TCR_Public/011205.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, December 5, 2001, Vol. 5, No. 237


AMF BOWLING: Court Approves Exit Financing Commitment Letter
ANC RENTAL: Signs-Up Arthur Andersen as Independent Auditors
AMERICAN AIRLINES: S&P Nudges Low-B Ratings Down Another Notch
AMERICAN AMMUNITION: Shareholder Converts Note to Equity
ASARCO: Seeks to Adjust Credit Terms in Discussions with Banks

AT HOME: Reaches Deal With Other Broadband Service Providers
BMK INC: Files for Chapter 11 Reorganization in Los Angeles
BMK INC: Case Summary & 20 Largest Unsecured Creditors
BURLINGTON: Obtains Okay to Access Up to $125MM of DIP Financing
CHIQUITA BRANDS: Taps Kirkland as Lead Bankruptcy Counsel

COMDISCO: Water Tower Ends Equity Committee Engagement
CRIIMI MAE: Defers Fourth Quarter Dividend on Preferred Stock
DANBEL INDUSTRIES: Third Quarter Net Loss Burgeons to $10MM
DOMINIX INC: Defaults on Promissory Notes & Accrued Interest
EMMIS COMMS: Amends Unit's $1.29BB Sr. Secured Credit Facility

ENRON CORP: Obtains Court Approval of All First-Day Motions
ENRON: Fitch Drops Ratings to D, Expecting 20-40% Recovery Rates
ENRON CORP: S&P Junks Ratings on 5 Synthetic Transactions
ENRON: Moody's Junks Debt Ratings on Low Recovery Anticipation
ENRON GAS: Case Summary and 20 Largest Unsecured Creditors

EQUITEX INC: Closes Chex Services Acquisition Into Escrow
EXODUS: Court Okays Flaschen & Smits as Foreign Representatives
FEDERAL-MOGUL: Committee Taps Jefferies for Financial Advice
FRANK'S NURSERY: Hilco Merchant Begins GOB Sales at 12 Locations
FRIENDLY ICE CREAM: Fails to Complete Refinancing as Scheduled

GIMBEL VISION: Cross-Default of Credit Agreements Likely
GRAY COMMS: Acquires 73% Equity Interest in Starkes Tarzian
INSCI-STATEMENTS: Special Shareholders' Meeting Set for Dec. 21
INTEGRATED HEALTH: Rotech Files Plan & Disclosure Statement
LAIDLAW: Agrees to Let Safety-Kleen Directors File One Claim

LOEWEN GROUP: Court Confirms 4th Amended Plan of Reorganization
MCMS INC: Has Until February 18 to Decide on Unexpired Leases
MCLEODUSA: Houlihan & Skadden Orchestrate Recapitalization Plan
METALS USA: Seeks Okay of Proposed Interim Compensation Protocol
METROMEDIA INT'L: Won't Pay Preferred Stock Quarterly Dividend

MOSLER INC: Wants Removal Period Extended to January 31, 2002
NETCENTIVES INC: YesMail Pitches Highest Bid for Five Assets
OWENS CORNING: Seeks to Acquire 40% of JV Interest from Polar
PACKAGED ICE: Abelco Extends New $88MM Secured Credit Facility
PEACE ARCH: Completes Partial Refinancing of Subordinated Debt

PENTASTAR COMMS: Verizon Will Not Renew Agency Agreement in 2002
POLAROID CORP: Gets Okay to Hire Ordinary Course Professionals
PREMIER LASER: Inks 2nd Deal to Sell Assets to SurgiLight Inc.
PROTECTION ONE: Net Loss Jumps to $64.7MM in Nine-Month Period
RG RECEIVABLES: S&P Places B- Rating on CreditWatch Negative

REPUBLIC TECHNOLOGIES: Says Labor Pact Will Boost Reorg. Process
TECHNEST HOLDINGS: Capital Deficit Stands at $1MM as of Sept. 30
USG CORP: Court Okays Bilzen as Counsel to Property Claimants
URBANA.CA: Seeking Financing Alternatives to Ensure Survival
VENTUREQUEST: Plans to Seek New Financing to Continue Operations

VIALINK COMPANY: Leaves Nasdaq and Moves to OTC Bulletin Board
VIDEO UPDATE: Court Moves Plan Confirmation Hearing to Dec. 18
WINE.COM: Grocery Outlet Buys Over $4 Million in Inventory

* Meetings, Conferences and Seminars


AMF BOWLING: Court Approves Exit Financing Commitment Letter
Pursuant to the terms of their Chapter 11 Plan of
Reorganization, AMF Bowling Worldwide, Inc., and its debtor-
affiliates will distribute cash, notes, warrants and/or equity,
as the case may be, to holders of secured and unsecured claims
against the Debtors. The Plan authorizes the Debtors to enter
into an Exit Facility for the purpose of, among others, funding
the Debtors' Plan obligations, which shall generally be in the
form of either:

A. a term loan in the amount of $300,000,000 with an additional
   revolving loan of up to $90,000,000 to be provided by the
   Debtors' pre-petition Senior Lenders, or

B. a term loan in the amount of $300,000,000 with an additional
   revolving loan of $50,000,000 to be provided by an
   unidentified third party lender.

On November 15, 2001, the Debtors executed a commitment letter
with Bankers Trust Company whereby Bankers Trust has agreed to
provide exit financing to the Debtors. In addition to the
Commitment Letter, the Debtors also executed on November 15,
2001, a letter agreement with Bankers Trust and Deutsche Banc
Alex Brown Inc. outlining the various fees to be charged in
association with the Exit Facility. Deutsche, an affiliate of
Bankers Trust, will serve as the Arranger for the loans, which
are expected to be syndicated, and Bankers Trust shall serve as
Administrative Agent for the lenders.

By Motion, the Debtors seek the entry of an order approving
Debtors' Execution of Commitment Letter and Fee Agreement for
Exit Financing.

H. Slayton Dabney, Jr., Esq., at McGuireWoods LLP in Richmond,
Virginia, relates that the Debtors and their professionals have
discussed their exit financing needs with approximately 40
financial institutions since August 2000. Of the 40 financial
institutions contacted, 11 conducted due diligence and of those
eleven, 9 institutions concluded they had no interest in
providing exit financing to the Debtors or made proposals which
were patently insufficient. To date, only Bankers Trust has
provided a commitment to provide the exit financing required by
the Debtors.

Pursuant to the Commitment Letter, Mr. Dabney informs the Court
that the Exit Facility will consist of a $300,000,000 term
facility, which will be comprised of an A tranche in the amount
of $100,000,000 and a B tranche in the amount of $200,000,000,
and a $50,000,000 revolving credit facility. According to the
terms and conditions, the Term Facility will be made available
on the Closing Date and the proceeds used to make cash payments
to satisfy certain claims and expenses that are to be paid in
cash under the Plan.

Under the terms and conditions set forth in the Commitment
Letter, Mr. Dabney submits that the Debtors are obligated to
indemnify and hold harmless each Lender and each of the Lender's
directors, officers, employees, agents, attorneys and affiliates
from all losses, claims, damages, liabilities or other expenses
incurred by a Lender to the extent such losses, claims, damages,
liabilities or other expenses arise out of, relate to, or result
from an action taken by the Debtors in connection with the Plan,
the Debtors' reorganization, statements made in the Commitment
Letter or any use of the proceeds of the Exit Facility. The
Debtors shall have no obligation to indemnify a Lender or
Lenders if any loss, claim, damages, liability or other expense
results from the gross negligence or willful misconduct of such
Lender or indemnified person.

Pursuant to the Fee Agreement, the Debtors are required to pay
the following fees in conjunction with the Exit Facility:

A. Financing Fee: 2.75% of the Exit Facility with 10% ($962,500)
   of such fee due upon approval of the Commitment Letter by
   the Court. The remaining 90% of the fee ($8,662,500) shall
   be due on the Closing Date.

B. Commitment Fee: .5% per annum of the Exit Facility with such
   fee to begin accruing monthly from the date of Debtors'
   execution of the Commitment Letter to the Closing Date,
   payable monthly, following Court approval of the Debtors'
   execution of the Commitment Letter and Fee Agreement.
   Assuming a January 31, 2002 Closing Date, the total
   Commitment Fee that would be payable would be approximately

C. Breakup Fee: A fee of up to 50% of the Financing Fee payable
   in the event the Debtors obtain alternative financing to
   effectuate the Plan within 12 months from the date of the
   Commitment Letter, less amounts previously paid. The
   Breakup Fee shall not apply if the Debtors obtain
   alternative financing because:

     a. Bankers Trust has advised the Debtors it will not
        provide funding under the Exit Facility because of a
        failure of a condition precedent, provided the Debtors
        have used their reasonable best efforts to satisfy
        such condition, or

     b. the Debtors terminate the Commitment Letter as a result
        of an increase of 1.50% per annum in the interest
        rates set forth in the Commitment Letter as of the
        date of such letter.

D. Costs: $85,000 for certain costs and expenses incurred to
   date by Bankers Trust in connection with the preparation,
   negotiation and delivery of the Commitment Letter, payable
   upon approval by the Court of the Debtors' execution of the
   Commitment Letter and Financing Agreement.

Mr. Dabney states that the Commitment Letter requires the
Debtors to file this Motion to approve the Debtors' execution
and entry into the Commitment Letter and the Fee Agreement,
including authority for the Debtors to the pay the Financing Fee
and Commitment Fee as they become due. If Court approval as
specified above is not obtained on or before November 30, 2001,
Bankers Trust has no obligation to provide the Exit facility. In
addition, Closing on the exit facility must occur on or before
February 28, 2002.

Mr. Dabney explains that to date, and despite the Debtors'
attempt to solicit financing from multiple sources, Bankers
Trust is the only lender which has committed to provide exit
financing to the Debtors. Without exit financing, the Debtors
will not be able to make the various cash payments required by
the Plan and, therefore, will not be in a position to request
confirmation of their Plan. To avoid this situation, Mr. Dabney
tells the Court that the Debtors and their professionals have
acted expeditiously and prudently to ensure that exit financing
is available within the time frame set forth in the Debtors'

After negotiating with other financial institutions, the Debtors
believe the terms, conditions and fees set forth in the
Commitment Letter and the Fee Arrangement are competitive and
typical of similar arrangements for exit financing in comparable
chapter 11 cases. Granting the relief requested herein will
ensure that the Debtors have access to exit financing and will
facilitate the consummation of the Debtors' Plan, if the Court
confirms it on January 10 and 11, 2002.

Mr. Dabney states that the Breakup Fee contained in the Fee
Agreement should be approved by this Court both as a matter of
policy and under current case law because the Breakup Fee
constitutes merely 1.375% of the total Exit Facility. The basic
justification behind breakup fee provisions is "that the initial
offeror provides a valuable service by establishing a minimum
price for the assets to be sold and in creating a market for the
assets." Mr. Dabney asserts that the Breakup Fee is instrumental
to Bankers Trust's decision to provide the Exit Facility and is
one aspect of a commitment that was robustly negotiated at arms'
length over an extended period. It is also important to
reiterate that, to date, no other lender has committed to
provide exit financing to the Debtors. Accordingly, because the
Breakup Fee is reasonable and a necessary component of Bankers
Trust's commitment to provide exit financing, the Breakup Fee
should be approved.

             Unsecured Creditor's Committee Objects

Jonathan L. Hauser, Esq., at Troutman Sanders LLP in Richmond,
Virginia, relates that when the parties last appeared before the
Court, the Debtors insisted on finalizing the Disclosure
Statement without a commitment for exit financing while three
serious options were under consideration.  The Debtors argued
that the details of any such financing were too uncertain to be
more extensively disclosed but now, a mere 11 days later, the
Debtors ask this Court to approve one of those three options --
the Third Party Facility with Deutsche Banc Alex, Brown Inc. and
its affiliate Bankers Trust Company -- on an extraordinarily
expedited basis. Mr. Hauser contends that another serious and
more beneficial financing alternative is not only still
distinctly possible, but its availability will most likely be
known during the week of December 3.

Specifically, the Debtors seek expedited approval to execute a
Commitment Letter and Fee Agreement that would require the
Debtors to pay an immediate $962,500 financing fee and costs of
$85,000 plus approximately $145,000 per month until closing. In
addition, if the Debtors obtain alternative exit financing, they
must pay a total of over $4.8 million as a breakup fee. Deutsche
has required that these agreements obtain this Court's approval
by Friday, November 30, 2001.

Mr. Hauser notes that another third party is expected to advise
the Debtors whether alternative and preferable exit financing is
available no later than the first week of December. This
alternative financing, one of the three options the Debtors have
been exploring, would take the form of a bank financing and high
yield offering combined with third party equity financing. Mr.
Hauser explains that the High Yield Facility would provide more
cash to the Senior Lenders and would enable the Debtors to
propose a Plan that would provide a materially higher recovery
for unsecured creditors. This rush to authorize execution of the
Commitment Letter ignores the immediate prospect of this
alternative financing.

Mr. Hauser points out that the nearly $4,800,000 breakup fee is
a waste of assets of the Debtors' estates and completely
unreasonable under the circumstances. As this Court is aware
from previous hearings in this case, the Debtors have been
actively involved in discussions concerning three options for
exit financing -- the Deutsche and Bankers Trust facility and
the High Yield Facility, as well as a Senior Lender Facility not
relevant here. During the nearly year-long period that Deutsche
and Bankers Trust have been considering the Exit Facility, Mr.
Hauser states that they have not insisted that the Debtors sign
a commitment letter or pay any fee. Now, on the very eve of a
proposal of a potentially superior alternative facility, the
Debtors have been forced to sign an agreement that requires this
Court's expedited approval and includes an immediate $962,500
financing fee, a monthly commitment fee and a large breakup fee.

Mr. Hasuer tells the Court that no reasonable justification has
been or can be offered for the November 30 cutoff date,
particularly in light of the February 28 deadline - three months
later - to effectuate the contemplated financing transactions.
Furthermore, no reasonable justification has been or can be
offered for the breakup fee when the Deutsche and Bankers Trust
facility did not play the role of a "stalking horse" designed to
commit its proponents to minimum terms in hopes of eliciting
better and higher offers.

                            * * *

Finding that the execution of the Commitment Letter and Fee
Agreement is necessary and in the best interest of the Debtors
-- the Plan couldn't take effect without an Exit Facility in
place, the Court observes -- Judge Adams grants the relief
requested. (AMF Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

ANC RENTAL: Signs-Up Arthur Andersen as Independent Auditors
ANC Rental Corporation, and its debtor-affiliates move the Court
for an entry of an order permitting them to employ Arthur
Andersen LLP as their independent auditors, accountants and tax
consultants and to retain under a general retainer.

Wayne Moor, the Debtors' Senior Vice President and Chief
Financial Officer, relates that Arthur Andersen has been the
Debtors' independent auditors, accountants, and tax consultants
since the Debtors spun off from AutoNation, Inc. on June 30,
2000. Arthur Andersen was the independent auditor, accountants,
and tax consultants of the rental car operations of AutoNation,
Inc. since 1996. By reason of its standing relationship with the
Debtors, Mr. Moor claims that Arthur Andersen has acquired
invaluable knowledge of the Debtors' affairs, which would be
difficult and expensive for another firm to acquire.
Particularly for that reason, the Debtors believe that the
retention of Arthur Andersen as their independent auditors,
accountants and tax consultants is in the best interests of the
Debtors, their estates and their creditors.

Pursuant to a general retainer, Arthur Andersen has rendered
auditing and other services to the Debtors. Subject to further
order of this Court, Arthur Andersen will render the following
services to the Debtors:

A. perform audit services and limited quarterly review;

B. assist in the preparation of income tax returns through tax
   return review services and render other tax compliance and
   consulting services; and

C. render accounting assistance in connection with schedules
   required by the Court.

In addition, Arthur Andersen will consult with the Debtors'
management and counsel in connection with operating, financial
and other business matters relating to the ongoing activities of
the Debtors.

Michael B. Sullivan, a Partner of Arthur Andersen LLP, informs
the Court that the Firm will charge the Debtors for its
accounting services on an hourly basis in accordance with its
ordinary and customary rates as in effect on the date services
are rendered, subject to normal adjustment from time to time and
other factors plus all reasonable out-of-pocket expenses
incurred by Arthur Andersen in performing its accounting
services. The current hourly rates which Arthur Andersen has
informed the Debtors it charges for the accounting services of
its professionals are:

      Partners/Principals               $535
      Senior Managers/Managers          $390 - $450
      Seniors                           $240 - $270
      Staff and Paraprofessionals       $135 - $185

Mr. Sullivan submits that during the one year period prior to
the Filing Date, Arthur Andersen received approximately $895,200
in fees for services rendered to the Debtors.

Based upon the results of a restricted client database search of
the Debtors, its largest non-governmental unsecured creditors
and its secured debt holders, Mr. Sullivan contends that the
Firm has no prior business association with the Debtors,
Debtors' counsel, or the identified secured or unsecured
creditors in these Chapter 11 cases identified at the present
except as follows:

A. The Andersen audit and tax groups located in South Florida
   currently provide attest audit and tax related services to
   the Debtors. As of the petition date, Andersen does not
   believe it holds a claim against any of the Debtors. In the
   event that Andersen holds an unsecured claim against any of
   the Debtors' estates, Andersen agrees to waive any claim if
   the Court so requires.

B. Andersen performs attest audit services unrelated to this
   case for various secured and unsecured creditors. These
   creditors include General Electric Capital Corporation, GE
   Capital Commercial Mortgage Corporation, American National
   Corporation, Bank One, Heller Financial Services Limited,
   Intria-HP Corp., Autonation, Inc. f/k/a Republic
   Industries, Inc., United Energy Limited, United Energy
   Corporation, AT&T Corporation, AT&T Wireless Services,
   Inc., Shearson Lehman CMO, Inc., Credit Suisse First Boston
   Commercial Mortgage, Credit Agricole Indosuez, ABN AMRO,
   Banque Nationale de Paris, Chase, Summit, Deutsche Bank
   Capital Partners, Bank of Nova Scotia and Bank of Tokyo
   Mitsubishi Ltd. Additionally, Andersen provides tax
   advisory and other professional services from time to time
   to several of the above listed attest audit clients. The
   services performed, or currently being performed for these
   creditors, are unrelated to these Debtors or their
   bankruptcy cases.

C. Andersen has worked, continues to work and has mutual clients
   in unrelated matters with the law firm of Fried Frank LLP,
   counsel for the Debtors. The services performed or
   currently being performed for Fried Frank LLP or our mutual
   clients are unrelated to these cases.

D. The Debtors have numerous additional creditors and other
   parties with whom they maintain business relationships or
   have business disputes with. Andersen may have audit, tax,
   consulting or other professional relationships with such
   entities or persons or Andersen may, from time to time,
   perform professional services for such entities or persons
   unrelated to the Debtors' cases or their business affairs.
   (ANC Rental Bankruptcy News, Issue No. 3; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)

AMERICAN AIRLINES: S&P Nudges Low-B Ratings Down Another Notch
Standard & Poor's downgraded its senior unsecured debt ratings
for American Airlines, Inc., reflecting reduced asset protection
for unsecured creditors and application of revised criteria for
"notching" down of such debt ratings based on the proportion of
secured debt in a company's capital structure. The ratings
remain on CreditWatch with negative implications. The rating
actions do not indicate a changed estimate of default risk, but
rather poorer prospects for recovery on senior unsecured
obligations if the affected airlines were to become insolvent.
Accordingly, no corporate credit ratings or other types of debt
are affected; airport revenue bonds, though often senior
unsecured debt in a legal sense, are related to a specific
airport facility that has value in a bankruptcy reorganization,
and ratings of such bonds are not affected. Bank loan ratings
are affected where those facilities are unsecured.

The sharp deterioration in airline financial performance since
Sept. 11 has increased reliance on secured debt as the principal
form of airline debt funding. Although the federal loan
guarantee program may provide unsecured loans for some U.S.
airlines (the exact terms of the borrowings will vary from case
to case and remain to be determined), most borrowing is expected
to take the form of leases or secured debt for the foreseeable
future. Accordingly, senior unsecured creditors are likely to
continue to be in a disadvantaged position as regards asset
protection at many airlines due to the relatively high
proportion of secured debt and leases on their balance sheets.

             Senior Unsecured Debt Rating Lowered;
                Remain On CreditWatch Negative

                                               To      From
American Airlines Inc.  (BB/Watch Neg/B)       BB-     BB

AMERICAN AMMUNITION: Shareholder Converts Note to Equity
American Ammunition (OTCBB:AAMI) is pleased to announce that a
shareholder converted $7,553,600 in a note and accrued interest
into 1,510,720 shares of preferred stock.

