliates sought
and obtained authorization to retain Ordinary Course
Professionals without the necessity of a separate, formal
retention application approved by this Court for each Ordinary
Course Professional, and pay such Professionals for post-
petition services rendered and expenses incurred, subject to
certain limits without the necessity of additional Court
approval.

The Court also excepted from the procedures and limitations
those professionals who are retained and paid by third parties
to provide services on behalf of the Debtors or in connection
with their assets, including collection agencies with whom the
Debtors have contracted to obtain collection and related
services, as to which professionals the Debtors have no direct
relationships who should be retained and paid by such third
parties without regard to the requirements of the Bankruptcy
Code. Although certain of the Ordinary Course Professionals may
hold unsecured claims against the Debtors, the Debtors do not
believe that any of the Ordinary Course Professionals has an
interest materially adverse to the Debtors, their estates,
creditors or shareholders.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom, LLP
in Wilmington, Delaware, informs the Court that the Debtors will
continue to require the services of the Ordinary Course
Professionals, to enable them to continue normal business
activities that are essential to their stabilization and
reorganization efforts. Moreover, Mr. Chehi contends that the
work of the Ordinary Course Professionals is directly related to
the preservation of the value of the Debtors' estates, although
the amount of fees and expenses incurred by the Ordinary Course
Professionals represents only a small fraction of that value.

Mr. Chehi submits that there is a significant risk that some
Ordinary Course Professionals would be unwilling to provide
services, and that others would suspend services pending Court
order authorizing the services. Since many of the matters are
active on a day-to-day basis, Mr. Chehi claims that any delay or
need to replace professionals could have significant adverse
consequences. In addition, requiring the Ordinary Course
Professionals to file retention pleadings and participate in the
payment approval process would unnecessarily burden the Clerk's
Office, the Court and the Office of the U.S. Trustee, while
adding significantly to the administrative costs of these cases
without any corresponding benefits.

The salient terms of the proposed procedures on retention of
ordinary course professionals are:

A. Each Ordinary Course Professional who is an attorney will be
   required to file with the Court, and serve upon the U.S.
   Trustee, counsel for any official committees in these cases
   and counsel to the agent for the post-petition lenders, a
   declaration of proposed professional and disclosure
   statement within 30 days of the date of entry of an order
   granting this Motion. Upon service of each required
   Declaration, the U.S. Trustee, the Committee and the post-
   petition lenders will have 20 days to object to the
   retention of the Ordinary Course Attorney in question. Any
   such objection must be filed with the Court and served upon
   the Ordinary Course Attorney, the Debtors, and any of the
   U.S. Trustee, the Committee or the post-petition lenders
   who are non-objecting. If the objection cannot be resolved
   and withdrawn within 20 days after service, the matter will
   be scheduled for hearing before the Court at the next
   regularly scheduled hearing date or other date otherwise
   agreeable to the Ordinary Course Attorney, the Debtors and
   the objecting party. If no objection is received by the
   Objection Deadline, or if an objection is withdrawn, the
   Debtors will be authorized to retain the Ordinary Course
   Attorney as a final matter without further order of the
   Court.

B. With respect to the Ordinary Course Professionals who are not
   attorneys, such professionals are exempted from the
   requirement to file a Declaration and that their retention
   be deemed approved without opportunity for objection.

C. The Debtors are authorized to employ and retain additional
   Ordinary Course Professionals as future circumstances
   require, without the need to file individual retention
   applications or provide further hearing or notice to any
   party, by filing with the Court a supplement and serving a
   copy of the Supplement upon the U.S. Trustee, counsel for
   the Committee and counsel to the agent for the post-
   petition lenders. As with the Ordinary Course
   Professionals, each Additional Ordinary Course Professional
   who is an attorney be required to file and serve a
   Declaration within 30 days after the filing of the
   Supplement. The U.S. Trustee, the Committee and the post-
   petition lenders then would be given 20 days after service
   of each required Declaration to object to the retention of
   the Additional Ordinary Course Attorney in question. Any
   objection would be handled as set forth above. If no
   objection is submitted or the objection is withdrawn, the
   Debtors are authorized to retain the Additional Ordinary
   Course Attorney.

C. As with Ordinary Course Professionals who are not attorneys,
   additional Ordinary Course Professionals who are not
   attorneys would be excepted from the requirement to file a
   Declaration and their retention would be deemed approved
   without opportunity for objection.

D. The Debtors are authorized to pay, without formal application
   to and order from the Court, the fees and expenses of each
   Ordinary Course Professional upon submission to the Debtors
   of an appropriate invoice setting forth in reasonable
   detail the nature of the post-petition services rendered
   and expenses incurred.

E. The Debtors are permitted to pay, without formal application
   to the Court by any Ordinary Course Professional, fees and
   expenses not exceeding a total of $30,000 per month, for
   each Ordinary Course Professional and aggregate monthly
   payments be limited to $400,000, unless additional payments
   are authorized by the Court. Payments to a particular
   Ordinary Course Professional would become subject to Court
   approval pursuant to an application for allowance of fees
   and expenses and to the same procedures that are
   established for Chapter 11 Professionals, only if such
   payments exceed $30,000 per month. Such monthly limitation
   does not include any contingent fee amounts received by
   Ordinary Course Professionals from recoveries realized on
   the Debtors' behalf.

F. The monthly allowance for fees and expenses of Ordinary
   Course Professionals are on an average, "rolling" basis. To
   the extent that any such professional's fees and expenses are
   in any month less than $30,000, the remainder of the
   monthly allowance should be made available for payment to
   such professional during subsequent months, in addition to
   the monthly allowance amount. Conversely, to the extent
   that any professional's fees and expenses exceed $30,000 in
   any month, the Debtors will pay no more than $30,000 and
   roll the overage into following months, when it can be paid
   if the fees and expenses in such months are less than the
   allowance amount.

G. The Debtors will file a payment summary statement with the
   Court approximately every 120 days, or such other period as
   the Court directs, and to serve such statement upon the
   U.S. Trustee, counsel for the Committee and counsel for the
   Debtors' post-petition lenders. The summary statement will
   include the following information:

    1. the name of the 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 statement
       period; and

    3. a general description of the services rendered by such
       Ordinary Course Professional. (Exodus Bankruptcy News,
       Issue No. 8; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


FEDERAL-MOGUL: The Bank of New York Seeks Adequate Protection
-------------------------------------------------------------
The Bank of New York, as Indenture Trustee, to be succeeded by
Wells Fargo Bank Northwest N.A., as successor Indenture Trustee
for approximately $2,000,000,000 of Public Debt Securities,
moves for adequate protection of those noteholders' security
interests.

William E. Chipman, Esq., at Greenberg Traurig LLP in
Wilmington, Delaware, explains that the Public Debt Securities
are secured by a lien on the stock of certain of Federal-Mogul
Corporation's subsidiaries and is therefore entitled to have the
value of its collateral as of the petition date preserved during
the course of the Debtors' bankruptcy cases.

Through its proposed DIP Facility, the Debtors seek to place
additional liens of at least $675,000,000 on the assets of
Debtors' subsidiaries, including those subsidiaries the stock of
which was pledged to secure Debtors' obligations to the
Indenture Trustee.  Mr. Chipman contends that these additional
liens on the assets seriously diminish the value of the Pledged
Subsidiaries yet Debtors are absolutely silent with respect to
any adequate protection for the Indenture Trustee's interests.

Because the automatic stay prevents secured creditors from
foreclosing on their collateral, Mr. Chipman points out that the
Bankruptcy Code prohibits Debtors from using a secured party's
collateral without providing adequate protection for any
diminution in value of that collateral during the pendency of
the bankruptcy case.

Mr. Chipman tells the Court that the Indentures provide that so
long as any indebtedness under that certain Loan Agreement among
the Debtors, the Chase Manhattan Bank as Administrative Agent
and the lenders thereunder, dated as of September 30, 1998, or
any other credit agreement renewing, refunding, replacing,
restating, refinancing or extending the 1998 Credit Agreement is
secured by shares of capital stock of any Subsidiary of the
Debtors that owns any principal manufacturing facilities, the
Public Debt Securities shall also be secured by such collateral.

In December 2000, Mr. Chipman states that the Debtors underwent
a financial restructuring where, among other things, the Debtors
pledged the shares of the Pledged Subsidiaries for the ratable
benefit of the pre-petition bank lenders and the Public Debt
Securities. On the Petition Date, the Debtors filed the DIP
Motion seeking an order authorizing the Debtors to obtain post-
petition financing on a secured and super-priority basis and
authorizing the Debtors to use cash collateral.

Mr. Chipman claims that the Debtors are using the Pledged
Subsidiaries post-petition in a variety of ways. The Indenture
Trustee is entitled to adequate protection for the Indenture
Trustee's interest in the Pledged Subsidiaries by one of the
methods described in 11 U.S.C. Sec. 361. Mr. Chipman informs the
Court that the Indenture Trustee intends to file supporting
documents for this Preliminary Motion for Adequate Protection
simultaneously with its objection to Debtors' DIP Motion on
November 1, 2001. (Federal-Mogul Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FRUIT OF THE LOOM: Settles Litigation with Hockey League & Teams
----------------------------------------------------------------
Luc A. Despins, Esq., of Milbank, Tweed, Hadley & McCloy, tells
Judge Walsh that Union Underwear, Pro Player and Salem
Sportswear, all subsidiaries of Fruit of the Loom, have finally
reached an agreement with the National Hockey League and its
related entities and teams. Mr. Despins tells the Court that the
NHL and related entities entered into a License and Sponsorship
Agreement dated October 12, 1998.  Fruit of the Loom acquired
the right, among other things, to supply authentic jerseys and
other products to NHL teams and the NHL agreed to grant Fruit of
the Loom the right to use the names, logos, uniforms, colors,
designs, and other indicia of the NHL and its teams.  Fruit of
the Loom was allowed to use these assets in connection with the
manufacture and sale of such products, and the advertising and
promotion thereof, for the term of the Agreement in the defined
territory.  The initial term of the Agreement was from the 1999-
2000 season through the 2003-2004 season.  The NHL had an option
to extend the term throughout the 2004-2005 season under certain
circumstances.

The NHL has filed, asserted, or been scheduled as having claims
in Fruit of the Loom's chapter 11 cases aggregating
approximately $364,142,661.92. Of such amount, at least
$5,482,855.00 has been asserted as an administrative expense
priority. The NHL teams have filed, asserted, or been scheduled
as having claims in Fruit of the Loom's chapter 11 cases
aggregating approximately $18,039,825.53. Of such amount, a
significant portion has been asserted as an administrative
expense priority.

Mr. Despins assures the Court that the agreement embodies a
global settlement and compromise of all of the claims of the NHL
and its teams whether under the License and Sponsorship
agreements with the NHL, its teams, or otherwise. Under the
settlement, the NHL would receive one allowed administrative
claim and one general unsecured claim, each at a substantial
discount to the face amount of the claims and in full
satisfaction, release, and discharge of all of the claims of the
NHL and its teams.

The Stipulation and Order was negotiated in good faith and at
arm's length. It resolves claims against Fruit of the Loom
exceeding the aggregate amount of $382,182,487.45, including
$5,482,855.00 in alleged administrative expense claims, for
allowed claims representing a substantial reduction to the face
amount of the claims and a significant resulting benefit to
Fruit of the Loom's estates. In addition, this global compromise
and settlement avoids the necessity of Fruit of the Loom's
expending resources prosecuting individual claims objections to
each objectionable claim. The parties believe that the
compromise and settlement contemplated by the Stipulation and
Order is in the best interests of Fruit of the Loom's estates
and creditors, and, therefore, respectfully request that the
Court approve the Stipulation and Order as a fair and reasonable
compromise and settlement of the claims of the NHL and its
teams. (Fruit of the Loom Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


GENEVA STEEL: Seeks Funding Options to Replace Current Facility
---------------------------------------------------------------
Geneva Steel (Nasdaq: GNVH), as previously reported in its Form
10-Q had a net loss of $20.0 million for the third quarter ended
September 30, 2001.  This compares with a net loss of $9.6
million for the same period last year.  The operating loss for
the third quarter was $16.0 million, compared with an operating
loss of $10.2 million during the same period last year. Weighted
average common shares outstanding for the three months ended
September 30, 2001 and 2000, were 7,425,000 and 16,854,000,
respectively.

Sales and tons shipped during the quarter were $81.0 million and
247,500 tons, respectively, compared with sales and tons shipped
of $144.1 million and 446,900 tons, respectively, for the same
period last year.

For the nine months ended September 30, 2001, the Company
reported a net loss of $67.6 million.  This compares with a net
loss of $10.7 million for the same period last year.  The
operating loss for the nine months ended September 30, 2001 was
$57.3 million, compared with an operating loss of $5.9 million
during the same period last year.  Weighted average common
shares outstanding for the nine months ended September 30, 2001
and 2000, were 7,267,000 and 16,854,000 respectively.

Sales and tons shipped during the nine months were $279.1
million and 855,800 tons, respectively, compared with sales and
tons shipped of $471.4 million and 1,468,300 tons, respectively,
for the same period last year.

As a result of the Company's emergence from Chapter 11
bankruptcy and implementation of fresh start accounting, the
Company's consolidated financial statements as of September 30,
2001 and for periods subsequent to December 31, 2000 are not
comparable to those of the predecessor company for periods prior
to December 31, 2000.

Operating Results:  Net sales for the three months ended
September 30, 2001, decreased approximately $63.1 million or
43.8% primarily due to decreased shipments of approximately
199,400 tons as compared to the same period in the previous
year.  The weighted average sales price per ton of sheet, pipe,
and slab products decreased 12.1%, 1.2%, and 15.8%,
respectively, while the weighted average sales price of plate
products increased by approximately 0.2% in the three months
ended September 30, 2001 as compared to the same period in the
previous year.  Shipped tonnage of sheet, pipe, plate, and slab
products decreased approximately 81,200 tons or 43.9%; 22,400
tons or 51.7%; 32,800 tons or 21.4%; and 63,000 tons or 96.8%.  
Decreased shipments were primarily the result of weaker overall
market conditions and low priced imports.

The Company's cost of sales, as a percentage of net sales,
increased to 114.9% for the three months ended September 30,
2001, as compared to 105.0% for the same period in the previous
year.  The overall average cost of sales per ton shipped
increased approximately $37 per ton between the two periods,
primarily as a result of production inefficiencies associated
with operating at below capacity and at a one-blast furnace
level.  Operating costs per ton increased as production volume
decreased in part because fixed costs were allocated over fewer
tons.

The Company announced on November 14, 2001, that it commenced a
temporary shutdown of most of its production operations and a
layoff of most of its employees.  The temporary shutdown is
intended to conserve cash and is expected to end once market
conditions sufficiently improve.  The Company expects to record
a charge during the fourth calendar quarter in connection with
the temporary shutdown.

