TCR_Public/011220.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, December 20, 2001, Vol. 5, No. 248

                          Headlines

ANC RENTAL: Committee Urges Limits on Critical Vendor Payments
BURLINGTON INDUSTRIES: Bringing In Ordinary Course Professionals
CARIBBEAN PETROLEUM: Case Summary & Largest Unsecured Creditors
CHIQUITA BRANDS: Taps Ashurst Morris for Special Legal Services
COMDISCO INC: Court Intends to Okay Goldman Sach's $8.25MM Fees

COUNTRY STYLE: Gets Stay Under CCAA in Canada to Restructure
CORECOMM LIMITED: Inks Deals to Recapitalize $600MM in Debts
COVAD COMMS: Mellon Investor Replaces BankBoston as Rights Agent
DAN RIVER: S&P Affirms Junk Subordinated Debt Rating
E-SIM LTD: Balance Sheet Upside-Down at October 31

EGGHEAD.COM: Relaunches Web Site Powered by Amazon.com
ENRON: Taps Andrews & Kurth as Tax Counsel in Chapter 11 Cases
ENRON: Employees Reveal Depth of Financial Losses in Hearing
FEDERAL-MOGUL: Committee Hires Ashurst Morris as Special Counsel
FOREST OIL: S&P Rates $160MM 8% Senior Unsecured Notes at BB

GENESEE: Net Loss from Discontinued Operations Tops $22 Million
HAYES LEMMERZ: Final DIP Financing Hearing Set for January 4
ICG COMMS: Files Plan of Reorg. & Disclosure Statement in DE
IT GROUP: Brings In Lehman Brothers & UBS Warburg as Advisors
IMPSAT FIBER: Misses Scheduled Interest Payment on 12-3/8% Notes

INTEGRATED HEALTH: Will Auction Off Real Property in Maryland
INTERNET COMMERCE: Two Co-Founders Re-acquire LMi.net Assets
JACOBSON STORES: Opts Not to Make Interest Payment on Debentures
LAIDLAW INC: Selling 3 Canadian Properties for $5.4 Million
LOOK COMMS: Creditors Approve Plan of Arrangement in Canada

MGI SOFTWARE: Proposes Business Combination with Roxio Inc.
MARINER POST-ACUTE: Sets Bar Date for Admin. Claims Under Plan
MCCRORY CORP: Taps DJM Asset Management to Sell Store Leases
METALS USA: Unsecured Panel Retains Akin Gump as Legal Counsel
METROMEDIA FIBER: KPMG Replaces Ernst & Young as Accountants

NATIONSRENT: Gets Approval to Access Up to $20MM of DIP Facility
NETIA HOLDINGS: Unit Ends Currency Swap Pact with Merrill Lynch
NORTHLAND CRANBERRIES: Expects Workout to Boost Working Capital
OWENS CORNING: Futures Claimants Hires Solomon as Inv. Banker
OWENS CORNING: David Brown Named CEO, President & Board Member

OXFORD AUTOMOTIVE: Negotiating Restructuring of Debt Obligations
OXFORD AUTOMOTIVE: S&P Further Downgrades Junks Ratings
PACIFIC GAS: UST Appoints 4th Amended Creditors' Committee
PACIFIC GAS: Will File As Scheduled Amended Plan of Reorg.  
RAILTRACK GROUP: Survival Dependent on Resolution of Guarantees

RENT-A-CENTER: S&P Rates $100MM Senior Subordinated Notes at B
SBARRO INC: S&P Cuts Ratings Over Weakening Credit Measures
STARTEC GLOBAL: Chapter 11 Case Summary
SUN HEALTHCARE: Gets Okay to Buy 2 Atlantic Nursing Facilities
SYMPHONY SYSTEMS: Seeks Financing Options to Continue Operations

TRAVIS BOATS: Senior Inventory Lenders Waive Covenant Violations
TRISM INC: Files for Voluntary Chapter 11 Petition in Missouri
TRISM: Case Summary & 20 Largest Unsecured Creditors
UNITED SHIPPING: Preferred Shareholders Agree to Waive Rights
WHEELING ISLAND: S&P Assigns Low-B Rating on Proposed Sr. Notes

WHEELING-PITTSBURGH: Electro-Coal & Mid-South Demand Payment
WINSTAR COMMS: Talking with IDT to Sell All Assets for $38MM

* DebtTraders' Real-Time Bond Pricing

                          *********

ANC RENTAL: Committee Urges Limits on Critical Vendor Payments
--------------------------------------------------------------
Brenda L. Shannon, Esq., at Young Conaway Stargatt & Taylor LLP
in Wilmington, Delaware, tells the Court that the Official
Unsecured Creditors' Committee of ANC Rental Corporation, and
its debtor-affiliates, does not object an order authorizing the
Debtors to pay critical vendor claims the ordinary course of
business, subject to these limitations:

A. The only debts that should be paid under authority of the
   order are debts arising in the ordinary course of business
   between the parties, which do not include litigation
   judgments or settlements.

B. The timing and manner of such payments must be consistent
   with the prior course of dealing between the Debtors and the
   Program Partners, Customer Support Vendors and Critical
   Contract Laborers.

C. No pre-petition debts owed to a Program Partner, Customer
   Support Vendor or Critical Contract Laborer may be paid at
   a time when such person has ceased doing business with the
   Debtors or notified the Debtors that it intends to do so.

D. As a condition of receiving payment of pre-petition debt
   under authority of the Interim Critical Vendors Order or the
   final order, each Program Partner, Customer Support Vendor
   or Critical Contract Laborer Should be required to agree to
   continue doing business with the Debtors in the ordinary
   course on substantially the same terms and conditions as
   were in effect between the parties during the pre-petition
   period.

E. The amount of pre-petition debt that can be paid to Program
   Partners, Customer Support Vendors and Critical Contract
   Laborers under authority of the Interim Critical Vendors
   Order and the final order should be limited to the
   estimated amounts set forth in the Motion. If the actual
   amount of pre-petition debt owed to any of these categories
   of critical vendors exceeds the estimate set forth in the
   Motion, the Debtors should be required to obtain the
   Committee's prior written consent before paying additional
   Pre-petition debts of these parties. If the Committee
   approves the proposed payment of pre-petition debt to
   critical vendors in excess of the estimates set forth in
   the Motion, the Debtors would be authorized to make such
   additional payments in the ordinary course of business
   without further order of the Court. If the Committee does
   not consent, the Debtors would have the right to seek
   authorization from the Court on an expedited basis to make
   the proposed additional payments notwithstanding the
   Committee's objection, and the Committee would have the
   right to oppose the Debtors' motion.

F. The Debtors' authority to pay credit obligations with respect
   to Corporate Cards and American Express Central Billed
   Accounts should be expressly limited to liabilities
   incurred by current employees in the ordinary course of
   performing their job functions and should not apply to
   persons who are no longer employed by the Debtors. (ANC
   Rental Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
   Service, Inc., 609/392-0900)


BURLINGTON INDUSTRIES: Bringing In Ordinary Course Professionals
----------------------------------------------------------------
Burlington Industries, Inc.'s employees, in the day-to-day
performance of their duties, regularly call on outside
professionals, including accountants, attorneys, actuaries,
environmental, financial and other consultants, as well as other
professionals to assist them in carrying out their assigned
responsibilities.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, says that because of the magnitude and
breadth of the Debtors' businesses and the geographic diversity
of the professionals regularly retained by the Debtors, it would
be costly, time-consuming and administratively cumbersome for
the Debtors and this Court to require each Ordinary Course
Professional to apply separately for approval of its employment
and compensation.  Mr. Heath tells Judge Walsh that the
uninterrupted service of the Ordinary Course Professionals is
vital to the Debtors' continuing operations and their ability to
reorganize.

Accordingly, the Debtors request authority to retain, employ and
pay the Ordinary Course Professionals without further order of
the Court.

The Debtors do not believe that any of the Ordinary Course
Professionals will have average monthly fees of more than
$50,000 during the pendency of these chapter 11 cases.  However,
Mr. Heath states, if the average monthly fees of any Ordinary
Course Professional exceed $50,000 during the preceding 6-month
period ending at the conclusion of the prior calendar month (the
Reporting Period), the Debtors will seek to retain that
professional, pursuant to section 327 of the Bankruptcy Code.

According to Mr. Heath, the Debtors propose that no Ordinary
Course Professional will receive payment for post-petition
services rendered until such professional files an affidavit
with the Court, setting forth that such professional does not
represent or hold any interest adverse to the Debtors or their
estates with respect to the matters for which the professional
seeks retention.  The Debtors will serve each retention
affidavit on the Office of the United States Trustee, counsel to
the Debtors' proposed post-petition lenders and counsel to any
statutory committee pointed in these cases, Mr. Heath adds.

The Ordinary Course Professionals generally will not be involved
in the administration of these chapter 11 cases, Mr. Heath
explains.  Instead, they will provide services in connection
with the Debtors' ongoing business operations and the resolution
of any related operational difficulties.  As a result, Mr. Heath
contends, the retention and payment of the Ordinary Course
Professionals do not have to be approved by the Court.

Mr. Heath assures Judge Walsh that the Debtors will seek
specific Court authority to employ all professionals materially
involved in the actual administration of these chapter 11 cases.  
In addition, Mr. Heath remarks, no Ordinary Course Professional
with monthly fees averaging more than $50,000 will receive any
future payments from the Debtors until the Debtors first obtain
an order of the Court authorizing the professional's retention
and employment.

The Debtors proposes to pay without the prior review or approval
of the Court, all fees and expenses incurred by an Ordinary
Course Professional:

    (1) through and including the end of the Reporting Period in
        which the professional's fees first exceed the monthly
        average fee limit established for the particular
        professional by an order granting this motion, or

    (2) prior to the professional having a material involvement
        in the administration of a Debtor's estate.

In that connection, Mr. Heath suggests, the Debtors will file a
statement with the Court, and serve that statement on the U.S.
Trustee, counsel to the DIP Lenders and counsel to any statutory
committee appointed in these cases, which includes these
information:

  (a) any Ordinary Course Professionals employed by the Debtors
      during the previous 180 days; and

  (b) for each Ordinary Course Professional,

          (i) its name,

         (ii) the aggregate amounts paid as compensation for
              services rendered and reimbursement of expenses
              incurred by such professional during the Reporting
              Period, and

        (iii) a general description of the services rendered by
              such professional.