In September 2001, a principal shareholder, Andres Fernandez,
converted Unsecured indebtedness of the Company to himself in
the amount of $7,553,600 for 1,510,720 shares of $5.00 Series A
Convertible Preferred Stock. The Series A Convertible Preferred
Stock provides for cumulative dividends at the rate of 8% per
year, payable quarterly, in cash or shares of the Company's
common stock at the Company's election. Each share of Series A
Convertible Preferred Stock is convertible into eleven shares of
the Company's common stock at any time after six months from
date of issuances of the Preferred Stock and prior to notice of
redemption at the option of the holder, subject to adjustments
for customary anti-dilution events. Mr. Fernandez, a Florida
resident, is an Officer and Director of the Company and is an
accredited investor. The Company relied on Section 4(2) of the
Act for such transaction.

Steve Durland, CFO comments "This restructuring reduces the
companies debt by more than 80% and changes equity from a
$4,000,000 deficit to a $3,700,000 positive equity. Obviously,
this transaction strengthens the company's balance sheet
significantly and should provide greater confidence, from both a
public and corporate viewpoint for the company moving forward.
This also demonstrates Mr. Fernandez's commitment to continue to
focus his efforts on the growth and strengthening of the
organization long term."

American Ammunition is an autonomous manufacturer of ammunition,
with the technology and equipment to take advantage of the
growing market. It has an excellent reputation within the
industry. The ammunition industry has experienced a 28% average
increase in revenues annually between 1991 through 1998, and the
trend is expected to continue through the year 2005 and beyond.
For further product information, please call 1-305-835-7400 or
visit the Web site at: For Investor  
Relations information, please call toll free: 1-800-288-7499 or

ASARCO: Seeks to Adjust Credit Terms in Discussions with Banks
Asarco, Inc., a subsidiary of Grupo Mexico S.A. de C.V.,
announced the payment of $50 million plus interest on its public
bond issue, which matures today.

Under the bond program issued by Asarco, the next payment is due
in 2003 followed by a payment in 2013.

In the coming days, Asarco also will hold meetings with a group
of creditors, headed by Chase Manhattan Bank, on its $450
million revolving credit agreement, which was granted in 1999 in
order to pay previously acquired debt with said banks. The
credit agreement matures in November 2002. Asarco has paid on
time 100 percent of the credit interests associated with this

In the meetings, Asarco will negotiate adjustment of terms and
conditions of the revolving credit agreement since the company
failed to comply with some financial ratios, as previously
announced Nov. 6. These failures derived from the steep drop in
the copper price, which reached 60 cents per pound in early
November, the lowest in current terms since 1987, and to the
fall of the market price of shares of the company's mining
subsidiaries. These facts, along with the restructuring of
operations and the liquidation of non-core assets and companies,
resulted in the reduction of Asarco's inventories and
receivables, thus negatively affecting the "borrowing base"
provided for in such credit.

Grupo Mexico expects that these negotiations will be
satisfactory, helping to reestablish the positive commercial
relationship between Asarco and its banks. They also should
allow Asarco to reach a favorable operating position and meet
required conditions and financial ratios.

Asarco is a major producer of copper, gold, silver, nickel and
various specialty metals. The 102-year old company is a
subsidiary of Americas Mining Corporation (AMC), established
last year as Grupo Mexico's mining division.  AMC is among the
world's largest integrated mining and refining companies and the
third-largest producer of copper.  It includes Grupo Mexico's
interests in Asarco, Inc. (100 percent), Minera Mexico (98.8
percent) and Southern Peru Copper Corp. (54.2 percent).  Minera
Mexico, based in Mexico City, is the largest mining company in
Mexico and among the world's lowest-cost producers of copper,
zinc and silver. Southern Peru Copper Corp., based in Lima, also
is among the world's lowest-cost copper producers.

AT HOME: Reaches Deal With Other Broadband Service Providers
Comcast Cable Communications, Inc., announced that it and a
group of other broadband service providers have reached a
definitive agreement with Excite@Home that ensures uninterrupted
high-speed service for its customers.

"Comcast's first priority is to provide reliable and high
quality service to our customers.  To that end, we have been
working around the clock to make sure our customers receive
uninterrupted high-speed Internet service," said Steve Burke,
president of Comcast Cable.  "We are pleased to announce an
agreement that ensures uninterrupted @Home service while we
begin to systematically transition our customers to a Comcast
owned and operated high-speed Internet system."

Under the terms of the new agreement, which is pending approval
by Bankruptcy Court Judge Thomas E. Carlson, Comcast will pay
$160 million to Excite@Home for three months of high-speed
Internet service.  This amount will be in lieu of the monthly
subscriber fees that would have been paid to Excite@Home.  
Comcast anticipates that all of its high-speed Internet
customers will be transferred to a new Comcast-owned and managed
network well in advance of the expiration of this three-month

"In order to avoid future situations like this, and to provide
our customers with the best in high-speed Internet reliability
and functionality, we are in the final stages of developing a
100% Comcast managed network, and we will shortly begin to
transition our customers to this new system," Burke said.

Comcast Corporation (Nasdaq: CMCSK, CMCSA) -- -- is principally involved in the  
development, management and operation of broadband cable
networks, and in the provision of electronic commerce and
programming content.  Comcast Cable is the third largest cable
company in the United States serving more than 8.4 million cable
subscribers.  Comcast's commerce and content businesses include
majority ownership of QVC, Comcast-Spectacor, Comcast SportsNet,
The Golf Channel and Outdoor Life Network, a controlling
interest in E! Networks, and other programming investments.  
Comcast's Class A Special and Class A Common Stock are traded on
the Nasdaq Stock Market under the symbols CMCSK and CMCSA,

BMK INC: Files for Chapter 11 Reorganization in Los Angeles
BMK Inc., a leading distributor of merchandise from cosmetics to
pet supplies to many of the nation's top supermarkets and
drugstores, said that it has filed a voluntary petition for
reorganization of its U.S. operations under Chapter 11 of the
Bankruptcy Code to facilitate a restructuring of the Company.

BMK also said that it has retained the respected financial
advisory firm of Houlihan Lokey Howard & Zukin Capital of Los
Angeles to assist in finding the right financial alternatives.

"We are looking for a partner who understands and is willing to
invest in our business and believes in its potential," said
Richard Craig, chief executive officer of BMK, which last year
had revenues of approximately $400 million. "This is a great
company with an excellent employee base and an outstanding
customer base."

Mr. Craig said that BMK is and has been profitable on an
operating basis, but that the Company's debt load and a soft
economy have had a negative impact on earnings. "This has
necessitated the restructuring of our balance sheet," he said.

Mr. Craig said that over the past 90-120 days, the Company has
made significant improvements to its business. "We have cut
annual operating costs by some $12 million by reducing our
workforce, consolidating facilities, cutting freight costs and
improving inventory turnover. I am confident that, with a
restructured balance sheet and the right capital structure, we
will have an exciting future," he said.

Mr. Craig said that neither customers, vendors nor employees
should notice any difference in the Company's operations during
the Chapter 11 process.

"The Chapter 11 proceeding should have virtually no impact on
daily operations," he said. "Our facilities will remain open,
and transactions will proceed in the ordinary course of
business. Our customers can be assured there will be no
interruption in the supply of merchandise. Vendors can be
assured that they will be paid for all post-petition goods and
services. Employees are expected to be paid as they always

To ensure that customer and vendor relationships remain intact
during the process, BMK said it has received commitments for
approximately $9.4 million in debtor-in-possession (DIP)
financing from a bank group agented by Heller Financial Inc. of
Chicago, a GE company.

The Company filed its Chapter 11 petition in the U.S. Bankruptcy
Court for the Central District of California in Los Angeles. The
Company's lead legal bankruptcy counsel is Peitzman Glassman &
Weg, LLP of Los Angeles. Corporate turnaround specialist The
Scotland Group, Inc. of Newport Beach, California, is assisting
management in reorienting the Company.

BMK is the nation's largest full-service distributor of general
merchandise, serving 44 states and most major grocery and drug
chains in the United States. Its U.S. operations are comprised
of three divisions. The Western operations do business primarily
as The Berton Company and Advantage Merchandising, both of
California, and Wasatch Service & Supply of Utah. BMK's Central
U.S. operations, which also serve East Coast customers,
primarily conduct business as Nationmark Merchandising &
Distribution of Texas, Jacks Service Company of Oklahoma and
M.W. Kasch of Wisconsin. The West and Central U.S. operations
focus on general merchandise. BMK's Somody subsidiary in
southern Minnesota focuses on specialty products. Nationwide,
the company has approximately 1,900 full-time and 500 part-time
employees. BMK also has a Hong Kong affiliate, Excite, Limited,
that is excluded from the Chapter 11 filing.

BMK INC: Case Summary & 20 Largest Unsecured Creditors
Lead Debtor: BMK Inc A Texas Corp.
             7101 E. Slauson Ave.
             City Of Commerce, CA 90040-3661  

Bankruptcy Case No.: 01-45961

Debtor affiliates filing separate chapter 11 petitions:

             Jacks Service Company
             Kasch Merchandising, Inc.
             Nationamark Mercahndising & Distributing Company
             Somody Merchandising
             Wasatch Service & Supply, Inc.
             WESCO Merchandising, Inc.
             Outsource Mercahndising Corp.

Chapter 11 Petition Date: December 3, 2001

Court: Central District of California (Los Angeles)

Judge: Alan M. Ahart

Debtors' Counsel: Lawrence Peitzman, Esq.
                  Peitzman, Glassman & Weg LLP
                  1801 Avenue of The Stars Ste.1225
                  Los Angeles, CA 90067

Debtor's 20 Largest Unsecured Creditors:

Entity                               Claim Amount
------                               ------------
The Hartz Mountain Corp.             $1,214,041
Michale Wingler/Terry
400 Plaza Drive
Secaucus, NJ 07094
Tel: 800 993 3000

Hasbro games                         $915,749
Belinda Refino
200 Naragansett Park Drive
Pawtucket, RI 02862-0200
tel: 401 431 8029

Leggs                                $793,593
401 hanes Mill Road
Winston-Salem, NC 27105
Tel: 336 519 2537

Quickie Manufacturing Corp.          $478,390
Kitty Henry
12058 A. Rojas Drive
El Paso, TX 79936
Tel: 800 257 5751

L&N Sales Marketing                  $419,131
2200 Byberry Road
Hatboro, PA 19040
Tel: 215 682 4806

Newell-Rubbermaid, Inc.              $396,134
4802 Femrite
Madison, WI 53716
Tel: 800 526 1182

Maisto International, Inc.           $377,132
7751 Cherry Avenue
Fontana, CA 92336
Tel: 909 357 7988

Axxess Technologies, Inc.            $375,430
Kelly Durfee
9185 S. Farmer Avenue
Tempe, AZ 85284
Tel: 800 876 7766

Golden Books                         $352,761
Scott Kerkis
10101 Science Drive
Sturtevant, WI 53177
Tel: 262 233 2431

Goody Products, Inc.                 $314,866
4802 Femrite
Madison, WI 53716
Tel: 800 526 1182

L'Oreal                              $304,587
35 Broadway
Cranberry, NJ 8512
Tel: 609 860 7573

Wilen Professional                   $302,970
Cherrie Tonge
13330 Lakefront Dr.
Earth City, MO 63045
Tel: 800 866 624 9300

3M                                   $290,288
Alan Provinzino
Building 223-5 S-07
St. Paul, MN 55144
Tel: 800 345 7561

Lego Systems                         $232,746

AM Products Co., Inc.                $226,208

Hoffmaster                           $224,169

Dyno Corporation                     $217,353

Helping Hand                         $203,844

Mattel                               $192,698

Imperial Toy Corp.                   $167,216

BURLINGTON: Obtains Okay to Access Up to $125MM of DIP Financing
According to Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger PA, in Wilmington, Delaware, Burlington Industries,
Inc.'s pre-petition senior secured revolving credit facility is
evidenced by:

  (a) a Credit Agreement, dated as of September 30, 1988, as
      amended and restated as of December 5, 2000, by and among
      Burlington, as borrower, the lenders party thereto, Chase
      JPMorgan Chase Bank, as administrative agent for the
      Lenders, and Chase Manhattan Bank USA, N.A., as fronting

  (b) a Guarantee Agreement, dated as of December 5, 2000, by
      and among certain of Burlington's domestic subsidiaries
      and Chase, as collateral agent;

  (c) a Pledge Agreement, dated as of December 5, 2000, by and
      among Burlington, the 2000 Credit Agreement Guarantors and
      the Collateral Agent;

  (d) a Security Agreement, dated December 5, 2000, by and among
      Burlington, the 2000 Credit Agreement Guarantors and the
      Collateral Agent; and

  (e) other ancillary documents related thereto, establishing a
      $525,000,000 million facility (as of September 30, 2001),
      consisting of revolving loans, letters of credit (not to
      exceed $50,000,000) and swing loans (not to exceed

Additionally, the Debtors are party to a trade receivables
facility evidenced by:

  (a) a Loan Agreement, dated as of December 10, 1997, among
      BIF, as the special purpose receivables subsidiary,
      certain financial institutions, as the liquidity lenders,
      Blue Ridge Asset Funding Corporation, as the conduit
      lender and Wachovia Bank, N.A., as agent for the lenders,
      establishing a $225,000,000 trade receivables facility;

  (b) an Amended and Restated Receivables Purchase Agreement,
      dated as of December 10, 1997, among B.I. Funding,
      Burlington and the other sellers party thereto;

  (c) the Security Agreement, dated as of December 10, 1997,
      among B.I. Funding, as grantor, Wachovia, as agent for the
      lenders and Wachovia, as collateral agent for the secured
      parties; and

  (d) other ancillary documents related thereto.

Mr. DeFranceschi explains that capacity under the Trade
Receivables Facility is tied to the amount of outstanding
eligible trade accounts receivable, up to $225 million.  As of
November 12, 2001, Mr. DeFranceschi notes, customer accounts
receivable, after deductions for high-risk accounts, discounts,
returns and allowances, had decreased by $96,700,000 since
September 30, 2000, to $130,000,000.  As of November 14, 2001,
Mr. DeFranceschi says, $91,100,000 in borrowings with original
maturities of up to 21 days was outstanding under the Trade
Receivables Facility.

Because cash is the lifeblood of the Debtors' business, Mr.
DeFranceschi tells the Court, it is essential that Burlington
obtain post-petition financing to continue ordinary course,
day-to-day operations, service customers, accomplish long-term
strategic business restructuring goals and effectuate a

Although the Debtors have considerable assets, Mr. DeFranceschi
explains, immediate access to credit under the DIP Facility is
necessary to enhance their liquidity and provide customers,
employees, vendors, suppliers and other key constituencies with
the confidence that the Debtors have more than sufficient
resources available to maintain their operations in the ordinary
course.  "The failure to have this liquidity or the full
cooperation of these parties at this time could cause the loss
of customer patronage and thereby impair the Debtors' ability to
maximize the value of their estates and reorganize
successfully," Mr. DeFranceschi warns.

Because of the urgency, Mr. DeFranceschi says, the Debtors must
obtain interim financing under the DIP Facility before the Court
holds the Final Hearing.

By Motion, the Debtors ask Judge Walsh for:

    (a) the entry of the Interim Order:

        (i) authorizing the Debtors to obtain credit under the
            DIP Facility;

       (ii) pending the Final Hearing, authorizing the Debtors
            immediately to obtain emergency post-petition loans
            under the DIP Facility in an amount not to exceed
            either $125,000,000 or, in the alternative,
            $75,000,000, for the period prior to entry of the
            Final Order.

      (iii) subject to the Carve-Out, granting to the Agent and
            the DIP Lenders superpriority administrative expense
            claims in respect of the Debtors' obligations under
            the DIP Facility and the Cash Management Obligations
            and, to secure payment of the obligations under the
            DIP Facility and the Cash Management Obligations,

            (A) subject to certain exceptions, first priority
                liens on all property of the Debtors' estates
                that is not encumbered by valid, perfected and
                non-avoidable liens as of the Petition Date,

            (B) first priority, senior "priming" liens on all
                property of the Debtors' estates that is pledged
                as collateral under the 2000 Credit Agreement,

            (C) junior priority liens on all other property of
                the Debtors' estates that is encumbered by
                valid, perfected and non-avoidable liens as of
                the Petition Date;

       (iv) authorizing the Debtors to use cash collateral and
            provide adequate protection to the pre-petition
            Lenders for the use of the cash collateral and any
            other pre-petition collateral, the priming of the
            pre-petition agent's liens and the imposition of the
            automatic stay imposed by section 362 of the
            Bankruptcy Code;

        (v) authorizing Burlington to purchase accounts
            receivable from B.I. Funding and enter into any
            related transactions under the terms set forth in
            the A/R Bill of Sale;

       (vi) modifying the automatic stay imposed by section 362
            of the Bankruptcy Code to permit the DIP Lenders, in
            their discretion, to take certain actions in respect
            of the DIP Facility and to permit certain other
            actions; and

      (vii) scheduling the Final Hearing within the next 20
            days; and

    (b) the entry of the Final Order approving the DIP Facility
        on a permanent basis, pursuant to section 364 of the
        Bankruptcy Code, which will permit the Debtors to obtain
        loans and letters of credit under the DIP Facility up to
        a principal amount of $190,000,000 outstanding at any
        time and that otherwise will be on substantially the
        same terms as the Interim Order.

According to Mr. DeFranceschi, the Debtors anticipate, and the
DIP Lenders require, that the Borrowing Base will include, among
other things, accounts receivable that Burlington and certain of
the Burlington Companies sold to B.I. Funding before the
Petition Date in connection with the Trade Receivables Facility.

As a result, and pursuant to certain restrictions under the
Trade Receivables Facility and the security interests in the
B.I. Funding Receivables in favor of Wachovia, as agent for the
Trade Receivables Facility lenders and as collateral agent for
the Trade Receivables Facility secured parties, Mr. DeFranceschi
says, B.I. Funding will not pledge any of the B.I. Funding
Receivables as collateral under the DIP Facility.  Likewise,
because B.I. Funding owns the B.I. Funding Receivables and they
remain subject to the terms of the Trade Receivables Facility
and the security interests of Wachovia, Mr. DeFranceschi notes,
Burlington may not pledge any of the B.I. Funding Receivables as
collateral under the DIP Facility.

To unlock the value of the B.I. Funding Receivables for the
Debtors by bringing them within the Borrowing Base under the DIP
Facility, Mr. DeFranceschi informs Judge Walsh that the DIP
Lenders are prepared to advance to Burlington under the DIP
Facility the sums required to purchase the B.I. Funding
Receivables from B.I. Funding, subject to the entry of the
Interim Order and, thereby, approval of the purchase.  A
significant portion of the total proposed availability under the
DIP Facility, and the effectiveness of the DIP Facility as the
primary source of liquidity for the Debtors during the crucial
"soft landing" stage of these chapter 11 cases, hinges on the
Debtors' ability to:

    (a) immediately purchase the B.I. Funding Receivables from
        B.I. Funding, thereby freeing them from the interests of
        the parties to the Trade Receivables Facility, including
        the security interests of Wachovia; and

    (b) pledge the B.I. Funding Receivables to the Agent and the
        DIP Lenders, as collateral and a crucial segment of the
        Borrowing Base under the DIP Facility.

After the DIP Lenders advance the funds to Burlington, Mr.
DeFranceschi says, Burlington will purchase the B.I. Funding
Receivables from B.I. Funding under the A/R Bill of Sale.  B.I.
Funding then will use the proceeds of Burlington's purchase to
satisfy all amounts owing to the agent, the conduit lender and
the lenders under the Trade Receivables Facility, Mr.
DeFranceschi relates.  In exchange, Mr. DeFranceschi says,
Wachovia will release all liens and security interests in the
B.I. Funding Receivables under the B.I. Funding Security
Agreement.  As a result, Mr. DeFranceschi explains, a percentage
of the value of pre-petition accounts receivable having a face
amount of approximately $180,000,000 and all post-petition
domestic accounts receivable will become available as collateral
to secure payment of the DIP Facility.  If needed, Mr.
DeFranceschi adds, Burlington then will be able to draw a
substantially greater amount of funding under the DIP Facility.
"This maximum funding is needed because the Debtors anticipate
facing as much as $135,000,000 or more in costs in connection
with the operation of their businesses during the next four to
five weeks of these chapter 11 cases," Mr. DeFranceschi reports.