On Friday, November 16, 2001, the Company held a meeting of
vendors to discuss the Company's situation.  During the meeting,
the Company's existing vendors were requested to cooperate with
the Company in maintaining the Company's liquidity and
compliance with its loan and forbearance agreements by
forbearing from collecting existing payables and providing
future goods and services on a cash on delivery basis.  During
the meeting, the vendors expressed support for the Company's
proposal.  The Company's vendors are still considering the
Company's proposal and the general terms upon which a
forbearance may be possible.  There can be no assurance that the
Company's existing vendors will cooperate with the Company in
maintaining the Company's liquidity and compliance with its loan
and forbearance agreements through the temporary shutdown
period.

On November 8, 2001, Geneva Steel LLC entered into an amendment
of its revolving credit facility.  The amendment provides
temporary relief from certain financial covenants and tests with
which the Company could not otherwise comply.  The amendment
also requires that the Company's maximum borrowings under the
revolving credit facility decline from $8.25 million to zero by
December 21, 2001, at which time the revolving credit facility
will expire.  The amendment contains certain other covenants
regarding, among other things, maintenance of minimum excess
collateral starting at $24.75 million and declining to $21.0
million by December 21, 2001.  The amendment provides, among
other things, that the lenders thereunder will forbear from
exercising any rights based on alleged defaults relating to the
temporary shutdown until December 21, 2001, unless certain
events occur.  These events include, among others, the
commencement of a bankruptcy proceeding by or against the
Company, the Company's failure to operate as proposed, a
challenge of the lenders security interest, a default under the
term loan agreement or revolver not covered by the forbearance
agreements, or a default under the forbearance agreements.  The
Company is pursuing financing to be secured by accounts
receivable and inventory from other potential lenders.  The
Company also intends to seek additional financing from other
sources that may be available. In the interim, the Company
intends to fund its activities through proceeds from the sale of
inventory and the collection of accounts receivable.  There can
be no assurance that such sources of liquidity will be adequate
or that the Company will have access to the proceeds from
inventory and accounts receivable or other sources of financing.

On November 15, 2001, the Company also entered into a
forbearance agreement with the lenders under the Company's $110
million term loan, which is 85% guaranteed pursuant to the
Emergency Steel Loan Guarantee Program.  The forbearance
agreement provides, among other things, that the lenders will
forbear from exercising any rights based upon alleged defaults
relating to the temporary shutdown until December 21, 2001, the
date upon which the Company's revolving credit facility expires,
unless certain events occur.  These events include, among
others, the commencement of a bankruptcy proceeding by or
against the Company, the Company's failure to operate as
proposed, a challenge of the lenders security interest, a
default under the term loan agreement or revolver not covered by
the forbearance agreements, or a default under the forbearance
agreements.  The term loan is secured by a first-priority lien
on the Company's fixed assets and a second priority lien (second
only to the revolving credit facility) on the Company's accounts
receivable and inventory. The Company and the term loan lenders
are currently in negotiations regarding the Company's proposal
to use proceeds from accounts receivable and inventory to fund
Company activities following expiration of the revolving credit
facility on December 21, 2001.  Under the terms of the revolving
credit facility and the term loan and related documents, the
revolving credit facility lenders (until the revolving credit
facility has been terminated) and the term loan lenders (after
the revolving credit facility has been terminated), are entitled
to collect the proceeds from the collection of accounts
receivable and the sale of inventory during a period of default.
There can be no assurance that the Company will be able to use
proceeds from accounts receivable and inventory to fund the
Company activities following expiration of the revolving credit
facility.

If the Company is unable to obtain cooperation from its vendors
or comply with its credit, term loan or forbearance agreements
or any extension thereof or otherwise retain proceeds from
accounts receivable and inventory, the Company will have
insufficient liquidity to maintain its activities.  In such a
circumstance, the Company would likely be forced to file a
Chapter 11 proceeding and seek a court order allowing the
Company to retain proceeds from the liquidation of inventory and
accounts receivable.  There can be no assurance that the Company
would be successful in seeking court authorization to use
proceeds from accounts receivable and inventory.

The Company is exploring additional financing opportunities to
replace its revolving credit facility.  The Company has
approached its lenders to make application for a new loan
guarantee, requesting an additional government guaranteed loan
under the Emergency Steel Loan Guarantee Program.  The exact
amount of the new loan has not yet been determined, but would
likely be in the range of $110 million to $140 million.  The
proceeds of the additional term loan would be used to build an
electric arc furnace and provide additional liquidity.

If built in accordance with current plans, the electric arc
furnace would be completed by fall 2003.  The proposed electric
arc furnace is expected to be designed to allow hot metal, as
well as scrap and other metallic inputs, to be used as raw
material inputs.  There can be no assurance that the Company
will be successful in obtaining the necessary funding under the
Emergency Steel Loan Guarantee Program, that construction of the
electric arc furnace can be completed as intended, that the
market will be as the Company expects or that the Company will
realize any cost savings.

Geneva Steel owns and operates an integrated steel mill in
Vineyard, Utah. The Company manufactures steel plate, hot-rolled
coil, pipe and slabs for sale primarily in the Western and
Central United States.


HAMILTON BANCORP: Facing Considerable Regulatory Actions
--------------------------------------------------------
The Office of the Comptroller of the Currency is currently in
the final stages of conducting a safety and soundness
examination of Hamilton Bank, N.A. In connection with this
examination, the OCC orally advised the Bank of preliminary
findings that the Bank may need to increase its allowance for
loan losses reported in the Bank's Call Report as of June 30,
2001 by up to $11 million. Should the Bank be required to amend
its June 30, 2001 Call Report as previously mentioned, the
Company will also amend its consolidated financial statements
included in Form 10-Q for the quarters ended June 30 and
September 30, 2001. The estimated effect of any such adjustment
would be to increase the consolidated net loss reported for the
quarter ended June 30, 2001 by up to $11 million, from $24.7
million to $35.7 million. The net loss for the quarter ended
September 30, 2001 of $6.2 million would change to an estimated
net income of $5 million.

In addition to the above, the Bank is currently subject to
considerable regulatory actions. The resolution of these matters
as well as the uncertainty of what specific actions the
regulators might take raise substantial doubt about the
Company's ability to continue as a going concern.

Total consolidated assets decreased $331 million to $1.41
billion at September 30, 2001 from $1.74 billion at December 31,
2000. The decrease included a decline of $228 million in
interest-earning assets, $131 million in non-interest earning
assets (primarily cash which was redeployed), and a reduction of
$37 million in allocated transfer risk reserves . The decrease
in total assets is attributable primarily to activities
undertaken to achieve compliance with capital ratio requirements
imposed on the Bank.

Total deposits were $1.30 billion at September 30, 2001 compared
to $1.57 billion at December 31, 2000. The decrease in deposits
during the nine month period was largely in certificates of
deposit over $100,000, which decreased by $160.3 million.
Certificates of deposits under $100,000, which represent the
Company's largest category of deposits, declined $34.5 million
from $765 million at December 31, 2000 to $731 million at
September 30, 2001. International banking facility (IBF)
deposits decreased by $47.0 million over the nine-month period,
and other non-time deposits decreased by $27.2 million.

In connection with steps taken to comply with required
regulatory capital ratios, including a reduction in total loans
outstanding, the Bank has reduced its funding requirements
during 2001. The lower funding requirements have allowed the
Bank to reduce the rates offered on its renewing time deposits,
compared to rates offered by competing depository institutions.
The lower level of lending activity in 2001 compared to 2000
also contributed to the decline in IBF deposits, which generally
are placed by foreign banks, in part, in connection with their
lending activity with the Bank. To a lesser extent, each of the
deposit categories have been impacted by declines in the Bank's
investment ratings. As a result, total deposits have declined
and are expected to continue declining for the foreseeable
future.

The uncertainty of what actions the regulators might take raise
substantial doubt about the Company's ability to continue as a
going concern.


IBEAM BROADCASTING: Court Approves Williams' Bid for All Assets
---------------------------------------------------------------
Williams Communications (NYSE: WCG), a leading broadband
provider to bandwidth-centric customers, announced that it has
received approval by the U.S. Bankruptcy Court in Delaware to
purchase substantially all the assets of streaming media pioneer
iBEAM Broadcasting Corp.  Under the terms of the asset purchase,
which is expected to close within the next several days,
Williams Communications will acquire certain iBEAM assets,
including facility and equipment leases and substantially all
customer contracts and intellectual property for $25 million in
cash, and assume certain liabilities of iBEAM, relating to the
acquired assets.  Six million dollars of the purchase amount
will be used to repay a loan extended by Williams Communications
to iBEAM on Oct. 11 to ensure uninterrupted operations during
the iBEAM bankruptcy proceedings.

"The combination of Williams Communications' award-winning
fiber-optic network and broadband media platform with the iBEAM
assets positions us as a market leader in streaming media," said
Howard Janzen, chairman and chief executive officer of Williams
Communications.  "Adding the iBEAM capabilities to our
mediaXtranet(SM) services, which include digital media
management, content gathering and distribution, managed web
hosting and streaming, establishes a comprehensive suite of
services and capabilities that is unrivaled.  This deal will
also drive a tremendous amount of IP traffic to our network, as
iBEAM has averaged more than 100 million streams monthly."

Williams Communications will integrate iBEAM's streaming and
webcasting business into its Vyvx Broadband Media unit, which
provides integrated transmission and broadband media services.  
The company will also offer full- time positions to more than
200 iBEAM employees.

The streaming media market continues to grow, with corporate
applications such as corporate communications, training, online
seminars and media applications such as Internet radio and media
commerce continuing rapid adoption.  In May 2001, a joint study
by McKinsey and JP Morgan Securities estimated that in the year
2006, 31 percent of the content flowing across the Internet
would be streaming or rich media, representing a total of 4.03
exabytes, or more than 4 trillion megabytes, of traffic
annually.

Based in Tulsa, Okla., Williams Communications Group, Inc., is a
leading broadband network services provider focused on the needs
of bandwidth-centric customers.  Williams Communications
operates the largest, most efficient, next-generation network in
North America.  Connecting 125 U.S. cities and reaching five
continents, Williams Communications provides customers with
unparalleled local-to-global connectivity.  By leveraging its
infrastructure, best-in-breed technology, connectivity and
network and broadband media expertise, Williams Communications
supports the bandwidth demands of leading communications
companies around the globe.  For more information, visit
http://www.williamscommunications.com


IMMUNE NETWORK: Wants More Time to Convert Preferred Shares
-----------------------------------------------------------
Immune Network Ltd. (OTCBB: IMMKF) (CDNX: IMM.) announced that
it has scheduled a meeting of the holders of Immune Network
Class A preferred shares for the purpose of voting on a proposal
that will, if approved and implemented, allow the company an
additional year during which it may convert the preferred
shares.

Management believes that the additional year allowed by the
proposed change will improve the company's ability to attract
financing.

At the meeting to be held in Vancouver on January 3, 2002,
preferred shareholders will be asked to authorize an alteration
of the company's Articles. If approved and implemented, the
alteration will allow a one year postponement of the deadline
for the conversion of the Class A convertible preferred shares
issued in August 2000 in partial payment for the purchase of
B.C. Research Inc. The Articles presently provide for conversion
of the preferred shares no later than February 18, 2002, with
each preferred share to be converted into common shares of the
company having a value of $1.25. There are 7,532,021 preferred
shares issued and outstanding.

If the proposal is implemented following receipt of any
necessary regulatory approvals, preferred shareholders will be
paid an extension fee totaling $900,000, with $60,000 payable
quarterly and $660,000 payable at the time the preferred shares
are converted. Until the conversion deadline, conversion of the
preferred shares may only be triggered by the company, except in
the event of default.


IMPERIAL CREDIT: Financial Condition Continues to Deteriorate
-------------------------------------------------------------
Imperial Credit Industries Inc. is a diversified commercial and
real estate lending and financial services holding company that
was incorporated in 1991 in the State of California. The
Company's headquarters are located in Torrance, California.  The
Company's business activities are conducted principally through
three wholly owned subsidiaries: Southern Pacific Bank ("SPB"),
Imperial Business Credit Inc. ("IBC"), and Imperial Credit Asset
Management, Inc. ("ICAM"). ICII, its subsidiaries, and its
affiliates offer a wide variety of deposit and commercial loan
products and asset management services.

At September 30, 2001, as a part of its strategic and capital
plans, the total assets of its Company decreased by $441.3
million to $1.69 billion as compared to $2.13 billion at
December 31, 2000. The Company's total loans net of allowances
decreased $198.7 million to $1.31 billion at September 30, 2001
as compared to $1.51 billion at December 31, 2000.

Cash and interest bearing deposits decreased to $96.6 million at
September 30, 2001 as compared to $214.1 million at December 31,
2000. Cash and interest bearing deposits at ICII decreased to
$5.1 million at September 30, 2001 as compared to $15.9 million
at December 31, 2000.  Liquidity at ICII was reduced during the
nine months ended September 30, 2001 primarily due to additional
capital investments into SPB.

At September 30, 2001, trading securities were $70.9 million as
compared to $164.1 million at December 31, 2000.  The $93.2
million decrease is primarily a result of the sale of $39.4
million in U.S. Treasury securities that were pledged as
collateral for repurchase borrowings from Lehman Brothers, the
reclassification of $26.0 million to securities available for
sale, and the sale of $19.2 million in interest-only and
subordinated bonds related to the FLRT 1996-A franchise loan and
SPTL 1996-1 commercial and multifamily loan securitizations.

Deposits at SPB decreased $270.2 million to $1.36 billion at
September 30, 2001 as compared to $1.63 billion at December 31,
2000. Other borrowings decreased $59.7 million to $24.4 million
at September 30, 2001 as compared to $84.1 million at December
31, 2000 primarily as a result of the repayment of borrowings to
Lehman Brothers in addition to the repayment of $10.0 million in
short-term borrowings related to the sale of property at
Imperial Credit Commercial Mortgage Investment Corporation
("ICCMIC").

Imperial reported a net loss for the quarter ended September 30,
2001 of $24.5 million,  including an operating loss from
discontinued operations of $724,000.  The operating results for
the quarter ended September 30, 2001 were negatively impacted by
a decrease in Prime and Libor rates, mark-to-market losses
totaling $8.3 million, a provision for loan and lease losses of
$14.9 million, and loan collection costs of $1.6 million.  These
items were partially offset by a $14.6 million reduction in
noninterest expenses.  For the quarter ended September 30, 2000,
Imperial reported a net loss of $24.0 million, including an
operating loss from discontinued operations of $1.1 million and
an extraordinary gain on the early extinguishment of debt of
$312,000.