In a supplemental motion, the Debtors notify the Court that they
seek to include UNIFI Network, a subsidiary of
PricewaterhouseCoopers, as an Ordinary Course Professional in
these chapter 11 cases.

UNIFI Network will provide compensation consulting services to
the Debtors.  Specifically, UNIFI Network will assist the
Debtors with the development of compensation programs for
certain of their key executives and other employees.

In the next two to three months, Mr. Heath informs Judge Walsh,
UNIFI Network will be known as Buck Consultants after Mellon
Financial Corporation completes its acquisition of the human
resources outsourcing and consulting businesses of UNIFI Network
for $275,000,000.  Mr. Heath explains that Mellon Financial
intends to combine the acquired portion of UNIFI Network with
two other Mellon-owned entities - Buck Consultants and Mellon
Employee Benefits Solutions.

According to Mr. Heath, UNIFI Network's average monthly fees
will not exceed $50,000 during the pendency of these chapter 11
cases.  Mr. Heath further assures Judge Walsh that UNIFI Network
abide by the provisions in the Ordinary Course Professionals
Motion and any related order.

Thus, the Debtors reiterate their request for an order
authorizing them to retain, employ and pay the Ordinary Course
Professionals, including UNIFI Network. (Burlington Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-
0900)   


CARIBBEAN PETROLEUM: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Caribbean Petroleum, LP
             State Road #28, Km.2
             Luchetti Industrial Park
             Bayamon, PR 00961

Bankruptcy Case No.: 01-11657-PJW

Debtor affiliates filing separate chapter 11 petitions:

             Entity                        Case No.
             ------                        --------
             Caribbean Petroleum
             Refining, LP                  01-11658-PJW
             Caribbean Oil, LP             01-11659-PJW
             Caribbean Petroleum
             Corporation                   01-11660-PJW
             Gulf Petroleum (Puerto Rico)
             Corporation                   01-11661-PJW

Type of Business: The Debtor is in the business of distributing
                  petroleum products. The Debtor owns and/or
                  leases real property on which service
                  stations selling petroleum products are
                  stored and sold to retail customers.

Chapter 11 Petition Date: December 17, 2001

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Michael Lastowski, Esq.
                  William Kevin Harrington, Esq.
                  Duane, Morris & Heckscher LLP
                  1100 North Market Street
                  Suite 1200
                  Wilmington, DE 19801-1246
                  Tel: 302-657-4900
                  Fax: 302-657-4901

Estimated Assets: more than $100 million

Estimated Debts: $50 million to $100 million

A. Caribbean Petroleum, LP: Largest Unsecured Creditors

Entity                                Claim Amount
------                                ------------
Chevron USA, Inc.                       $300,000
555 Mark Street
Room 4023
San Francisco, CA 94105-2870

Cooperativa De Camioneros               $206,828

JF Martinez                             $121,054

PDCM Assoc                               $95,080

Popular Auto                             $75,920

O'Neill & Borges                         $74,160

Executive Advertising                    $66,031

Texaco Industries                        $61,108

Cima Communications                      $60,329

Ramon Pagan                              $59,170

Ponce Maintenance Corp.                  $56,501

Las Americas Petroleum                   $42,910

VB Investment Inc.                       $40,120

Celeb Brett USA                          $35,611

Tecnica industrial Y Petrolera           $33,677

BFI Ponce                                $28,970

LL Mechanical Contractor                 $27,320

Solares & Co.                            $24,848

American Petroleum                       $22,350

Ertec                                    $18,919

B. Caribbean Petroleum Refining, LP: Largest Unsecured Creditors

Entity                                Claim Amount
------                                ------------
Anderson, Mulholland & Assoc.           $377,687
110 Corporate Park Drive
West Harrison, NY 10604

Maryland Industrial Contractors         $343,562
Film Delivery
Penuelas, PR 00624

Secretario De Hacienda                  $324,227
San Juan, PR 00901

El Dorado Technical Services            $320,049
PO Box 361040
San Juan, PR 00936-1040

Industrial Hydrovac Services            $320,049
PO Box 7583
Ponce, PR 00732

Caleb Brett                             $159,842

UOP Inc.                                $140,120

Cana-Tex International                  $138,505

Wackenhut Puerto Rico Inc.               $72,039

Betz Dearborn Int'l                      $86,442

Foster & Wheeler Environmental Corp.     $85,318

The Foxboro Company                      $82,759

Peinemann Equipment                      $65,700

Holman Boiler Works Inc.                 $56,571

Chamineer Engineering                    $52,396

Process Control Systems Spec             $39,870

Karmar Company                           $39,200

National Response Corp.                  $39,161

Precision Compressor Parts               $39,004

J.R. Insulation Sales and Service        $37,069

C. Caribbean Oil, LP: Largest Unsecured Creditor

Entity                                Claim Amount
------                                ------------
Fleet                                 $68,00,000
100 Federal Street
Boston, MA 02110

D. Caribbean Petroleum Corp.: Largest Unsecured Creditors

Entity                                Claim Amount
------                                ------------
Inspecos, A.G.                        $126,957,163
Bleichistrasse 8, CH-6300
Zug, Switzerland

Secretario De Hacienda                 $14,735,166
San Juan, PR 00901

Coastal Fuels of Puerto Rico, Inc.      $5,200,000
Nine Greenway Plaza, #822A
Houston, TX 77046

USF&G                                   $3,000,000
PO Box 2142
San Juan, PR 00922

Puerto Rican-American Insurance Co.     $3,000,000
PO Box 70380
San Juan, PR 00936-8360

Secretario De Hacienda                  $2,842,325
San Juan, PR 00901

McConnel Valdes                           $330,008
PO Box 364225
San Juan, PR 00936-4225

A.I. Credit Corp.                         $204,181

BDO Seidman Llp                            $40,943

Corteico Puerto Rico                       $49,783

The Chalos Law Firm                        $44,848

Ethyl Corporation                          $39,860

Delaware Secretary of State                $16,562

Kirkland & Ellis                           $14,876

The Canada Life Insurance Co.              $14,797

Mellon Bank                                $13,585

Watson Wyatt & Company                     $13,052

American Express                            $9,589

Platt's Global Alert                        $8,195


CHIQUITA BRANDS: Taps Ashurst Morris for Special Legal Services
---------------------------------------------------------------
Chiquita Brands International, Inc., needs to retain special
international securities counsel to perform certain strategic
legal services that will be required during the course of this
chapter 11 case.  The firm Ashurst Morris Crisp was thus chosen
to advise the Debtor with respect to certain of the
international securities law and regulatory issues that will
arise in implementing the Debtor's plan of reorganization.  
Robert W. Olson, Senior Vice President of Chiquita Brands
International, Inc., says that such advice will include
assisting and advising the Debtor and its advisors on securities
and regulatory issues under local law in several European
jurisdictions in relation to the solicitation of votes and
elections available to holders of Subordinated Notes, the Plan
and related matters.

Mr. Olson, in explaining the Debtor's decision to retain
Ashurst, tells the Court that Ashurst has significant knowledge
of the facts and circumstances relating to the issuance and
holdings of certain Subordinated Notes and Senior Notes in
Europe.  According to Mr. Olson, this fact, combined with
Ashurst's extensive experience and expertise in the filed of
international securities law, convinced the Debtor of Ashurst's
ability to advise it on the time sensitive issues of finalizing
procedures for soliciting approval of the Plan.

Ashurst has begun document review and provided assistance to the
Debtor in anticipation of further negotiations with respect to
the Plan, Mr. Olson continues.  Both the business interruption
and the duplicative costs associated with obtaining substitute
counsel to replace Ashurst's role at this juncture would be
extremely harmful to the Debtor and its estate, Mr. Olson
advises Judge Aug.  If the Debtor retains counsel other than
Ashurst, Mr. Olson claims, the Debtor, its estate and all
parties in interest would be unduly prejudiced:

    (i) by the time and expense necessary to replicate Ashurst's
        ready familiarity with the intricacies of the Debtor's
        business operations, and

   (ii) the related delay seeking confirmation of the Plan.

The Debtor proposes to compensate Ashurst on an hourly basis at
its customary hourly rates.  The Ashurst Members who will be
handling the Debtor's case and their current hourly rates are:

              Attorney                   Hourly Rate
              --------                   -----------
              James Perry                   $599
              Richard Kendall                599
              Gonzalo Fernandez              599
              Alison Bunting                 458

Mr. Perry assures the Court that Ashurst does not represent or
hold any interest adverse to the Debtor or its estate with
respect to the matters for which Ashurst is to be employed.

Convinced that the engagement of Ashurst is essential to the
Debtor's successful reorganization, and satisfied as to the
firm's disinterestedness, Judge Aug authorized the Debtor's
retention and employment of Ashurst as special international
securities counsel. (Chiquita Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


COMDISCO INC: Court Intends to Okay Goldman Sach's $8.25MM Fees
---------------------------------------------------------------
After reviewing the Affidavit of Michael E. Esposito, United
States Trustee Ira Bodenstein (for the Northern District of
Illinois) says he accepts Mr. Esposito's testimony that at the
time he executed the Affidavits he did not have knowledge of the
Hewlett-Packard Engagement.  "What is not adequately explained,
however, is Mr. Esposito's failure to promptly supplement his
disclosure upon become aware of such engagement," Mr. Bodenstein
observes.

"While the U.S. Trustee agrees with the Equity Committee of
Comdisco Inc., that Goldman had a duty to disclose the
engagement, the U.S. Trustee does not believe that such failure
to disclose requires the this Court deny the Interim
Application," Mr. Bodenstein notes.

                          *     *     *

In a memorandum opinion, Judge Barliant states he is inclined to
overrule the Equity Committee's objection to Goldman's
application for interim allowance of Transaction Fee.
Accordingly, Judge Barliant intends to approve Goldman's
application.