If the Debtors do not obtain authority to purchase the B.I.
Funding Receivables and, thereby, increase their availability
under the DIP Facility, Mr. DeFranceschi advises the Court that
the Debtors will be forced to expend their limited cash reserves
(i.e., approximately $65,000,000) to fund their post-petition
business operations.  Although the Debtors believe that they may
be able to satisfy their projected post-petition obligations
from their cash reserves and the limited availability that would
exist under the DIP Facility, Mr. DeFranceschi says, there would
be little margin for error or unexpected charges.  Moreover, Mr.
DeFranceschi continues, it is uncertain that the Debtors would
have sufficient liquidity to instill confidence in, and obtain
the support of, their customers, employees, critical vendors and
service providers and other key constituencies, which is
absolutely critical to the Debtors' smooth transition to chapter
11 and their ultimate successful reorganization.  Thus, Mr.
DeFranceschi contends, without access to the maximum amount of
availability under the DIP Facility -- achievable only through
inclusion of the B.I. Funding Receivables in the Borrowing Base
-- the Debtors' liquidity levels could be restricted, which, in
turn, could lead to nervousness among key constituencies and a
long-term, negative impact on the Debtors' businesses.

That's why the Debtors are seeking authority under the Interim
Order to borrow up to $125,000,000 under the DIP Facility and
use up to $91,000,000 of those funds to purchase the B.I.
Funding Receivables from B.I. Funding under the A/R Bill of

                       *     *     *

Understanding the urgency for post-petition financing, Judge
Walsh immediately authorizes the Debtors to borrow or obtain
letters of credit pursuant to the DIP Credit Agreement.
Likewise, the Court permits the Guarantors to guarantee such
borrowings, up to an aggregate of $125,000,000, which shall be
used for the purpose of providing working capital for the
Borrower and the Guarantors, and for the repurchase of the
Receivables Portfolio sold to B.I. Funding pursuant to the
Existing Receivables Facility and payment of any related
transactions costs, fees and expenses, in accordance with the
DIP Credit Agreement.

In addition, the Court also immediately authorizes the Debtors
to incur overdrafts and related liabilities arising from
treasury, depository, and cash management services or in
connection with any automated clearing house fund transfers
provided to or for the benefit of the Debtors.

However, Judge Walsh makes it clear that no borrowings, letters
of credit, cash collateral, collateral or the Carve-Out may be
used to object to, contest, or raise any defense to the
validity, perfection, priority, extent or enforceability of the
Pre-Petition Debt, the Post-Petition Financing, or the liens
securing the Pre-Petition Debt or the Post-Petition Financing,
nor to assert any claims or causes of action against the Pre-
petition Agent, the Pre-Petition Secured Lenders, the Post-
Petition Agent, or the Post-Petition Lenders.

Judge Walsh will convene the Final Hearing on the Debtors'
motion on December 12, 2001 at 5:00 p.m. before the Court.  
Objections must be in writing and served upon:

    (i) Jones, Day, Reavis & Pogue
        77 West Wacker, Chicago, Illinois 60601
        Attn: Richard M. Cieri, Esq., and
              Michelle Morgan Harner, Esq.
        Fax : 312-782-8585


        Richards, Layton & Finger, PA
        One Rodney Square, Wilmington, Delaware 19899
        Attn: Mark D. Collins, Esq.,
        Fax : 302-658-6548

        (Debtors' counsel)

   (ii) Morgan, Lewis & Bockius LLP
        101 Park Avenue, New York, New York 10178
        Attn: Richard S. Toder, Esq.,
        Fax : 212-309-6273


        Klett Rooney Lieber & Schorling
        The Brandywine Building, 1000 West Street, Suite 1410
        Wilmington, Delaware 19801
        Attn: Adam G. Landis, Esq.,
        Fax : 302-552-4295

        (Attorneys for JPMorgan Chase as DIP Agreement Agent)

  (iii) Simpson, Thacher & Bartlett
        425 Lexington Avenue, New York, New York 10017
        Attn: Peter V. Pantaleo, Esq., and Robert Trust, Esq.,
        Fax : 212-455-2502


        Klett Rooney Lieber & Schorling
        The Brandywine Building, 1000 West Street, Suite 1410
        Wilmington, Delaware 19801
        Attn: Adam G. Landis, Esq.,
        Fax : 302-552-4295

        (attorneys for JPMorgan Chase as Pre-Petition Agent)

   (iv) the Office of the United States Trustee
        for the District of Delaware.

Objections should be filed with the Clerk of the United States
Bankruptcy Court, District of Delaware, no later than December
7, 2001 at 4:00 p.m. (Burlington Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

CHIQUITA BRANDS: Taps Kirkland as Lead Bankruptcy Counsel
Chiquita Brands International sought and obtained Court
authority to employ and retain Kirkland & Ellis as its lead
counsel in the prosecution of this Chapter 11 case, under a
general renewing retainer, effective as of the Petition

Robert W. Olson, the Debtor's Senior Vice President, General
Counsel and Secretary, relates that the holding company chose
Kirkland & Ellis because of the firm's extensive experience and
knowledge in the field of debtor's and creditors' rights and
business reorganizations under chapter 11 of the Bankruptcy Code
as well as its familiarity with the Debtor's business and
affairs, among others.

As lead counsel, the Debtor expects Kirkland & Ellis to:

  (a) advise the Debtor with respect to its powers and duties as
      debtor in possession in the continued management and
      operation of its business and properties;

  (b) attend meetings and negotiate with representatives of
      creditors and other parties in interest;

  (c) take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on
      the Debtor's behalf, the defense of any action commenced
      against the Debtor, negotiations concerning all litigation
      in which the Debtor is involved, and objections to claims
      filed against the estate;

  (d) prepare on behalf of the Debtor all motions, applications,
      answers, orders, reports and papers necessary to the
      administration of the estate;

  (e) negotiate and complete on the Debtor's behalf a plan of
      reorganization, disclosure statement, and all related
      agreements and/or documents, and take any necessary action
      on behalf of the Debtor to obtain confirmation of such

  (f) represent the Debtor in connection with obtaining post
      petition financing, as necessary;

  (g) advise the Debtor in connection with any potential sale of
      assets, as necessary;

  (h) appear before this Court, any appellate courts, and the
      United States Trustee and protect the interests of the
      Debtor's estate before such Courts and the United States

  (i) consult with the Debtor regarding tax matters; and

  (j) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtor in connection
      with this chapter 11 case.

In return, the Debtor proposes to pay Kirkland & Ellis on an
hourly basis and reimburse actual, necessary expenses and other
charges incurred - subject to the Court's approval.

Mr. Olson tells the Court that Kirkland & Ellis' hourly rates
are consistent with the rates charged in non-bankruptcy matters
of this type and are subject to periodic adjustments to reflect
economic and other conditions.  Mr. Olson further explains that
the hourly rates vary with the experience and seniority of the
individuals assigned and may be adjusted by the Firm from time
to time.  Because it is Kirkland & Ellis' policy to charge its
clients for all expenses incurred in connection with a client's
case, the Debtor anticipates it will reimburse charges for
photocopying (up to 15 cents per copy), witness fees, travel
expenses (limited to coach class travel), filing and recording
fees, long distance telephone calls, postage, express mail and
messenger charges, secretarial overtime, computerized legal
research charges and other computer services, expenses for
"working meals" and long-distance telecopier transmissions.

Presently, Kirkland & Ellis current hourly rates range from:

               $305 to $705 for partners
               $225 to $600 for of-counsel
               $185 to $510 for associates
                $50 to $210 for paralegals

Starting January next year, the firm's hourly rate will range

               $390 to $710 for partners
               $270 to $685 for of-counsel
               $225 to $510 for associates
                $55 to $215 for paralegals

Although there will undoubtedly be other K&E attorneys and
paralegals rendering services to the Debtor, K&E has advised the
Debtor that the current hourly rates applicable to the attorneys
and paralegals who will primarily be representing the Debtor in
connection with the Debtor's chapter 11 case are:

    (a) James H.M. Sprayregen  - $680 per hour
    (b) Matthew N. Kleiman     - $600 per hour
    (c) Anup Sathy             - $435 per hour
    (d) Samuel A. Schwartz     - $390 per hour
    (e) Jody S. Gale           - $295 per hour
    (f) Scott R. Zemnick       - $255 per hour
    (g) Rhonda A. Bledsoe      - $190 per hour

Mr. Olson explains that the Debtor desires to retain K&E under
the retainer arrangement because of the extensive legal services
that may be required and the fact that the nature and extent of
such services are not known at this time.

To date, Mr. Olson discloses, Kirkland & Ellis has received
approximately $2,053,000 from the Debtor's and/or its
subsidiaries' operating funds for the firm's pre-petition
services rendered during the period of one year prior to the
Petition Date.

Mr. Olson adds that the Debtor also gave the firm an advance
payment retainer from the Debtor's and/or its subsidiaries'
operating funds of approximately $250,000 for its pre-petition
and post-petition services and expenses to be rendered or
incurred for or on behalf of the Debtor.  "The Debtor has agreed
that any portion of the advance payment retainer not used to
compensate K&E for its pre-petition services and expenses
ultimately will be used by Kirkland & Ellis to apply against
other Kirkland & Ellis' bills, and will not be placed in a
segregated account," Mr. Olson relates.

Matthew N. Kleiman, Esq., a partner in the firm of Kirkland &
Ellis, assures the Court that Kirkland & Ellis is a
"disinterested person" as that term is defined in section
101(14) of the Bankruptcy Code.

Mr. Kleiman informs Judge Aug that the firm and the Debtor has a
long-standing working relationship as Kirkland & Ellis has
advised the Debtor in connection with certain corporate,
litigation, and other legal matters.  As of the Petition Date,
Mr. Kleiman says, the Debtor does not owe Kirkland & Ellis any
amounts for legal services rendered before the Petition Date.

However, Mr. Kleiman admits that the Firm and certain of its
partners, counsel and associates may have in the past
represented, may currently represent, and likely in the future
will represent parties in interest of the Debtor in connection
with matters unrelated to the Debtor and this case.

Due to the large volume of entities that the firm had to search,
in conjunction with the exigencies of the Debtor's situation,
Mr. Kleiman relates, Kirkland & Ellis was not able to complete
its conflicts search.  Mr. Kleiman promises to file a
supplemental affidavit as additional information is gathered.  
According to Mr. Kleiman, the firm also intends to periodically
review its files during the pendency of this chapter 11 case to
ensure that no conflicts or other disqualifying circumstances
exist or arise.  If any new relevant facts or relationships are
discovered or arise, Mr. Kleiman says, Kirkland & Ellis will
immediate submit a disclosure statement with the Court.
(Chiquita Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

COMDISCO: Water Tower Ends Equity Committee Engagement
Water Tower Capital, LLC asks the Court to approve the
conclusion of its retention by the Official Committee of Equity
Security Holders of Comdisco, Inc., as financial advisor,
effective as of the close of business on December 7, 2001.

Forest B. Lammiman, Esq., at Lord, Bissell & Brook, in Chicago,
Illinois, reminds the Court that the Equity Committee opposed
Hewlett-Packard Company's bid for the Debtors' Availability
Solutions Business.  According to Mr. Lammiman, this was due in
large measure to Water Tower's urging that the $750,000,000
price proposed by HP was inadequate.

Now, Mr. Lammiman confides, Water Tower perceives that it has
become a focal point of certain abrasions between the Debtors
and their former management.  For this reason, among others,
Water Tower wishes to conclude its engagement as financial
advisor.  Accordingly, Mr. Lammiman says, Water Tower and the
Equity Committee have agreed that Water Tower's engagement will
end on December 7, 2001.

Water Tower wishes to cooperate in an orderly and amicable
transition to conclude its services to the Equity Committee, and
to assure that information is made available to Water Tower's
successor, Mr. Lammiman tells Judge Barliant.  Thus, Mr.
Lammiman relates, Water Tower has already met with its proposed
successor, preserved all of its records, and will make them
available to the Equity Committee and its professionals on such
terms as they may reasonably request.  Those records will be
preserved by Water Tower until the end of these chapter 11 cases
and through any later date that the Equity Committee shall
reasonably request, Mr. Lammiman adds.

The Consulting Agreement provides that the parties may conclude
the engagement either:

    (a) pursuant to an order of this Court, or

    (b) by one party providing a 30-day notice to the other

A 30-day notice is not practicable at this juncture, Mr.
Lammiman notes.  Accordingly, Water Tower asks that the Court
simply terminate the Consulting Agreement. (Comdisco Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,

CRIIMI MAE: Defers Fourth Quarter Dividend on Preferred Stock
The board of directors of CRIIMI MAE Inc. (NYSE: CMM) deferred
the payment of dividends on CRIIMI MAE's Series B, Series E,
Series F and Series G Preferred Stock for the fourth quarter of
2001 for an indefinite period.  Since emerging from Chapter 11,
CRIIMI MAE has paid quarterly dividends on its preferred stock
in the form of shares of common stock.

Chairman William B. Dockser said the Company will consider
deferring future quarterly dividend payments while the Company
attempts to refinance its secured borrowings incurred in
connection with its refinancing.  The documents evidencing the
secured borrowings contain restrictions on CRIIMI MAE's ability
to pay cash dividends.  Quarterly dividends on all series of
CRIIMI MAE's preferred stock are cumulative to the extent not

"We believe the negative effects of issuing common stock
dividends impede the Company's efforts to refinance its secured
borrowings.  Therefore, this action is believed to be in the
best interests of both the preferred and common stockholders,"
said Mr. Dockser.

CRIIMI MAE Inc. holds a significant portfolio of commercial
mortgage- related assets and performs, through its servicing
subsidiary, mortgage servicing functions for $19.5 billion of
commercial mortgage loans.  Assets totaled approximately $1.4
billion as of September 30, 2001, including approximately $1.2
billion of commercial mortgage-backed securities ("CMBS") and
insured mortgage securities, and $63.4 million of restricted and
unrestricted cash ($8.5 million of which is held by the
Company's servicing subsidiary).

For further information, see the Company's Web site:  

DANBEL INDUSTRIES: Third Quarter Net Loss Burgeons to $10MM
Danbel Industries Corp. (TSE: DDI) reports third quarter 2001
results reflecting a substantial decrease in gross sales and
increase in losses. The Company posted sales of $ 7,175,000 in
the quarter, down 53.3 percent from $15,363,000 in the
comparable quarter of 2000. For the nine months, sales decreased
by 34.9 percent to $31,767,000 compared to $48,778,000 for the
same period in 2000. Net loss for the third quarter was
$10,067,000 compared to $185,000 for the same period in 2000.
For the nine months, net loss increased to $12,661,000 from
$892,000 profit in 2000.

Pursuant to a court order, Danbel Inc., American Lantern (1998)
Inc., Danbel Security Lighting Inc., JSL Lighting (2000) Corp.
and JSL Lighting (2000) Inc., all wholly owned subsidiaries
(Subsidiaries), were put into interim receivership by the
Company's senior secured lender effective August 23, 2001. The
senior lender made demand under the terms of the Credit
Agreement in place between the senior lender and certain of its
Subsidiaries and served Notices of Intention to Enforce Security
pursuant to the Bankruptcy and Insolvency Act.

Management has been informed by the Interim Receiver that they
intend to operate the Companies on a "going concern" basis.
However, due to appointment of an Interim Receiver, management
has no control over the continued operations of these
Subsidiaries and there is no assurance that these Subsidiaries
and accordingly the Corporation, will continue to be
operated on a "going concern" basis. All the Officers and
Directors of the wholly-owned subsidiaries resigned on or prior
to the Interim Receivership Court Order. In addition, Mr. H.
Stanley Ornstein, resigned as C.F.O. of the Company shortly

Subsequently, the Interim Receiver, Richter & Partners Inc.,
filed an assignment under section 49 of the Bankruptcy
Insolvency Act, solely in its capacity as Court appointed
Interim Receiver of J.S.L Lighting (2000) Corp. on August 31,
2001. Richter & Partners Inc. was appointed Trustee.

The Company's financial statements have been prepared on the
basis of net realizable value as the Interim Receiver and
appointed Trustee has indicated that any assets that cannot be
sold on a going concern basis will be liquidated. Consequently,
certain provisions and allowances have been provided for and are
reflected in these financial statements.

The Company's issued common shares have been reduced by 300,000
shares, valued at $375,000, to reflect the cancellation of the
performance shares available to a senior officer of the company
due to the bankruptcy of JSL Lighting (2000) Corp.

On August 23, 2001, TSE announced they are reviewing the common
shares of Danbel Industries Corporation (DDI) with respect to
meeting continued listing requirements. The Company has been
granted 120 days in which to regain compliance with these
requirements, pursuant to the Remedial Review Process.

Subsequent to the Interim Receivership Court Order and the
J.S.L. Lighting (2000) Corp. petition into bankruptcy, Mr. James
G. Gettis and Mr. Benjamin Swirsky, directors of the Company,
submitted their resignations. The Company would like to thank
both of them for providing their advice and dedication while
serving on the Board of Directors . The Company would like to
welcome Mr. Michael Singer, one of the Company's corporate
solicitors, to the Board of Directors. Mr. Singer brings
extensive experience in corporate matters that we shall draw

DOMINIX INC: Defaults on Promissory Notes & Accrued Interest
Dominix, Inc. is a Delaware corporation, which completed its re-
incorporation in August 2000. Prior to August 2000, it was a
Colorado corporation whose name was Medical Management Systems,
Inc. In May and June 2000 the Company conducted an Exchange
Offer wherein it acquired over 99% of the stock of, Inc., which operates several web sites that
make books, primarily reference books, e-education, legal
materials, and educational materials available for free and to
paid subscribers.  

On January 2001, the Company acquired International Controllers,
Inc., a privately held Delaware corporation in an exchange of
stock transaction  with its principal.  ICON is a
telecommunication technology and marketing company that builds  
telecommunication portals focusing on ethnic communities which
the company calls eClubs(TM).  The Company has focused its
activities on its telecommunication strengths by concentrating
on the eClubs telecommunication business model.  

On May 2001, the board of directors approved a Company name
change to eClubsworldwide to more accurately reflect the
business.  The Company has not yet filed the necessary papers to
the State of Delaware, NASD and the SEC to formally affect the
change in name of the company but intends to do so in the
future.  On July 2001,  the Company expanded its  business by
entering the out-sourced call center business with a  marketing
and network management agreement with a leading Call Center in
the Philippines.

                     Results of Operation

For the years ended December 31, 1999 and 2000, and the nine
months ended September 30, 2001,  the Company has incurred
losses of approximately $4,266,000, $8,894,000 and $3,489,000,  
respectively, and as of September 30, 2001, had a working
capital deficiency of approximately $3,754,000.  The Company may
incur additional losses thereafter, depending on its ability to
generate earnings from its ICON acquisition, or enter into any
or a sufficient number of joint ventures.  The Company is in
default on promissory notes and accrued interest thereon,  
totaling $297,383, as of September 30, 2001. These factors raise
substantial doubt about the  Company's ability to continue as a
going concern.

Dominix is no longer considered a development stage company.  As
a result of the ICON acquisition, significant revenue generating
operations have commenced and are anticipated to continue.  As
with most companies in the telecommunication business, the
Company was affected by the events that unfolded on September
11, 2001, wherein the Company experienced several  network
outages which directly affected its ability to service its
clients, which in turn had an effect on revenues.  In addition,
because of the demise of several telecommunication  companies,
the company experienced network interruptions and had to reroute
service to other  carriers. On July 2001, the Company had to
suspend operations on its eClub de Venezuela  partnership due to
new regulatory provisions in Venezuela.  eClub de Venezuela is
currently seeking partners so that it can meet the new minimum
capitalization requirements needed to renew its value added
telecommunication license in Venezuela.

Dominix had revenues on a consolidated basis of $736,306 for the
three-month period ended  September 30, 2001, whereas there were
no revenues for the comparable three-month period of the prior
year.  The revenues reported during the three-month period ended
September 30, 2001, were primarily due from the operations of

During the three-month period ended September 30, 2001, Dominix
had a net income from operations on a consolidated basis of
$148,508 compared to a loss from operations of $496,986 for the
same period of the prior year.

At September 30,2001 the Company had total current assets of
$452,837 and total assets of $5,244,655.  A significant portion
of the assets can be attributed to the goodwill booked as part
of the ICON acquisition.  Total current liabilities were
$4,206,901 at September 30,2001, a large portion of which is the
assumption of debt of ICON which was used to develop the IQ  
switching and software technology as well as developing the
eClubs ethnic marketing concept.  The accounts payable at
September 30,2001 was $1,020,237.  Cash flow used by operating  
activities were $287,181 for the nine-month period ended
September 30, 2001.