The Company's net loss for the nine months ended September 30,
2001 was $64.0 million, including an operating loss from
discontinued operations of $1.9 million, and an extraordinary
loss on the early extinguishment of debt of $1.5 million.  The
operating results for the nine months ended September 30, 2001
were negatively impacted by a decrease in Prime and Libor rates,
mark-to-market and impairment losses totaling $13.6 million, a
provision for loan and lease losses of $46.2 million, and loan
collection costs of $4.7 million.  Additionally, reduced
interest income as a result of the 350 basis point Prime rate
decrease during the nine months ended September 30, 2001
negatively affected the Company's operating results.  For the
nine months ended September 30, 2000, Imperial reported a net
loss of $58.7 million, including an operating loss from
discontinued operations of $1.1 million, and an extraordinary
gain on the early retirement of debt of $2.4 million.

                          *  *  *

In July, as noted in the Troubled Company Reporter, Standard &
Poor's lowered Imperial Credit Industries Inc.'s senior debt
rating and Imperial Credit Capital Trust I to single-'D' from
double-'C'.  The Torrance, Calif.-based specialty finance
company's long-term counterparty credit rating was also lowered
to 'D' from double-'C'.

The downgrade reflected the company's announcement that it had
executed a recapitalization agreement in which the two rated
issues have been tendered in exchange for newly issued debt that
is less than the par value of the original debt. Moreover, it
was uncertain whether the value of the stock and associated
warrants would maintain sufficient value by the maturity date of
the original debt to compensate bondholders for the discount
taken. Standard & Poor's considered such an exchange a default.


INTEGRATED HEALTH: Court Okays Bidding Protocol for Litho Stock
---------------------------------------------------------------
Judge Walrath has approved these Bidding Procedures in
connection with Integrated Health Services, Inc.'s sale of Litho
Group:

(a) In order to bid on the purchase of the Litho Stock (each
    such bid, an "Overbid"), parties other than HealthTronics
    must, no later than 3 business days prior to the Auction:

   (1) deliver (A) proof that is satisfactory to the Debtors, in
       their sole discretion, of such party's financial ability
       to close the transaction; (B) a signed stock purchase
       agreement, substantially in the form and content of the
       Stock Purchase Agreement among the Debtors, Litho and
       HealthTronics as attached to the Procedures Motion,
       marked to show any changes from the Stock Purchase
       Agreement; and (C) an acquisition proposal for a purchase
       price of no less than $43,750,000 (i,e., $250,000 in
       excess of the Purchase Price offered by HealthTronics
       plus the Break-Up Fee, to UBS Warburg LLC, 299 Park
       Avenue, New York, NY 10171, Attention, L. Thomas Sperry,
       with copies to each of the following parties
       (collectively, the "Core Service List"):

                   Kaye Scholer LLP
                   Co-counsel for the Debtors
                   425 Park Avenue
                   New York, NY 10022
                   Attn: Mare 0. Rosenberg, Esq.

                   Young, Conaway, Stargatt & Taylor, LLP
                   Co-counsel for the Debtors
                   The Brandywine Building
                   1000 West Street, 17th Floor
                   P.O. Box 391
                   Wilmington, DE 19899-0391
                   Attn: Robert S. Brady, Esq.

                   The Office of the United States Trustee
                   for the District of Delaware
                   Curtis Center, Suite 950 West
                   601 Walnut Street
                   Philadelphia, Pennsylvania 19106
                   Attention: Don Beskrone, Esq.

                   Otterbourg, Steindler, Houston & Rosen, P.C.
                   Counsel for the Committee
                   230 Park Avenue, 30th Floor
                   New York, NY 10169
                   Attention: Glenn B. Rice, Esq.

                   Weil Gotshal & Manges, IJLP
                   Counsel for the Debtors' prepetition lenders
                   767 Fifth Avenue
                   New York, New York 10153
                   Attention: Stephen Karotkin, Esq.

                   Paul Hastings Janofsky & Walker LLP
                   Counsel for the DIP Lenders
                   600 Peachtree Street, N.E.
                   24th Floor
                   Atlanta, GA 30308-2222
                   Attention: Jesse H. Austin, 111, Esq.

                   Miller & Martin, LLP
                   Counsel for Healthtronics
                   1275 Peachtree Street. NE
                   Suite 700
                   Atlanta, GA 30309
                   Attention: Frank M. Williams, Esq.

   (2) make a cash deposit with Kaye Scholer, LLP, as escrow
       agent, in an amount of at least $2,000,000 in immediately
       available funds, on terms substantially similar to the
       terms provided in the Escrow Agreement annexed to the
       Stock Purchase Agreement.

(b) If at least one bid has been received in compliance with the
    procedures, which the Debtors determine is higher and better
    than the bid of HealthTronics (a "Qualified Bid'), the
    Debtors shall conduct an auction which will he held at the
    offices of Kaye Scholer LLP on December 3, 2001 at 10:00
    a.m, subject to change. Each party which has submitted a
    Qualified Bid must inform the Debtors whether it intends to
    participate in the Auction.

(c) HealthTronics and each Qualified Bidder shall be entitled to
    submit Overbids at the Auction. Each such overbid submitted
    shall include additional consideration of at least $250,000
    over the existing highest Qualified Bid. The Auction shall
    not conclude that day until each participating bidder has
    had the opportunity to submit an additional Overbid with
    full knowledge of the existing highest Qualified Bid. If a
    higher and better offer is received, HealthTronics shall
    have the right to submit its own higher and better offer and
    to bid against any other party which may bid against the  
    Stock Purchase Agreement or any higher and better offer.

(d) Overbids shall not be conditioned on the outcome of
    unperformed due diligence by the bidder.

(e) All bidders shall be deemed to have acknowledged that they
    have had an opportunity to review all pertinent information
    and documents with respect to the Litho Stock prior to
    making the Overbid and have relied on such review in making
    the Overbid.

(f) The Debtors, in their sole discretion, may adopt such other
    procedures and rules and otherwise conduct the Auction in
    such manner that the Debtors determine, in their reasonable
    business judgment, will achieve the maximum value for the
    Litho Stock.

(g) The Debtors shall determine in good faith whether a
    submitted Overbid meets the qualifications described and
    whether the Stock Purchase Agreement or a submitted Overbid
    constitutes the highest and best transaction for the Litho
    Stock. The highest and best bid, as determined by the
    Debtors in their sole discretion, alone will be submitted to
    the Court for approval at the Sale Hearing.

(h) In the event that HealthTronics is not the successful bidder
    as a result of an Overbid which is accepted by the Debtors
    and approved by the Court, the Debtors agree to pay
    HealthTronics a $1,000,000 BreakUp Fee at the closing of any
    alternative transaction.

(i) In the event a closing does not take place with respect to
    an offer accepted by the Debtors, the Debtors reserve the
    right to accept the next succeeding highest or best offer.
    All offers shall remain irrevocably open and subject to
    acceptance by the Debtors until a closing takes place.

(j) Each bidder will be responsible for, and will indemnify the
    Debtors and UBS Warburg against, any and all claims for
    consultant, broker and auctioneer commissions, other than
    UBS Warburg, where the basis of the claim by such other
    consultant, broker and/or auctioneer is their asserted
    dealings with the bidder.

The Debtors are authorized to publish notice of the Sale Hearing
and the Bidding Procedures in The Wall Street Journal (National
Edition) and The Baltimore Sun and to take such steps and incur
and pay such expenditures as may be necessary or appropriate to
effectuate the terms of the Procedures Order. (Integrated Health
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


KING PHARMACEUTICALS: Gets Nod to Amend 10-3/4% Notes Indentures
----------------------------------------------------------------
King Pharmaceuticals, Inc. (NYSE: KG) announced that it has
received consents from a majority of holders of its outstanding
10 3/4% Senior Subordinated Notes due 2009 to eliminate certain
restrictive covenants and events of default under the Indenture
relating to the Notes, as further detailed in, and solicited by
King pursuant to, the Offer to Purchase and Consent Solicitation
Statement dated November 9, 2001.

The Proposed Amendments were effected by a supplemental
indenture to the Indenture which was executed after 5:00 P.M.,
New York City time, on November 27, 2001.  At this time,
tendered notes may not be withdrawn and consents may not be
revoked except in certain limited circumstances.

Although effective immediately upon execution, the Proposed
Amendments will only become operational on the first date on
which King accepts tendered Notes for purchase and payment
pursuant to the tender offer.  If the Proposed Amendments become
operational, then each non-tendering holder will be bound by the
Proposed Amendments even though such holder did not consent to
the Proposed Amendments.  Consummation of the tender offer and
payment of the offer price and the consent payment are subject
to the satisfaction or waiver of various conditions.

The tender offer will expire at 9:00 A.M., New York City time,
on December 12, 2001, unless extended by King.  Payment for
validly tendered notes is expected to be made promptly following
the expiration of the tender offer.

Credit Suisse First Boston Corporation is acting as dealer
manager in connection with the tender offer and solicitation of
consents.  The Information Agent is Georgeson Shareholder
Communications and the Depositary is The Bank of New York.  
Copies of the Statement and related materials are available by
contacting the Information Agent at 800-223-2064.  Persons with
questions regarding the tender offer and consent solicitation
should contact Credit Suisse First Boston's Liability Management
Group at either 212-538-8474 or 800-820-1653.

King, headquartered in Bristol, Tennessee, is a vertically
integrated pharmaceutical company that manufactures, markets,
and sells primarily branded prescription pharmaceutical
products.  King, an S&P 500 Index company, seeks to capitalize
on opportunities in the pharmaceutical industry created by cost
containment initiatives and consolidation among large global
pharmaceutical companies.  King's strategy is to acquire branded
pharmaceutical products and to increase their sales by focused
promotion and marketing and through product life cycle
management.


KNOWLEDGE HOUSE: Makes Extensive Asset Write-Down Under Plan
------------------------------------------------------------
Knowledge House Inc. (KHI) announced that it has made extensive
reorganization related asset write-down and expense adjustments
in the context of its third quarter and nine month financial
results released Wednesday. This follows the November 26
creditor approval of the company's proposal under the Bankruptcy
and Insolvency Act (Canada) and is a further step toward
preparing for a resumption of operations. KHI had ceased
operations on September 13, 2001 due to a lack of available
financing.

"Despite the severe setback resulting from the halt of
operations on September 13, it soon became apparent that KHI
still had a lot of potential if it could find a way to stay
intact to leverage it's truly great educational programs and
related intellectual property, representing an R&D investment of
approximately $11 million," said Dan Potter, Chair and CEO of
Knowledge House Inc.

"These transformational education programs, together with KHI's
ownership interest in McKenzie College, its public listing,
accumulated tax losses and other intangible property were
preserved by the positive vote by creditors on November 26. I am
truly grateful to the members of the Board of Directors for
staying in place to support the proposal process and KHI's
Directors are very appreciative of the voting support of
creditors, particularly, the excellent former employees of KHI,
who decided to give the company a further opportunity to
succeed," Mr. Potter concluded.

Consolidated revenue for the nine months ending September 30,
2001 was $3,040,601. That compares to $357,836 reported for the
same period of 2000 (following a pooling of interests accounting
adjustment explained in KHI's 2000 Annual Report).

The loss before interest, income taxes and amortization for the
nine months ending September 30, 2001 was $8,463,432. This
compares to a loss of $3,787,615 for the same period of 2000
(after the pooling of interests accounting adjustment). The loss
from KHI's continuing operations for the first nine months was
$13,041,968 including approximately $10 million in non-cash
items related to asset write-downs and other adjustments made in
the third quarter. The loss for the comparable period in 2000
(after the pooling of interests accounting adjustment) was
$4,644,085.

There were no additions to consolidated revenue for the third
quarter of 2001. Similarly, there was no consolidated revenue
during the same period of 2000 (following a pooling of interests
accounting adjustment explained in KHI's 2000 Annual Report).
KHI's loss before interest, income taxes and amortization for
the third quarter was $7,929,999. This compares to a loss of
$1,336,224 for the same period of 2000 (after the pooling of
interests accounting adjustment). The loss from KHI's continuing
operations was $11,911,743 for the third quarter. The loss for
the comparable period in 2000 (after the pooling of interests
accounting adjustment) was $1,621,714.

The loss from discontinued operations for the third quarter was
$1,500,000 compared to earnings of $12,847 in the third quarter
of fiscal 2000. The net loss for the third quarter was
$13,411,743 which compares to a loss of $1,608,867 for the same
period in 2000.

The net loss of the company, including discontinued operations,
for the nine months ended September 30, 2001 was $16,149,470
compared to a loss of $2,748,920 in the same period last year.
The net loss for the first nine months of 2001 includes over $13
million in amortization and other non-cash write-downs and
adjustments related to the reorganization. This reflects the
decision of the Board of Directors to completely clean up the
balance sheet in preparation for new business initiatives.

Discontinued operations refer to the technology infrastructure
business unit that the company intended to sell to a third party
on June 7, 2001. When KHI ceased operations on September 13, the
transaction had not been completed and the assets related to the
subsidiary company, Knowledge House Technology Solutions
Limited, have since been placed in receivership by the Royal
Bank of Canada. Another of KHI's subsidiaries (Silicon Island
Art and Innovation Centre Limited) filed a Notice of Intention
to make a proposal to creditors. That company did not proceed
with a proposal and was deemed bankrupt on October 25, 2001. The
carrying value of it and all other subsidiaries have been
written-off and are reflected in the results detailed above.

Following the company's suspension of operations on September
13, the Nova Scotia Government enforced its right to terminate
its contract with KHI to implement the company's Advanced
Studies Program for grade 11 and 12 students across the
Province. As a result, $1.5 million of revenue previously
recognized has been charged to direct costs for the third
quarter of this year. Since the cessation of operations, KHI has
delivered a complete set of all software and program content to
the Province of Nova Scotia to fulfill its obligations under the
termination provisions of the contract.

KHI's proposal remains subject to court, shareholder and other
required regulatory approvals and additional financing will need
to be secured in order to fully resume operations. In addition,
Royal Bank, which was owed between $400,000 and $500,000 by KHI
under a guarantee of indebtedness of a subsidiary, is claiming a
secured interest under a 1988 assignment of books debts
instrument. KHI disputes the validity of the security.

The company has received an expression of interest from another
Canadian education company in licensing and other possible
transactions in relation to its intellectual property and in a
potential future business combination.

Before its cessation of operation, KHI designed collaborative
problem- based learning programs and provided related services
for secondary and post- secondary education, transition to work
and corporate markets.


LTV CORP: Seeks Appointment of Committee to Represent Retirees
--------------------------------------------------------------
The LTV Corporation, and its debtor-affiliates ask Judge Bodoh
to order the appointment of a committee to serve as the
"authorized representative" of the Debtors' non-union retirees
and certain union retirees who are entitled to receive retiree
benefits within the meaning of the Bankruptcy Code.