Judge Barliant explains that Goldman's connection to Hewlett-
Packard did not create a conflict of interest.  The Court also
concludes that the connection was adequately disclosed.  The
Equity Committee's arguments failed to persuade Judge Barliant.
"Goldman simply did not, and does not, have any interest adverse
to the estate," Judge Barliant notes.  In addition, Judge
Barliant observes, Goldman's failure to supplement the initial
disclosure did not have the Debtors or conceal any material
connection because the information was public at that time.
(Comdisco Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


COUNTRY STYLE: Gets Stay Under CCAA in Canada to Restructure
------------------------------------------------------------
On December 13, 2001, Country Style Food Services Inc., received
a "stay Order" from the Ontario Superior Court of Justice under
the Companies' Creditors Arrangements Act. The Order gives the
company the flexibility it needs to restructure its operations
and finances with the long-term objective to return to
profitable growth. Deloitte & Touche Inc. will serve as the
Court-appointed monitor.

Country Style's financial performance has deteriorated as a
result of an increasing number of poor locations and under-
performing franchises. Under the Order, the company will close
many of its under-performing outlets immediately and refocus its
energies on growing and supporting the remaining healthy core of
profitable stores.

"The Court Order helps make it possible for us to restructure
our current business and secure the foundation for growth and
prosperity," stated Pat Gibbons, Country Style's new President
since September 10, 2001. "We are committed to serving customers
in markets across Canada. We have critically examined the
performance of all locations. Every store was assessed on its
ability to generate consumer traffic, present an inviting and
consistent Country Style atmosphere and meet sales objectives.

"The company will continue to operate over 150 strong locations
that will ensure our customers receive high quality products and
excellent service. These stores will continue to contribute
positively to our business, providing the base from which we
intend to revitalize Country Style," he said.

According to Gibbons, "We have entered a new era at Country
Style Foods. The current investors have given us a vote of
confidence by agreeing to inject new money into the company
which will help us make the restructuring plans work. We have
aggressive plans for new marketing initiatives that we believe
will build the Country Style brand and position us for growth.
Our franchisees and headquarters staff are working together with
renewed vigour to ensure the long-term health of our business."

Country Style Food Services Inc. is the third largest coffee and
donut franchiser in the Canadian quick service restaurant
industry. There are over 150 franchised and corporate locations
across Canada operating under the "Country Style" brand name.
Country Style also operates in the retail "fresh bake" industry
through over 60 franchised locations operating under the "Buns
Master" brand name.


CORECOMM LIMITED: Inks Deals to Recapitalize $600MM in Debts
------------------------------------------------------------
CoreComm Limited (Nasdaq: COMM), announced that it has signed
binding agreements for transactions that would allow the company
to exchange a total of approximately $600 million of its debt
and preferred stock.

As previously announced, CoreComm has been engaged in a program
to recapitalize a significant portion of its debt, and
consummation of these transactions will represent the completion
of this process.

Under the recapitalization, the following securities will be
exchanged: at least 97% ($160 million) of the Company's $164.75
million of 6% Convertible Subordinated Notes; 100% of the
Company's $105.6 million of Senior Notes; 64% ($28 million) of
the Company's $43.7 million in Senior Convertible Notes; and
100% of the Company's approximately $300 million in Preferred
Stock.

Pro forma for the recapitalization, the only remaining debt
obligations of the recapitalized company will be its $156.1
million credit facility, $15.8 million in Senior Convertible
Notes, and approximately $11.9 million in capital leases. There
will be no preferred stock outstanding immediately following the
recapitalization.

Thomas Gravina, COO of CoreComm, said: "These transactions
represent the culmination of more than a year of rapid
developments for CoreComm. We have successfully responded to the
significant downturn in the financial markets that began last
year. Today's transactions give the Company a capital structure
that is appropriate for the current state of our business, the
industry and the current financial environment. We believe that
the plan we are announcing today represents the best approach to
recapitalize the Company's debt and preferred stock in a timely,
efficient manner. We are very pleased that CoreComm has been
able to respond so successfully to its challenges, and believe
that the Company is now positioned to be one of the strong
competitive providers in the industry going forward.

"We believe that the Company is further along in the execution
and implementation of its revised business plan than many of our
competitors. The Company has and will continue to execute
successfully on its plans to increase profitability, improve
efficiency, reduce expenses, and continue revenue growth. As
shown in our recent financial results, we have reduced our
operating losses substantially, and we believe that we are in a
position to generate positive EBITDA in early 2002 and become
free cash flow positive in late 2002. The demand for
telecommunications products and services continues to be strong,
and we expect continued acceptance in the market for CoreComm's
voice and data services.

"This recapitalization transaction builds on the significant
success we have had operationally. The Company's significant
amount of debt and preferred stock was an impediment to our
ability to execute our plan effectively, and this
recapitalization represents a necessary step in creating a
company with an efficient capital structure that can effectively
compete in our growing industry."

The total consideration to be paid or exchanged under the
recapitalization is approximately $5 million in cash and the
issuance of approximately 87% of the equity in the recapitalized
company. The entity issuing such equity will be the current
first-tier wholly owned subsidiary of CoreComm Limited -
CoreComm Holdco, Inc., which will be the recapitalized public
company going forward. In accordance with the previously
announced agreements, holders of the $164.75 million 6%
Convertible Subordinated Notes will receive, in the aggregate,
approximately $5 million in cash and 5% of the common stock in
Holdco. The other senior debt and preferred stock holders will
receive no cash, and approximately 82% of the common stock in
Holdco. The current holders of shares of common stock and
warrants of CoreComm Limited will have a pro forma ownership of
approximately 13% of Holdco. Common stock in Holdco will be
offered to CoreComm Limited shareholders through a registered
public exchange offer (which will also be made to solicit any
remaining holders of the 6% Convertible Subordinated Notes, who
will be offered a pro rata share in the aggregate cash and
equity consideration described above). Holdco has also adopted a
new option plan for its employees.

In conjunction with the recapitalization, CoreComm also
eliminated approximately $15.5 million in other cash obligations
for 2002. The Company will continue to negotiate agreements with
its vendors and trade payables to further delever its balance
sheet.

The closing of the recapitalization transactions has commenced
with the closing of the previously announced 6% Convertible
Subordinated Notes exchange. The majority of the remaining
recapitalization transactions are expected to be completed by
the end of the year. The planned registered public exchange
offer is expected to occur in early 2002. Investors are
encouraged to read the information regarding the public exchange
offer at the end of this release

Holdco has agreed to file a shelf registration statement under
the Securities Act of 1933, as amended, to permit the sale of
the Holdco common stock being issued in most of the
recapitalization transactions.

In connection with the recapitalization, CoreComm and Holdco
have been granted an exception by Nasdaq absent which, CoreComm
and Holdco would have had to obtain stockholder approval prior
to the completion of the recapitalization transactions.
Accordingly, following the consummation of the registered public
exchange offer, Holdco will become the Nasdaq listed entity, and
will be subject to the continued inclusion requirements of the
Nasdaq National Market. A notice describing this exception to
the stockholder approval requirement is being mailed to
CoreComm's common stockholders today.

The company completed an amendment to its outstanding secured
credit facility which permits the recapitalization transactions
to occur under that agreement. The company is currently in
discussions with its senior lenders seeking an increase in
availability under the facility. There is no assurance that such
financing will be obtained.

The Company expects the recapitalization transaction to have no
impact on its customers.

The foregoing reference to the registered public exchange offer
shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of shares of common
stock of Holdco in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. Investors and
security holders are urged to read the following documents
(including amendments that may be made to them) once they are
completed, regarding the exchange offers for the shares of
CoreComm common stock and the 6% Convertible Subordinated Notes
because they will contain important information:

     --  Holdco's preliminary prospectus, prospectus supplements
         and final prospectus; and

     --  Holdco's Registration Statement on Form S-4, containing
         such documents and other information.

These documents and amendments to these documents will be filed
with the United States Securities and Exchange Commission. When
these and other documents are filed with the SEC, they may be
obtained free at the SEC's web site at http://www.sec.gov


COVAD COMMS: Mellon Investor Replaces BankBoston as Rights Agent
----------------------------------------------------------------
BankBoston, N.A., has resigned as Rights Agent under the
Stockholder Protection Rights Agreement, dated February 15,
2000, between Covad Communications Group, Inc. and BankBoston,
N.A. The Company has appointed Mellon Investor Services LLC as
the successor Rights Agent. Effective November 1, 2001, the
Company entered into the Amended and Restated Stockholder
Protection Rights Agreement with Mellon Investor Services LLC.

Covad is the leading national broadband service provider of
high-speed Internet and network access utilizing Digital
Subscriber Line (DSL) technology. It offers DSL, IP and dial-up
services through Internet Service Providers, telecommunications
carriers, enterprises, affinity groups, PC OEMs and ASPs to
small and medium-sized business and home users. Covad services
are currently available across the United States in 94 of the
top Metropolitan Statistical Ateas (MSAs). Covad's network
currently covers more than 40 million homes and business and
reaches approximately 40 to 45 percent of all US homes and
business. Covad Communications filed its Chapter 11 Petition in
Delaware (Bankruptcy Case No.: 01-10167) on August 15, 2001.


DAN RIVER: S&P Affirms Junk Subordinated Debt Rating
----------------------------------------------------
Standard & Poor's affirmed its single-'B'-minus, long-term
corporate credit rating on Dan River Inc. At the same time, the
triple-'C' subordinated debt rating was also affirmed. The
ratings are removed from CreditWatch where they were placed on
November 27, 2001.

The outlook is negative.

Total rated debt is about $120 million.

The ratings affirmations and removal from CreditWatch follows
the company's announcement that it has obtained a permanent
waiver of financial covenant defaults that were the subject of
an interim waiver dated November 12. Moreover, the current
amendment includes the establishment of a borrowing base,
adjusted covenants, and partial deferral of scheduled
amortization payments in 2002, which should alleviate near-term
liquidity pressures.

The ratings on Dan River reflect the company's aggressively
leveraged financial structure and very competitive and cyclical
industry conditions. These factors are offset by the firm's good
position in both the home fashions business and in the men's
shirting fabrics market.