In order for Dominix to meet its operating expenses, it utilized
loans and convertible  debenture notes in the amount of $354,182
for the nine-month period ended September 30, 2001.  To help
finance its operations and grow its business plan, the Company
has instituted a financing program wherein it has solicited its
original shareholders to reinvest in the Company. The next phase
of the plan is to raise money through a registration process,
which the Company plans to implement by the start of the 4th  
quarter of 2001 to 1st Quarter 2002.  The continues to work on
programs that will generate revenues from its eClubs, call
center  and e-Rate projects to reduce dependence on outside
financing.  No assurance can be given that the Company can
continue to obtain financing for working capital or sell all or
any of its securities, or obtain a loan against its securities,
or if obtained that such funding will not cause substantial
dilution to shareholders of the Company.

EMMIS COMMS: Amends Unit's $1.29BB Sr. Secured Credit Facility
Emmis Communications Corporation (Nasdaq: EMMS) announced the
amendment of the existing $1.29 billion senior secured credit
facility of Emmis Operating Company, a wholly-owned subsidiary
of Emmis Communications.

"Emmis is committed to reducing its leverage and is working on a
number of alternatives," Emmis EVP & CFO Walter Berger said.  
"Today's announcement is another step toward addressing this
issue while we work through this process to arrive at an
appropriate capital structure."

The amendment provides Emmis with financial covenant relief
through Dec. 1, 2002.  Specifically, for the next four quarters
the total leverage ratio will be increased to 8.5x and the
senior leverage ratio will be increased to 6.5x, while the
interest coverage ratio is reduced to 1.4x and the pro forma
debt service coverage ratio is reduced to 1.05x. The amendment
also provides for an extension of this covenant relief through
Aug. 31, 2003, under certain conditions.

In addition, due to the difficult economic environment,
intensified by the tragic events of September 11, the company is
providing the following updated 3rd and 4th quarter and full-
year guidance for net revenues, cash flow and after-tax cash

Estimates, in millions, except ATCF:              
                     Q3 FY2002       Q4 FY2002      FY 2002

Net Revenue

    Radio              $65.3           $52.5        $255.3
    TV                  52.2            45.2         203.7
    Publishing          18.7            16.0          70.4
    Interactive          0.3             0.3           0.8
   Total net revenue   136.5           114.0         530.2

Broadcast Cash Flow

    Radio               29.7            17.2         112.7
    Television          16.3            10.7          64.0
    Publishing           2.8             1.2           7.1
    Interactive         (0.3)           (0.3)         (0.9)
       Total BCF        48.5            28.8         182.9
    Corporate            5.7             5.6          20.7
    EBITDA before
     certain charges    42.8            23.2         162.2
    ATCF per share       0.36            0.14          1.32

EMMIS Communications is an Indianapolis-based diversified media
firm with radio broadcasting, television broadcasting and
magazine publishing operations. EMMIS' 20 FM and 3 AM domestic
radio stations serve the nation's largest markets of New York,
Los Angeles and Chicago as well as Denver, Phoenix, St. Louis,
Indianapolis and Terre Haute, IN. In addition, EMMIS owns two
radio networks, three international radio stations, 15
television stations, award-winning regional and specialty
magazines and ancillary businesses in broadcast sales and

ENRON CORP: Obtains Court Approval of All First-Day Motions
Enron (NYSE: ENE) announced that the U.S. Bankruptcy Court for
the Southern District of New York approved all of the company's
first day motions, which are intended to support its customers,
employees, trading counterparties and other business partners;
and to obtain interim financing authority and maintain existing
cash management systems.

Enron's financial and operational stability going forward were
enhanced through the granting of the following motions:  Payment
of pre-petition and post-petition employee wages, salaries,
business expenses and benefits, including medical, for current
employees, during the company's voluntary restructuring under
Chapter 11; and approval for immediate use of the first $250
million of the proceeds of the debtor-in-possession (DIP) funds
to continue operations, pay employee salaries and wages, and
fulfill post- petition vendor obligations.  The Court also
approved an initial payment of $4,500 for each employee who
might become severed.

Kenneth L. Lay, chairman and CEO of Enron, said, "We are pleased
with the Court's prompt approval of all of our 'first day
orders.'  These first day orders will enable the company to
continue operating and take care of our remaining employees as
we commence what will be an orderly and intensive strategic
restructuring process."

A final hearing to consider approval of the DIP financing is
scheduled for Jan. 7, 2002.  The case has been assigned to the
Honorable Bankruptcy Judge Arthur Gonzalez.

Enron Corp. 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 .

                              *   *   *

According to DebtTraders, Enron Corp.'s 7.875% bond due in 2003
(ENRON1) trades between 19 and 23. For real-time bond pricing,

ENRON: Fitch Drops Ratings to D, Expecting 20-40% Recovery Rates
Fitch lowers Enron's senior unsecured, subordinated debt, and
preferred stock ratings to 'D' and removes them from Rating

The commercial paper rating of 'C' had been previously
withdrawn. The 'CC' rating of pipeline subsidiaries Northern
Natural Gas Co. and Transwestern Pipeline Co. are maintained as
they were not included in the bankruptcy petition, and they
remain on Rating Watch Negative. Senior secured notes of Marlin
Water Trust II and the senior secured notes of Osprey Trust are
lowered to 'D' from 'CC'. The default rating on Marlin and
Osprey, both affiliated partnerships of Enron, reflects the
default by Enron through its bankruptcy filing, under its
obligations to these partnerships.  As further defined below,
Fitch expects recovery rates on senior unsecured claims in the
20% to 40% range, with subordinated and preferred stock recovery
rates significantly less.

Over the last few days, Enron faced insurmountable financial
challenges coming from an overwhelming debt burden, increasing
liquidity demands from off-balance sheet vehicles, and
collateral calls from counterparties in its trading operations.
The circumstances preceding this liquidity crisis, namely an
inability of Enron to gain the confidence of customers,
counterparties, and the banks in its financial condition,
created an overwhelming financial burden and disruptions to
Enron's businesses, particularly its wholesale trading business.
In fact, Enron's wholesale trading, mostly conducted through
Enron OnLine, once the largest generator of earnings and cash
flows (each approximately 75%), and once considered a very
valuable property, has for all practical purposes ceased
operations and in a post-bankruptcy scenario, may in fact be
difficult to resurrect. Consequently, Fitch believes without
tangible assets, the trading business may be of little future
value unless it can quickly resume operations, although even
then it is unlikely to return to its dominant position.

Enron has substantial physical assets, consisting of natural gas
pipelines and an integrated electric utility, as well as equity
interests in a portfolio of pipelines, power plants, and other
miscellaneous energy assets. The pipelines are largely
encumbered, and the electric utility is under contract of sale,
which while generating approximately $1.8 billion in cash
proceeds and equity, will not be received until next year
assuming the contract of sale survives bankruptcy. The
miscellaneous joint ventures and equity interests, includes
approximately $800 million in assets already under contract of
sale. Fitch believes that there continues to be values in this
remaining portfolio, but the size and timing of realizing such
is unknown at this time.

Should Enron emerge from bankruptcy, it will be a materially
smaller and different company, and Fitch considers a liquidation
of Enron's bankruptcy estate, rather than reorganization, a
distinct possibility. The success in securing an adequate
Debtor-In-Possession financing package and securing credit
support for the wholesale trading business, possibly through a
joint venture, will be tantamount to Enron's reorganization, and
determine future creditor recovery rates. Also affecting
recovery rates, will be the outcome of already filed litigation
including expected claims against Dynegy, the independent
accountants, and other parties.

Based on the complexity of Enron's financial and business
structure, Fitch expects a protracted bankruptcy period,
exacerbated by claims and litigation from many different
creditor, customer, investor, and employee interests. Fitch
considers significant levels of recovery for unsecured debt
holders as unlikely, with the 'D' rating indicating a recovery
level below 50%. Fitch will continue to monitor the bankruptcy
situation and the status of the various creditor classes and
expects to provide periodic updates with respect to potential
recovery rates.

ENRON CORP: S&P Junks Ratings on 5 Synthetic Transactions
Standard & Poor's lowered its ratings on five synthetic
transactions related to Enron Corp. In addition, the ratings on
the transactions were removed from CreditWatch with developing
implications and placed on CreditWatch with negative

The lowered ratings and CreditWatch placements reflect Standard
& Poor's Nov. 30, 2001 rating action taken on Enron Corp. P.
These synthetic issues utilize a credit default swap referencing
Enron Corp. The ratings on these synthetic issues reflect the
current senior unsecured rating of Enron Corp.

     Outstanding Ratings Lowered, Removed From Creditwatch      
         Developing And Placed On Creditwatch Negative

               Enron Credit Linked Notes Trust
               $500 million credit linked notes


                    To               From
                    CC/Watch Neg     B-/Watch Dev

               Enron Credit Linked Notes Trust II
               $500 million credit linked notes


                    To               From
                    CC/Watch Neg     B-/Watch Dev

               Enron Euro Credit Linked Notes Trust
               Eur200 million credit linked notes


                    To               From
                    CC/Watch Neg    B-/Watch Dev

               Enron Sterling Credit Linked Notes Trust
               (pound)125 million credit linked notes


                    To               From
                    CC/Watch Neg     B-/Watch Dev

                    Yosemite Securities Trust I
                 $750 million credit linked notes


                    To               From
                    CC/Watch Neg     B-/Watch Dev

ENRON: Moody's Junks Debt Ratings on Low Recovery Anticipation
Moody's Investors Service downgraded Enron Corp's senior
unsecured debt ratings to Ca from B2. The commercial paper is
also confirmed at the Not-Prime rating following the
announcement that Enron Corp. along with certain of its
subsidiaries, have filed voluntary petitions for Chapter 11
reorganization with the U.S. Bankruptcy Court for the Southern
District of New York. There is approximately $12.4 billion of
long-term debt instruments that are affected.

Moodys' said that the downgrade reflects the expectation of low
recovery rates on senior unsecured. Moody's also lowered
Northern Natural Gas' ratings to B3, from B2,and left the
ratings under review for further possible downgrade. Northern
Natural was not included in the bankruptcy filing. The rating
agency will continue to monitor the pipeline's ability to meet
its debt service obligations as well as the potential for it to
be included in Enron's reorganization.

Rating actions:

     * Guaranteed Senior Notes (Northern Natural Gas) B3 from
       B2, under review for further downgrade

     * Senior Unsecured Notes Ca from B2

     * Senior Subordinated Notes C from Caa1

     * Senior Secured or Conv./Exch. Sr. Sec. Shelf      
          (P)Ca/(P)C/(P)Ca/(P)C from

     * Guaranteed Cum. Trust Preferred C from Caa2

     * Senior Subordinated Shelf (P)C from (P)Caa1

     * Cum. Guaranteed Preferred Stock Shelf (P)C from (P)Caa3

     * Marlin Water Trust (Senior Unsecured) C from Caa2

     * Marlin Water Trust II (Backed Sr. Sec.) C from Caa1

     * Osprey Trust (Backed Sr. Sec.) C from Caa1

     * European Power Limited Company (Sr. Sec.) C from Caa1

Enron is one of the world's largest energy companies. The
company produces electricity and transports natural gas,
develops, constructs and operates energy facilities, and markets
and delivers physical commodities and financial and risk
management services. The company headquarters is in Houston,

ENRON GAS: Case Summary and 20 Largest Unsecured Creditors
Debtor: Enron Gas Liquids, Inc.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 01-0116048

Type of Business: Enron Gas Liquids, Inc. is engaged in the
                  physical trading of the methanol, MTBE,
                  natural gas liquids and related products.

Chapter 11 Petition Date: December 3, 2001

Court: Southern District of New York

Debtors' Counsel: Melanie Gray, Esq.
                  Weil, Gotshal & Manges LLP
                  700 Louisiana, Suite 1600
                  Houston, Texas 77002
                  Telephone: (713) 546-5000


                  Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  Telephone: (212) 310-8000

Total Assets: $41,289,235

Total Debts: $41,289,235

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
EOTT Energy Liquids, L.P.   Trade Debt            $6,559,377
9 E Lockerman St.
Dover, DE USA

Duke Energy Transport       Trade Debt            $3,412,425
and Trading Company
904B N. Glendale
Halletsville, TX USA

Enterprise Natural Gas      Trade Debt            $2,953,166
Liquids, LLC
1301 McKinney St., Suite 700
Houston, TX USA

Noble Americas Corp.        Trade Debt            $1,562,298
333 Ludlow St., Suite 1230
Stamford, CT USA

El Paso Offshore            Trade Debt            $1,472,245
Gathering &
Transmission Company
P.O. Box 911786
Dallas, TX USA

Dynegy Liquids              Trade Debt            $1,467,024
Marketing and Trade
1000 Louisiana, Suite 5800
Houston, TX USA

EOTT Energy Liquids, L.P.   Trade Debt            $1,351,595
9 E Lockerman St.
Dover, DE USA

ExxonMobil Gas              Trade Debt            $1,351,296
Marketing Company
P.O. Box 2180
Houston, TX USA

El Paso Merchant Energy,    Trade Debt            $1,348,725
P.O. Box 2511
Houston, TX USA

Conoco Inc.                 Trade Debt              $933,187
P.O. Box 27-247
Kansas City, MO USA

Duke Energy NGL             Trade Debt              $894,600
Services, LLC
5718 Westheimer, Suite 2000
Houston, TX USA

Duke Energy Merchants LLC   Trade Debt              $848,925
10777 Westheimer, Suite 650
Houston, TX USA

AEP/HPL                     Trade Debt              $658,138
1201 Louisiana, 11th Floor
Houston, TX USA

Trafigura AG                Trade Debt              $553,875
675 3rd Ave., Suite 1018
New York, NY USA

Kirby Inland Marine         Trade Debt              $527,834
P.O. Box 200788
Houston, TX USA

Valls International, Inc.   Trade Debt              $475,658
P.O. Box 2505
Corpus Christi, TX USA

Anadarko Energy             Trade Debt              $436,469
Services Company
P.O. Box 1330
Houston, TX USA

Morgan Stanley Capital      Trade Debt              $418,950
Group Inc. Total
1251 Avenue of the Americas
New York, NY USA

Trinidad & Tobago           Trade Debt              $389,563
Methanol Company
Atlantic Avenue
Point Lisas
P.O. Box 457
Trinidad, Trinidad & Tobago

Burlington Resources        Trade Debt              $371,045
Trading Inc.
5051 Westheimer, Suite 1400
Houston, TX USA

The Lubrizol Corporation    Trade Debt                    $0

EQUITEX INC: Closes Chex Services Acquisition Into Escrow
Equitex, Inc. (Nasdaq: EQTX) announced that on November 30, 2001
it closed its acquisition of Chex Services, Inc., of Minnetonka,
Minnesota, into escrow pending execution of certain documents
required for closing.  Execution of the required documents is
expected within the next two weeks which will automatically
break escrow and officially close the transaction.

Chex Services' Financial Service Centers allow casino patrons to
access cash through check cashing, credit/debit card cash
advances, automated teller machines and wire transfers,
depending on the location.  Chex Services' check and credit card
advance systems allow the company to compile detailed
demographic data about patrons using these services that can be
used by the casino operators in their marketing efforts.

Equitex, Inc. is a holding company operating through its wholly
owned subsidiaries Nova Financial Systems and Key Financial
Systems of Clearwater, Florida.  Nova and Key design and service
credit card products for those who need to build or rebuild
credit; marketed through direct mail, print media, telemarketing
for financial institutions and the Internet through alliances
with a number of popular Internet web sites.

EXODUS: Court Okays Flaschen & Smits as Foreign Representatives
Exodus Communications, Inc., obtained Court approval to appoint
Evan D. Flaschen, Esq., and Anthony J. Smits, Esq., as official
foreign representatives of the Debtors' estates in foreign
matters, including foreign insolvency proceedings, and as the
emissaries of this Court in seeking cooperation and
harmonization with foreign countries as the need may arise.

As requested, the Foreign Representatives are appointed and
instructed to:

A. act as the representative of the Debtors' estates, and to
   seek formal recognition as such, in Relevant Foreign
   Proceedings and Other Foreign Situations;

B. where appropriate under the circumstances, act in the name of
   the Debtors in Relevant Foreign Proceedings and Other
   Foreign Situations and speak and sign pleadings and
   documents in the name of, and binding upon, the Debtors;

C. serve as this Court's emissaries to the courts in which
   Relevant Foreign Proceedings are proceeding, in order to
   convey to such courts the orders entered by this Court and
   any requests that this Court may wish to direct to such

D. seek and promote wherever possible the coordination and
   harmonization of the within chapter 11 proceedings with
   Relevant Foreign Proceedings and Other Foreign Situations
   with the objective of preserving and continuing the
   relevant members of the Exodus Group as going concerns in
   order to maximize their value for the benefit of all
   stakeholders wherever located;

E. seek and promote wherever possible the coordination of the
   within chapter 11 proceedings with any other foreign
   matters involving governments, courts, regulators,
   creditors or other stakeholders;

F. canvas, determine and identify the issues and impediments
   that must be resolved internationally in order to facilitate
   reorganization of the core businesses within the Exodus

G. work with the representatives and other office holders
   appointed in Relevant Foreign Proceedings in respect of the
   foregoing matters; and

H. act as a facilitators in respect of all of the foregoing
   matters. (Exodus Bankruptcy News, Issue No. 8; Bankruptcy
   Creditors' Service, Inc., 609/392-0900)

FEDERAL-MOGUL: Committee Taps Jefferies for Financial Advice
The Official Committee of Unsecured Creditors of Federal-Mogul
Corporation applies for an order, authorizing it to retain
Jefferies & Company, Inc. as financial advisor to the Committee
to perform specified services in connection with these cases
effective October 26, 2001 and requesting a waiver of certain
requirements pursuant to Del. Bankr. LR 2016-2(h).

Neil Subin of Aspen Advisors LLC, Committee Chairperson to the
Official Committee of Unsecured Creditors, submits that the
services of a financial advisor are necessary and appropriate to
enable it to evaluate the complex financial and economic issues
raised by the Debtor's reorganization proceedings and to
effectively fulfill its statutory duties. The Committee selected
Jefferies because of its expertise in providing financial
advisory services to debtors and creditors in bankrupt and
distressed situations. Mr. Subin informs the Court that
Jefferies is an investment banking firm and is a registered
broker-dealer with the United States Securities and Exchange
Commission.  Jefferies is also a member of the Boston Stock
Exchange, the National Association of Securities Dealers, the
Pacific Exchange, the Philadelphia Stock Exchange, the Municipal
Securities Rulemaking Board and the SIPC. Mr. Subin adds that
affiliates of Jefferies are also members of the Chicago Stock
Exchange, the London Stock Exchange, the New York Stock Exchange
and the American Stock Exchange. Jefferies was founded in 1969
and today is a part of Jefferies Group, Inc., a public company
with over $4,000,000,000 in assets and approximately 1,100
employees in 22 offices around the world.

Mr. Subin relates that Jefferies provides a broad range of
corporate advisory services to its clients, including services
pertaining to general financial advice; mergers, acquisitions,
and divestitures; special committee assignments; capital
raising; and corporate restructuring. In addition, Jefferies
provides underwriting services for corporations and performs
research, sales and trading functions for certain securities
including equities, debt and options. Jefferies also underwrites
equity, high yield debt and convertible debt through both public
and private placements and structures project finance

The Committee seeks to retain Jefferies as their investment
bankers because:

A. Jefferies and its senior professionals have an excellent
   reputation for providing high quality investment banking
   services to debtors and creditors in bankruptcy
   reorganizations and other debt restructurings;

B. Jefferies has significant capabilities in merger, acquisition
   and sale transactions; and

C. Jefferies has extensive knowledge of the capital markets.

William Q. Derrough, Managing Director of Jefferies & Company,
Inc., tells the Court that the Firm and its senior professionals
have extensive experience in the reorganization and
restructurings of troubled companies, both out-of-court and in
Chapter 11 proceedings. Moreover, the employees of Jefferies
have advised debtors, creditors, equity constituencies &
purchasers in many reorganizations and since 1990, have been
involved in over 100 restructurings represented over
$75,000,000,000 in restructured debt.