The Debtors propose that Judge Bodoh order the appointment of:

     Name             Unit                  Title
     ----             ----                  -----
Charles Cookson    Donner Hanna         Plant Superintendent

Lloyd Gintert      Cleveland            Hot Mill Superintendent
                      (Republic Steel)

Alvin Griffin      General Office       Gen. Manager-Raw
                                          Materials (Prior) Gen.
                                          Mgr - Personnel

Edward Karkoska    LTV Steel Mining     Mine Superintendent

Jack Kolar         Cleveland Plant      Area Mgr - Operations
                                        Cleveland West-Cold Mill

Russell Maier      General Office       President-LTV Steel
                                           Flat Roll & Bar

Paul Wigton        Tubular Products     President - Tubular Prod

As of September 2001 the Debtors are providing health care
coverage and other retiree benefits to (a) approximately 13,000
non-union retirees, their spouses, or surviving spouses, and/or
other eligible dependents, and (b) approximately 55,000 union
retirees, their spouses, surviving spouses, or other eligible
dependents under a number of different benefit plans.  Although
the benefit plans generally are contributory, meaning that the
benefit plan participants pay a portion of the costs of the
plan, the majority of the costs associated with the benefit
plans are borne by the Debtors.

The December 2000 actuarial present value of the Debtors' future
costs for the Benefit Plans is approximately $1.5 billion. For
the calendar year ending December 31, 2000, the Benefit Plans
had a cash cost to the Debtors of approximately $131 million, of
which $23 million represents the Debtors' cost for the Benefit
Plans on account of non-union retirees. As such, the Benefit
Plans, including Benefit Plans covering non-union retirees,
impose significant financial obligations on the Debtors'
estates. The vast majority of these costs - amounting to
nearly 99% of the total estimated cash costs - relate to
retirees of the Debtor's integrated steel and related
businesses.

In addition the Debtors have been faced with continuing adverse
economic conditions in their integrated steel businesses, which
have resulted in ongoing operating losses of up to $2 million or
more per day. Under these circumstances and without any
reasonable prospects for obtaining additional financing the
Debtors have determined that they lack the financial wherewithal
to maintain the operations of their integrated steel businesses
in the short term. For this reason, concurrently with the filing
of this Motion. the Debtors have filed a motion seeking
authority, among other things, to implement an asset protection
plan to effect the safe and orderly cessation of the majority of
their integrated steel businesses with the goal of selling
businesses and related assets or otherwise preserve and maximize
asset value for the benefit of creditors.

In light of the Debtors' anticipated cessation of their
integrated steel business and overall deteriorating financial
condition, the Debtors believe that it will become necessary for
them to address various retiree benefit issues with respect to
their integrated steel and related businesses, including retiree
benefits under the applicable non-union benefit plans.

                  Request to Appoint Representative

Section 1114 of the Bankruptcy Code generally provides that a
chapter 11 debtor shall timely pay and shall not modify any
retiree benefits. The Bankruptcy Code, however, does not
prohibit the modification or termination of retiree benefits
altogether. Modification or termination of retiree benefits is
permitted if the debtor and the "authorized representative" of
the retirees agree to a modification or termination or, if the
debtor and the authorized representative do not reach an
agreement as to the modification or termination of the benefits,
the court authorizes the modification or termination of such
benefits under the standards set forth in the Bankruptcy Code.

Currently, the Nonunion Retirees do not have an "authorized
representative" to represent them in any section 1114 process
that may be required in these cases.  To facilitate the
selection of such an "authorized representative" of the no-union
retirees, the Bankruptcy Code provides that, upon motion, the
court will appoint a committee of retirees to act as the
authorized represen6atibe for non-union retirees.  Addressing
the treatment of retiree benefits relating to the Debtors'
integrated steel and related businesses, including the retiree
benefits of applicable non-union retirees, may be necessary at
some future date to preserve and maximize the value of the
Debtors' estates in connection with the implementation of he
APP.  According, the Debtors seek the appointment of a committee
of retired non-union employees to serve as the non-union
retirees' authorized representative to meet and confer with the
Debtors with respect to any of these issues that may arise in
the future.

Pursuant to the Bankruptcy Code the union retirees are presumed
to be adequately represented by their respective unions.  In
particular, the vast majority of union retirees are represented
by the United Steelworkers of America which has engaged in
discussions with the Debtors during the pendency of these
chapter 11 cases with respect to, among other things, a modified
labor agreement previously approved by Judge Bodoh.  Other
unions, representing a relatively small number of hourly
employees in the aggregate, have negotiated so-called "me too"
benefits clauses in their respective bargaining agreements that
require their members to receive the same benefits as those
provided under the benefit plans for USWA retirees.  
Accordingly, absent further Order, the USWA would serve as the
authorized representatives of its union retirees, including
those union retirees who participate in the non-union benefit
plans, in any future section 1114 process. Any resulting
modification or termination of retiree benefits for USWA
retirees automatically would be applicable to union retirees
covered by "me too" bargaining agreements.

Notwithstanding this, however, the Debtors seek to appoint a
different authorized representative of the former union
retirees.

In addition, approximately 500 union retirees receive retiree
benefits under benefit plans established under CBAs with labor
organization that have no active contractual relationship with,
or members employed by, the Debtors.  In particular, the former
union retirees are comprised of retirees of the International
Union of Electronic, Electrical, Salaried Machine and Furniture
Workers and the United Mineworkers of America, who participate
in the New Kensington and Coal Mining Companies Benefit Plans.  
The Debtors have not had an active collective bargaining
agreement with the former unions since the 1980s and, since that
time, have had no ongoing relationship with the former unions.  
Moreover, the retiree benefits of the former union retirees are
similar in material respects to the retiree benefits of non-
union retirees, and the retiree benefits issues raised with
respect to the former union retirees in any section 1114 process
would be substantially similar - if not identical - to the
issues raised with respect to the non-union retirees' retiree
benefits.  For these reasons, the Debtors believe that it would
be appropriate - and indeed more efficient for all parties - for
the former union retirees to be represented by the Official
Nonunion Retirees' Committee rather than by the former unions,
thereby consolidating the administration of any section 1114
process for the non-union retirees and the former union
retirees.

Although the former unions are presumed to act as the authorized
representative of the former union retirees under section
1114(c)(1) of the Bankruptcy Code, this provision also permit
the Court to appoint a different representative for the former
union retirees if the court, upon motion by any party in
interest and after notice and a hearing, determines that
different representative of such persons is appropriate.  For
these reasons, the Debtors believe that it is appropriate for
the Official Nonunion Retirees' Committee to be appointed as the
authorized representative of the former union retirees.

Judge Bodoh sets a hearing on this Motion for December 4, 2001,
upon the Debtors' request for expedition. (LTV Bankruptcy News,
Issue No. 19; Bankruptcy Creditors' Service, Inc., 609/392-
00900)


LTV CORPORATION: USWA Calls Efforts "A Pattern of Deception"
------------------------------------------------------------
Despite repeated pledges to "work together" and do "everything
humanly possible" to save LTV Steel (OTC Bulletin Board: LTVCQ),
a concerted effort by the bankrupt steelmaker's top executives
to "deliberately undermine production -- particularly in
Cleveland, Indiana Harbor and Warren -- reveals a pattern of
deception that may extend back to the date of LTV's bankruptcy
filing, and is a deliberate betrayal of commitments repeatedly
made to workers, communities, customers, suppliers and the
federal Bankruptcy Court," the United Steelworkers of America
charged Wednesday.

David McCall, Director of Ohio-based USWA District 1 and the
Steelworkers' chief negotiator with LTV, repeated the union's
call for the "replacement of LTV's top management with
executives committed to running a steel company, not running it
into the ground."

"The shutdown that top management at LTV has ordered not only
puts the lie to their rhetoric about being committed to making
steel, it's absolutely arrogant," said USWA President Leo W.
Gerard.  "They're implementing a shutdown without even waiting
until Tuesday for the bankruptcy judge to rule on their request.  
What gives them the right to preempt the authority of a federal
judge?"

After abruptly abandoning ongoing negotiations aimed at
improving the company's liquidity last week, LTV management
preemptively filed petitions in federal Bankruptcy Court for
approval to liquidate its steelmaking facilities -- a move which
only served to undermine customer confidence in LTV, McCall
charged.

"The only thing more devious than this kind of treachery is top
management's pathetic attempt to cover up their actions with a
flood of misinformation," said McCall, citing CEO William
Bricker's conversations with Steelworkers President Leo W.
Gerard, and with Cleveland Mayor Michael White, who today termed
Bricker "the Art Modell of the steel industry."

While Bricker publicly proclaimed his "unequivocal support" for
efforts to save LTV and company attorneys filed motions in
Bankruptcy Court pledging management's desire to "protect
assets" and "preserve as much value as possible," LTV executives
accelerated plans to shut down the company's steelmaking
operations, completely ignoring the destructive impact of a
hasty shutdown on the ability to reopen operations.  Since last
week, according to reports from LTV's mills, management has:

     -- Stopped all present and future maintenance projects at
LTV Cleveland East and laid-off large percentages of the
maintenance workforce.

     -- Taken steps to completely shut down the company's
Cleveland West operations in express violation of agreements
with the union and Bankruptcy Court.

     -- Failed to provide adequate supplies of coal to coking
operations in Warren, Ohio, and Indiana Harbor, Ind.,
threatening the future viability of those facilities.

     -- Instituted "fast and cheap" shutdown procedures of blast
furnaces in Cleveland and Indiana Harbor which would make that
equipment prohibitively expensive to reopen.

     -- Begun the process of shutting down utility service to
all plants.

"This is a top management that has proven itself incapable of
telling the truth, unworthy of trust, and either unwilling or
unable to manage effectively," McCall said.

"For the good of the company, our members and communities, and
LTV's customers, suppliers and lenders, they should be removed
before they can do any more damage."


LTV CORPORATION: William H. Bricker Resigns as Chairman and CEO
---------------------------------------------------------------
The LTV Corporation (OTC Bulletin Board: LTVCQ) announced that
William H. Bricker has resigned as LTV's chairman and chief
executive officer.  John D. Turner will continue to serve as
executive vice president and chief operating officer.

In a letter to the Board of Directors, Mr. Bricker said: "When I
accepted the Board's request to serve as LTV's chairman and
chief executive officer it was with the commitment to  
restructure LTV Steel as a competitive steel company and save as
many jobs as possible.  That has been my sole purpose for the
past year.  Under extremely difficult conditions we were able to
stabilize the Company and continue operation for nearly twelve
months. However, the changes needed to restructure LTV Steel
were and remain profound. It is very disappointing that we have
been unable to realize the degree of change needed to return the
Company to viability.

"Under the current circumstances I believe that it would be in
the best interest of all concerned that I resign as chairman and
chief executive officer.  I hope this action will enable the
Company to move forward in its effort to find an appropriate
buyer for the integrated steel business and return these fine
facilities to operation.

"I extend my sincere appreciation to our employees who have
worked so diligently to solve the complex problems facing LTV.  
I appreciate the involvement and support our efforts received
from the State of Ohio, Cuyahoga County, the City of Cleveland,
and our congressional representatives.  And, I am especially
grateful to our customers, suppliers and the Cleveland business
community that supported us through these most difficult
months."

Mr. Bricker became chairman and chief executive officer of The
LTV Corporation on November 9, 2000.

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: Selling Remaining Speech Technology Assets
-------------------------------------------------------------
Lernout & Hauspie Speech Products N.V. (OTC: LHSPQ), L&H
Holdings USA, Inc., and certain of their subsidiaries, world
leaders in speech and language technology, products, and
services, announced the sale of remaining speech and language
technology assets through a court-approved, public auction held
on the 26th of November. The sales of the Company's individual
assets are subject to final approval by the U.S. Bankruptcy
Court for the District of Delaware and the Ieper Commercial
Court of Belgium.

The major portion of L&H's core speech and language technology
business, including its text-to-speech (TTS) technologies,
including L&H RealSpeak, and certain of its automatic speech
recognition (ASR) technologies, including the Dragon Naturally
Speaking line of products, will be acquired by Massachusetts-
based ScanSoft, Inc. (NASDAQ: SSFT) in exchange for $10 million
in cash, a $3.5 million note, and 7.4 million common shares of
ScanSoft, Inc. stock with a market value of $26 million based on
the November 26th closing price of $3.52 per share.

ScanSoft's chairman and chief executive officer, Paul Ricci,
said "The technology and intellectual property included in these
assets are widely considered the finest in the industry and
represent a strategic growth opportunity for Scansoft. We are
especially enthusiastic about L&H's talented research,
engineering, sales and marketing employees in both the U.S. and
Belgium, its prestigious customer base, and the added strength
it brings to our software distribution channels." ScanSoft
expects to retain at least 150 L&H employees worldwide.

Additional assets were also sold at the auction:

     -- The ASR technologies of L&H's ISI division will be
acquired by Pennsylvania-based Multimodal Technologies, Inc., a
company headed by Michael Finke, one of ISI's founders, for $2
million in cash and the assumption of a $2 million earnout.

     -- L&H's Intelligent Content Management (ICM) assets and
its Knexys division, which develops next-generation ICM
technologies will be acquired by Pennsylvania-based Vantage
Technology Holding for $2 million in cash.

     -- The Company's Audiomining assets (audio search engine
technology pioneered by Dragon Systems Inc.) will be acquired
for $0.75 million in cash to Dragon Catalyst LLC, a newly formed
company headed by Dr. James Baker.

John Shagoury, President of L&H's SLT Group said: "We are
excited that ScanSoft and the other buyers are committed to
enhancing the technologies that we have built and furthering the
strong relationships that we have established with our broad
customer base."

L&H is a global leader in advanced speech and language solutions
for vertical markets, computers, automobiles,
telecommunications, embedded products, consumer goods, and the
Internet. The company is making the speech user interface (SUI)
the keystone of simple, convenient interaction between humans
and technology. The company provides a wide range of offerings,
including: customized solutions for corporations; core speech
technologies marketed to OEMs; end user applications for
continuous speech products in vertical markets; and document
creation and linguistic tools. L&H's products and services
originate in the following basic areas: automatic speech
recognition (ASR), text-to-speech (TTS), search and retrieval
and audio mining. For more information, please visit L&H on the
World Wide Web at http://www.lhsl.com

L&H, the L&H logo, RealSpeak, Nothing But Speech (NBS), Say It
Your Way and Dragon NaturallySpeaking are either registered
trademarks or trademarks of Lernout & Hauspie Speech Products
N.V. or its affiliates, in the United States and/or other
countries. All other product names or trademarks referenced
herein are trademarks of their respective owners.