Reflecting the difficult operating environment, EBITDA to
interest was about 1.5 times, operating margin was 8.4%, and
total debt to EBITDA was 6.7x for the 12 months ended September
30, 2001. Standard & Poor's does not expect these financial
measures to improve significantly in the near term.

                       Outlook: Negative

The outlook reflects Standard & Poor's expectation that Dan
River will maintain its market positions. However, if credit
measures weaken because of continuing difficult operating
conditions, or if the firm's financial flexibility is further
impaired, the ratings could be lowered.

DebtTraders reports that Dan River Inc.'s 10.125% bonds due 2003
(DAN1) trade between 22 and 25. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=DAN1


E-SIM LTD: Balance Sheet Upside-Down at October 31
--------------------------------------------------
e-SIM (NASDAQ:ESIM), the leader in advanced simulation
technology for product design, Web-based customer support and
marketing, announced its financial results for the third quarter
ended October 31, 2001.

Revenues for the third quarter were $958,063, compared with $
3.0 million for the comparable quarter. Gross profit for the
third quarter was $515,596, compared with $2.5 million for the
comparable quarter. The net loss for the third quarter was $2.3
million, compared to a net loss of $937,678 for the comparable
quarter.

On a pro forma basis, excluding the final write off expenses
related to the impairment of investment in the amount of
$426,108, the net loss would have been $1.9 million.

Total expenses for Q3 2001, excluding the impairment of
investment, were $2.8 million , a reduction of 29% from the
comparable quarter. "We are satisfied with our reorganization
which we have implemented over the past few months and we expect
to see further decrease in expenses during Q4, 2001 and Q1,
2002, to a quarterly expense level of less than $2.3 million"
said Ken Dixon.

Although sales have dropped significantly, management is
encouraged by the fact that the current back-log amounts to more
than $1m.

"Our whole management team remains focused and committed to
ensuring the company succeeds through these hard times and
despite the difficult market climate. We remain cognizant of and
actively pursue the best options to maintain growth." Said Ken
Dixon, President of e-SIM Ltd., "I believe that our efforts and
the continued endorsement of our products by leading companies,
such as Kyocera, Nikon and Samsung and others, is the strongest
indication of the strength of our technology and future."

Founded in 1990, e-SIM Ltd. --  http://www.e-sim.com-- is the  
leading provider of advanced simulation technology for product
development, Web-based customer support and marketing. e-SIM's
simulation technologies build off its RapidPLUS line of software
products that enable product designers and engineers to expedite
the concept-to-market life cycle by easily creating simulated
computer prototypes that are fully functional, interactive and
behaviorally identical to the manufactured products and systems.
e-SIM's proprietary technology enables the creation and
distribution of electronic LiveManuals, "virtual products" that
look and behave like real products, over the Internet or
intranet. e-SIM's customer support Web service, LiveManuals --
http://www.livemanuals.com, featuring its proprietary product  
simulations from multiple manufacturers, interactive user
manuals, personal product folios for easy reference,
comprehensive manufacturer support information and extended
warranties.

e-SIM Ltd., as of October 31, 2001, reports a total
stockholders' equity deficit of $1.5 million.  In addition, as
of the same date, the company's current liabilities exceed total
current assets by around $400,000.


EGGHEAD.COM: Relaunches Web Site Powered by Amazon.com
------------------------------------------------------
Amazon.com (Nasdaq:AMZN) launched its new Egghead.com Web site,
powered by Amazon.com's e-commerce platform.

The new Egghead.com site features a wide array of products and
includes the familiar Amazon.com "store tabs" for Electronics,
Computers, Software, Camera & Photo, Cell Phones & Service and
Computer & Video Games. In addition, visitors to the Egghead.com
site have easy access to all Amazon.com stores and product
categories, and benefit from Amazon.com's editorial and customer
reviews, personalization and recommendation features, 1-Click
ordering, and other popular site features.

To celebrate Tuesday's relaunch, Egghead.com will make a
significant number of the hard-to-find Nintendo GameCube systems
available for sale exclusively to Egghead.com visitors. These
highly sought-after GameCube packages are being made available
through Amazon.com's partnership with Toysrus.com. Customers can
purchase the Nintendo GameCube systems by visiting
www.egghead.com, and with expedited shipping options, can
receive them in time for the holidays.

"We are thrilled to relaunch the Egghead.com site with all the
power and benefits of the Amazon.com platform," said Steve
Frazier, vice president for Amazon.com's Electronics, Tools and
Kitchen segment. "Egghead.com's consumer and business customers
are fanatical about all things electronic, and we're pleased to
continue providing them with the exceptional selection and
service they've come to expect."

"[Tues]day's relaunch will allow our loyal Egghead.com customers
to continue shopping with the brand they know and trust," said
Jeff Sheahan, former CEO of Egghead.com. "Amazon.com is the
leader in e-commerce, and [Tues]day's relaunch will make the
Egghead.com experience better than ever for our customers."

Egghead.com's business customers can still shop for business
products and supplies with ease by purchasing through
Amazon.com's Corporate Accounts program
http://www.amazon.com/corporate

Amazon.com's relaunch of Egghead.com was made possible by
Amazon.com's acquisition of certain assets of Egghead.com
through the U.S. Bankruptcy Court for the Northern District of
California. Amazon.com will comply fully with the commitments in
Egghead.com's privacy policy, and no Egghead.com customer data
will be disclosed to Amazon.com without the consent of those
customers.

Amazon.com (Nasdaq:AMZN) opened its virtual doors on the World
Wide Web in July 1995 and today offers Earth's Biggest
Selection, along with online auctions and free electronic
greeting cards. Amazon.com seeks to be the world's most
customer-centric company, where customers can find and discover
anything they might want to buy online. Amazon.com and sellers
list millions of unique new and used items in categories such as
electronics, computers, kitchen and housewares, books, music,
DVDs, videos, camera and photo items, toys, baby and baby
registry, software, computer and video games, cell phones and
service, tools and hardware, travel services, magazine
subscriptions and outdoor living products. Through Amazon
Marketplace, zShops and Auctions, any business or individual can
sell virtually anything to Amazon.com's millions of customers,
and with Amazon.com Payments, sellers can accept credit card
transactions, avoiding the hassles of offline payments.

Amazon.com operates four international Web sites:
http://www.amazon.co.uk, http://www.amazon.de,  
http://www.amazon.frand http://www.amazon.co.jp It also  
operates the Internet Movie Database -- http://www.imdb.com--  
the Web's comprehensive and authoritative source of information
on more than 275,000 movies and entertainment titles and 1
million cast and crew members dating from the birth of film.

Egghead.com, formed by the 1999 merger of Onsale and the
original Egghead.com, is now an online retailer and auctioneer
of computer hardware, software, peripherals, and accessories,
including reconditioned and closeout brand-name computer
products. Egghead.com also sells "after work" products such as
consumer electronics and golf equipment, as well as oddball
items such as vacation packages, power tools, and outdoor
furniture. Co-chairman Jerrold Kaplan owns 11% of the company,
which has terminated two-thirds of its workers. Electronics
superstore operator Fry's Electronics has called off its
agreement to buy Egghead.com. Egghead.com filed Chapter 11
Petition under the U.S. Bankruptcy Code (Bankruptcy Case No.:
01-32125) on August 15, 2001 in the Bankruptcy Court for the
Northern District of California in San Francisco.


ENRON: Taps Andrews & Kurth as Tax Counsel in Chapter 11 Cases
--------------------------------------------------------------
Enron Corporation, and its debtor-affiliates have employed
Andrews & Kurth LLP as special bankruptcy, corporate, tax,
transactional and litigation counsel in connection with the
commencement and prosecution of their chapter 11 cases.

Thus, the Debtors request the Court to approve the retention of
Andrews under a general retainer.  According to Enron
Corporation Executive Vice President Jeffrey McMahon, the
Debtors selected Andrews because of the firm's substantial
knowledge of the Debtors' business and financial affairs.
Andrews' extensive general experience and knowledge with respect
to the Debtors' commercial transactions as well as its
substantial expertise and experience in bankruptcy matters is
another plus factor, Mr. McMahon adds.

Mr. McMahon explains that Andrews is very familiar with the
Debtors' businesses, affairs and capital structure, having
performed substantial services for the Debtors for the past
several years.  Because Andrews has the necessary background to
deal effectively with many of the potential legal issues and
problems that may arise in the context of the Debtors' chapter
11 cases, the Debtors contend that the firm is well-qualified to
represent them in a most efficient and timely manner.

Although the Debtors' general bankruptcy counsel - Weil, Gotshal
& Manges LLP - and Andrews will work closely together, Mr.
McMahon says, the Debtors will ensure that the 2 law firms will
not perform duplicative services.  Accordingly, the Debtors seek
the Court's permission that Andrews be employed to perform such
legal services that the Debtors or the Debtors' general
bankruptcy counsel determine to be necessary and appropriate
after advice and consultation.  Thus, Mr. McMahon notes, it is
necessary to employ Andrews under a general retainer.

In return for these services, Andrews will seek compensation
based on their hourly rates.  Currently, the firm's hourly rates
range from:

              partners             $300 to $550
              associates           $130 to $315
              paraprofessionals     $60 to $140

These rates are subject to adjustments from time to time.
Andrews also charges for reimbursement of out-of-pocket expenses
including secretarial overtime, travel, copying, outgoing
facsimiles, document processing, court fees, transcript fees,
long distance phone calls, postage, messengers, overtime meals
and transportation, Mr. McMahon adds.

The Debtors believe the hourly rates and disbursement policies
that the firm charges and implements on a daily basis are
inherently reasonable.

Since November 1, 2000, Mr. McMahon reports that Andrews has
received from the Debtors a total of $13,000,000 for
professional services performed and to be performed and for
reimbursement of related expenses relating to a variety of
matters, including without limitation: project development,
project finance, and retail and wholesale energy transactions,
and the potential restructuring of the Debtors' financial
obligations, including advance retainers aggregating
approximately $75,000.