Mr. Derrough assures the Court that Jefferies has extensive
experience in reorganization cases and enjoys an excellent
reputation for services it has rendered in large and complex
Chapter 11 cases on behalf of debtors, creditors and creditors'
committees throughout the United States including Heartland
Wireless Communications, International Wireless Communications,
MobileMedia Communications, Marvel Entertainment Group, ICO
Global Communications Services Inc., ArmeriServe Food
Distribution Inc., VF Foods International, Inc., Silver Cinemas
Inc., Kaiser Group International, Inc., Cybercash, Inc., Net2000
Communications, Inc. and Diamond Brands Operating Corp.

Mr. Subin relates that the Committee officially voted to retain
Jefferies on October 26, 2001 and at the request of the
Committee, Jefferies had rendered services from October 26, 2001
through and including the date hereof, including in connection
with analyzing the Debtor's post-petition DIP financing,
reviewing the Company's liquidity needs and comparing the terms
of the Debtor's proposed DIP to other comparable financings. The
Committee has requested that Jefferies continue to render such
services and other financial advisory services pending approval
of the Application by the Court and accordingly, requests that
the retention of Jefferies be authorized effective October 26,

In its capacity as the Committee's Financial Advisor and as
outlined in the Terms of Retention, Jefferies is prepared to
perform these post-petition services:

A. become familiar, to the extent Jefferies deems appropriate,
   with and analyze the business, operations, properties,
   financial condition and prospects of the Company;

B. advise the Committee on the current state of the
   "restructuring market";

C. assist and advise the Committee in developing a general
   strategy for accomplishing a restructuring;

D. assist and advise the Committee in implementing a plan of
   restructuring with the Company;

E. assist and advise the Committee on developing a strategy with
   respect to recapitalization possibilities for the Company;

F. assist and advise the Committee in evaluating and analyzing a
   restructuring including the value of the securities, if
   any, that may be issued under any restructuring plan;

G. assist the Committee and counsel in identifying potential
   financing sources for a recapitalization,

H. assist the Committee and counsel in the negotiation in any
   and all aspects of a restructuring; and

I. render such other financial advisory services as may from
   time to time be agreed upon by the Committee and Jefferies.

If the Committee seeks to have Jefferies perform any services
other than the Financial Advisory Services, Mr. Subin informs
the Court that the Committee will seek approval of such services
by filing a supplemental Application seeking authorization to
retain Jefferies to do so. Until such a supplemental Application
is filed and approved by the Court, Jefferies will not be
authorized to provide such services to the Committee and the
Committee will not compensate or indemnify Jefferies for any
such services.

In payment for services rendered and to be rendered hereunder by
Jefferies on behalf of the Committee, Jefferies shall be

A. A monthly cash fee equal to $125,000 per month; provided,
   however, that the Monthly Retainer may be reduced to not
   less than $100,000 per month for up to 12 months during the
   Term at the option of the Committee upon 30 days written
   notice to Jefferies. Each Monthly Retainer shall be payable
   in advance, in cash, through wire transfer. The first
   Monthly Retainer shall be payable on the date these Terms
   of Retention become effective, and each subsequent Monthly
   Retainer shall be payable each month thereafter.

B. A success fee equal to 1.25% of the Total Consideration to
   the extent the Total Consideration exceeds 20.0% of the
   aggregate allowed claims of unsecured creditors other than
   asbestos claimants, subordinated debt holders or bank debt
   holders. The Success Fee shall be payable in cash upon the
   consummation of a Restructuring, or upon the effective date
   of a confirmed plan of reorganization in the Chapter 11
   case. The "Total Consideration" shall mean the total
   proceeds and other consideration received by the unsecured
   creditors of the Company or otherwise paid or received from
   the effective date hereof or to be paid or received in
   connection with the restructuring, including cash; notes,
   securities and other property; liabilities, including all
   debt, pension liabilities and guarantees, assumed,
   refinanced or extinguished; payments made in installments;
   contingent payments; and any interest or other payments
   made on or in respect of debt. For purposes of computing
   any fees payable to Jefferies hereunder, non-cash
   consideration shall be valued as:

     a. publicly traded securities shall be valued at the
        average of their closing prices for the five trading
        days prior to the closing of the transaction and

     b. any other non-cash consideration shall be valued at the
        fair market value thereof on the day prior to closing
        as determined in good faith by the Company and

C. In addition to the compensation to be paid to Jefferies,
   without regard to whether any Restructuring is consummated
   or Jefferies retention expires or is terminated, the
   Company shall pay to, or on behalf of, Jefferies, promptly
   as billed, all fees, disbursements and out-of-pocket
   expenses incurred by Jefferies in connection with its
   services to be rendered hereunder.

D. Jefferies may resign at any time and the Committee may
   terminate Jefferies' services at any time, each by giving
   30 days prior written notice to the other. If this
   agreement expires, Jefferies resigns or the Committee
   terminates Jefferies' services for any reason, Jefferies
   shall be entitled to receive all of the amounts due up to
   and including the effective date of such expiration,
   termination or resignation, as the case may be.

E. No fee paid or payable to Jefferies or any of its affiliates
   shall be credited against any other fee paid or payable to
   Jefferies or any of its affiliates.

F. It is intended by the parties hereto that Jefferies' fees
   payable pursuant hereto, but remaining outstanding at any
   time, shall be in the nature of a claim for administrative

G. It is intended by the parties hereto that Jefferies' fees
   payable pursuant hereto, but remaining outstanding at any
   time, shall be in the nature of a claim for administrative

The Terms of Retention outlines certain indemnification and
contribution obligations, as follows:

A. the Company is authorized to indemnify, and shall indemnify,
   Jefferies, in accordance with the Terms of Retention, for
   any claim arising from, related to, or in connection with
   Jefferies' pre-petition performance of the services
   described in Terms of Retention;

B. the Company is authorized to indemnify, and shall indemnify
   Jefferies, in accordance with the Terms of Retention, for
   any claim arising from, related to, or in connection with
   the Financial Advisory Services, but not for any claim
   arising from, related to, or in connection with Jefferies'
   postpetition performance of any services other than the
   Financial Advisory Services unless such post-petition
   services and indemnification therefor are approved by the

C. notwithstanding any provision of the Terms of Retention to
   the contrary, the Committee shall have no obligation to
   indemnify Jefferies, or provide contribution or
   reimbursement to Jefferies, for any claim or expense that
   is either judicially determined to have arisen solely from
   Jefferies' gross negligence or willful misconduct, or
   settled prior to a judicial determination as to Jefferies'
   gross negligence or willful misconduct, but determined by
   this Court, after notice and a hearing, to be a claim or
   expense for which Jefferies should not receive indemnity,
   contribution or reimbursement under the terms and
   conditions of this Application and the Order attached

D. if, before the earlier of the entry of an order confirming a
   chapter 11 plan in these cases, and the entry of an order
   closing these chapter 11 cases, Jefferies believes that it
   is entitled to the payment of any amounts by the Company on
   account of the Company's indemnification, contribution
   and/or reimbursement obligations described in the Terms of
   Retention, including the advancement of defense costs,
   Jefferies must file an application therefor in this Court,
   and the Company may not pay any such amounts to Jefferies
   before the entry of an order by this Court approving the
   payment. This subparagraph is intended only to specify the
   period of time under which the Court shall have
   jurisdiction over any request for fees and expenses by
   Jefferies for indemnification, contribution or
   reimbursement and not a provision limiting the duration of
   the Company's obligation to indemnify Jefferies.

Mr. Derrough assures the Court that Jefferies is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code; that neither Jefferies nor its
professionals have any connection with the Debtor, its creditors
nor any other party-in-interest in this Chapter 11 Case; and
that Jefferies does not hold or represent any interest adverse
to the Committee in the matters for which it is to be retained.

Mr. Derrough tells the Court that it is not the general practice
of investment banking firms to keep detailed time records
similar to those customarily kept by attorneys but Jefferies'
restructuring professionals do as a practice keep time records
detailing and describing their daily activities, the identity of
persons who performed such tasks and the amount of time expended
on each activity on a daily basis. Jefferies will supplement
this information with a list of the non-restructuring
professionals who assist the restructuring department on this
matter but who are not capable of keeping the records in the
same manner. In addition, apart from the time recording
practices, Jefferies' restructuring personnel do not maintain
their time records on a "project category" basis. The Committee
has been advised that to have Jefferies recreate the time
entries for its restructuring personnel would be unduly
burdensome and time-consuming and submits that the detailed time
descriptions that Jefferies' restructuring personnel will
provide should be sufficient for any review of the time entries
in connection with a subsequent application for compensation.
Accordingly, the Committee requests that Jefferies be authorized
to file fee applications which set forth the foregoing
categories of information, and that the information requirements
imposed by Del. Bankr. LR 2016-2(h) be waived accordingly.
(Federal-Mogul Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

FRANK'S NURSERY: Hilco Merchant Begins GOB Sales at 12 Locations
Hilco Merchant Resources, LLC has been engaged by Frank's
Nursery & Crafts to assist them in closing 12 stores located in
Connecticut, Illinois, Michigan, Minnesota, Ohio, Pennsylvania
and Virginia.

Frank's Nursery & Crafts, a long-time retailer of lawn & garden
goods, craft items, Christmas decorations, houseplants and
landscaping accessories, will provide the holiday consumer with
many excellent holiday gift and decorating values. Merchandise
will be marked to sell well below retail sale value. The store
closings are part of a restructuring strategy implemented by
Frank's Nursery & Crafts. All other Frank's Stores will remain
open and conduct business as usual.

"We are extremely pleased to have been chosen as Frank's
strategic partner in this situation," said Mike Keefe, President
and Chief Executive Officer of Hilco Merchant Resources, LLC, a
subsidiary of Hilco Trading Co., Inc. "Our company is the
foremost specialist in helping retailers realize value on their
under-performing assets."

Hilco Merchant Resources is the foremost industry expert in the
liquidation of retail merchandise. Hilco, a Chicago based firm
with offices in Boston, Toronto and London, is a broad-spectrum
financial resource with unparalleled asset knowledge and
expertise. Hilco is composed of the top people in the fields of
inventory, machinery, equipment and real estate appraisal
services, machinery & equipment auction services, real estate
services, merchant resources for the redeployment of inventory,
acquisition of receivables and junior secured debt financing.
This senior management team has an average of 20 years in their
respective business area and Hilco has done in excess of $25
billion in transactions.

                  List of the Closing Stores

Store Name      Address                    City          State
---------       -------                    ----          -----
Newington       3137 Berlin Turnpike       Newington        CT
Enfield         67 Palomba Drive           Enfield          CT
Addison         506 W. Lake Road           Addison          IL
Elgin           1025 N. Randall Road       Elgin            IL
Clinton Twp.    34900 Groesbeck Highway    Clinton Township MI
Plymouth        4190 Vinewood Lane N. #138 Plymouth         MN
Columbus        3333 Refugee               Columbus         OH
Springfield     1238 Upper Valley Pike Rd. Springfield      OH
Monroeville     5030 William Penn Highway  Monroeville      PA
Pittsburgh      6500 Steubenville Pike     Pittsburgh       PA
Quakertown      140 North West End Blvd.   Quakertown       PA
Midlothian      6801 Lake Harbor Drive     Midlothian       VA

FRIENDLY ICE CREAM: Fails to Complete Refinancing as Scheduled
Friendly Ice Cream Corporation (Amex: FRN) announced that it has
been unable to complete its refinancing plan as scheduled
because it has not been able to obtain sufficient new financing
and its pending tender offer for a portion of its senior notes
has been undersubscribed.

The Company has been attempting to replace its existing
revolving and term credit facility, which expires on November
15, 2002.  Approximately $80 million in borrowings and letters
of credit are outstanding under the existing facility.  The
Company said that if it is unable to obtain the necessary
financing or the tender offer is not fully subscribed, the
refinancing transactions will be terminated.  The Company said
the failure to complete the transactions could have a material
adverse effect on its business, including a significant impact
on its liquidity position.  The Company said that if the
transactions are terminated, it will evaluate other
alternatives, which may include discussions with its existing
bank group regarding a restructuring of the existing facility.

The Company said it is still attempting to arrange the financing
necessary to complete the refinancing plan, but there can be no
assurance it will be successful.  The Company said it no longer
expects to be able to obtain a new $35 million working capital
facility.  The Company said it is now attempting to obtain a new
revolving credit facility in an amount less than $35 million,
but there can be no assurance that it will be able to obtain a
new facility in any amount.  In addition to the new credit
facility, the Company is attempting to consummate a new mortgage
financing and a sale-leaseback transaction. There can be no
assurance that either the mortgage financing or the sale-
leaseback transaction will be consummated.

With respect to its pending tender offer for a portion of its
outstanding 10-1/2% Senior Notes due 2007, the Company said it
had amended and extended the terms of the "Modified Dutch
Auction."  The Company said it had reduced the funds it will use
to purchase the Notes from $21 million to $17 million. The
Company said it has also increased the offer prices from the
original range of $720 to $750 to a new range of $750 to $800.  
Accordingly, the revised offer is for $21.3 million to $22.6
million aggregate principal amount of Notes, depending on the
clearing price.  The Company said it has extended the expiration
date of the tender offer from 5:00 p.m., on November 30, 2001,
to 11:59 p.m., New York City time, on December 14, 2001.  The
Company said the offer will not be further amended or extended.

As of 5:00 p.m., New York City time, on November 30, 2001, the
Company had received tenders with respect to $3,242,000 in
aggregate principal amount of Notes.  All notes tendered prior
to 5:00 p.m., New York City time, on November 30, 2001 will now
be considered to have been tendered at $750 per $1,000,
irrespective of whether they were actually tendered at a lower

The terms and conditions of the tender offer are set forth in
the Company's Offer to Purchase dated October 23, 2001, as
amended as of December 3, 2001.

Friendly Ice Cream Corporation currently has operations in 17
states with a high concentration in the Northeast with 394
company restaurants, 160 franchised restaurants and 6 franchised
cafes.  Friendly's offers its customers a unique dining
experience by serving a variety of high-quality, reasonably
priced breakfast, lunch and dinner items, as well as its
signature frozen desserts, in a fun neighborhood setting.  
Additional information on Friendly Ice Cream Corporation can be
found on the Company's website

DebtTraders reports that Friendly Ice Cream's 10.500% bond due
in 2007 (FRIENDLY) trades in the high 70s.  See for  
real-time bond pricing.

GIMBEL VISION: Cross-Default of Credit Agreements Likely
During the third quarter of 2001, refractive procedure volumes
for Gimbel Vision International Inc. (the Corporation or GVI)
(TSE: GBV) totaled 2,834, a 36% decrease over the comparable
period in 2000. Third quarter volumes from North American
operations amounted to 2,504, a 36% decrease over the prior
year.  Other non-North American operations generated volumes of
330 as compared to 482 in the prior year third quarter.

Procedure volumes for the nine month period ended September 30,
2001 were 10,218 compared to 14,511 from the same period in
2000. North American procedure volumes were 9,242 for the period
ended September 30, 2001 compared to 13,228 from the same period
in 2000. Procedure volumes from centres outside North America
were 976 and 1,283 for the respective nine month periods ended
September 30, 2001 and 2000.

Consolidated revenues for the third quarter of 2001 were $2.8
million. Consolidated revenues for the third quarter of 2000
were $4.1 million. Revenues from Canadian operations were $2.0
million as compared to $2.5 million for the prior year third
quarter.  Operations based in the United States generated
revenues of $750,624 in the third quarter, versus $1.6 million
in the third quarter of 2000.

For the nine month period ended September 30, 2001, consolidated
revenues were $10.2 million, including $6.4 million from
Canadian operations and $3.8 million from United States
operations. Comparative figures for the same period in 2000 were
consolidated revenues of $14.0 million, Canadian revenues of
$8.4 million and United States revenues of $5.6 million. The net
loss for the three month period ended September 30, 2001 was
$762,513. The net loss for the same period in 2000 was $302,947.  
The comparative decline in current year third quarter earnings
was due to a decrease in volumes recorded in the third quarter
of 2001, and a lower average pricing of refractive surgical
procedures in the Canadian market for the current versus prior
year third quarter.

The net loss of $2.3 million for the nine month period ended
September 30, 2001 compares to the $294,545 in earnings for the
prior year's same period.

On a geographic basis, as set out in the attached segmented
information schedule, the loss from Canadian operations was
$474,195 in the third quarter of 2001 as compared to a loss of
$85,945 in the third quarter of 2000.  This decrease was due
mainly to lower procedure volumes at lower average prices per
procedure in the third quarter of 2001.

A loss of $273,804 was recognized in the United States
geographic segment for the third quarter of 2001 as compared to
a loss of $197,022 in the third quarter of 2000.

The loss before interest, taxes and depreciation and
amortization was $167,820 for the third quarter of 2001 as
compared to a loss of $46,269 for the third quarter of 2000.

Consolidated cash as at September 30, 2001 was $459,434 as
compared to $902,357 at June 30, 2001 and $1.3 million as at
December 31, 2000.  Cash available to the Corporation at
September 30, 2001 was $105,576.  During the third quarter of
2001, major uses of cash included payments of capital lease
obligations and long-term debt, and distributions to non-
controlling interest of the Sacramento centre.

As at June 30, 2001, the Corporation wrote-off its investment in
its Eugene, Oregon, USA, centre. The Eugene centre was not
making a positive contribution to the financial results of the
Corporation. The Corporation is in the process of formalizing
its divestiture of its investment in the Eugene laser eye
surgery centre. The Corporation anticipates that the Oregon
Laser Eye Center, LLC, will be filing in bankruptcy under
Chapter 7 of the United States Bankruptcy Code in the near

The Corporation's Eugene, Oregon, USA laser eye surgery centre
defaulted under its lease agreement with Hillside Financial
International LLC with respect to the lease of a surgical laser.
The default resulted from declining financial results of the
centre and, as a consequence of the declining results,
delinquent lease payments. Among other effects of the default,
the lessor has the right to declare the remaining approximate
$445,000 balance of the lease, for which the Corporation is a
guarantor, immediately due and payable. The Corporation is in
discussion with the lessor in an attempt to remedy this

Under terms of the aforementioned lease, the Corporation may be
in cross-default of other agreements with certain other of its
creditors. The future success of the Corporation depends on the
continued support of these and other creditors.

The financial results of the third quarter 2001 were below
management's expectations. Procedure volumes were significantly
reduced in September in the Canadian and United States centres,
as was activity in many sectors of the economy. Management
expects volumes to increase in October and November over that
experienced in September.

The Corporation remains committed to returning its operations to
a financially profitable position, and pursuing profitable
growth opportunities in the refractive vision correction market
with a focus on the North American market.

These consolidated financial statements have been prepared on
the basis of accounting principles applicable to a going concern
which assumes that Gimbel Vision International Inc. will
continue in operation for the foreseeable future and will be
able to realize its assets and discharge its liabilities in the
normal course of operations.

The Corporation sustained an operating loss of $2,302,955 for
the nine months ended September 30, 2001 and at September 30,
2001 had a working capital deficiency of $2,671,614.  Management
is restructuring the operations and is continuing to pursue
strategic business combination opportunities.

The application of the going concern concept is dependent upon
the success of future operations and the continued support of
its lenders and creditors. If the going concern assumption was
not appropriate for these consolidated financial statements then
adjustments would be necessary to the carrying values of assets
and liabilities and shareholders' equity and in the balance
sheet classifications used.

Gimbel Vision International Inc. is a public Corporation that
owns or is partnered with refractive vision correction centers
in Canada, the United States, Thailand and China.  Together,
these facilities make up the GVI network offering clients a
comprehensive range of vision correction services, based on the
well-recognized expertise of GVI's surgeons and the
Corporation's commitment to leading edge technology and patient
care.  To date, GVI's surgeons have performed over 80,000
refractive eye surgeries. Gimbel Vision International Inc.
shares are listed on The Toronto Stock Exchange and trade under
the symbol "GBV".

GRAY COMMS: Acquires 73% Equity Interest in Starkes Tarzian
Gray Communications Systems, Inc. (NYSE: GCS GCS.B) announced
that it had exercised its $10 million option to acquire 301,119
shares of Sarkes Tarzian, Inc., which had been held by Bull Run

Tarzian is a closely held private company that owns and operates
two television stations and four radio stations: WRCB-TV Channel
3 in Chattanooga, Tennessee, an NBC affiliate; KTVN-TV Channel 2
in Reno, Nevada, a CBS affiliate; WGCL-AM and WTTS-FM in
Bloomington, Indiana; and WAJI-FM and WLDE- FM in Fort Wayne,
Indiana.  The Chattanooga and Reno markets are the 86th and the
110th largest television markets ("DMA's") in the United States,
respectively, as ranked by the A.C. Nielsen Company.  For the
fiscal year ended June 30, 2001, Tarzian had net revenue in
excess of $20 million and operating income from broadcasting
before depreciation and amortization in excess of $6 million.