LERNOUT & HAUSPIE: ScanSoft Eyeing Speech & Language Assets
-----------------------------------------------------------
ScanSoft, Inc. (Nasdaq: SSFT), a leading provider of paper-to-
digital solutions, announced that it has agreed to acquire the
Speech and Language Technologies business of Lernout & Hauspie
Speech Products N.V. and L&H Holdings USA, Inc., including
substantially all of the operating and technology assets, in a
bankruptcy auction concluded early yesterday morning.  The
agreement remains subject to the approval of The U.S. Bankruptcy
Court for the District of Delaware, which has scheduled a
hearing for December 4, 2001.

Under the terms of the agreement, ScanSoft will pay
approximately $39.5 million, comprising $10 million in cash, a
$3.5 million note and 7.4 million shares of ScanSoft stock,
which, based on the November 26 closing price of $3.52 per
share, is valued at $26 million.

"The sale of the Lernout & Hauspie speech and language assets
provides ScanSoft with the opportunity to acquire premier
products and technologies in rapidly growing markets at an
exceptional value," said Paul Ricci, ScanSoft's chairman and
chief executive officer.  "The technology and intellectual
property included in these assets are widely considered the
finest in the industry and represent a strategic growth
opportunity for ScanSoft.  We are especially enthusiastic about
the company's talented research, engineering, sales and
marketing employees in both the U.S. and Belgium, its
prestigious customer base and the added strength it brings to
our software distribution channels."  ScanSoft expects to retain
at least 150 Lernout & Hauspie employees worldwide.

The Lernout & Hauspie Speech and Language business develops and
markets a variety of technologies, systems and products that
incorporate automatic speech recognition, text-to-speech,
telematic and other capabilities.  These solutions enable
telecommunications systems, computing equipment and mobile
communications devices to effectively hear what users say, speak
to users, hold conversations and recognize users by their voice.  
Organizations using these technologies comprise some of the
world's leading technology and telecommunications companies
including Alcatel SA, AOL Time Warner, British Telecom, Cisco
Systems, Delphi Automotive, Deutsche Telecom, Fujitsu Ltd.,
Microsoft Corporation and Sony Corp.

Among the technology assets to be acquired by ScanSoft:

     *  RealSpeak Text-to-Speech -- RealSpeak technology is
widely recognized as the world market leading text-to-speech
(TTS) engine, capable of generating high-quality human sounding
speech that is available in 19 languages including regional
variants.

     *  Dragon NaturallySpeaking Product Line -- This prominent
speech recognition software allows users to harness the power of
speech to easily create, format and edit documents as well as to
control and work with virtually all Windows-based applications.

     *  Automatic Speech Recognition Solutions  -- The L&H
automatic speech recognition engines are capable of multi-
lingual, speaker independent recognition of discrete words or a
continuous string of naturally spoken words, including free-text
dictation.  This includes automotive technology that enables
drivers to operate climate control, telematic, audio and other
functions of an automobile using voice commands, as well as
listen to email messages and receive turn-by-turn navigation
routing.

ScanSoft's success in the digital imaging market positions the
Company to achieve considerable synergies in the speech and
language market.  Lernout & Hauspie shares nearly identical
distribution channels, including software resellers, key OEM
partners, Web-based and retail operations, and presents expanded
opportunities with value added resellers (VARs) and Asian
markets. ScanSoft's experience in managing development teams in
the United States and Europe is expected to provide greater R&D
efficiencies.  In addition, ScanSoft expects to fully leverage
its operational infrastructure to streamline the integration of
the L&H business.

"We anticipate additional revenue of $35 million for the full
year of 2002.  Owing to the operational synergy, we expect the
acquisition to be accretive for the full year of 2002, before
the amortization of intangible assets," said Ricci.

Lernout & Hauspie filed for protection from creditors under
Chapter 11 of the Bankruptcy Code in the United States in 2000
and is subject to a bankruptcy proceeding in Belgium, where the
company has one of its headquarters.  The closing of the
transaction is expected prior to the end of 2001.

Headquartered in Peabody, Mass., with European headquarters in
The Netherlands, ScanSoft, Inc. (Nasdaq: SSFT) is a global
leader in paper-to-digital solutions for desktop, network,
Internet and mobile environments that enable users to leverage
the power of their scanners, digital cameras and other
electronic devices.  ScanSoft's award-winning product line --
OmniPage Pro, TextBridge Pro, PaperPort Deluxe, Pagis Pro,
OmniForm, eOmniForm, and numerous software developer's kits --
enables users to capture, recognize, edit, manage and share
documents and photos electronically by taking advantage of
ScanSoft's cutting-edge technology.

ScanSoft has established numerous strategic partnerships with
the industry's leading scanner and multifunction vendors to
deliver the most comprehensive and cost-effective solutions for
its customers.  Vendors who have chosen ScanSoft's cutting-edge
products and technologies include Brother, Canon, Epson,
Fujitsu, Hewlett-Packard, IBM/Lotus, Mustek, Primax, Sharp,
Symantec Corporation, Visioneer, Xerox and others.  ScanSoft's
leading technologies have been licensed by Microsoft for use in
Office XP and other future products.

ScanSoft software is sold, marketed and supported worldwide
through retail, dealer and OEM channels and the Internet,
capturing the small to medium size business and corporate
markets.  There are more than eight million registered users of
ScanSoft products.  ScanSoft can be found on the Web at
http://www.scansoft.com.  

Trademark reference: ScanSoft, OmniPage, OmniPage Pro,
TextBridge, PaperPort, PaperPort Deluxe, Pagis, OmniForm,
eOmniForm, and Developer's Kit 2000 are registered trademarks or
trademarks of ScanSoft, Inc., in the United States and/or other
countries.  All other trademarks and trade names are hereby
recognized and may be registered to their respective holders.


MCMS INC: Inks Deal to Sell Majority of Assets to Plexus Corp.
--------------------------------------------------------------
Plexus Corp. (Nasdaq: PLXS), a leading provider of design,
manufacturing and testing services to the electronics industry,
and MCMS, Inc., a leading global electronics manufacturing
services provider, announced that they have signed an Asset
Purchase Agreement in which Plexus will acquire the majority of
the assets of MCMS.  In previous press releases, MCMS announced
that it had entered into a voluntary Chapter 11 bankruptcy
process and had received court approval to conduct an auction
process, at which Plexus prevailed.

Simultaneously, MCMS announced that it will be recommending the
approval of the transaction to the United States Bankruptcy
Court for the District of Delaware in a hearing currently
scheduled for Tuesday, December 4th.  The transaction is
currently expected to close in early January 2002, and is
subject to U.S. Bankruptcy Court approval, clearance under the
federal Hart-Scott-Rodino Antitrust Improvements Act (HSR) and
other closing conditions.

Assets to be purchased include certain manufacturing operations
in Penang, Malaysia; Xiamen, China; Nampa, Idaho; San Jose,
Calif. and Raleigh, N.C. MCMS' Monterrey, Mexico operation will
not be included in the transaction. The purchase price of $45
million, subject to certain adjustments, will be funded through
Plexus' current available cash.  The transaction does not
include the assumption of any interest-bearing debt, but
includes certain limited specified liabilities, which are
reflected in the purchase price. Based on recent financial
information, annual revenues generated from this acquisition are
currently expected to be between $125 million and $150 million.  
On that basis, the transaction is currently expected to be  
breakeven to slightly accretive to Plexus' fiscal 2002 cash
earnings, before any one-time transaction and related charges.

John Nussbaum, Plexus' president and chief executive officer,
said, "The acquisition of MCMS meets several of our long range
strategic objectives, principally in immediately gaining a
strong presence in Asia, including high-technology manufacturing
and procurement.  The addition of several new tier-one customers
in the optical networking, data communications and computer-
related industries will add revenue in 2002 and increase
capacity utilization at current Plexus sites.  Also MCMS adds
technology depth in the area of optics, RF/wireless and
microelectronics."

Rick Rowe, chief executive officer of MCMS, said, "We are very
pleased with the results of our court approved auction process
and are extremely excited that Plexus has emerged as the
successful bidder to acquire our business operations."  He
added, "Given Plexus' financial strength and additional
engineering services, I believe this proposed transaction offers
great opportunities for MCMS' customers, suppliers and
employees."

Mr. Nussbaum added, "Plexus and MCMS are both very customer-
focused organizations.  We have operational synergies in our
organizational structures, equipment, processes and fulfillment
models.  We welcome MCMS' customers, suppliers and employees and
are committed to achieving a smooth transition."

Headquartered in Neenah, Wis., Plexus provides product
realization services to original equipment manufacturers (OEMs)
in the networking/datacommunications, medical, industrial and
computer electronics industries.  Plexus offers engineering and
product development, new product introduction (NPI),
prototyping, material procurement and management, assembly,
testing, manufacturing, complex final system assembly,
fulfillment and sustaining services.  Further information about
Plexus can be found on its website at http://www.plexus.com

MCMS, Inc. is a global leading provider of advanced electronics
manufacturing services to original equipment manufacturers
(OEMs) who primarily serve the data communications,
telecommunications, and computer/memory module industries.  MCMS
targets customers that are technology leaders in rapidly growing
markets, such as Internet infrastructure, wireless
communications and optical networking, that have complex
manufacturing service requirements and that seek to form long-
term relationships with their electronics manufacturing service
providers.  MCMS offers a broad range of electronics
manufacturing services, including pre-production engineering and
product design support, prototyping, supply chain management,
manufacturing and testing of printed circuit board assemblies,
full system assembly, end-order fulfillment and after-sales
product support. MCMS information is available by visiting the
company's Web site at http://www.mcms.com


MCCRORY CORP: Buxbaum Group to Begin GOB Sales in 200 Stores
------------------------------------------------------------
Going-out-of-business sales will begin immediately in the 200
remaining dollar stores operated by McCrory Corp. across 25
states.

The sales will be conducted with the assistance of Buxbaum
Group, of Encino, CA, which was approved yesterday as the
liquidating consultant for McCrory by the U.S. Bankruptcy Court
in Wilmington.  McCrory Corp., a privately held discount store
operator, filed for protection under Chapter 11 of the Federal
Bankruptcy Code on September 10, 2001.  The bankruptcy filing
covered the York, PA-based corporation and nine subsidiaries.

The vast majority of the stores (approximately 193) operate
under the Dollar Zone name, with all items priced at $1.00 or
less.  Other locations operate under the McCrory, McCrory
Dollar, TG&Y, TG&Y Dollar, GC Murphy and JJ Newberry banners.  
The latter group includes units that had been converted to the
'dollar store' format, as well as several larger locations that
also include higher-priced merchandise.  Locations typically
range in size from 6,000 to 10,000 square feet in the dollar
store formats, to 15,000 to 40,000 square feet for some of the
older variety stores.  The company has approximately 1,700
employees in its stores, headquarters and distribution centers.

While 139 of the stores are located in an East Coast and
Southeast area spanning from Connecticut to Florida, the company
also operates in Arizona, California, Illinois, Indiana,
Louisiana, Michigan, New Mexico, Ohio, Oregon, Tennessee and
Texas.

The company traces its roots to a company founded by John Graham
McCrorey, who opened his first store in Pennsylvania's
Westmoreland County around 1880. That single store grew into a
national chain that, at its peak, exceeded 1,300 units.

"Although McCrory had converted the vast majority of its
locations to the 'dollar store' format last year, this sale
nonetheless marks the final chapter in the history of the last
of the major five-and-dime retailers in the United States," said
Paul Buxbaum, CEO of Buxbaum Group.  "We are hopeful that a
large number of these strategically located stores will
ultimately be leased to other retailers, creating new
opportunities for McCrory's loyal employees. For consumers, this
final sale represents a timely opportunity to purchase kitchen
gadgets, other household items, toys and other stocking-stuffers
at rock-bottom prices."

Buxbaum Group is also assisting with the sale of the store
fixtures and equipment, as well as distribution center
machinery, equipment and rolling stock.  The firm may
additionally assist McCrory's Special Counsel Scott R. Kipnis of
the New York-based law firm Hofheimer Gartlir & Gross, in the
disposition of the company's real estate.  Those interested in
the company's real estate should contact Mr. Kipnis at (212)
897-7898.

Buxbaum Group provides inventory evaluations, turnaround and
crisis management and other consulting assignments for banks and
other financial institutions with retail, wholesale/distribution
and consumer product-manufacturing clients.  In addition, the
firm provides liquidation services on consumer product
inventories, and machinery and equipment, and buys and sells
consumer product inventories.


MALDEN MILLS: Files for Chapter 11 Reorganization in Mass.
----------------------------------------------------------
Malden Mills Industries, Inc., the world famous innovative
developer, manufacturer and marketer of the internationally
recognized Polartec family of performance fabrics, finalized a
deal with its lenders to fund its operations while it works to
assure its future vitality through a Chapter 11 reorganization.
Malden Mills filed for reorganization under Chapter 11 at court
in Worcester, Massachusetts.

"This reorganization allows Malden Mills to emerge from the
challenges we have faced since the catastrophic fire that nearly
destroyed our company in late 1995," said President and CEO
Aaron Feuerstein. "Today begins a new chapter in Malden Mills'
95 year history as a stronger, more highly focused and
profitable company. Our internationally renowned brand name, our
pioneering research and development arm, coupled with our strong
customer base and our dedicated workforce, will keep Malden
Mills at the forefront of the industry for many years to come."

The Mill was devastated by an industrial fire on December 11,
1995. Feuerstein received national recognition for immediately
rebuilding in Lawrence, MA while continuing to pay his workers
during the process. The new Polartec building was the first mill
built in New England in more than 100 years.

The filing was necessitated by the cost of servicing bank debt.
A number of factors contributed, including a sluggish retail
market, the high costs associated with rebuilding and the
closure of the company's upholstery division after a significant
market share loss as a result of the fire. Malden Mills, a
privately-held company, worked with its lenders and strategic
advisors and determined that a Chapter 11 filing was the best
way to reorganize the company for continuing operations and for
building on its unique position as a recognized brand innovator.

Malden Mills' patented manufacturing processes create high-tech,
branded Polartec fabrics for all outdoor activities -- from rock
climbing to kayaking to U.S. military maneuvers in the mountains
of Afghanistan. The company has received tremendous support from
their customers worldwide. "Made in the United States of
America' and based in Lawrence, Massachusetts, the Mill is the
sole source for Polartec fabrics used for cold weather gear for
the U.S. Army, Marine Corps, and Special Operations Command.

"I commend Malden Mills and the creditors for reaching this
agreement. I'm confident that the company will overcome its
current problems and continue to make a vital contribution to
the local economy and the nation's security in the future," said
Senator Edward Kennedy. "This agreement is a giant step toward
achieving that important goal."