As of Petition Date, Mr. McMahon informs Judge Gonzalez, Andrews
maintains an advance retainer for services to be performed and
reimbursement of related expense in the prosecution of these
chapter 11 cases of approximately $75,000.00, which will be
applied to such allowances of compensation and reimbursement of
expenses for Andrews as may be granted by the Court.

David G. Runnels, a partner of Andrews & Kurth, asserts that the
firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code.  "To the best of my knowledge, the partners,
counsel and associates of Andrews & Kurth do not have any known
connection with, or any interest adverse to, the Debtors, their
creditors, or any other parties-in-interest, or their respective
attorneys and accountants, except as disclosed with the Court,"
Mr. Runnels says.

However, Mr. Runnels admits that Andrews has in the past
represented, currently represents, and may in the future
represent entities that are claimants or interest holders of the
Debtors.  But these are only in matters unrelated to the
Debtors' pending chapter 11 cases, Mr. Runnels asserts.

Mr. McMahon also discloses that there are interrelationships
among the Debtors.  However, Mr. McMahon emphasizes, these
interrelationships reflect that the Debtors' affairs are
substantially intertwined and that the Debtors' interest are
substantially identical.  "Hence, the Debtors do not believe
that their relationships to each other and to their non-debtor
affiliates pose any conflict of interest in these chapter 11
cases because of the general unity of interest at all levels,"
Mr. McMahon says.

Persuaded by the Debtors' arguments, Judge Gonzalez grants the
relief requested on an interim basis.  The Court will convene a
Final Hearing on the Debtors' application on January 7 next year
at 2:00 p.m. to consider the entry of a Final Order. (Enron
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ENRON: Employees Reveal Depth of Financial Losses in Hearing
------------------------------------------------------------
In a Senate hearing Tuesday, employees of Enron (NYSE: ENE)
provided details of the personal toll the company's downfall has
taken, outlining the financial devastation they claim was caused
by illegal mismanagement and lockdown of Enron retirement plans.

Steve Berman, an attorney representing Enron workers, including
some who testified at the Senate hearings, said "we are just
beginning to understand the impact of the company's collapse on
thousands of Enron workers across the country."

"In two short months, Enron snuffed out the future that
thousands of workers built over a lifetime," Berman said.
"Millions of dollars in retirement funds were erased in what we
believe was an illegal and unconscionable lockdown of employee
401(k) accounts."

Berman noted that the stories from his clients are among the
most heartbreaking he has heard. He provided several examples of
Enron employees' plight in his written testimony to the
committee.

"These people are not venture capitalists, or high-rolling
investors. These were lunch-pail people who worked hard, day-in
and day-out for their entire lives," Berman said.

The testimonies brought tearful examples of Enron employees left
out in the cold since the bankruptcy. One retired oil and gas
worker in California lost more than a million dollars from his
Enron savings plan. Unable to return to work in the oil and gas
industry, he now makes garbage bags 12 hours a day to support
himself.

For some Enron employees, the situation is literally life-and-
death. A Wisconsin woman battling stage IV breast cancer may not
be able to afford future cancer treatments, which were funded by
her savings, now largely wiped out by the stock collapse.

The lawsuits filed by Hagens Berman also contend that Enron
repeatedly issued false information about the company's
financial condition, which employees relied upon to their
financial detriment. In an attempt to inflate Enron revenue,
earnings and assets, the company failed to disclose hundreds of
millions of dollars in debt while touting the financial strength
of the company, according to the complaint.

The suit also cites Northern Trust, (Nasdaq: NTRS), the 401(k)
plan trustee, along with Enron, claiming both companies
illegally barred Enron employees from selling stock. On Oct. 17,
Enron and Northern Trust locked down employee retirement funds,
rendering participants powerless in selling shares of Enron
stock.

At the Senate hearing, employees recounted how Enron management
encouraged them to invest in the company, despite SEC records
that show management selling off their investments in Enron.
Charles Prestwood, a 63-year-old retired Enron employee who had
$1.3 million of savings invested in Enron stock, described
internal memos touting the company stock, and a breakfast where
CEO Kenneth Lay "told us not to sell our Enron stock."

It is estimated that as many as 21,000 Enron employees may have
lost a significant portion of their retirement funds as a result
of Enron's breaching of fiduciary duty and lockdown of 401(k)
accounts, according to complaints filed in U.S. District Court,
Southern District of Texas.

Hagens Berman has filed two lawsuits on behalf of Enron
employees, one for participants in the Enron Savings Plan, and
another for participants in the Enron Employee Stock Ownership
Plan. Enron employees who are interested in joining these class-
action lawsuits can receive more information by calling 206-623-
7292, or going to www.hagens-berman.com.

Steve Berman is managing partner of Hagens Berman in Seattle.
Recently cited as one of the nation's top 100 influential
attorneys by The National Law Journal, Berman is a nationally
recognized expert in class-action litigation. Berman represented
Washington State, 12 other states and Puerto Rico in lawsuits
against the tobacco industry that resulted in the largest
settlement in the history of litigation. Berman also served as
counsel in several other high-profile cases including the
Washington Public Power Supply litigation, which resulted in a
settlement exceeding $850 million, and the proposed $92.5
million settlement of The Boeing Company litigation. Other cases
include litigation involving the Exxon Valdez oil spill;
Louisiana Pacific Siding; Morrison Knudsen; Piper Jaffray;
Nordstrom; Boston Chicken; and Noah's Bagels.

Editor's Note: Copies of written testimony from the Senate
hearings are available by contacting Mark Firmani at (206) 443-
9357 or mark@firmani.com


FEDERAL-MOGUL: Committee Hires Ashurst Morris as Special Counsel
----------------------------------------------------------------
The Unsecured Creditors' Committee of Federal-Mogul Corporation
and its debtor-affiliates, presents its application to employ
and retain the law firm Ashurst Morris Crisp as its Special
Counsel to handle matters related to the English administration
cases.

Charlene D. Davis, Esq., at the Bayard Firm in Wilmington,
Delaware, tells the court that the Committee voted to retain
Ashurst at a meeting held in November 2, 2001.  Ashurst was
selected by the Creditors Committee because of its expertise in
complex insolvency and corporate reconstruction matters in both
England and Europe. Ms. Davis cites that the firm's
reconstruction and insolvency group, in particular, has
experience and knowledge in debtors' and creditors' rights and
business reorganizations under English Law and corresponding
legislation in Germany, Belgium, Italy, France and Spain.
Additionally, Ashurst's extensive corporate, insurance, finance,
litigation, environmental, real estate and tax practices may be
tapped by the creditors.

Ms. Davis tells the court the Committee also finds it useful
that that Ashurst has offices in major European cities with
local practicing lawyers with experience in specialized local
insolvency.

Ms. Davis informs the Court that the Committee has hired Ashurst
on an hourly basis sans any retention fee. Ashurst will be
charging the Debtors on an hourly basis in accordance with the
firm's regular hourly rates plus reimbursement of actual,
necessary expenses incurred by the Firm. The current hourly
rates of Ashurst are:

    Partners           UKpound 425         (US$600)
    Senior Associates  UKpound 275 to 350  (US$400 to 500)
    Junior Associates  UKpound 200 to 275  (US$290 to 400)
    Trainees           UKpound 115 to 130  (US$165 to 190)
    Paralegals         UKpound 100         (US$140)

The services that Ashurst may be required to render to the
Creditors Committee include but are not limited to:

A. To give legal advice with respect to the Creditors
   Committee's powers and duties in the context of the English
   administration;

B. To assist, advise and represent the Creditors' Committee in
   its consultations with the Debtors regarding the
   administration in England of the cases;

C. To assist, advise and represent the Creditors' Committee in
   any investigation of the acts, conduct, assets, liabilities
   and financial condition of the English debtors and their
   European affiliates, operation of the English debtors'
   businesses and any other matter relevant to international
   matters in the Chapter 11 cases or to the resolution of the
   English administrations;

D. Prepare in behalf of the Creditors Committee necessary
   applications, motions, answers, orders, reports and other
   legal papers in connection with the English administration;

E. To review and respond in behalf of the Creditors' Committee
   to pleadings in the English administration; and

F. To perform any other legal services for the creditors
   committee in connection with these chapter 11 and English
   administration cases.

Nicholas J. Angel, a Partner at the firm Ashurst Morris Crisp,
assures the court that the firm is a disinterested person in the
Chapter 11 cases and that it has conducted, and is continuing to
conduct, a series of database searches for the potential
connections and relationships between the firm and Debtors,
Creditors and other parties-in-interests.

The searches yielded that the known institutional lenders, or
their affiliates, to the Debtors who are or were represented by
Ashurst within the last 5 years in unrelated matters are:

      A. ABN AMRO Bank N.V.
      B. BNP Paribas
      C. Bank of America
      D. Bayerische Hypo and Vereinsbank AG
      E. Credit Suisse First Boston
      F. Dresdner Bank AG
      G. Goldman Sachs Credit Partners L.P.
      H. HSBC bank, PLC
      I. Lloyds TS13 Bank, PLC
      J. National Westminster Bank
      K. Royal Bank of Scotland

Mr. Angel adds that the firm has also performed services
unrelated to the Chapter 11 proceedings for the Debtors'
subsidiaries at different times:

A. Ashurst acted for T&N Ltd. on a number of small transactions
   between 1990 and 1996, but was not its sole counsel.

B. Ashurst advised T&N Plc in 1996 in the drafting of a
   circular to shareholders dealing with a share capital
   reduction. The reduction resulted from a deficit on their
   profit and loss account following the making of a one off
   provision in respect of expected asbestos claims and securing
   insurance to cover to indemnify T&N against further claims.

C. Ashurst was recently involved in Finelist Receivership, the
   largest insolvency in United Kingdom in 2000, acting for
   the receivers. Federal Mogul Aftermarket UK Limited (FM
   Aftermarket) was one creditors of Finelist. The credit
   insurer for FM Aftermarket has queried certain actions of
   the receivers in relation to the accounting of FM's
   Aftermarket stock and it is possible this could lead to a
   dispute. Ashurst would continue to act for the receivers in
   resolving such a dispute.

Mr. Angel submits that the Firm never advised T&N on its
asbestos-related liabilities nor did the firm participated in
estimating the value of future claims or in relation to the
taking out of insurance cover or the terms of such cover.