     WRCB, the NBC affiliate in Chattanooga, Tennessee

WRCB is tied for first place among prime time and late news
television viewers within the Chattanooga DMA.  According to
Investing in Television Market Report 2001, Third Edition, July
2001 published by BIA Publications, Inc., the total market
revenues in the Chattanooga DMA in 2000 were approximately $45.1
million.  According to the BIA Guide, the average household
income in the Chattanooga DMA in 2000 was $39,370, with
effective buying income projected to grow at an annual rate of
5% through 2005.  Retail business sales growth in the
Chattanooga DMA is projected by the BIA Guide to average 5.5%
annually during the same period.  The Chattanooga DMA has 6
licensed commercial television stations, 4 of which are
affiliated with major networks.  The Chattanooga DMA also has
two public broadcasting stations.

          KTVN, the CBS affiliate in Reno, Nevada

KTVN ranks second in overall television viewers within the Reno
DMA. According to the BIA Guide, the total market revenues in
the Reno DMA in 2000 were approximately $38.6 million.  
According to the BIA Guide, the average household income in the
Reno DMA in 2000 was $49,268, with effective buying income
projected to grow at an annual rate of 6.1% through 2005.  
Retail business sales growth in the Reno DMA is projected by the
BIA Guide to average 4.7% annually during the same period.  The
Reno DMA has 8 licensed commercial television stations, 4 of
which are affiliated with major networks.  The Reno DMA also has
a public broadcasting station.

Gray paid $10 million to Bull Run Corporation to complete the
acquisition of the 301,119 shares of Tarzian.  The Company has
previously capitalized and paid to Bull Run Corporation $3.2
million of costs associated with the Company's option to acquire
these shares.  In addition, the Company granted warrants to Bull
Run to purchase up to 100,000 shares of the Company's Class B
Common Stock at $13.625 per share.  These warrants are fully
vested and will expire in 10 years if not exercised.

The acquired shares of Tarzian represent 33.5% of the total
outstanding common stock of Tarzian (both in terms of the number
of shares of common stock outstanding and in terms of voting
rights), but such investment represents 73% of the equity of
Tarzian for purposes of dividends as well as distributions in
the event of any liquidation, dissolution or other sale of

Gray Communications Systems, Inc. is a communications company
headquartered in Atlanta, Georgia, and operates ten CBS-
affiliated television stations, three NBC-affiliated television
stations, four daily newspapers, a wireless messaging and paging
business and a satellite uplink and production business.  The
Company's current operations are concentrated in the South,
Southwest and Midwest U. S.

As reported in the August 31, 2000 edition of the Troubled
Company Reporter, Standard & Poor's assigned its single-'B'-plus
bank loan rating to Gray Communications Systems Inc.'s proposed
$250 million senior secured bank facility.  According to the
report, the company has an aggressive financial profile, a debt-
reliant acquisition strategy, and the slow growth and somewhat
cyclical nature of its core TV and newspaper operations.

Standard & Poor's, the report says, expected Gray to continue to
pursue acquisitions, although the company's high leverage and
thin coverage and the financial covenants will limit its
flexibility. There is little flexibility within the current
ratings for debt-financed acquisitions, especially given near
term pressures.

INSCI-STATEMENTS: Special Shareholders' Meeting Set for Dec. 21
A Special Meeting of Shareholders of INSCI CORP. will be held at
the Company's headquarters at Two Westborough Business Park,
Westborough, MA 01581, on December 21, 2001, at 10:00 AM, for
the following purposes:

     (1) To amend the Corporation's Certificate of Incorporation
         to increase the number of authorized shares of common
         stock authorized for issuance thereunder from
         40,000,000 shares to 185,000,000 shares.

     (2) To increase the authorized number of stock options
         under the Company's 1997 Equity Incentive Plan from
         4,000,000 shares to 7,000,000 shares.

     (3) To grant management the discretionary authority to
         adjourn the special meeting to a later date in order to
         enable the board of directors to continue to solicit
         additional proxies in favor of either the proposal to
         increase the number of authorized shares available for
         issuance or the proposal to increase the number of
         shares under the 1997 Equity Incentive Plan.

     (4) To consider and act upon such other business as may
         properly come before the meeting or any adjournments

All shareholders are cordially invited to attend the meeting,
although only those shareholders who were shareholders of record
at the close of business on November 21, 2001 will be entitled
to notice of, and to vote at the meeting or any adjournment

                         *  *  *

As reported in the August 15, 2001 edition of the Troubled
Company Reporter,, Corp. (OTC Bulletin
Board: INSI) incurred a net loss of $224,000 on revenues of $2.5
million in the first quarter of fiscal year 2002.

Also, in the same quarter, the company swung its cash flow as
measured by EBITDA to approximately $60,000 from a negative of
$2 million in the year-ago period.

INTEGRATED HEALTH: Rotech Files Plan & Disclosure Statement
Rotech Medical Corporation and its direct and indirect
subsidiaries, have filed a Plan of Reorganization that relates
only to the Rotech Debtors and does not address claims against
or equity interests in Integrated Health Services, Inc., or any
of IHS' other direct and indirect subsidiaries.  The IHS Debtors
contemplate proposing at a later date a separate plan or plans
of reorganization for the IHS Debtors.

On December 20, 2001 at 10:30 a.m., Judge Walrath will convene a
hearing on the adequacy of the Disclosure Statement within the
meaning of section 1125 of the Bankruptcy Code and consider
entry of an order, among other things, finding that the
Disclosure Statement provides sufficient information to enable
the creditors of the Rotech Debtors who are entitled to vote to
make an informed decision about whether to accept or reject the
Rotech Plan of Reorganization.

Responses and objections, if any, to the approval of the
Disclosure Statement must be filed so as to be actually received
on or before 12:00 p.m. (Eastern Time) on December 17, 2001 by:

(a) the Clerk, 824 Market Street, Fifth Floor, Wilmington,
    Delaware 19801;

(b) Kaye Scholer LLP, co-counsel for the Rotech Debtors, 425
    Park Avenue, New York, NY 10022, Attn: Michael J. Crames,

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

(d) The Office of the United States Trustee for the District of
    Delaware, 844 N. King Street, Room 2311, Wilmington, DE,
    Attn: Don Beskrone, Esq.,

(e) Otterbourg, Steindler, Houston & Rosen, P.C., Attorneys for
    the Committe, 230 Park Avenue, 30th Floor, New York, NY
    10169, Attn: Glenn B. Rice, Esq.,

(f) Weil Gotshal & Manges, LLP, Attorneys for the prepetition
    lenders, 767 Fifth Avenue, New York, NY 10153, Attn: Stephen
    Karotkin, Esq., and

(g) Paul Hastings Janofsky & Walker LLP, counsel for the DIP
    Lenders, 600 Peachtree Street, N.E., 24th Floor, Atlanta, GA
    30308-2222, Attn: Jesse H. Austin, III, Esq. (Integrated
    Health Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)   

Summaries of claim classification and treatment will follow in
tomorrow's edition of the Troubled Company Reporter.  

LAIDLAW: Agrees to Let Safety-Kleen Directors File One Claim
Robert W. Luba, the Estate of John Rollins, Sr., John W.
Rollins, Jr., David E. Thomas, Jr., Henry B. Tippie, James L.
Wareham and Grover C. Wrenn, each of whom is or was a director
of Safety-Kleen Corporation, wish to assert certain claims
against each of Laidlaw Inc., and its debtor-affiliates.

The parties have agreed to allow the Safety-Kleen Directors to
assert their respective Director Claims against each of the
Debtors' chapter 11 estates in a single proof of claim by each
Safety-Kleen Director, pursuant to these terms and conditions:

  (1) Notwithstanding paragraph 11 of the Bar Date Order, which
      provides that "[a]ny entity asserting claims against more
      than one Debtor . . . must file a separate proof of claim
      with respect to each such Debtor," each Safety-Kleen
      Director may assert its respective Director Claims against
      each of the Debtors by filing a single proof of claim
      against Debtor Laidlaw Inc. on or prior to the Bar Date.
      The Director Claims filed by each Safety-Kleen Director
      against Laidlaw Inc. shall be deemed to have been filed
      against each of the Debtors.

  (2) Each Safety-Kleen Director shall file its own separate
      proof of claim against the Debtors, and no more than one
      Safety-Kleen Director shall be named as a claimant on a
      single proof of claim.

  (3) Except as explicitly modified, all of the provisions of
      the Bar Date Order shall apply to the Director Claims.

  (4) Nothing contained herein shall affect the rights of the
      Debtors or any other party to object to the Director
      Claims on any and all available grounds, except to the
      extent that such an objection would be contrary to the
      express terms of this Stipulation. (Laidlaw Bankruptcy
      News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,

LOEWEN GROUP: Court Confirms 4th Amended Plan of Reorganization
The Loewen Group Inc. announced that the United States
Bankruptcy Court for the District of Delaware has confirmed its
Fourth Amended Plan of Reorganization. The confirmation order
clears the way for the company to emerge as Alderwoods Group
Inc. on January 2, 2002, subject to obtaining recognition of the
order in Canada and the satisfaction of certain other

John S. Lacey, Chairman of Board, said: "This is a great day and
a new beginning for the Alderwoods Group. We want to thank our
board of directors, the various creditor groups and other
stakeholders who have supported our reorganization plan. We also
want to thank the management team and our employees. The last
two and a half years have been tough for all of us, but through
it all our people have remained focused and committed to the job
at hand. Because of their efforts, Alderwoods will be well
positioned to compete and succeed in the future."

Alderwoods Group will be based in the United States, and will
derive about 90 percent of its revenue from its U.S. operations.
It will be North America's second largest funeral services
provider, with approximately 920 funeral homes and 275
cemeteries in the United States, Canada and the United Kingdom.
Through its workforce of 10,000 dedicated professionals, it will
pursue a strategy focused on providing excellent service to
customer families, service that delivers an experience of total
care and convenience.

Paul Houston, President and Chief Executive Officer, said:
"Emergence on January 2nd will be like a late Christmas present
for all of our hard-working employees. The launch of Alderwoods
will give us a huge morale boost, and allow us to compete once
again without the cloud of uncertainty that goes with a
corporate reorganization. This boost, along with the many
performance enhancement initiatives we've already implemented,
will put us in great shape to go out there and create our new

Upon emergence, the company will issue 40 million new common
shares to creditors holding allowed claims under the Plan of
Reorganization. The Alderwoods Group common shares (symbol:
AWGI) will be listed on the NASDAQ exchange, with trading
expected to begin on or shortly after the emergence date.

Alderwoods Group will be launched with a significantly stronger
balance sheet. The company will have liquidity of approximately
$100 million, comprising cash and a revolving credit facility.
Shareholders' equity is expected to total close to $700 million,
while debt outstanding will be $835 million.

Commenting on the Alderwoods Group name, Mr. Houston said:
"We're delighted with our new name. It was selected based on
very positive responses during consumer testing and after
receiving input from a number of our employees. Consumers
embraced the name, which is largely derived from the Alder tree,
associating it with comfort, peacefulness and nature. It's a
good name, particularly given the businesses that we're in and
the essential role we play in serving and comforting our
customer families during a very difficult time."

With confirmation of the Plan of Reorganization by the U.S.
Bankruptcy Court, the company will now seek to obtain
recognition of the confirmation order in Canada. Recognition in
Canada is expected to be obtained at a hearing scheduled for
December 7, 2001 by the Ontario Superior Court of Justice, which
presides over the company's parallel bankruptcy proceedings
under the Canadian Companies' Creditors Arrangement Act.

MCMS INC: Has Until February 18 to Decide on Unexpired Leases
The U.S. Bankruptcy Court for the District of Delaware issued an
order extending the time within which MCMS, Inc., must decide
whether to assume, assume and assign, or reject unexpired leases
of nonresidential real property.  The Company's Lease Decision
Period runs through February 18, 2002.

MCMS, Inc., a global leading provider of advanced electronics
manufacturing services to original equipment manufacturers filed
for Chapter 11 protection on September 18, 2001 in the U.S.
Bankruptcy Court for the District of Delaware. Eric D. Schwartz,
Esq. and Donna L. Harris, Esq. at Morris, Nichols, Arsht &
Tunnell represent the Debtors in their restructuring effort.  
When the company filed for protection from its creditors, it
listed $173,406,000 in assets and $343,511,000 in debt.

MCLEODUSA: Houlihan & Skadden Orchestrate Recapitalization Plan
McLeodUSA Incorporated (Nasdaq:MCLD), one of the nation's
largest independent competitive local exchange carriers,
announced today that it has reached agreements with Forstmann
Little & Co. and the McLeodUSA Secured Lenders on a
comprehensive recapitalization and financial restructuring plan.
The plan, which is subject to agreement with the McLeodUSA
bondholders and other security holders, would eliminate at least
95% of the Company's $2.9 billion of bond debt and the
associated $300 million of annual interest expense.

Concurrently, the Company is initiating an exchange offer under
which its publicly-traded bonds will be tendered in exchange for
not less than $560 million in cash, plus approximately 14% of
McLeodUSA post-recapitalization common stock. The cash component
of the exchange offer will be funded through the sale of the
McLeodUSA telephone directory publishing business to Forstmann
Little for $535 million.

As part of the recapitalization plan, which has been approved by
the Company's Board of Directors, Forstmann Little will make a
new common equity investment of $100 million to fund the balance
of the cash being offered to bondholders and to provide
additional working capital to the Company. Forstmann Little also
has agreed to convert its existing preferred stock into common
stock upon consummation of the recapitalization. After the
closing of the transaction, Forstmann Little will own
approximately 45 percent of the outstanding common equity of

Chief Operating and Financial Officer Chris A. Davis, who joined
the Company in August 2001 to strengthen the Company's
operational and financial management, said, "Since announcing
our revised business strategy to refocus McLeodUSA on its core
business, we have made excellent progress. However, we believe
that the Company's significant amount of debt and associated
interest payments are an impediment to our ability to
effectively execute our plan. This prompted us to explore with
Forstmann Little and our senior lenders various options that
would result in a more appropriate capital structure for the
Company. We believe that the plan we are announcing [Mon]day
presents the best approach to restructure the Company's debt in
a timely, efficient manner."

The Company expects the recapitalization transaction to have no
impact on its employees, customers or vendors. "McLeodUSA's
commitment to provide our customers with the same level of
quality service that they have long come to expect from
McLeodUSA remains unchanged," said President and Chief Executive
Officer Steve Gray. "This recapitalization positions the Company
to pursue our long-term strategy within our existing 25-state
footprint. In addition, we continue to believe that the
marketing linkage between the telecommunications and publishing
businesses remains important to both entities. Therefore, with
the sale of our publishing business, we have negotiated an
operating agreement that will allow McLeodUSA to retain the
branding and advertising benefits we currently enjoy."

After careful consideration of various alternatives, the Company
concluded that this action is in the best interests of all
constituents. It provides a unique opportunity for the
bondholders to realize an early, and significant, cash
distribution with equity participation in a deleveraged
enterprise with a committed sponsor. The Secured Lenders will
achieve a reduction in debt commitments and the common
shareholders will have a much greater potential for capital
appreciation. The Company noted that the proposed transaction is
distinguished by Forstmann Little's firm $535 million purchase
offer for the telephone directory publishing business and
agreement that McLeodUSA may seek superior competitive offers
with no break-up fee. The Company has engaged Credit Suisse
First Boston to immediately begin marketing McLeodUSA
Publishing. McLeodUSA expects to complete the recapitalization
transaction during the first or second quarter of 2002.

Highlights of the terms of the transaction:

     -- Forstmann Little has committed to purchase McLeodUSA
Publishing for $535 million with no financing contingency,
subject only to customary closing conditions. Under the terms of
the agreement with Forstmann Little, there is no break-up fee if
the publishing business is purchased by another party, provided
the recapitalization is completed.

     -- Forstmann Little will make an additional equity
investment of $100 million in new preferred stock, which is
mandatorily convertible to common stock. Upon completion of the
recapitalization, Forstmann Little will convert its preferred
Series D and Series E stock to new common stock and, including
its new equity investment, will then hold approximately 45
percent of McLeodUSA post-recapitalization common stock.

     -- Theodore J. Forstmann, as Chairman of the McLeodUSA
Executive Committee, will continue his substantial ongoing
involvement with the Company.

     -- Chris A. Davis will remain Chief Operating and Financial
Officer, Stephen C. Gray will remain President and Chief
Executive Officer and Clark E. McLeod will remain Chairman of
the Board of Directors.

     -- In exchange for at least 95 percent of the outstanding
$2.935 billion in bond debt, bondholders would receive their pro
rata share of cash in an amount not less than $560 million. This
cash payment will be funded by $535 million in net proceeds
received from the sale of the publishing business and $25
million in cash from the new equity investment by Forstmann
Little. Bondholders will also receive approximately 14 percent
of the new McLeodUSA common stock upon completion of the

     -- The Series A existing public preferred stock, including
accrued dividends, will also be converted into common stock pro
rata according to liquidation preference, and are expected,
after completion of the recapitalization, to hold 11 percent of
the new common stock.

     -- Holders of existing Class A common stock are expected to
retain 30 percent of the new shares.

     -- McLeodUSA and its Secured Lenders have agreed to amend
their existing $1.3 billion senior secured credit facility to
permit the use of proceeds from the sale of the publishing
business to retire outstanding bond debt in connection with the
recapitalization. McLeodUSA and its Secured Lenders have also
agreed to modify the credit agreement to allow the company to
retain and use the proceeds from all currently identified future
asset sales of non-core businesses and surplus assets for
general working capital purposes in addition to capital

     -- Additional terms and conditions of the transactions are
outlined in the solicitation documentation, which will be sent
to security holders.

Subject to the completion of the recapitalization transaction,
the Company has agreed with its Secured Lenders that it will (1)
reduce its current revolver by $140 million and (2) offer for
sale its Illinois Consolidated Telephone Company (ICTC)
regulated incumbent local exchange subsidiary. This sale is
expected to occur within 14 months after the consummation of the
recapitalization, with up to $225 million of the proceeds
applied to reduce the Company's term loan commitments. McLeodUSA
would expect to include the necessary operating arrangements
with ICTC in order to ensure effective continuation of service
to McLeodUSA customers.

The Company has indicated that while it will seek the requisite
95 percent of bondholder acceptances of the exchange offer, it
may pursue the administrative convenience of the court system
through a voluntary pre-packaged Chapter 11 in order to achieve
retirement of all outstanding bond issues and to accomplish the
recapitalization in an expeditious manner. In the event that the
Company commences a court proceeding, McLeodUSA expects to
operate its business in the ordinary course without interruption
and with no impact on its employees, suppliers and customers.
Importantly, the Company noted that the in-court alternative, if
commenced, is expected to include only the holding company,
McLeodUSA Incorporated. It is planned that the Company's
operating subsidiaries, including McLeodUSA Telecommunications,
McLeodUSA Publishing and ICTC, would be excluded from the

The Company has engaged the firms of Houlihan Lokey Howard &
Zukin Capital and Skadden, Arps, Slate, Meagher & Flom to
provide financial and legal counsel in connection with the
recapitalization transaction.

For more information on the exchange offer, bondholders may
contact Houlihan Lokey Howard & Zukin at 612-338-2910.

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

DebtTraders reports that McLeodUSA's 8.125% bond due in 2009
(MCLD1) trades between 13 and 15. For real-time bond pricing,

METALS USA: Seeks Okay of Proposed Interim Compensation Protocol
Metals USA, Inc., and its debtor-affiliates seek an order
authorizing and establishing procedures for compensating and
reimbursing Court-approved professionals on a monthly basis.
Such procedures will allow the Court to better monitor accrual
of fees and expenditures made by professionals in these cases.

The salient features of the proposed procedures are:

A. On or before the 25th day of each moth, following the month
   for which compensation is sought, each professional shall
   submit a monthly statement to the Debtors, counsel for the
   Debtors, Office of the United States Trustee and counsel
   for any official committee appointed by the United States
   Trustee. The monthly statement shall comply with all
   bankruptcy local rules and orders of the Court. They should
   categorize time entries by subject matter, identifying the
   person performing the services and what services were
   performed. The monthly statement shall contain a summary
   aggregating hours and total compensation for each
   professional and paraprofessional. Each entity receiving a
   monthly statement will have 15 days after its receipt in
   which to review it. At the expiration of the 15-day period,
   the Debtors shall pay 80% of the fees and 100% of the
   expenses listed on the statement to the appropriate
   professional, excepting those fees which an objection has
   been served by a reviewing party.