"This is great news for anybody who cares about responsible
corporate citizenship in America," said Senator John Kerry.
"Aaron Feuerstein put the survival of his company on the line
when he decided to take care of his workers and rebuild in
Lawrence and Methuen. I appreciate the willingness of the
creditors who helped structure this agreement and am hopeful
that this announcement represents the beginning of a new chapter
of growth for the workers at Malden Mills."

"I am pleased that Malden Mills will continue to supply not only
our Armed Forces with Polartec but the greater Lawrence
community with good jobs. Malden Mills is providing our
military, particularly those soldiers and Marines who are
stationed in and around Afghanistan, with the best possible cold
weather gear. I am confident [Wednes]day's announcement will
ensure that our men and women in uniform will continue to
receive this important equipment. Moreover, it is clear that
Malden Mills will continue to play an important role in the
economy of Lawrence, the Merrimack Valley, and Massachusetts,"
said Congressman Marty Meehan, a senior member of the House
Armed Services Committee.

"This is wonderful news for Malden Mills and wonderful news for
their workers," said Gov. Jane Swift. "In this time of economic
uncertainty it is reassuring when lenders and companies can
reach agreements that protect jobs and allow companies to
operate. I'm sure that this is the beginning of a successful new
phase for Aaron Feuerstein and his world-renowned Polartec
fabrics."

Malden is fully operational and conducting business as usual.
Gorlitz Fleece GmbH, a wholly owned subsidiary of Malden Mills
Industries, Inc., based in Gorlitz, Germany, will continue
operations unaffected by the U.S. filing. Customers worldwide
will continue to receive product, without interruption, from
both facilities. The U.S. Customer Service Center in Lawrence,
MA and the European Customer Service Center in Maastricht, The
Netherlands, will also continue to operate as usual and serve
customers' needs.

"Malden Mills is in an enviable position in the marketplace,"
said Feuerstein, "and with this infusion of capital, we will
continue to grow the business and retain our preeminent status
in the industry. Our customers, employees, and vendors will all
be the beneficiaries of this reorganization plan which allows us
to focus on our very positive outlook for the future."

Founded in 1906 and based in Lawrence, Massachusetts, Malden
Mills Industries, Inc. is the worldwide producer of high-quality
branded fabric for apparel, footwear and home furnishings.

Malden Mills and Polartec are trademarks registered in the
United States and in other jurisdictions for fabrics available
only from Malden Mills Industries, Inc.


METALS USA: Seeks Approval to Hire PwC as Financial Advisors
------------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates seek to employ and
retain PricewaterhouseCoopers to perform financial advisory
services in these cases, effective as of the Petition Date.

John A. Hageman, the Debtors' General Counsel, states that the
Debtors are familiar with the professional standing and
reputation of PwC and understands that the Firm has a wealth of
experience in providing accounting, tax and financial advisory
services in restructurings and reorganizations and enjoys an
excellent reputation for services it has rendered. The Debtors
has engaged PwC since October 15, 2001, and since that time, PwC
has developed a great deal of institutional knowledge regarding
the Debtors' operations, finance and systems, which will be
valuable to the Debtors in their efforts to reorganize.

PwC will provide consulting and advisory services as appropriate
and feasible in order to advise the Debtors in these cases,
including:

A. Assistance to the Debtors in the preparation of financial
   related disclosures required by the Court, including
   Schedules of Assets and Liabilities, Statement of Financial
   Affairs and Monthly Operating Reports;

B. Assistance to the Debtors with information and analyses
   required pursuant to the Debtors' DIP financing, including
   preparation for hearings regarding the use of cash
   collateral and DIP Financing;

C. Assistance with identification and implementation of short-
   term cash management procedures;

D. Advisory assistance in connection with the development and
   implementation of key employee retention and other critical
   employee benefit programs;

E. Assistance and advice to the Debtors with respect to the
   identification of core business assets and the disposition
   of assets or liquidation of unprofitable operations;

F. Assistance with the identification of executory contracts and
   leases and performance of cost/benefit evaluations with
   respect to the affirmation or rejection of each;

G. Assistance regarding the valuation of the present level of
   operations and identification of areas of potential cost
   savings, including overhead and operating expense
   reductions and efficiency improvements;

H. Assistance in the preparation of financial information for
   distribution to creditors and others, including cash flow
   projections and budgets, cash receipts and disbursement
   analysis, analysis of various asset and liability accounts,
   and analysis of proposed transactions for which Court
   approval is sought;

I. Attendance at meetings and assistance in discussions with
   potential investors, banks and other secured lenders, the
   Creditors' Committee appointed in this case, U.S. Trustee
   and other parties-in-interest and professionals;

J. Analysis of creditor claims by type, entity and individual
   claim, including assistance with development of a database
   to track such claims;

K. Assistance in preparation of information and analysis
   necessary for the confirmation of a Plan of Reorganization
   in this case;

L. Assistance in the evaluation and analysis of avoidance
   actions, including fraudulent conveyances and preferential
   transfers;

M. Litigation advisory services with respect to accounting and
   tax matters, along with expert witness testimony on case
   related issues as required by the Debtors; and

N. Render such other general business consulting or such other
   assistance as the Debtors' management or counsel may deem
   necessary that are not duplicative of services provided by
   other professionals in this proceedings.

Mr. Hageman relates that PwC will seek payment for services
rendered to the Debtors on an hourly basis with its current
customary hourly rates plus reimbursement of related expenses in
these cases. The current hourly rates of PwC's professionals
are:

      Partners/Managing Director          $500-595
      Managers/Directors                  $350-495
      Associates/Senior Associates        $275-325
      Administration/Paraprofessionals    $175-250

Len B. Blackwell, a principal of PricewaterhouseCoopers LLP,
informs the Court that the Firm received $347,908.61 from the
Debtors for professional services performed and expenses
incurred and has received unapplied advance payments amounting
to $500,000.

Mr. Blackwell relates that PwC rendered services to several
creditors and parties-in-interest in these cases including:

A. Audit, tax and/or other consulting services in matters
   unrelated to these cases to secured lenders including Bank
   of America, PNC Bank, The CIT Group, GMACC Commercial
   Credit, Fleet Capital Corporation, Congress Financial
   Corp., Firstar Bank NA, General Electric Capital
   Corporation;

B. Other consulting services to PNC Bank, a substantial
   unsecured Lender, in matters unrelated to these cases;

C. Audit and other consulting services in matters unrelated to
   these cases to U.S. Trust Company of California, N.A., an
   indenture trustee;

Mr. Hageman submits that the services of PwC are necessary to
enable the Debtors to maximize the value of their estates and
reorganize successfully. (Metals USA Bankruptcy News, Issue No.
2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NESCO INC: Chapter 11 Case Summary
----------------------------------
Lead Debtor: Nesco, Inc.
             12331 East 60th Street
             Tulsa, OK 74146

Bankruptcy Case No.: 01-05321

Debtor affiliates filing separate chapter 11 petitions:

             Entity                        Case No.
             ------                        --------
             Nesco Acceptance Corporation  01-05325   
             Summit Environmental
             Services, Inc.                01-05326   
             Lab One Analytical, Inc.      01-05324
             Fuel Recovery Systems, Inc.   01-05323
             Carolina Drilling Services,
             Inc.                          01-05322

Chapter 11 Petition Date: November 26, 2001

Court: Northern District of Oklahoma

Judge: Terrence L. Michael

Debtors' Counsel: Sam G. Bratton, II, Esq.
                  320 South Boston, Suite 500
                  Tulsa, OK 74103-3725
                  (918) 582-1211


NEW WORLD RESTAURANT: Nasdaq Delists Shares Effective Nov. 27
-------------------------------------------------------------
New World Restaurant Group, Inc. (Nasdaq: NWCI) today announced
that its common stock has been delisted from the Nasdaq National
Market, effective November 27.  The Company said that it is
actively pursuing listing on other exchanges.  In the interim,
New World shares will trade on the "Pink Sheets" under the
symbol NWCI.  Further information regarding trading of
securities on the "Pink Sheets" is available on the web at
http://www.pinksheets.com

In its letter to New World, received after the close of trading
on Monday, the Nasdaq Listings Qualifications Panel (the
"Panel") cited both corporate governance violations and public
interest concerns as separate and independent bases for its
ultimate determination.

As previously disclosed, New World received a Nasdaq Staff
Determination on September 7, 2001 asserting violations of two
rules and that its securities were subject to delisting from the
Nasdaq National Market.  New World appealed the Staff
Determination at a hearing before the Panel on October 18.  The
Panel, as subsequently disclosed, issued a ruling on October 30,
2001 that cited three conditions for maintaining the Company's
listing on the Nasdaq National Market, and provided the Company
an extension to November 19 to attempt to satisfy them.  New
World timely appealed the October 30 ruling, while
simultaneously endeavoring to satisfy the three conditions
imposed by the Panel.  The Company was not able to satisfy all
of the requirements prior to the November 19 deadline and sought
additional time to attempt to satisfy them, a request that the
Panel denied.

New World's management noted that it was disappointed by the
Panel's decision, but confirmed that the action does not affect
the Company's business operations or the already completed
acquisition of Einstein/Noah.  Management further noted that it
will (a) continue its challenges to Monday's final determination
by the Panel and actively pursue available avenues of appeal,
and (b) it will continue to pursue a listing on an alternative
exchange.  The Company also noted that it intends to seek out
market makers to apply to get its common stock listed on the OTC
Bulletin Board pursuant to applicable SEC regulations.

New World is a leading company in the 'quick casual' sandwich
industry. The Company operates stores primarily under the
Einstein Bros and Noah's New York Bagels brands and primarily
franchises stores under the Manhattan Bagel and Chesapeake Bagel
Bakery brands. As of October 2, 2001, the Company's retail
system consisted of 494 company-owned stores and 294 franchised
and licensed stores.  The Company also operates three dough
production facilities and one coffee roasting plant.


NUMATICS INC: Q3 Net Sales Drop 26.9% Due to Economic Slump
-----------------------------------------------------------
Numatics Inc.'s net sales of $26.7 million for the three months
ended September 30, 2001 were 26.9% lower than the $36.6 million
in the same period of 2000. Net sales of traditional valve
products decreased 30.3%, or $7.5 million, while net sales of
motion control products decreased 23.1%, or $1.5 million, and
sales of other products decreased 15.6%, or $0.8 million. North
American sales decreased 27.5%, or $8.5 million, and
international sales decreased 23.8%, or $1.4 million. This
decline in sales was a direct result of the economic downturn
that began in the last quarter of 2000 in North America and the
business slowdown in Europe which began in the middle of 2001.
Net income increased $0.8 million, to $0.9 million during the
three months ended September 30, 2001 from net income of $0.1
million in the third quarter of 2000.

Net sales of $89.0 million for the nine months ended September
30, 2001 were 21.4% lower than the $113.3 million in the same
period of 2000. Net sales of traditional valve products
decreased 21.1%, or $15.4 million, while net sales of motion
control products decreased 21.4%, or $4.5 million, and sales of
other products decreased 22.8%, or $4.4 million. North American
sales decreased 23.5%, or $22.5 million, and international sales
decreased 10.0%, or $1.7 million.  This decline in net sales was
primarily a direct result of the economic downturn that began in
the last quarter of 2000. Currency translation losses on the
Company's foreign subsidiaries were responsible for
approximately $1.0 million of the decline or 1.0%. Excluding the
effect of the strengthening U.S. dollar, international sales
would have been substantially equal to those for the same period
of 2000.  Net income decreased $1.1 million, to $0.1 million
during the nine months ended September 30, 2001 from net income
of $1.2 million in the first nine months of 2000.

                             *  *  *

In October, Standard & Poor's lowered its corporate credit and
senior secured debt ratings on Numatics Inc. to single-'B'-minus
from single-'B'. At the same time, the subordinated debt rating
on the company was lowered to triple-'C' from triple-'C'-plus.
The rating actions reflect Numatics' weaker-than-expected
operating performance during the past year, resulting in weak
credit protection measures, bank covenant violations,
constrained liquidity, and heightened financial risk.


PACIFIC GAS: Calls CPUC's Action "An Attempt to Delay Plan"
-----------------------------------------------------------
In a filing with the U.S. Bankruptcy Court, Pacific Gas and
Electric Company responded to "adversary proceeding objections"
filed by the California Public Utilities Commission (CPUC), the
Attorney General of the State of California, and 12 other
groups.

The utility continues to maintain separate adversary proceedings
are not necessary because the issues raised by the parties will
be addressed through the regular confirmation process.  In a
bankruptcy case, "contested matters" are the way in which
motions are brought, and Bankruptcy Rule 9014 allows parties to
voice their concerns through the plan disclosure and
confirmation hearings.

In its filing, Pacific Gas and Electric Company noted the
Attorney General and the CPUC did not comply with the Court's
directive to identify the specific approvals that need to be
obtained through an adversary proceeding and did not provide the
legal arguments to support their contention.  The Attorney
General and the CPUC also did not observe the Court's request to
indicate if they planned to assert a sovereign immunity defense
against any such adversary proceedings they are requesting be
initiated.

"The State and CPUC's coyness should be seen precisely for what
it is:  an attempt to obfuscate and delay the plan disclosure
and confirmation process, to divert attention from the issue of
whether the plan of reorganization is in the best interest of
PG&E's creditors, ratepayers, and the State of California," the
company said.  "As a matter of law, no adversary proceedings are
required, and the issues raised by the Attorney General, the
CPUC, and other interested parties can be fully aired and
resolved through the normal Bankruptcy Court process."


PILLOWTEX: Deadline to Challenge Obligations Extended to Jan. 15
----------------------------------------------------------------
In a stipulation presented to the Court and approved by Judge
Robinson, the Pre-petition Secured Lenders and the Official
Committee of Unsecured Creditors of Pillowtex Corporation
agree to extend the Committee's deadline for filing challenges
to pre-petition obligations to January 15, 2002 at 4:00 p.m.
Eastern Time.

Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, acted in behalf of the Committee, while
John H. Knight, Esq., at Richards, Layton & Finger, P.A.
represented the Pre-petition Secured Lenders in this matter.
(Pillowtex Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


POLAROID: Seeks Approval of De Minimis Asset Sale Procedures
------------------------------------------------------------
Polaroid Corporation, and its debtor-affiliates request
authority to implement a procedure by which the Debtors may sell
certain assets of de minimis value, from time to time, without
need for further Court approval, subject to certain notice
procedures.

Prior to Petition Date, Eric W. Kaup, Esq., at Skadden, Arps,
Slate, Meagher & Flom, in Chicago, Illinois, relates that the
Debtors already began divesting assets in an effort to reduce
debt and return the company to profitability.  But as of
Petition Date, Mr. Kaup notes, the Debtors are still in
possession of certain assets related to discontinued operations
or non-core businesses.