However, Mr. Angel admits that in light of the extensive number
of interested parties in, and because definitive lists of all
such parties have not yet been prepared, neither he nor the firm
is able to identify all potential relationships. The Firm
assures the court, that it will submit a supplemental
declaration in the event that additional relationships, similar
or otherwise, are identified. (Federal-Mogul Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FOREST OIL: S&P Rates $160MM 8% Senior Unsecured Notes at BB
------------------------------------------------------------
Standard & Poor's affirmed its ratings on Forest Oil Corp. At
the same time, Standard & Poor's assigned its double-'B' rating
to Forest's $160 million 8% senior unsecured notes issue due
2011.

The outlook is stable.

Proceeds from the issue are expected to be used to pay down debt
outstanding under Forest's bank facility.

The ratings for Forest reflect its participation in the
volatile, capital-intensive exploration and production (E&P)
segment of the oil and natural gas industry. Historically,
Forest has focused on acquisitions and enhancing proved-
producing properties, and exploration activities in which
it can reduce risks by entering into ventures with other E&P
companies.

Denver, Colorado-based Forest has amassed an attractive array of
prospects in frontier areas including its Mackenzie Delta and
Beaufort Sea acreage and South Africa concession. While Forest
has not booked reserves in any of these areas, each area is
believed to have the potential to substantially increase the
size of the company's reserve base and production in the 2004
through 2006 timeframe. Exploration and subsequent development
of these prospects will depend upon the establishment of
infrastructure in these areas. Forest's dependence on
acquisitions for growth is diminished by this considerable
inventory of both near-term and long-term drilling prospects.

Forest enjoys a fair measure of geographic diversity, with
production in the Gulf of Mexico, Rocky Mountains, Gulf Coast,
Canada, and Alaska. Increased drilling activity in Canada, where
the company reported significant exploration success during
2000, is expected to be a primary vehicle for reserve and
production growth. Production from Redoubt Shoal in Alaska,
expected online in late 2002, in addition to expected Canadian
growth, should help offset accelerating production declines from
its Gulf Coast properties.

Furthermore, Forest's joint venture with Unocal Corp. in the
Gulf of Mexico should reduce operating costs and accelerate
exploration activities there. In the next several years,
internal growth opportunities in Forest's core areas are
expected to drive expansion of reserves and production. However,
the company's near-term need to replace reserves from rapidly
producing properties, and the unpredictable nature of the
acquisition market highlight the company's challenges in
consistently increasing reserves and production at acceptable
costs. Although Forest's finding and development costs have
been very high (five-year average of $2.16 per thousand cubic
feet (mcf) compared with the North American average of $1.11 per
mcf for the same period), this number should improve as the
company develops prospects it has generated through acreage and
seismic data already purchased and included in the historical
numbers.

In recent years, Forest has resolutely deleveraged its capital
structure through a combination of equity issuance, debt
repayment, and earnings retention. Total debt to total capital
has fallen to around 40% from a high of near 100% in the mid-
1990's and it is management's intent to maintain leverage near
40%. Capital expenditures should be funded through cash from
operations at most points in the commodity price cycle. Assuming
Standard & Poor's midcycle commodity price expectations of $19
per barrel for WTI crude oil and $2.25 per mcf for NYMEX Henry
Hub natural gas for 2002, medium-term pretax interest coverage
should average about 1.75 times and return on permanent capital
at about 10%. Gradual cost reductions achieved through the
Unocal joint venture and increased lower-cost Alaska production
should bolster profitability measures, with EBITDA interest
coverage averaging around 6x and funds from operations to total
debt ranging between 35% and 40%. Forest has adequate financial
flexibility, primarily through its undrawn senior secured $600
million bank line.

                        Outlook: Positive

The positive outlook reflects Forest's opportunities for
significant internal growth over the intermediate term,
coincident with improved financial flexibility that should allow
the company to fund a greater portion of its growth through cash
flow. Although Forest is no longer acquisition-dependent for
expansion, Standard & Poor's expects that the company will
remain acquisitive, and that funding of acquisitions will
contain a significant equity component.


GENESEE: Net Loss from Discontinued Operations Tops $22 Million
---------------------------------------------------------------
A comparison of the nine weeks ended September 29, 2001 to the
thirteen weeks ended October 28, 2000 of Genesee Corporation
shows that on a consolidated basis, the Corporation reported an
operating loss from continuing operations of $227,000, which was
unfavorable by $77,000 as compared to the thirteen week period
last year.

On a consolidated basis, the Corporation reported net earnings
from continuing operations of $38,000 in the first nine weeks of
the second quarter this year, compared to a net loss from
continuing operations of $3,000 for the thirteen week period
last year.

The Corporation reported a net loss from discontinued operations
of $901,000 in the first nine weeks of the second quarter of
fiscal 2002, compared to a net loss from discontinued operations
of $1.0 million for the thirteen week period last year. This
overall favorable variance was the net effect of the
Corporation's brewing business still operating in the prior year
and generating losses which was offset by the loss on the sale
of the Foods Division.

In a comparison of the twenty-two weeks ended September 29, 2001
to the twenty-six weeks ended October 28, 2000, on a
consolidated basis, the Corporation reported an operating loss
from continuing operations of $503,000, which was unfavorable by
$253,000 as compared to the twenty-six week period last year.

On a consolidated basis, the Corporation reported net earnings
from continuing operations of $142,000 in the first twenty-two
weeks of fiscal 2002, compared to net earnings from continuing
operations of $29,000 for the twenty-six week period last year.

The Corporation reported a net loss from discontinued operations
of $22.1 million for the twenty-two weeks in the first half of
fiscal 2002, compared to a net loss from discontinued operations
of $1.0 million for the twenty-six week period last year. This
unfavorable variance is primarily related to the $21.8 million
Foods Division impairment charge that was reported in the first
quarter this year and the loss on the sale of the Foods Division
that was reported this quarter, the sum of which is partially
offset because the Corporation's brewing business was still
operating in the prior year and was generating losses.

On November 1, 2001 the Corporation paid a partial liquidating
distribution of $13 per share to shareholders of record as of
October 25, 2001. The distribution totaled $21,763,000 and
represented the second distribution paid to shareholders under
the Corporation's plan of liquidation and dissolution. The
Corporation expects to make additional liquidating distributions
as the Corporation: (a) receives payment from High Falls and OFI
on the promissory notes that financed a portion of the purchase
price in the sale of those businesses; (b) receives proceeds
from the sale of the remaining assets of the Corporation and;
(c) discharges post-closing obligations arising from such
transactions and other contingent liabilities.


HAYES LEMMERZ: Final DIP Financing Hearing Set for January 4
------------------------------------------------------------
As of the Petition Date, Hayes Lemmerz International, Inc., was
a party to a Third Amended and Restated Credit Agreement dated
as of February 3, 1999 with the several lenders signatory
thereto, Credit Suisse First Boston, as syndication agent and
co-lead arranger for the Pre-petition Secured Lenders, Merrill
Lynch Capital Corporation, as co-documentation agent for the
Pre-petition Secured Lenders, Dresdner Bank AG, as co-
documentation agent and European swing line administrator for
the Pre-petition Secured Lenders, and Canadian Imperial Bank of
Commerce, as administrative agent for the Pre-petition Secured
Lenders.  The obligations under the Existing Agreements are
guaranteed by Hayes Lemmerz's various subsidiaries. Under the
Existing Agreements, the Pre-petition Secured Lenders provided
the Debtors with a revolving credit facility, term loans, and
other financial accommodations including, as of the Petition
Date, revolving loans and term loans made and letters of credit
issued in an aggregate principal amount of approximately
$760,000,000, plus interest thereon and fees and expenses
incurred in connection therewith as provided in the Existing
Agreements.

The Debtors need access to a fresh source of working capital to
finance their day-to-day operations.  Subject to Bankruptcy
Court approval, the Debtors can obtain access to fresh liquidity
under the $200,000,000 secured post-petition financing
arrangement from a syndicate of financial institutions to be
arranged by CIBC World Markets Corp., as lead arranger, and Bank
of America Securities, Inc. and Salomon Smith Barney, Inc., as
co-arrangers, with Canadian Imperial Bank of Commerce acting as
Post-petition Agent for itself and the Post-petition Lenders.

Grenville R. Day, Esq., at Skadden Arps Slate Meagher & Flom LLP
in Wilmington, Delaware, relates that the Debtors have
determined that the Post-petition Financing and the use of the
Cash Collateral are necessary for the Debtors to operate their
businesses in chapter 11 and for the Debtors' successful
reorganization. Because the Debtors' existing cash on hand may
not be sufficient to fund the completion of their restructuring
process, the Debtors concluded that obtaining a firm commitment
for post-petition financing at the outset of these cases is
necessary and the best interest of these estates.

Prior to the Petition Date, the Debtors approached the Pre-
petition Agent, as well as other financial institutions, about
providing post-petition financing.  Recognizing that the Pre-
petition Liens encumber virtually all the Debtors' assets and
that the Pre-petition Agent possesses preexisting knowledge of
the Debtors' businesses, and determining in their sound business
judgment that the Pre-petition Agent's proposal for the Post-
petition Financing was the most favorable under the
circumstances and addressed the Debtors' working capital needs,
Mr. Day tells the Court that the Debtors ultimately decided to
accept the proposal submitted by CIBC World Markets Corp., for
the Post-petition Financing.

The salient terms of the new $200,000,000 Post-Petition
Financing Facility are:

Borrower:          Hayes Lemmerz International, Inc.

Guarantors:        Each of the Debtors, other than Hayes Lemmerz
                   Interantional, Inc., and Industrias
                   Fronterizas HLI, S.A. de  C.V.

Lenders:           A syndicate of financial institutions to be
                   arranged by CIBC World Markets Corp., Bank of
                   America Securities Inc. and Salomon Smith
                   Barney, Inc.

Administrative
Agent:             Canadian Imperial Bank of Commerce

Collateral
Agent:             Canadian Imperial Bank of Commerce

Lead Arranger:     CIBC World Capital Markets Corp.