B. If any reviewing party objects to the compensation and
   reimbursement sought in a monthly statement, they shall
   within 15 days of the service of such statement, serve a
   written "Notice of Objection to Fee Statement" with a
   detailed statement setting forth the precise nature of the
   objection and the amount at issue on the professional who
   submitted the statement to which objection are made and
   other persons designated to receive statements. Thereafter,
   the objecting party and professional whose statement is
   objected to shall attempt to reach an agreement regarding
   the correct payment to be made. If the parties are unable
   to reach an agreement on the objection within 15 days after
   the receipt of the objection, the professional shall have
   the option to either file the objection with the Court,
   together with a request for payment of the disputed amount
   or forego payment of the disputed amount until the time of
   the next interim fee application hearing, at which time the
   Court will consider and dispose of the objection if payment
   of the disputed amount is requested. The Debtors will be
   required to pay promptly that percentage set forth above of
   any portion of the fees and disbursement requested that are
   not the subject of a Notice of Objection to Fee Statement.

C. If these procedures are approved, Professionals would be
   required to submits their statement on a date to be set by
   the Court.

D. After the first 4 months and at every 4-month intervals
   thereafter, each Professional shall file with the Court and
   serve on the U.S. Trustee an application for interim Court
   approval and allowance of the compensation and
   reimbursement of expenses requested for the prior months.
   The first such application shall be set by the Court. Any
   professional who fails to file an application when due
   shall be ineligible to receive further interim payments of
   fees or expenses as provided in this motion until such time
   as the delinquency is cured.

E. The pendency of an objection to payment of compensation or
   reimbursement of expenses shall not disqualify a
   professional from future payment of interim compensation or
   reimbursement of expenses.

F. Neither the payment nor the failure to pay monthly interim
   compensation and reimbursement shall bind any party-in-
   interest or the Court with respect to the allowance of
   application for compensation and reimbursement of

G. Debtors further request that the Court limit the notice of
   hearings to consider interim applications to any objecting
   parties. Such notice will save the unnecessary expense of
   undue duplication and mailing.

Jonathan C. Bolton, Esq., at Fulbright & Jaworski LLP in
Houston, Texas, states that the outlined procedures will allow
each of the parties and the Court to effectively monitor the
fees and expenses of Professionals in these case, as these
procedures provide for review of the Professional's
contributions on a more regular bases. (Metals USA Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-

METROMEDIA INT'L: Won't Pay Preferred Stock Quarterly Dividend
Metromedia International Group, Inc. (AMEX:MMG), which through
Metromedia International Telecommunications, Inc. (MITI), is the
owner of various interests in communications joint ventures in
Eastern Europe, the former Soviet Union, China and other
emerging markets, announced that to facilitate any potential
future restructuring of the Company, the Company has elected to
not declare a dividend on its 7 1/4% cumulative convertible
preferred stock for the quarterly dividend period ending on
December 15, 2001.

Metromedia International Group, Inc. is a global communications
and media company. Through its wholly owned subsidiaries and its
joint ventures, the Company owns and operates communications and
media businesses in Eastern Europe, the republics of the former
Soviet Union, China and other emerging markets. These include a
variety of telephony businesses including cellular operators;
providers of local, long distance and international services
over fiber-optic and satellite-based networks; international
toll calling; fixed wireless local loop; wireless and wired
cable television networks and broadband networks; FM radio
stations; and e-commerce.

MOSLER INC: Wants Removal Period Extended to January 31, 2002
Mosler Inc. asks the U.S. Bankruptcy Court for the District of
Delaware to extend the time within which the Debtors must file
notices of removal of related proceedings.  As of Petition Date,
the debtors had numerous claims and causes of action pending in
State and Federal courts across United States. The Debtors wish
to extend the removal period with respect to these actions
through January 31, 2002.

The Debtors and their professionals have not had sufficient time
to review all actions to determine if any should be removed
because their attention have been focused on the sale of their
assets. Therefore, they believe that it is just and prudent to
extend the removal period as requested.

Mosler, Incorporated, a leading integrator of physical and
electronic security systems, filed for chapter 11 protection on
August 6, 2001 in the United States bankruptcy Court for the
District of Delaware.  Marc Abrams, Esq. at Willkie Farr &
Gallagher and Robert Brady, Esq. at Young Conaway Stargatt &
Taylor, LLP represents the Debtors in their restructuring
effort.  When the company filed for protection from its
creditors, it listed an estimated assets of $10 million to $50
million and estimated debts of more than $100 million.

NETCENTIVES INC: YesMail Pitches Highest Bid for Five Assets
On November 15, 2001, Netcentives Inc., Post Communications,
Inc. and MaxMiles, Inc. of San Francisco, California conducted
an auction of their assets as part of their jointly administered
Chapter 11 bankruptcy proceedings pursuant to which certain of
its assets were sold to the following high bidders:  1)
Princeton Entrepreneurial Group, LLC was the high bidder for the
MaxMiles, Inc. assets; 2) Trilegiant Corporation was the high
bidder for the Netcentives patent portfolio; 3) North Bay
Networks was the high bidder for Netcentives' Loyalty Marketing
Group hard assets; 4) CD Micro, Inc. was the high bidder for
Netcentives' remaining hard assets; 5) Princeton Entrepreneurial
Group was the high bidder for the outstanding shares of UVN
Holdings, Inc.; and 6) Charles River Consulting, Inc. was the
high bidder for Netcentives' Loyalty Marketing Group assets. On
November 20, 2001 at a continued auction, YesMail, Inc. was the
high bidder for Netcentives' Email Marketing Group. A Sale Order
for all assets except the Email Marketing Group was approved on
November 23, 2001. Netcentives expects a Sale Order for the
Email Marketing Group to be forthcoming. All of the asset sales
are expected to close on or before December 7, 2001.

Netcentives is unable to determine at this time whether the
proceeds from the sales described above and from the sales of
any other assets will be sufficient to pay the various creditors
of the companies or whether any funds will be available for our

San Francisco-based Netcentives Inc. is a provider of
personalized email, rewards and recognition solutions. The
company offers a broad suite of offline and online products
including email communications, sales force incentives, loyalty
and rewards solutions for retail and financial institutions.
Netcentives continues to differentiate itself through its
integrated marketing approach, which includes experienced client
service teams, leading-edge technology and expert consulting.
More than 300 companies have partnered with Netcentives to drive
their revenue and reduce costs. For more information, visit

Netcentives filed for Bankruptcy Protection in the Northern
District of California in San Francisco on October 5, 2001.

Netcentives, ClickRewards, MaxMiles and Post Communications are
trademarks of Netcentives Inc. Other product and company names
herein may be trademarks of their respective owners.

OWENS CORNING: Seeks to Acquire 40% of JV Interest from Polar
Owens Corning, Polar Control Enterprises, Owens-Corning (China)
Investment Company, Ltd. (OCI) and Jiangsu Building Materials
Assets Management Co. Ltd (JMB) are investors in Owens Corning
(Nanjing) Foamular Board Co., Ltd., a Sino-foreign equity joint
venture, and parties to a Joint Venture Contract of the JV
Company. The joint venture Company, which was established in
1996, manufactures and sells foam insulation products for use in
buildings in China. The joint venture Company is the only high
quality multinational foam producer and enjoys a 65% to 70%
share of the foam insulation market in China.

Following arm's-length negotiations, Polar has agreed to sell
and transfer its entire right, title and interest in its 40%
share of the registered capital of the joint venture Company to
the Debtors, together with all its rights and obligations under
the joint venture Contract. The Debtors agree to purchase the
Polar Equity Interest and assume all of Polar's rights and
obligations under the joint venture Contract.

Under the terms of the Contract, the Debtors will pay Polar
$2,300,000 for the Polar Equity Interest according to a payment
schedule and funded by the partial repayment of a shareholder
loan from the joint venture Company. Specifically, the joint
venture Company will pay back $2,300,000 of a pre-petition
$4,000,000 shareholder loan made from the Debtors to the joint
venture Company. Upon receipt of the $2,300,000 from the joint
venture Company, the Debtors will purchase the Polar Equity
Interest directly.

By Motion, the Debtors move for an Order authorizing the
acquisition of a 40% interest in Owens Corning (Nanjing)
Foamular Board Co., Ltd., a Sino-foreign equity joint venture.
The Debtors believe that there are sound business justifications
for the purchase.

J. Kate Stickles, Esq., at Saul Ewing LLP in Wilmington,
Delaware, states that several sound business reasons exist for
the proposed purchase of the Polar Equity Interest, including:

A. The Debtors' purchase of the Polar Equity Interest allows it
   to obtain the majority interest in the joint venture
   Company, and therefore, allows the Debtors to capture the
   significant cash benefits of the leveraged growth in the

B. The joint venture Company maintains a market share of 65% to
   70% of the foam insulation market in China and is the only
   high quality multinational foam producer. The foam
   insulation market in China is a growing market.

The Debtors predict that the size of the foam insulation market
will triple in the next five years. Ms. Stickles anticipates
that the joint venture Company will expand, thus increasing its
capacity in the market, and, as a result, the joint venture
Company will maintain, if not improve, its leadership position
in the market. The ultimate growth and financial success of the
joint venture Company will benefit the Debtors and its

Ms. Stickles contends that the proposed Purchase Price is
economically attractive to the Debtors as the Debtor estimates
that the present value of the joint venture Company is
$10,900,000, thus a 40% share of the joint venture Company is
valued at approximately $4,400,000, a value significantly
greater than the proposed Purchase Price.

Ms. Stickles assures the Court that the Debtors and Polar have
negotiated the proposed sale/purchase of the Polar Equity
Interest at arm's-length and in good faith. The Debtors believe
that the terms of the proposed transaction are fair. (Owens
Corning Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

PACKAGED ICE: Abelco Extends New $88MM Secured Credit Facility
Packaged Ice, Inc. (Amex: ICY) announced that it has received a
fully underwritten commitment for a new $88 million secured
credit facility from Ableco Finance LLC, a specialty finance
company focusing on refinancings, leveraged lending and asset-
based facilities.  Closing is expected prior to year-end 2001,
subject to due diligence, completion of definitive documentation
and customary closing conditions.  The facility consists of a
$38 million revolving loan and a $50 million term loan, maturing
October 31, 2004.  The new facility provides Packaged Ice with
increased financial flexibility through an improved covenant
structure and the elimination of interim principal payments, and
improves the Company's liquidity.  Proceeds of the loan will be
used to refinance existing indebtedness and fund general
corporate needs.  This facility will replace the Company's
existing $88 million facility.

Separately, Packaged Ice announced that it has entered into a
definitive agreement with California-based Mountain Water Ice
Companies to sell certain traditional ice assets in California
and Nevada and to purchase certain traditional ice assets in
Arizona and Nevada.  Financial terms of the transaction were not
disclosed.  The closing is expected to be effective as of
December 31, 2001, subject to customary closing conditions.

Packaged Ice and Mountain Water Ice will also enter into a
management agreement, under which Mountain Water will manage the
Ice Factory business in California.  Packaged Ice retains
ownership of the Ice Factory machines and its proprietary
technology, but Mountain Water assumes responsibility for all
operations relating to the approximately 650 Ice Factory
machines currently installed in California.

"We are pleased with the new banking relationship, and
appreciate the support and confidence reflected in this much-
improved credit facility," stated Chairman and Chief Executive
Officer William P. Brick.  "The more flexible structure of this
facility enables us to better pursue our stated goals of
improving our operating results and reducing our debt.

"We believe the agreement with Mountain Water will provide us
with greater efficiencies and productivity in manufacturing and
distribution, and is an important step in achieving strategic,
financial and operating objectives for Packaged Ice," continued
Mr. Brick.

Packaged Ice is the largest manufacturer and distributor of
packaged ice in the United States and currently serves over
76,000 customer locations in 31 states and the District of
Columbia.  The Company has the ability to serve its customers
through traditional ice delivery routes, warehouse programs, or
through the use of its proprietary Ice Factory? technology.  
Packaged Ice supplies ice through all significant channels of
distribution, including supermarkets and convenience store
retailers, restaurants, special entertainment events, commercial
users and the agricultural sector.

Packaged Ice's September 30 balance sheet showed a $47 million
working capital deficiency.  

PEACE ARCH: Completes Partial Refinancing of Subordinated Debt
Peace Arch Entertainment Group Inc. (AMEX: "PAE"; TSE: "PAE.A",
"PAE.B") announced that it has refinanced a portion of its
subordinated debt.

Peace Arch is pleased to announce that Working Opportunity Fund
(EVCC) Ltd., has replaced $3.96 million of subordinated debt
held by the Business Development Bank of Canada and two funds
managed by Mercantile Bancorp Ltd. This brings the Company's
total debt outstanding to WOF to $5.3 million.

In September, Peace Arch entered into a forbearance agreement
with its subordinated lenders, managed by Mercantile Bancorp,
that required the Company to either repay its subordinated debt
or cure a breach under its Loan Agreement by November 30, 2001.
In accordance with this agreement, $2.2 million of the Company's
subordinated debt was repaid during September and October 2001,
reducing the total outstanding to $5.7 million.

As part of the refinancing with Working Opportunity Fund, the
subordinated lender group will extend the term of the loans from
February 28, 2002 to December 31, 2002 and will waive all pre-
payment penalties. In consideration for these and other
concessions negotiated by the Company, the interest rate has
been increased to 36% per annum, payable monthly, on all but
$251,963 of the outstanding subordinated debt that is held by
two directors of the Company. As additional consideration, the
Company has issued warrants to purchase 230,000 Class B
Subordinate Voting Shares on or before June 30, 2003 at the
current market price. Concurrently, warrants to purchase 85,205
Class A Multiple Voting Shares were cancelled.

"Although the new loans bear interest at an high annualized
rate, we view this as a short term bridge loan that we intend to
repay or refinance well before its maturity", commented Garth
Albright, Chief Financial Officer of Peace Arch Entertainment
Group Inc.

"We are pleased that Working Opportunity Fund has increased its
financial commitment to our Company and, in the process, removed
the two lenders that did not support the Company's vision,"
stated Juliet Jones, Chief Executive Officer of Peace Arch
Entertainment Group Inc. "With this important issue behind us,
we look forward to the pursuit of our strategic objectives as a
creator and distributor of quality, cost effective television
programming with worldwide appeal."

The Company also announced that it has converted a $6.6 million
current liability due to FremantleMedia Enterprises into a
secured loan with monthly interest payments at 10% per annum and
principal repayments over three years. This transaction improved
the Company's working capital position by approximately $5.9

The Company also announced that, following the completion of the
re- financing, its President and Founder, Timothy Gamble, has
resigned as an officer and director of the Company, in order to
pursue other business opportunities. He will continue to work
with the Company as an independent contractor with respect to
the Company's existing and future production slate. Mr. Gamble
was highly instrumental in building the Company from its
beginnings as a service provider into Western Canada's largest
independent producer of proprietary television programming.

"Tim has been a key figure within Peace Arch for the past 21
years," noted Ms. Jones. "During that time he has worked
tirelessly on the Company's behalf, and his vision has served to
solidify Peace Arch's position as a leader in its field."

The Company also announced that Yad Garcha of GrowthsWorks
Capital, Manager of the Working Opportunities Fund, has joined
its Board of Directors. Board Member Stephen Cheikes resigned
his seat effective November 30, 2001. In addition to her role as
Chief Executive Officer of Peace Arch, Ms. Jones will assume the
role of President.

Ms. Jones added, "I would like to thank Mr. Cheikes, who has
been a Board Member and a long-term supporter of the Company
since 1998, for his contributions towards the achievement of
Peace Arch's strategic objectives."

Peace Arch Entertainment Group Inc. creates, develops, produces
and distributes proprietary television programming for worldwide
markets. The Company is headquartered in Vancouver, British
Columbia, and its stock trades on the American Stock Exchange
under the symbol "PAE"; and on the Toronto Stock Exchange under
the symbols "PAE.A" and "PAE.B".

Working Opportunity Fund is British Columbia's largest venture
capital fund and one of the Company's largest investors.

Additional information on Peace Arch Entertainment can be
accessed on the Internet at

PENTASTAR COMMS: Verizon Will Not Renew Agency Agreement in 2002
PentaStar Communications, Inc. (Nasdaq: PNTA), the nation's
largest communications services agent, announced that on or
before March 1, 2002 it will no longer be an authorized agent
for Verizon Communications due to Verizon's restructuring of its
agency program.

Verizon has communicated to PentaStar that it would not renew
PentaStar's agency agreement in 2002.  Verizon stated that it
took this action as part of a previously announced plan to
reduce costs associated with its authorized agent program.  
PentaStar primarily sells Verizon products in the Northeast
Region of the U.S.   Revenue from Verizon accounted for
approximately $6,136,000 for the nine months ended September 30,
2001 and PentaStar's Northeast Region realized a loss before
income taxes and negative EBITDA of $861,000 and $348,000,
respectively for the nine months ended September 30, 2001.

In response to Verizon's decision, PentaStar is taking steps
necessary to ensure that the Company efficiently utilizes its
sales presence in the Northeast Region.  PentaStar will continue
selling complimentary telecom services to existing Northeast
Region customers and ultimately redirect its local sales effort
to focus on new customers utilizing both existing and new
carrier relationships.

"While we are disappointed with Verizon's decision to not renew
its largest agent's agency agreement in 2002, we will continue
to focus on developing national carrier relationships that
allows us to offer customers the most comprehensive
communications solutions available.  Our sales representatives
are equipped to sell the products and services of a variety of
carriers and because of the customer relationships that we have
built through the years we can actively market to a broad
network of customers.  We look to continue partnering with
carriers that support an agency sales channel and whom we can
develop a prosperous relationship," said Bob Lazzeri, Chief
Executive Officer of PentaStar.

PentaStar has strategic agency relationships with Ameritech,
Qwest, SBC, Bell South and Pac Bell, and other
telecommunications service providers including AT&T, Cable &
Wireless, Global Crossing, WorldCom and XO Communications.

PentaStar designs, procures and facilitates the installation and
use of communications services solutions that best meet
customers' specific requirements and budgets.  PentaStar was
formed in March 1999 to become a national communications
services agent and specializes in being the single source
provider of total communications solutions for its business
customers. PentaStar's common stock is traded on the Nasdaq
National Market under the ticker symbol PNTA.  For more complete
information about PentaStar, contact PentaStar Communications,
Inc., 1660 Wynkoop St., Denver, Colorado 80202, (303) 825-4400,
visit the Company's website at or  
send an email to

As reported in the Troubled Company Reporter on September 4,
2001, PentaStar Communications, Inc., received a waiver of
defaults and extension of loan maturity until September 30,
2001, on its credit agreement with Wells Fargo Bank West,
National Association.

POLAROID CORP: Gets Okay to Hire Ordinary Course Professionals
The Court authorizes Polaroid Corporation, and its debtor-
affiliates to hire and pay, without formal application to the
Court by any Ordinary Course Professional, the full billed
amounts of the interim fees and disbursements of each Ordinary
Course Professional upon submission to the Debtors of an
invoice setting forth in reasonable detail the nature of the
services rendered after the Petition Date and calculated in
accordance with such Professional's standard billing practices
(without prejudice to the Debtors' right to dispute any such
invoices).  But it is provided, however, that no compensation
paid to an Ordinary Course Professional shall be final until the
retention of such Professional is authorized as a final matter.

Judge Walsh makes it clear that payments to an Ordinary Course
Professional shall be subject to the approval of the Court if
payments to such professional exceed $30,000 in any one month or
$300,000 during the entire case.  But it is provided, however,
that with respect to Arthur Andersen, the payment of interim
fees and disbursements shall be subject to Court approval if
such payments exceed $50,000 in any one-month or $500,000 during
the entire case.