The Debtors anticipate many of these assets can be sold in
transactions in which the aggregate consideration the Debtors
receive will be less than $500,000, according to Mr. Kaup.  In
the event the Debtors are able to locate buyers for such assets,
Mr. Kaup adds, it is likely that the proposed buyers' offers
will be conditioned on a quick sale and a process with a minimum
of costs and expenses.

With that in mind, Mr. Kaup informs Judge Walsh that the Debtors
desire to implement procedures pursuant to which they may sell
miscellaneous assets, or groups of assets, with a purchase price
of $500,000 or less for each such transaction, on an expedited
basis without incurring the delay and costs associated with the
preparation, filing, service, and hearing of a motion for
approval of each such sale.

The Debtors believe that conducting auctions and obtaining Court
approval for each proposed sale transaction will, in many cases,
result in costs that are disproportionate to the anticipated
sale proceeds considering:

    (a) the types of assets involved,

    (b) the short window of opportunity often available to
        consummate sale transactions for such assets, and

    (c) the relatively low value of the De Minimis Assets (in
        light of the size of the Debtors' estates).

And so, to strike a balance between the desire to maximize the
value of the De Minimis Assets to their estates, and the
necessity of providing parties-in-interest notice and an
opportunity to object to transactions out of the ordinary course
of business, the Debtors propose these procedures for the sale
of De Minimis Assets:

    (i) The Debtors will give written notice, by facsimile or
        overnight mail, of each such proposed sale of De Minimis
        Assets to:

        (a) the United States Trustee,
        (b) counsel for the Creditors' Committee and the Equity
            Committee (if an Equity Committee is appointed),

        (c) counsel for the Agent for the Debtors' pre-petition
            and post-petition lenders, and

        (d) any known holder of a lien, claim or encumbrance

            against the specific De Minimis Asset or Assets to
            be sold.

        The Sale Notice will specify:

        (1) the asset or assets to be sold,

        (2) the identity of the proposed purchaser, and

        (3) the proposed sale price,

        and will have attached a copy of the sale agreement (to
        the extent such agreement is reasonably available).

   (ii) If none of the parties served with the Sale Notice
        serves the Debtors with a written objection to the
        proposed transaction in a manner so that it is actually
        received by the Debtors within 7 days after the date the
        Debtors send the Sale Notice, the Debtors may consummate
        the proposed sale transaction and take such actions as
        are necessary to close the sale and obtain the sale
        proceeds without further notice or the need to obtain
        approval from the Court.

  (iii) If the Debtors receive a written objection prior to the
        expiration of the Notice Period, and the Debtors are
        unable to consensually resolve such objection, the
        Debtors will not take any additional steps to consummate
        the proposed transaction without first obtaining the
        Court's approval for that specific transaction.

   (iv) Pursuant to this Court's previously entered orders dated
        October 15, 2001 and November 5, 2001, authorizing among
        other things the use of the pre-petition lenders' "cash
        collateral" (as such term is defined in Section 363 (a)
        of the Bankruptcy Code), the granting of adequate
        protection therewith and the incurrence by the Debtors
        of post-petition financing, and the debtor-in-possession
        financing agreement, to the extent that the aggregate
        cumulative amount of proceeds of sales of De Minimis
        Assets exceeds $500,000, such proceeds shall be paid
        directly to the Lenders.

Mr. Kaup asserts that this procedure will minimize
administrative costs in these cases, speed the liquidation of De
Minimis Assets and, at the same time, preserve the rights of
interested parties to object to any sale that such parties do
not deem appropriate.  There is no reason why the Court should
not grant the relief requested, Mr. Kaup contends. (Polaroid
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


RAMPART SECURITIES: Irregularities in Cash Accounts Uncovered
-------------------------------------------------------------
SLMsoft.com Inc. (TSE: ESP.A, ESP.B), a leading global provider
of e-financial solutions, announced that an internal
investigation has revealed a serious irregularity in the
Company's cash and investment accounts with Rampart Securities
Inc.  On August 14, 2001, the Investment Dealers Association and
the Ontario Securities Commission suspended the registration of
Rampart and froze all of its clients' accounts. On October 24,
2001, the Ontario Superior Court issued a receiving order
placing Rampart into bankruptcy, at the request of the Canadian
Investor Protection Fund, and appointed Ernst & Young Inc. as
trustee in bankruptcy.

The irregularity, which was recently discovered by senior
management following receipt of a statement of account from the
trustee, involves the unauthorized transfer of approximately
$6.3 million from SLM's accounts maintained at Rampart to two
unrelated accounts within Rampart.

The Company, through its legal counsel, has notified the trustee
that the statement of account does not properly reflect its cash
and investment positions with Rampart and has demanded that the
trustee reverse the unauthorized transfer. To date, the Company
has not received a full response from the trustee regarding the
unauthorized transfer or the formal position of the trustee
regarding its account and has been unable to ascertain when its
cash and investments will be released. The Company intends to
take necessary steps to have its cash and investments released
as soon as possible, including legal proceedings.

The Company does not expect that it will suffer any material
loss as a result of the foregoing and, while it expects to
receive substantially all of the cash and investments held at
Rampart in due course, it has put arrangements in place to
address its ongoing liquidity as required. These arrangements
include loans from its controlling shareholder and the sale of
and/or a line of credit secured by negotiable securities that
are owned by, and in the possession of, the Company. With these
arrangements in place, the Company is confident that it remains
financially viable and operationally and creatively strong.

Founded in 1986, SLMsoft.com is a leading developer of
electronic payment systems and transaction processing solutions,
including e-commerce applications with a focus on the financial
services industry. SLMsoft.com provides real-time end-to-end e-
banking solutions that include Internet banking, interactive
voice recognition (IVR), debit and credit card issuing,
automated teller machines and point-of-sale network management,
retail branch management, and e-CRM enabling technology.
SLMsoft.com also provides investment brokerage client and
portfolio management applications for the brokerage industry; e-
health solutions which enable health insurance claims to be
evaluated at the point of service, processed and settled in real
time; and e-government solutions which enable consumers to pay
fees for government services in person, at kiosks, through IVR
systems or the Internet. For more information, please visit the
Company's website at http://www.slmsoft.com

SLMsoft.com, ESP-Link and EC-street are trademarks of
SLMsoft.com Inc. All other product and company names mentioned
herein may be trademarks of their respective owners.


RESMED INC: S&P Rates $180M Convertible Subordinated Issue at B-
----------------------------------------------------------------
Standard & Poor's assigned its single-'B'-plus corporate credit
rating to ResMed Inc. At the same time, Standard & Poor's
assigned a single-'B'-minus to ResMed Inc.'s $180 million
convertible subordinated issue. The outlook is stable.

The speculative-grade ratings for ResMed Inc. reflect the niche
medical equipment supplier's fast growth, as it capitalizes on
the emerging market for sleep apnea treatment, offset by its
still limited size and resources, and uncertain financial
policy.

San Diego, California-based ResMed produces equipment that
delivers Nasal Continuous Positive Airway Pressure (CPAP)
therapy and diagnostic equipment for patients suffering from
sleep apnea. ResMed is the second largest
manufacturer/distributor of products that focus on the diagnosis
and treatment of Obstructive Sleep Apnea (OSA) and other forms
of Sleep Disordered Breathing (SDB). It has steadily grown its
market share through product innovation and strategic
acquisitions.

However, the OSA and SDB markets are still largely unpenetrated.
While the development of these markets offer significant
potential, the company faces the challenge of gaining greater
physician and consumer awareness of the need for treatment. In
addition, the medical treatment of sleep apnea continues to
evolve. ResMed faces competition from larger companies with
greater financial capabilities in its principal geographic
markets. Although ResMed does not bill third-party payors
directly, the end users ultimately seek health care provider
reimbursement, thus making reimbursement risk a factor.

The possibility of acquisitions, as the company seeks to
accelerate its growth, adds further uncertainty. While ResMed
has cash and investments of over $100 million, the financial
position could change quickly if the company pursues an
aggressive acquisition strategy in order to accelerate
growth. Recently ResMed acquired Medizin Technologie GmbH (MAP),
the OSA market leader in Germany for $70 million. Standard &
Poor's believes the company's acquisitive growth strategy could
potentially challenge management.

                        Outlook: Stable

ResMed's financial flexibility will allow it to pursue its
moderate acquisition policy within the scope of the rating.


SERVICE MERCHANDISE: Seeks OK of Pact with Pseudo-1114 Committee
----------------------------------------------------------------
Service Merchandise Company and its debtor-affiliates seek the
entry of an Order approving their compromise and settlement of
all outstanding issues relating to the Executive Security Plan.  
The Debtors also ask Judge Paine for an order resolving all
claims related to the Executive Security Plan without need to
establish a bar date for such claims.

Specifically, the Debtors propose to allow certain claims and
disallow all other claims relative to the Executive Security
Plan, including those asserting administrative or priority
status or in any other amount or which are duplicative of those
allowed claims.  The Debtors further propose that any and all
claims against them relative to the Executive Security Plan that
could be asserted under any applicable law, including Employee
Retirement Income Security Act of 1974 as amended are releases.
In addition, the Debtors suggest, the functions and duties of
the Executive Security Plan Committee be extended to the extent
that the Debtors request the Executive Security Plan Committee
to serve as a liaison between the Debtors and the Executive
Security Plan Claimants in connection with the confirmation of
the Debtors' chapter 11 plan of reorganization.

Beth A. Dunning, Esq., at Bass, Berry & Sims PLC, in Nashville,
Tennessee, relates there is no specific bar date for the filing
of claims arising in connection with the Executive Security
Plan.  The resolutions of all these claims will negate the need
for individual Executive Security Plan claimants to file claims,
Ms. Dunning explains.  Accordingly, to avoid duplication, Ms.
Dunning asserts that any claim other than those on the Schedule
- whether filed previously or in the future - should be
disallowed.

According to Ms. Dunning, the Debtors and the Executive Security
Plan Committee arrived at a consensual resolution regarding the
treatment of the claims of all participants to conserve
resources of the estate and the Court's.

In particular, Ms. Dunning relates, the Debtors have agreed to
allow the claims of the Executive Security Plan participants
identified on the Schedule on a general unsecured bases.
Specifically, Ms. Dunning says, the Debtors propose that the
claims arising under the Executive Security Plan will be allowed
in the total amount of $7,745,663 - which represents 75% of the
alleged total potential claim amount, on present value basis,
that the Debtors would have on account of Executive Security
Plan benefits payable on accounts of vested participants and
about 20% of the potential claims of unvested participants.

All other claims relating to the Executive Security Plan will be
disallowed, Ms. Dunning emphasizes.

"These compromised claims reflect the risk to both parties from
litigating the enforceability of the Executive Security Plan
claims as well as certain provisions of the Executive Security
Plan that permitted the Debtors to terminate the Executive
Security Plan without liability," Ms. Dunning explains.
Moreover, Ms. Dunning adds, these compromised claims account for
the differences in such litigation risk between vested and
unvested participants.

The Debtors assert that the relief requested will resolve the
status of a large number of what would otherwise be contested
claims, including alleged priority administrative claims.  Since
the proposed settlement is clearly in the best interests of the
Debtors' estates, Ms. Dunning urge Judge Paine approve this
motion. (Service Merchandise Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


STARMEDIA NETWORKS: Violates Nasdaq Listing Requirement
-------------------------------------------------------
StarMedia Network (Nasdaq: STRME), the leading integrated
Internet media and solutions company targeting Spanish- and
Portuguese-speaking, announced that it received a Nasdaq Staff
Determination on November 21, 2001, indicating that, due to its
failure to file its Form 10-Q for the period ended September 30,
2001, StarMedia is not in compliance with the requirement for
continued listing set forth in Nasdaq's Marketplace Rule
4310c(14), and that its securities are, therefore, subject to
delisting from The Nasdaq National Market.

StarMedia has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination.  Pending
the outcome of this review, the delisting of the Company's
securities will be stayed.  There can be no assurance the Panel
will grant StarMedia's request for continued listing. If the
Company is unsuccessful in its appeal, it will evaluate other
available alternatives.

As previously announced, the Company intends to file its
Quarterly Report on Form 10-Q for the quarter ended September
30, 2001 promptly after completion of its investigation of
accounting issues with respect to revenue recognition by two of
the company's Mexican subsidiaries, as well as any required
restatement of its prior financial statements.

StarMedia Network is the leading integrated Internet media and
solutions company for Spanish- and Portuguese-speaking
audiences, providing technology and services that enable
consumers and businesses to take full advantage of the Internet.  
The company has operations in Argentina, Brazil, Chile,
Colombia, Mexico, Puerto Rico, Spain, Uruguay, Venezuela, and
throughout the United States.

For more information, please visit the company's corporate web
site at http://www.starmedianetwork.net


SULZER MEDICA: Opposes Unilateral Implant Claimant Compensation
---------------------------------------------------------------
The medical technology group Sulzer Medica AG decisively opposes
one-sided individual compensation for patients with defective
hip and knee joint implants. The group is examining options in
the event that the 6th District Court of Appeals in Cincinnati,
Ohio voids the suspended verdict against individual lawsuits.
The company stands behind its belief that the existing class
settlement proposal is the fairest and most equitable way for
patients to receive compensation and the best course of action
for stockholders. This class settlement would also allow Sulzer
Medica to save as many jobs as possible in the U.S.

It is Sulzer Medica AG's stated goal to compensate all affected
patients quickly and fairly on the same basis. This compensation
arrangement can only realistically be guaranteed through the
currently negotiated class settlement. This class settlement
offer, provisionally affirmed by U.S. Federal judge Kathleen
O'Malley on August 17th, was approved until today by more than
80% of the plaintiff lawyers. As approved, it will cost Sulzer
Medica AG US$ 783 million. The company will not increase this
amount.

While awaiting the Cincinnati, Ohio, District Court of Appeals
decisions on November 29, 2001, in which three judges will hold
a hearing and rule on a motion for reconsideration of the
postponed individual claims verdict, Sulzer Medica is examining
various options. In addition to the work on the settlement,
preparation and research continue on the possibility of Chapter
11 (bankruptcy protection for the U.S. subsidiary Sulzer
Orthopedics under American law).

"Our highest priority is the settlement" explains Sulzer Medica
CEO Stephan Rietiker. "We will fight with every legal measure
against preferential treatment for only a few, which openly
discriminates against the majority of the affected patients. We
will secure our US business and as many jobs as possible. We are
committed to our patients, our stockholders and to all our
employees."


TCSI CORP: Taps Gerard Klauer to Explore Strategic Alternatives
---------------------------------------------------------------
TCSI Corporation (Nasdaq: TCSI) announced that it has retained
Gerard Klauer Mattison & Co., Inc., as its financial advisor to
assist the company in evaluating strategic alternatives,
including mergers, alliances or a possible sale of the Company.