Co-Arrangers:      Bank of America Securities, Inc., and
                   Salomon Smith Barney, Inc.

Co-Bookrunners:    CIBC World Capital Markets Corp.,
                   Bank of America Securities, Inc., and
                   Salomon Smith Barney, Inc.

Syndication
Agents:            Bank of America Securities, Inc., and
                   Salomon Smith Barney, Inc.

Purpose:           For working capital and the Debtors' other
                   general corporate purposes as detailed in a
                   month-by-month Budget that includes forecasts
                   through January 31, 2004 and provides a
                   timetable for implementing the Debtors'
                   business strategies.

Commitment:        $200,000,000 with a $15,000,000 sublimit for
                   standby letters of credit.

Borrowing Base:    Advances will not exceed, subject to reserves
                   and advance rates to be determined by the
                   Lenders, the sum of:

                      (a) 85% of receivables plus

                      (b) a to-be-determined Plant, Property &
                          Equipment Component (which will not
                          exceed PP&E liquidation value nor will
                          it constitute more than 20% of the
                          Commitment) minus

                      (c) the Carve-Out.

Maturity Date:    June 5, 2003, or upon substantial consummation
                                 of a plan of reorganization, or
                                 upon an Event of Default.

Claim Priority
and Liens:         All of the Debtors' obligations under the DIP
                   Financing Facility will be accorded
                   superpriority claim status under 11 U.S.C.
                   Sec. 364 and will be secured by a perfected
                   first priority lien on all of the Debtors'
                   unencumbered property, subordinate only to
                   valid and perfected pre-existing liens.


Carve-Out:         The Lenders agree to a carve-out for
                   payment of unpaid professional fees and
                   disbursements incurred following any Event of
                   Default by professionals retained by the
                   Debtors and any statutory committees
                   appointed in the chapter 11 cases and for
                   payment of U.S. Trustee fees pursuant to 28
                   U.S.C. Sec. 1930 and to the Clerk of the
                   Bankruptcy Court plus $2,500,000.

Fees:              The Debtors agree to pay a variety of Fees
                   pursuant to a non-public Fee Letter dated
                   December __, 2001:

                       * a $5,000,000 DIP Facility Fee;

                       * a $150,000 annual Administrative and
                         Collateral Agent Fee;

                       * 0.75% per annum as a Commitment Fee on
                         every dollar not borrowed under the DIP
                         Facility; and

                       * 3.75% per annum Letter of Credit Fees;
                         and

                       * reimbursement of the Lenders'
                         professionals' fees;

                   and agree that these fees may increase if
                   CIBC, Inc., Bank of America, N.A., and
                   Citicorp USA, Inc., are unable, individually,
                   to sell down their commitments to their
                   desired $25,000,000 hold position.

Interest:          At the Debtors' option:

                      * CIBC's Alternate Base Rate plus 2.25% or

                      * LIBOR plus 3.75%.

                   In the event of a default, the applicable
                   Interest Rate increases by 2%.

CapEx Covenant:    The Debtors covenant that they will limit
                   Capital Expenditures to an aggregate amount
                   not to exceed:

                       * $62,000,000 annually for the Borrower
                                     and its subsidiaries in the
                                     United States and Mexico,
                                     and

                       * $54,100,000 for subsidiaries of the
                                     Borrower outside the United
                                     States or Mexico, and

                       * $10,000,000 of additional Capital
                                     Expenditures per year.

EBITDA Covenant:   The Debtors covenant that Consolidated EBITDA
                   and Domestic EBITDA will be no less than
                   amounts to be agreed upon by the DIP Lenders.

Restructuring
Advisor Covenant: The Debtors promise that Jay Alix & Associates
                   or another advisor reasonably acceptable to
                   the Administrative Agent shall at all times
                   remain as the Chief Financial Officer or as
                   the Chief Restructuring Officer of Hayes
                   Lemmerz International, Inc.

Plan Filing
Deadline:          The Debtors agree that the DIP Facility will
                   be in default if they do not file a plan of
                   reorganization and a disclosure statement in
                   support of that plan that is reasonably
                   acceptable to the Lenders' by September 1,
                   2002.

Under the Prepetition Credit Agreements, the Debtors owe
approximately $760,000,000 and those obligations, the Debtors
admit, are secured by valid and enforceable liens on
substantially all of the Company's assets.  The Debtors and the
DIP Lenders agree to allow any Creditors' Committee appointed in
these cases, to challenge, within 60 days of the formation of
such committee, the claims or liens of the Pre-petition Agent
and the Pre-petition Secured Lenders.

Mr. Day explains that the Debtors are unable to procure the
required funds in the form of unsecured credit or unsecured debt
with an administrative priority because substantially all the
Debtors' assets are encumbered.

Kenneth A. Hiltz, the Debtors' Chief Finance Officer and Chief
Restructuring Officer, submits that the Post-petition Financing
is for the benefit of the Debtors' estates and creditors as it
is the sole means of preserving and enhancing the Debtors' going
concern value. With the credit provided by the Post-petition
Financing, the Debtors will be able to obtain goods and services
in connection with their operations, pay their employees, and
operate their businesses in order to preserve the ongoing value
of their businesses for the benefit of all parties-in-interest.
Mr. Hiltz adds that the availability of credit under the Post-
petition Financing should give the Debtors' vendors and
suppliers the necessary confidence to resume ongoing
relationships with the Debtors, including the extension of
credit terms for the payment of goods and services. The Post-
petition financing likely will be viewed favorably by the
Debtors' employees and customers and thereby help promote the
Debtors' successful reorganization, without which, the Debtors
will not be able to meet their payroll and other direct
operating expenses, will suffer irreparable harm, and their
entire reorganization effort will be jeopardized.

In addition to the need for DIP financing, the Debtors' other
pressing concern is the need for immediate use of the Cash
Collateral pending a final hearing on this Motion. Mr. Hiltz
explains that the Debtors require use of the Cash Collateral to
pay present operating expenses including payroll and to pay
vendors to ensure a continued supply of materials essential to
the Debtors' continued viability. Absent such relief, the
Debtors will be compelled to shut down manufacturing production
and bring the Debtors' businesses to a halt. Mr. Hiltz argues
that the failure to obtain authorization for the use of the Cash
Collateral will be fatal to the Debtors and disastrous to their
creditors, both secured and unsecured.

To provide the Pre-Petition Lenders with adequate protection in
exchange for use of their cash and other collateral, the Debtors
agree to:

A. a payment on the last business day of the quarter ending June
     30, 2002, in respect of accrued and unpaid interest and
     fees through such date in an amount not to exceed
     $20,000,000, all subject to the terms and conditions in the
     Credit Agreement;

B. commencing with the quarter ending September 30, 2002,
     quarterly payment on the last business day of each fiscal
     quarter in an amount equal to all unpaid interest, letter
     of credit fees and other fees and payments at the
     applicable non-default rates provided for pursuant to the
     Existing Agreements and existing hedging agreements entered
     into in connection with the obligations under the Existing
     Agreements, all subject to the terms and conditions set
     forth in the Credit Agreement;

C. a superpriority allowed claim, immediately junior to the
     claims held by the Post-petition Agent and the Post-
     petition Lenders in respect of the DIP Loans, subject to
     the Carve-Out;

D. a second priority adequate protection lien on the assets of
     the Debtors and the Guarantors to be encumbered in favor of
     the Post-petition Agent, which adequate protection lien
     shall have a priority immediately junior to the priming and
     other liens to be granted in favor of the Post-petition
     Agent in respect of the DIP Loans, subject to the
     Carve-Out; and

E. payment on a current basis, without the necessity of filing
     formal fee applications, of the reasonable fees and
     expenses incurred by the Pre-petition Agent and each other
     Primed Party and the continuation of the payment to the
     Pre-petition Agent on a current basis of the administration
     fees that are provided for under the Existing Agreements.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at
Clifford Chance Rogers & Wells LLP, represent Canadian Imperial
Bank of Commerce in connection with the financing transactions.

                        *   *   *

Finding that the Debtors have an immediate need for post-
petition financing in order to permit orderly continuation of
their business operations, Judge Walrath authorizes the Debtors
to access up to $45,000,000 on an interim basis pending a final
DIP Financing Hearing to be held on January 4, 2002. (Hayes
Lemmerz Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ICG COMMS: Files Plan of Reorg. & Disclosure Statement in DE
------------------------------------------------------------
ICG Communications Inc. announced it filed its Plan of
Reorganization and disclosure statement with the U.S. Bankruptcy
Court for the District of Delaware Wednesday.

The Company has in excess of $150 million in cash on hand as of
November 30, 2001, and has been EBITDA and cash flow positive
since March 2001.

Under the proposed Plan being submitted for approval, ICG would
emerge from bankruptcy protection with approximately $214
million in funded debt, and over $2.5 billion in unsecured debt
and liabilities will be converted into new common equity. The
Plan contemplates raising additional funding by initiating a
rights offering, providing the unsecured claimants an
opportunity to invest in the restructured ICG.

"We are proud of the fact that the company's performance from
both an earnings and cash flow perspective will allow us to
emerge as a public entity," said Randall E. Curran, chief
executive officer at ICG. "We are optimistic the Creditors will
view the reorganization favorably as it meets our objective of
emerging with a clean balance sheet while having adequate
funding to continue executing on our business plan. We are
grateful to our customers for their loyalty and to our employees
for their dedication and hard work."

ICG filed for Chapter 11 protection on November 14, 2000, with
$200 million in DIP financing from JP Morgan Chase. The company
did not use any of the DIP facility, canceling it in November
2001. ICG expects to exceed all of its financial and operational
goals for 2001. During the Chapter 11 process, ICG was able to
retain or in some cases expand service agreements with nearly
all of its top 100 customers.