The Court requires each Ordinary Course Professional to file a
verified statement, no later than 30 days after the entry of
this Order, including a general explanation and description of
pre-petition services rendered and post-petition services to be
provided to the Debtors upon these parties:

    (a) Office of the United States Trustee,
    (b) Counsel to any Committee(s),
    (c) Counsel to the Agent for the Debtors' pre-petition
    (d) Counsel to Agent of the Debtors' proposed post-petition
        debtor-in-possession lenders, and
    (e) counsel to the Debtors

During the same period, each Ordinary Course Professional who is
not an attorney is directed to send a statement setting forth a
description of the pre-petition services rendered and post-
petition services to be provided along with any engagement
agreement or fee arrangement with the Debtors to the Office of
the United States Trustee and counsel to the Debtors.  Judge
Walsh emphasizes that this information shall be deemed
confidential and shall not be shared by the United States
Trustee or counsel to the Debtors unless subject to a
confidentiality agreement acceptable to the non-attorney

Upon receipt of such statement, the United States Trustee, the
Committee(s), and the Lenders shall have 20 days to object to
the retention of the Ordinary Course Professional.  Any
objections shall be served upon the Ordinary Course Professional
and the Notice Parties.  If the objection cannot be resolved
within 20 days of service, the matter shall be scheduled for
hearing before the Court at the next regularly rescheduled
omnibus hearing.  If there are no objections, then the retention
and compensation of the Ordinary Course Professional shall be
deemed approved.

In addition, the Court also authorizes the Debtors employ and
retain other Ordinary Course Professionals without need for
further hearing or Order of the Court.  The Debtors will simply
have to file a supplemental list containing the name and
estimated monthly fee of the Additional Ordinary Course
Professional, along with a brief description of the services to
be rendered.  Additional Ordinary Course Professionals who are
attorneys have 30 days from the filing of the Supplement to file
their disclosure statements.  Judge Walsh orders the Debtors to
make invoices of the Ordinary Course Professionals available to
the United States Trustee's Office upon request.  The United
States Trustee than has 20 days from receipt to object to the
payment of such invoice. (Polaroid Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

PREMIER LASER: Inks 2nd Deal to Sell Assets to SurgiLight Inc.
SurgiLight, Inc. (OTC Bulletin Board: SRGL), announced that it
had executed a second agreement with Premier Laser Systems, Inc.
to acquire its remaining Er:YAG inventory (original cost of
approximately $3,000,000), two additional ophthalmic laser
products, and the right to license or acquire additional
patents.  The purchase price is $350,000 in cash and $1,350,000
in common stock.  Both the stock and cash payments are
conditional on Premier's bankruptcy court approval, as well as
delivery of certain assets from Premier and will be paid in
installments from December 2001 through May 2002.  In addition,
SurgiLight has agreed to pay associated legal and distribution

The first delivery of assets is scheduled for December 15th and
will include CE marked finished goods lasers that SurgiLight can
immediately sell to international clinical sites.

"We are pleased to conclude this additional purchase from
Premier.  We have an immediate need for more CE marked
OptiVision lasers," stated Timothy Shea, Chief Operating Officer
of SurgiLight.  "The new technology should enhance our research
and development programs.  In addition, Premier's shareholder
base, which will be receiving the SurgiLight shares as part of
the purchase price, is perfectly tailored for our company
because it consists of ophthalmologists and investors interested
in laser companies.  The Premier shareholder base of more than
10,000 shareholders will augment our current shareholder list,
helping us reach one of the criteria for becoming a Nasdaq Small
Cap stock."

SurgiLight is a leader in the acquisition and development of new
laser technologies for ophthalmic applications, including lasers
for cataract removal, treatment of glaucoma, presbyopia reversal
and treatment of psoriasis with 16 patents granted and 23
patents pending.  The Company continues to receive royalty
income from Eye Laser Centers.

PROTECTION ONE: Net Loss Jumps to $64.7MM in Nine-Month Period
Protection One Inc. incurred a net loss of $57.2 million for the
year ended December 31, 2000 and a net loss of $64.7 million in
the first nine months of 2001. This net loss reflects a decline
in revenues and substantial charges incurred by the Company for
amortization of customer accounts and goodwill and interest
incurred on indebtedness. The Company indicates that it does not
expect to have earnings in the foreseeable future.

Protection One had a net decrease of 118,831 in customer
accounts in the first nine months of 2001, including 24,620
customers related to dispositions and conversions, as compared
to a net decrease of 119,529 customer accounts in the first nine
months of 2000. It is expected that this trend will continue
until the efforts Protection One is making to acquire new
accounts and reduce attrition become more successful than they
have been to date. Until the Company is able to reverse this
trend, net losses of customer accounts will materially and
adversely affect business, financial condition and results of
operations. The Company is currently focused on the completion
of its current infrastructure projects, cost reductions, the
development of cost effective marketing programs, and the
generation of positive cash flow.

                         *   *   *

Early last month, Standard & Poor's lowered its corporate credit
and senior unsecured debt ratings on Protection One Alarm
Monitoring Inc. to single-'B' from single-'B'-plus and its
subordinated note ratings to triple-'C'-plus from single-'B'-
minus. According to S&P, the company's operating performance
continues to deteriorate, thus, weakening its credit protection
measures. In addition, the ratings on Protection One, S&P says,
take into consideration a highly leveraged financial profile and
the management challenge of improving subpar operating

RG RECEIVABLES: S&P Places B- Rating on CreditWatch Negative
Standard & Poor's placed its single-'B'-minus rating on RG
Receivables Co. Ltd.'s $100 million 9.6% notes on CreditWatch
with negative implications.

The RG Receivables' transaction was taken off CreditWatch on
November 15, 2001, as a result of a reduction in the transaction
rating at the time to single-'B'-minus from single-'B'-plus.
Since that rating action, however, investors and the ultimate
issuer of the rated notes, Viacao Aerea Rio-Grandense S.A.
(Varig), have agreed to release amounts held in the transaction  
reserve account to investors in partial repayment of the
outstanding notes.

Although the partial repayment of outstanding notes leaves
investors' net exposure to the transaction unchanged, Standard &
Poor's believes that the elimination of the reserve account
could potentially increase the risk of default in the event that
receivables generation weakens significantly from its estimated
current coverage level of 2.7 times quarterly debt service due.
Should receivables generation decline below 2.5x quarterly debt
service for two consecutive payment periods (or below 2x
quarterly debt service in any single payment period), an early
amortization of the notes' debt service could occur that could
place significant strain on Varig's operational liquidity.

If generation were to fall below 1x quarterly debt service for
at least one full payment period but then subsequently recovers,
a default would occur that might have been avoided had the
reserve account still been in place. Therefore, Standard &
Poor's will be monitoring the performance of the transaction
closely going forward, paying particular attention to issues
such as flight frequency, load factors, and the status of
aircraft lease negotiations, all of which can impact the level
of receivables generation.

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

REPUBLIC TECHNOLOGIES: Says Labor Pact Will Boost Reorg. Process
Republic Technologies International LLC, the nation's leading
supplier of special bar quality steel, announced that it has
reached an agreement in principle with the United Steelworkers
union that, once finalized and ratified, will accelerate
Republic's reorganization process.

The terms of the agreement will not be released until it is
reviewed and ratified by local union officials and the members.  
Republic expects the agreement to facilitate lower costs,
improved financial performance, continued financing and an
emergence from Chapter 11 bankruptcy protection.

"We are very pleased," said Joseph F. Lapinsky, Republic's
president and chief executive officer.  "In the face of
deteriorating market conditions, the company and union have
worked very hard for several months on these negotiations, and
our work is paying off.  Both sides have informally agreed to
major changes that demonstrate our shared commitment to
Republic's success. We expect to finalize this agreement and
seek required approvals very soon.

"Because conditions in our marketplace remain poor, we still
have a tough road ahead that is full of risks and uncertainties.  
However, we are hopeful that this agreement, when ratified, will
lead to Republic's emergence from Chapter 11 stronger than

The agreement would cover more than 3,500 hourly employees at
Republic plants in Canton, Massillon, and Lorain, Ohio; Beaver
Falls, Pa.; Chicago and Harvey, Ill.; Gary, Ind.; Lackawanna,
N.Y.; and Hamilton, Ont.

Republic also announced that it has an agreement with its
lenders to amend the company's debtor-in-possession (DIP)
financing.  The agreement will enable the company and union to
have time to finalize their agreement in principle. It also
requires Republic to develop a contingency plan to protect the
lenders' collateral. It is anticipated that under such a plan,
Republic would continue to produce and ship orders, and would
continue paying suppliers in accordance with purchase order

Republic Technologies International, based in Fairlawn, Ohio, is
the nation's largest producer of high-quality steel bars. With
4,300 employees and 2000 sales of nearly $1.3 billion, Republic
was included in Forbes magazine's 2001 and 2000 lists of the
largest U.S. private companies. Republic operates plants in
Canton, Massillon, and Lorain, Ohio; Beaver Falls, Pa.; Chicago
and Harvey, Ill.; Gary, Ind.; Lackawanna, N.Y.; Cartersville,
Ga.; and Hamilton, Ont. The company's products are used in
demanding applications in the automotive, agricultural,
aerospace, off-highway, industrial machinery and energy

TECHNEST HOLDINGS: Capital Deficit Stands at $1MM as of Sept. 30
Technest Holdings Corporation's principal source of revenue
historically was from the resale of telephone and data
communications, which operations were discontinued commencing in
July 2000. Accordingly, the revenue for the three months ended
September 30, 2000, which was $6,086, as compared with $24,600
in the same period of the prior year, was eliminated in
accounting for the results of discontinued operations. The
Company does not expect to report significant revenue from these
sources in the future; it does expect to revenue from its web
site and Chinese and subsidiary.

The Company had negative working capital of $1,003,123 at
September 30, 2000. Net cash used in operating activities was
$1,730,437 for the nine months ended September 30, 2000. Cash
used in operating activities was primarily attributable to a net
loss of $3,664,412. This was partially offset by non-cash items
such as depreciation and amortization of $1,026,976,  interest
expense on conversion of promissory notes into equity of
$394,747 and stock  compensation costs of $457,003.  Net cash
used in operating activities for the nine months  ended
September 30, 1999 was $2,211,940, which was principally due to
the net loss of $2,595,710 offset primarily by a non-cash
compensation expense resulting from stock options  granted of
$548,434.  Based on the discontinuance of certain operations of
the Company, it is  anticipated that net cash used on operating
activities on a go forward basis will decrease in the short
term. As part of the accounting for discontinued operations,
accounts receivable were written down by $57,589 and accounts
payable by $4,166 for amounts related to the  discontinued
operations, for a net charge (recognized in the second quarter)
of $53,423.

Unless Technest generates significant revenue or obtains
financing in the near future, its operations in the development
stage raise substantial doubt about its ability to continue as a
going concern. There can be no assurance that additional capital
beyond the amounts currently forecasted will not be required,
nor that any such required additional capital will be available
on reasonable terms, if at all, at such time as required by the

USG CORP: Court Okays Bilzen as Counsel to Property Claimants
The Official Committee of Asbestos Property Damage of USG
Corporation obtained the Court's permission to employ the Miami,
Florida lawfirm of Bilzen Sumberg Dunn Baena Price & Axelrod,

The PD Committee employs Bilzen to perform professional services
such as:

     - providing the PD Committee with legal advice with respect
       to its rights, duties and powers in the Consolidated

     - assisting the PD Committee in investigating acts,
       conduct, assets, liabilities and financial condition of
       the Debtors, the operation of the Debtors' businesses and
       the desirability of the continuance of such businesses
       and any other matter relevant to the Consolidated Cases
       or to the formation of a plan;

     - preparing pleadings and applications as may be necessary
       in furtherance of the Committee's interest and

     - participating in formulating a plan or plans of

     - assisting the PD Committee in considering and requesting
       the appointment of a trustee or examiner or conversion,
       should such action(s) become necessary;

     - consulting with the Debtors, their counsel and the United
       States Trustee concerning the administration of this

     - representing the PD Committee in hearings and other
       judicial proceedings; and

     - performing such other legal services as may required and
       as are deemed to be in the best interests of the PD
       Committee and the constituency which it represents. (USG
       Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)

URBANA.CA: Seeking Financing Alternatives to Ensure Survival
During January 2000,, through its wholly owned
subsidiary, U.R.B.A. Holdings Inc., acquired all of the
outstanding shares of three Canadian companies which are in the
business  of developing and marketing Internet-based products
and services through the licensing of LocalNet portals and
distribution of set-top boxes.  The companies acquired were Enterprises Corp., E-Bill Direct Inc., and, Inc. On March 10, 2000, these companies were
amalgamated under the statutory laws of the province of Ontario,
Canada to form Enterprises Corp.

For the nine-month period ended September 30, 2001,
had a net loss of $1,606,704.  This loss compares with a net
loss of $2,309,452 for the corresponding period in the prior
year. During the nine-month period ended September 30, 2001,
revenue was $120,341 earned  from entering into a System Access
Agreement with Eagle Wireless International, Inc., and from
service and other income.  During the nine month period ended
September 30, 2001, expenses  totaled $1,727,045 consisting of:  
consulting and management of $295,178, depreciation and  
amortization of $588,303, interest and finance costs of
$107,483, office and general of $190,834, professional fees of
$173,915, salaries and benefits of $118,258 and technology
contract fees of $219,160. is a development stage enterprise. has only
recently generated revenue and is continuing to incur
substantial costs in connection with pursuing the development of
its business.'s continued existence is dependent on
its ability to obtain sufficient financing to meet its financial
needs and ultimately to attain profitable operations. Funding,
if any, is expected to come from the sale of securities.  Other
than the Equity Line of Credit with Cornell Capital Partners
L.P. does not have any commitments for financing and
no assurances can be given that will be successful  in
raising sufficient financing to continue its operations.'s primary need for capital is to fund its operations
and to satisfy $1.2 million of outstanding loans.
does not have sufficient funds to satisfy these obligations.  To
meet these obligations, will need to sell securities.  
Other than the Equity Line of Credit, does not have
any commitments for funding.  No assurances can be given that
the funding available under the Equity Line of Credit will be
sufficient to meet's funding needs.

At September 30, 2001, had a working capital
deficiency of $1,387,162, inclusive  of loans payable, and has
accumulated losses since inception of $5,679,122.  
primarily continues to secure its financing requirements by way
of equity and debt financing.  The factors listed raise
substantial doubt about the Company's ability to continue as a
going concern.

VENTUREQUEST: Plans to Seek New Financing to Continue Operations
VentureQuest Group, Inc., formerly Venture Tech, Inc., is a
development stage company and has  incurred losses from its
inception through September 30, 2001. From 1995 to March 2001,
the Company was engaged in the development, acquisition and
licensing of certain computer based technology designed to
ultimately offer a full range of casino-style gaming,
entertainment, information and financial transaction services
over the worldwide Internet.  The Company's gaming business had
been operated through its wholly owned subsidiary, EuroAsian E-
Casinos International Ltd.

In February 2001, the Company purchased Gamecasters, Inc., a
Nevada Corporation, that is  engaged in the business of
acquiring distressed and undervalued transaction based companies
in order to develop these business opportunities to their full
potential.  The Company's primary area of interest is
transaction based businesses that provide a recurring revenue
stream from  transactions or that does not involve physical
delivery  of  goods. Transactions can occur through the use of a
wide variety of devices including, Internet access machines,
Internet websites, amusement devices, cash machines and public
telephones.  The Company's proprietary  transaction network and
management software--Cybertrak--is being used as the primary
tool for integrating and managing transaction based
opportunities.  To date, the Company has focused on transactions
involving amusement devices, such as arcade style video games.

On March 8, 2001, the Company sold E-Casinos International to
Nexus Marketing, Inc. for $350,000 less accounts payable and
accrued liabilities of approximately $160,000. Under the terms
of the Agreement, the Company has agreed to receive the $190,000
balance based on a  percentage of gross revenues generated by E-
Casinos International.  The $190,000 was recorded as a deferred
gain on disposition of a subsidiary company and revenue will be
recognized in the future as funds are received by the Company.  
To date, the Company has not received any  funds pursuant to
this arrangement.  Nexus Marketing, Inc.'s marketing and
promotional   strategy is under development and is  slowly
transitioning into full scale operations.

During the nine month period ending September 30, 2001,
VentureQuest incurred consulting fees of $105,630 and $58,475 of
unreimbursed expenses due to a corporation related to a  
shareholder (Eric  Hutchingame).  The Company also incurred
consulting fees and expenses to a corporation owned by a related
party (William  Baker) in the amount of $67,146. No formal terms
of payment have been entered into by the Company and these

The Company has incurred operating losses from its inception
through September 30, 2001. The Company does not have a
significant established source of revenues sufficient to cover
its operating costs and to allow it to continue as a going
concern. It is the intent of the Company to seek additional
financing through private placements of its common  stock.  This
will be accomplished through the use of convertible Preferred
shares.  Management believes the funds will more likely than not
be successfully raised, but there can be no assurance of this.  
Additionally, the Company intends to use the marketable
securities as additional cash flow. The Company expects that
operations will increase in 2001, and will provide cash flows
from operations and expansion.  The Company expects that it will
need $400,000 to $500,000 of additional funds for operations and
expansion in 2001.

VIALINK COMPANY: Leaves Nasdaq and Moves to OTC Bulletin Board
The viaLink Company (Nasdaq:VLNK) learned late that the
company's stock has been delisted from the Nasdaq National
Market. viaLink's stock will begin trading on the Over-the-
Counter Bulletin Board (OTCBB), effective with the opening of
business on Monday, December 3, 2001.

The decision by the Nasdaq Listing Qualifications Panel to
delist viaLink's stock was based on the company's failure to
meet Nasdaq's Marketplace Rule 4310 requiring companies to have
a minimum market capitalization of $50 million. viaLink expects
the move from Nasdaq to the OTCBB to have no impact on day-to-
day operations or the company's growth potential going forward.

VIDEO UPDATE: Court Moves Plan Confirmation Hearing to Dec. 18
Movie Gallery, Inc. (Nasdaq/NM: MOVI) announced that it expects
to consummate the acquisition of Video Update by December 21,
2001. The confirmation hearing on Video Update's plan of
reorganization has been rescheduled by the bankruptcy court for
December 18, 2001. Based upon the creditors' overwhelming
acceptance of the plan, Movie Gallery anticipates that the court
will confirm the plan of reorganization and that its acquisition
of approximately 320 Video Update stores will be consummated
shortly thereafter. Upon consummation, the Company will be
operating in 41 states and 5 Canadian provinces.

Movie Gallery currently owns and operates a total of 1,085 video
specialty stores located in 31 states. Movie Gallery is the
third largest video specialty retailer in the United States and
is the leading provider of movie and video game rentals and
sales in rural and secondary markets.

WINE.COM: Grocery Outlet Buys Over $4 Million in Inventory
They've done it again! Just on the heels of finishing off the
largest single inventory liquidation sale of an online grocery
delivery business (Webvan), Grocery Outlet Inc. has successfully
purchased yet another failed online retailer's inventory. Former
online wine delivery retailer (the corporation), ceased
operations on April 27th, 2001, and subsequently filed for
Chapter 7 bankruptcy protection on May 4th, 2001. Their major
source of financing and principal creditor, Sand Hill Capital
foreclosed on their assets when payment was not made. This huge
wine liquidation consists of some of the's finest and
most unique product. Included in the liquidation are Chardonnays
from Chile & California, older vintage Burgundies & Bordeaux,
and Rieslings from Germany. Grocery Outlet has already begun
moving this outstanding selection to its network of California
stores. (the corporation) had attempted since 1999 to build a
market for home delivery of fine wines. High costs per
transaction, complexities of providing comprehensive consumer
education about fine wine and the inability of the site
to turn browsers into buyers all contributed to its demise. "In
an unprecedented year of failures, this is yet another
example of a wonderful idea put to rest by market conditions,
logistical issues, and public wariness of online delivery." says
Grocery Outlet CEO, James Patitucci. "However, our California
customers will now be the lucky benefactors of this once-in-a-
lifetime opportunity, and we are currently gearing up to serve
their needs."

Over its nearly 30 years in business, customers have come to
rely on Grocery Outlet to provide quality products at incredible
prices. 109 independently operated Grocery Outlet stores in 8
Western states offer fantastic deals on a variety of items
including grocery, frozen foods, deli/dairy, beer & wine,
housewares, health and beauty products, and much more. Grocery
Outlet finds the deals by scouring the nation and world for
amazing one time buys resulting from excess production,
packaging changes, warehouse overstocks and special
opportunities such as this one. Because of this philosophy,
selection in the stores changes daily with every new shipment.
Brand names for less is the name of the game at Grocery Outlet,
and smart shoppers reap the rewards -- savings up to 40% over
regular store prices. "In these challenging and unusual times,
customers are constantly searching for that extra bargain to
help preserve family income," said Mr. Patitucci. "Our heritage
has been built on selling great products at great prices," he
continued. "We are delighted to offer this treasure of fine
wines to our customers in California, and know that it is a
welcome addition to our stores' offering this holiday season."

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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


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

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

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

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

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

                     *** End of Transmission ***