"As a result of our continuing review of strategic alternatives
following our recent restructuring, we believe this is an
appropriate time for TCSI to explore opportunities to maximize
shareholder value," said Ken Elmer, CFO and interim CEO of TCSI.
There can be no assurance that TCSI will proceed with any of the
strategic alternatives considered or when any resulting
transaction would occur.

TCSI is a leading provider of software products and services for
the global telecommunications industry. TCSI's solutions enable
telecom service providers, equipment manufacturers, enterprise
network users and systems integrators to rapidly deploy and
manage network infrastructure and services. The Catalantr
product line offers carrier-class service and network management
capabilities, targeting next-generation voice, data, and
wireless networks. TCSI is located in Alameda, California, with
offices in Europe and the Pacific Rim. For more information,
visit http://www.tcsi.com or call us at +1-510-749-8500.


USG CORP: Court Extends Rule 9027 Removal Period Until March 1
--------------------------------------------------------------
USG Corporation obtained the Court's approval to extend the time
within which the Company may transfer prepetition lawsuits to
the District of Delaware for continued litigation through March
31, 2002. (USG Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


UNIFORET INC: Working Capital Deficiency Stands at $18.3M in Q3
---------------------------------------------------------------
Uniforet Inc. announces that it has incurred a net loss of $4.5
million during its third quarter, compared with a net loss of
$4.0 million for the same period in 2000, due to an increase in
financial expenses related to the 11.125% senior notes that the
Company's wholly-owned subsidiary, 3735061 Canada Inc., had
acquired at a discount in June 2000 as part of a financial
reorganization that was undergone at the time which were taken
as payment in May 2001, pursuant to 3735061 Canada Inc.'s
failure to fulfill its obligations under its credit facilities.

For the nine-month period ended September 30, 2001, the net loss
was $62.3 million, compared with a net income of $12.1 million  
for the same period last year. Financial results for 2000
included a non-recurring gain of $30.0 million, resulting from
the purchase at a discount of 11.125% senior notes by the
Company's subsidiary, 3735061 Canada Inc. However, after the
11.125% senior notes were taken as payment in May 2001, the
Company charged to income an amount of $52.0 million for the
second quarter of 2001.

On August 15, 2001, the Company announced that it has held
meetings for six of their seven classes of creditors and that
the required majority of creditors in each of those six classes
have approved their amended plan of arrangement. Furthermore,
pursuant to proceedings instituted by a few of the US
Noteholders, the meeting of the class of US Noteholders-
creditors is still temporarily suspended by Court order rendered
on July 26, 2001 until settlement of the composition of that
class of creditors. The Court has set the hearing dates for this
case for December 3 to December 12, 2001.

The enclosed consolidated financial statements for the nine
months ended September 30, 2001 have been compiled on the same
basis as for the consolidated financial statements for the year
ended December 31, 2000, using the going concern assumption. In
addition, these consolidated financial statements do not include
any value adjustment or reclassification of assets, liabilities
or operating results that may be appropriate given recent events
and pursuant to the implementation of a potential plan of
arrangement with creditors or any other reorganization plan.

                              SALES

Sales decreased by 16.4% to $38.5 million for the third quarter
of 2001, compared with the same quarter last year. Lumber sales
showed an improvement of 29.4% to $33.8 million, due to
increased woodchip shipments into open markets. Pulp sales
amounted to $4.7 million, compared with $19.7 million for the
same period last year, while shipments decreased by 64% to
11,928 metric tons as a result of the pulp mill downtime since
February 16, 2001.

For the nine months ended September 30, 2001, sales were $131.1
million, down by 2.9% compared with the same period of 2000.
Lumber sales increased by 16.1% to $105.1 million due to
increased woodchip shipments into open markets and improved
woodchip selling prices. In addition, lumber shipments decreased
by 8.7% during the period, compared with the same period last
year while selling prices increased by 3.0%. Pulp sales
decreased by 41.4% to $26.0 million, while shipments decreased
by 57.7% as a result of the pulp mill downtime since February
16, 2001.

                         OPERATING LOSS

The operating income for the third quarter of 2001 was $1.0
million, compared with an operating loss of $0.9 million for the
same quarter last year. The operating income from the lumber
segment amounted to $3.2 million, compared with an operating
loss of $5.4 million for the corresponding period, mainly due to
increased woodchip shipments into open markets and improved
woodchip selling prices. The operating loss from the pulp
segment reached $2.2 million, compared with an operating income
of $4.4 million for the corresponding period, as a result of the
plant's complete shutdown during the third quarter of 2001.

                         CASH POSITION

For the third quarter of 2001, $4.0 million were used by
operations, compared with $0.9 million provided by operations
for the corresponding period of 2000. Additions to fixed assets
were limited to $1.6 million, compared with $2.6 million for the
corresponding period of 2000.

For the nine-month period ended September 30, 2001, $21.4
million were provided by operations, due mainly to reduced pulp
inventory levels, compared with $0.4 million used in operations
for the corresponding period of 2000. Additions to fixed assets
were limited to $2.7 million, compared with $5.0 million for the
corresponding period of 2000. During the period, $1.3 million
were used in discontinued paper operations, compared with $4.2
million provided by operations in 2000.

As at September 30, 2001, the Company had a cash position of
$0.6 million and a working capital deficiency of $18.3 million,
for a ratio of 0.75:1, compared with a ratio of 0.98:1 as at
December 31, 2000.

                    OVERVIEW OF OPERATIONS

The interruption of the Port-Cartier pulp mill's operations
since February 2001 continued throughout the quarter due to the
soft global commercial pulp market. On September 4, 2001, the
Company announced that the downtime in production was extended
again for an indefinite period of time. Lumber production for
the third quarter amounted to 78.0 million board-feet, compared
with 87.1 million board-feet for the same period last year.
During the quarter, production at Port-Cartier sawmill was
suspended for two weeks.

On August 10, 2001, the US Department of Commerce (DOC) had
initially determined that a 19.3% countervailing duty should be
imposed retroactively on, Canadian lumber shipments into the
United States over a 90-day period. Consequently, during the
third quarter, the Company charged to income a sufficient amount
to cover all shipments affected by the potential application of
a countervailing duty. Furthermore, on October 30, 2001, the DOC
decided, as a result of an investigation of the six leading
Canadian lumber producers, to impose antidumping duties of
12.58%, for total duties of 31.9% effective November 6, 2001.

                         OUTLOOK

Following the hearing scheduled FOR December 3 to December 12,
2001 the Court should render a decision regarding the
proceedings instituted by certain US Noteholders who object,
among other things, to the composition of that class of
creditors. Afterwards, the Company will be in a position to
develop a strategy to complete a plan of arrangement with its
creditors.

The recent imposition of countervailing and antidumping duties
on Canadian lumber shipments into the United States has entailed
volatility and uncertainty on this market. As a result of demand
falling off in the US, several lumber producers had to curtail
production to avoid any surplus inventory. Uniforet is no
exception and, at the beginning of October, the Company had to
shut down the Port-Cartier sawmill for a two-week period and the
Peribonka sawmill for one week.

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

The unaudited consolidated balance sheet as at September 30,
2001 and the unaudited consolidated statements of income and
deficit and cash flows for the three months ended September 30,
2000 and 2001 have been prepared using the same accounting
principles and policies as for the annual financial statements
described therein, including the going concern assumption about
the Company's operations. In addition, these consolidated
financial statements do not include any value adjustment or
reclassification of assets, liabilities or operating results
that may be appropriate given recent events and pursuant to the
implementation of a potential plan of arrangement with creditors
or any other reorganization plan.

These consolidated financial statements do not include all the
information required under generally accepted accounting
principles. Accordingly, they must be read in conjunction with
the audited consolidated financial statements of the Company as
at and for the year ended December 31, 2000 and the notes
thereto appearing in the annual report submitted to the
shareholders of the Company.

The Company is currently in default on payment of interest under
its 11.125% US senior notes and its unsecured subordinated
convertible debentures. Uniforet Inc. is currently in default
under its bank credit agreement.


WARNACO GROUP: Taps Keen Realty to Sell 35 Retails Locations
------------------------------------------------------------
Warnaco Inc., the New York based apparel manufacturer/retailer,
has retained Keen Realty, LLC to assist the company in the
disposition of certain real estate assets, including the
marketing of 35 retail locations. The locations include
Speedo(R) Authentic Fitness(R) retail stores, as well as outlet
stores doing business as Calvin Klein(R) Outlet Stores, Olga(R)
Warner(R) Outlet Stores, Chaps by Ralph Lauren(R) Outlet Stores
and Warnaco Outlet stores. An auction of the available
leaseholds is currently being considered for mid-December,
subject to bankruptcy court approval. Keen Realty is a real
estate firm specializing in restructuring retail real estate
and lease portfolios and selling excess assets. Warnaco filed
for protection under Chapter 11 of the Bankruptcy Code on June
11, 2001.

"These locations represent a tremendous opportunity for a
retailer looking to expand" said Craig Fox, Keen Realty's Vice
President. "New locations have just been added, with the
available Speedo(R) Authentic Fitness(R) stores located in some
excellent mall locations, and the outlet stores located in some
outstanding outlet centers nationwide. We are encouraging
prospective purchasers to put in their bids immediately as
offers are now being considered."

Available to users are Speedo(R) Authentic Fitness(R) retail
properties located in Arizona, Florida, Kentucky, Minnesota, New
Jersey, Oklahoma, Tennessee, Texas, Virginia and the Virgin
Islands. The sites range in size from 760 square feet to 1,300
square feet. The outlet leaseholds are located in California,
Florida, Georgia, Hawaii, Illinois, Maryland, Missouri, New
Jersey, Pennsylvania, Rhode Island, Tennessee, Texas and
Virginia and range in size from 2,500 square feet to 8,500
square feet.  For over 15 years, Keen Consultants, LLC has had
extensive experience solving complex problems and evaluating and
selling real estate, leases and businesses in bankruptcies,
workouts and restructurings. Keen Consultants, a leader in
identifying strategic investors and partners for businesses, has
consulted with over 130 clients nationwide, evaluated and
disposed of over 165,000,000 square feet of properties, and
repositioned nearly 9,000 stores across the country.

Companies that the firm has advised include: Northern
Reflections, Edison Bros., Cosmetic Center, Long John Silver,
Caldor, Citibank, N.A. (Ames Dept. Stores), Cumberland Farms,
Fayva Shoe, Herman's Sporting Goods, K-Mart, Merry-Go-Round
Stores, Neiman Marcus, Petrie Retail Inc., and Woodward &
Lothrop. Most recently Keen has sold over $125 million of excess
properties for Family Golf Centers, $80 million of excess
properties for Service Merchandise, raised approximately $5
million for Filene's Basement, $4 million for CODA/Jeans West,
and raised $5.5 million for Learningsmith Inc. In addition to
Warnaco, other current clients include: Cosmetics Plus,
Footstar, Cooker Restaurant Corp., Matlack Truck Systems, Inc.,
Anamet Industrial and Graham Field Health Products.

For more information regarding the sale of the Warnaco
properties, please contact Keen Realty, LLC, 60 Cutter Mill
Road, Suite 407, Great Neck, NY 11021, Telephone: 516-482-2700,
Fax: 516-482-5764, e-mail: krc@keenconsultants.com, Attn: Craig
Fox. (Warnaco Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


* BOOK REVIEW: Bankruptcy Crimes
--------------------------------
Author:  Stephanie Wickouski    
Publisher:  Beard Books
Softcover:  395 Pages
List Price:  $124.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at:
http://amazon.com/exec/obidos/ASIN/1893122832/internetbankrupt

Did you know that you could be executed for non-payment of debt
in England in the 1700s?  Or that the nailing of an ear was the
sentence for perjury in bankruptcy cases in 1604?  While ruling
out such archaic penalties, Stephanie Wickouski does believe "in
the need for criminal sanctions against bankruptcy fraud and for
consistent, effective enforcement of those sanctions."  She
decries the harm done to individuals through fraud schemes and
laments the resulting erosion in public confidence in the
judicial system.  This leading authoritative treatise on the
subject of bankruptcy fraud, first published in August 2000 and
updated annually with new material, will prove invaluable for
bankruptcy law practitioners, white collar criminal
practitioners, and prosecutors faced with criminal activity in
bankruptcy cases.  Indeed, E. Lawrence Barcella, Jr. of Paul,
Hastings, Janofsky, and Walker, in Washington, DC, says, "If I
were a lawyer involved in a bankruptcy matter, whether civil or
criminal, and had only one reference work that I could rely
upon, it would be this book."  And, Thomas J. Moloney with
Cleary, Gottlieb, Steen & Hamilton describes the book as "an
essential reference tool."

An estimated ten percent of bankruptcy cases involve some kind
of abuse or fraud. Since launching Operation Total Disclosure in
1992, the U.S. Department of Justice has endeavored to send the
message that bankruptcy fraud will not be tolerated.  Bankruptcy
judges and trustees are required to report suspected bankruptcy
crimes to a U.S. attorney. The decision to prosecute is based on
the level of loss or injury, the existence of sufficient
evidence, and the clarity of the law.  In some cases, civil
penalties for fraud are deemed sufficient to punish and deter.
Ms. Wickouski suggests that some lawyers might not recognize
criminal activity that the DOJ now targets for investigation.  
She gives several examples, including filing for bankruptcy
using an incorrect Social Security number, and receiving
payments from a bankruptcy debtor that were not approved by the
bankruptcy court.  In both of these real life examples, DOJ
investigations led to convictions and jail time.

Ms. Wickouski says that although new schemes in bankruptcy fraud
have come along, others have been around for centuries.  She
takes the reader through the most common traditional schemes,
including skimming, the bustout, the bleedout, and looting, as
well as some new ones, including the bankruptcy mill. The main
substance of Bankruptcy Crimes is Ms. Wickouski's detailed
analysis of the U.S. Bankruptcy Criminal Code, chapter 9 of
title 18, the Federal Criminal Code. She painstakingly analyzes
each provision, carefully defining terms and providing clear and
useful examples of actual cases.  She ends with a good chapter
on ethics and professional responsibility, and provides a
comprehensive set of annexes.

Bankruptcy Crimes is never dry, and some of the cases will make
you nostalgic for the days of ear-nailing.  This comprehensive,
well researched treatise is a particularly invaluable guide for
debtors' counsel in dealing with conflicts, attorney-client
relationships, asset planning, and an array of legal and ethical
issues that lawyers and bankruptcy fiduciaries often face in
advising clients in financially distressed situations.

Stephanie Wickouski is a partner in the Washington, D.C. firm of
Arent Fox Kintner Plotkin & Kahn, PLLC.  Her practice is
concentrated in business bankruptcy, insolvency, and commercial
litigation.

This book may be ordered by calling 888-563-4573 or through your
favorite Internet bookseller or through your local bookstore.

                          *********

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

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

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

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

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

                          *********

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

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

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

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

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

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