ICG Communications, Inc. is a facilities-based alternative
communications company with a nationwide data and voice network,
operating switches in 27 major metropolitan areas. As an
integrated metropolitan and nationwide fiber optic
infrastructure company, ICG provides access and bandwidth to
more than 7,000 customers, including Internet service providers
(ISPs), interexchange carriers and corporate customers with
medium to large businesses. For more information about ICG
Communications, visit the company's Web site at
http://www.icgcom.com


IT GROUP: Brings In Lehman Brothers & UBS Warburg as Advisors
-------------------------------------------------------------
The IT Group, Inc. (NYSE: ITX) (the Company) announced that it
is implementing the first steps of its previously announced
Recovery Plan.  These steps include:

     -- Fourth quarter workforce reductions of over 400
        personnel to date, with additional reductions planned
        for 2002

     -- The initial phase of the closure and downsizing of
        approximately 22 facilities

     -- Accelerated settlements and collections on disputed
        claims

     -- Expanded efforts to monetize assets

     -- The implementation of new guidelines for contract
        pricing

     -- The initiation of a comprehensive review of the
        Company's working capital

While management expects these and other actions to improve The
IT Group's performance, the Company has continued to experience
weak operating conditions during the fourth quarter of 2001.  
Consequently, the Company has concluded that it will not be in
compliance with the year-end financial covenants of its Senior
Secured Credit Agreement.  Management continues to explore all
its strategic options with its financial advisors, Lehman
Brothers and UBS Warburg.  The Company is in contact with its
senior lenders to notify them of the expected shortfall and to
explore alternatives to remedy the situation and to address
ongoing severe liquidity problems.  The Company is working with
its senior lenders to reach a satisfactory financial
arrangement.

The Company remains committed to delivering the highest level of
service to its customers while this difficult situation is being
resolved.

The IT Group addresses the infrastructure and environmental
needs of both private and public sector clients as a leading
provider of diversified services, including environmental,
engineering, facilities management, water, construction,
emergency response, remediation, liability transfer and
information management.  Additional information about The IT
Group can be found on the Internet at www.theitgroup.com .  The
IT Group's common stock and depositary shares are traded on the
New York Stock Exchange under the symbol ITX and ITXpr,
respectively.


IMPSAT FIBER: Misses Scheduled Interest Payment on 12-3/8% Notes
----------------------------------------------------------------
Impsat Fiber Networks, Inc. (NASDAQ: IMPT) announced that it did
not make its US$13.9 million interest payment due on December
17, 2001 on its 12-3/8 % Senior Notes due 2008.

The decision to not make this payment is part of the cash
preservation initiatives within the financial restructuring
process Impsat undertook months ago. In its latest Form 10-Q
filing with the Securities & Exchange Commission (SEC), the
Company announced it was in discussions with certain creditors
to find alternatives to restructure its balance sheet.

As stated in previous communications, the Company has retained
the investment banking firm Houlihan Lokey Howard & Zukin
Capital to assist it in connection with its restructuring plan.
Questions concerning the restructuring process should be
directed to John McKenna or Lily Chu of Houlihan Lokey Howard &
Zukin Capital at 212.497.4100.

Impsat Fiber Networks, Inc. -- with $1.3 billion in assets -- is
a leading provider of fully integrated broadband data, Internet
and voice telecommunications services in Latin America. Impsat
has recently launched an extensive pan-Latin American high
capacity broadband network in Brazil, Argentina, Chile and
Colombia using advanced technologies, including IP/ATM
switching, DWDM, and non-zero dispersion fiber optics. The
Company has also deployed fourteen facilities to provide hosting
services Impsat currently provides services to over 3,000
national and multinational companies, government entities and
wholesale services to carriers, ISPs and other service providers
throughout the region. The Company has local operations in
Argentina, Colombia, Venezuela, Ecuador, Mexico, Brazil, the
United States, Chile and Peru. Visit us at http://www.impsat.com


INTEGRATED HEALTH: Will Auction Off Real Property in Maryland
-------------------------------------------------------------
In connection with the proposed sale of unimproved real property
located in Baltimore County, Maryland to Highlands Park LLC
(HPLLC), subject to higher and better offers, the Debtors,
including without limitation IHS Land Acquisition - Highlands
Park, Inc. (the Seller) ask the Court for entry of an order

(a) establishing bidding procedures and approving a $50,000
    breakup fee;

(b) scheduling an auction for February 6, 2002 at 12:00 noon
    (EST) and a sale hearing for February 7, 2002 at 11:30 a.m.
    (EST) to approve the results of such auction at which
    Debtors will seek entry of a Sale Order approving the
    results of the Auction.

               The Proposed Bidding Procedures

Pursuant to the Bidding Procedures, the Seller will accept bids
from interested third parties. If no bid is received from a
qualified bidder, no Auction will be conducted and the Seller
shall request that the Court enter the Sale Order approving this
sale of the Property to HPLLC pursuant to the Agreement. If
necessary, the Seller will conduct an auction among HPLLC and
other parties interested in bidding on the Property. The Auction
for the sale of the Property shall be held at the law offices of
Young Conaway Stargatt & Taylor, LLP, The Brandywine Building,
1000 West Street, 17th Floor, Wilmington, Delaware on February
6, 2002 at 12:00 noon (EST).

Any person or entity who desires to purchase the Property must
be present at the Auction and bid in accordance with the
following procedures:

At the Auction, bids for the Property must be submitted pursuant
to the following procedures:

(1)    Bids may be submitted only by HPLLC or an entity who has,

   (a) delivered to Seller to be received by Seller no later
       than January 30, 2002 at 5:00 P.M. (EST), in the manner
       provided in the Agreement for the giving of notices, a
       written bid for the purchase of the Property, which must
       be in the form of the Agreement (excluding Article 14)
       and shall set forth as the Purchase Price such bidder's
       initial bid; and

   (b) deposited in escrow with Jenkens & Gilchrist Parker
       Chapin LLP (the Escrow Agent), at or prior to the time of
       submitting its initial bid, 10% of the amount of its
       initial bid in the form of Acceptable Checks or by wire
       transfer of immediately available federal funds;

(2) If a competing bidder is not the successful bidder at the
    Auction, its deposit shall be returned within the earlier of
    3 business days after Seller's closing of a sale of the
    Property to the successful bidder or 30 days after the date
    of the Auction;

(3) If a competing bidder is the successful bidder at the
    Auction, its deposit shall become the Downpayment under the
    Agreement and shall be governed by the provisions of the
    Agreement;

(4) In the event that a bidder other than HPLLC is the
    successful bidder for the Property, such successful bidder
    shall be deemed to assume the terms of the Agreement as
    Purchaser (as such terms, including those with respect to
    the Purchase Price, shall have been modified by the terms of
    the winning bid, the Procedures Order and the Sale Order,
    and excluding the terms of Article 14 of the Agreement);

(5) The successful bidder must provide evidence reasonably
    satisfactory to the Debtors that such person or entity has
    the financial ability to close the transaction;

(6) Any bid for the Property must be for "all cash";

(7) The initial minimum bid at the Auction shall not be less
    than $1,575,000.00;

(8) Subsequent bids shall be in increments of $50,000;

(9) In the event that a bid to purchase the Property is made by
    a party other than HPLLC, is the winning bid at the Auction
    and accepted by Seller and approved by the Court, HPLLC's
    Downpayment (with interest earned) shall be returned to
    Purchaser within the earlier of: (a) 3 business days after
    Seller's closing of a sale of the Property to the successful
    bidder; or (b) 30 days after the date of the Auction;

(10) Provided that a closing of the sale of the Property is
    consummated with a successful third party bidder unrelated
    to HPLLC, HPLLC shall be paid a break-up fee in the amount
    of $50,000.00; and

(11) The Seller shall be permitted to compare bids for the
    Property to combined bids for the Property and other real
    property which may be sold via auction on the same date, and
    to accept a combined bid if the total amount of such bid
    exceeds the aggregate amount of the highest individual bids
    for the Property and such other real property. The Seller
    reserves the right to determine in its reasonable
    discretion which bid, if any, is the highest or best offer
    and to reject bids at any time prior to entry of an order of
    the Court approving any bid.

At the Auction, HPLLC and all other bidders who have satisfied
the Bidding Procedures requirements may submit oral bids (and
rebids) to purchase the Property.

No bidder at the Auction shall be entitled to any breakup fee
(other than HPLLC, who may be entitled to the Breakup Fee under
the Agreement).

Following the Auction, the bid of the successful bidder shall be
presented to the Court for approval at the Sale Hearing.

If a bidder other than HPLLC shall be the successful bidder at
the Auction, and the sale to such other bidder shall fail to
close for any reason, the Seller shall first notify the next
highest bidder at the Auction of such failure and such next
highest bidder shall have the right to purchase the Property at
the Purchase Price submitted with its last bid within 3 business
days. If there are no such bidders, then the Seller shall notify
HPLLC of such failure and HPLLC shall have the right (but not
the obligation), within 3 business days, to elect to purchase
the Property for the greater of the Purchase Price, or the
amount of its last bid.

The Debtors believe that entry into an agreement containing a
breakup fee is beneficial to the Debtors' estates and creditors
because the Purchase Price has established a floor price for any
further bidding on the Property. Moreover, the Breakup fee,
which is approximately 3.33% of the Purchase Price, is well
within the range established by the precedents, the Debtors
represent.

In addition, the Agreement provides the Purchaser with overbid
protection such that the initial bid must be at least $75,000
greater than the initial Purchase Price. The Debtors note that
this allows HPLLC to benefit from establishing a floor price for
future bidding, and at the same time insures that if the Seller
is required to pay the Breakup Fee, the Seller will still have
significant additional benefit from the successful bidder's
offer. (Integrated Health Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


INTERNET COMMERCE: Two Co-Founders Re-acquire LMi.net Assets
------------------------------------------------------------
Two Berkeley Internet entrepreneurs announced that they have re-
acquired the assets of LMi.net from Denver-based Internet
Commerce & Communications (IC&C), returning a leading San
Francisco Bay Area Internet Service Provider (ISP) to local
ownership and control. Dan Callaway and Gary Morrell purchased
the assets of LMi.net in an agreement made in conjunction with
an IC&C ruling issued by the Denver federal bankruptcy court on
Oct. 23, 2001. The LMi.net assets were transferred on Nov. 13,
2001 to Callaway and Morrell, who originally founded the company
in 1992.

"The recent woes within the cable Internet industry, coupled
with the current economic climate, are prompting individuals and
businesses alike to look for a more affordable, reliable and
friendly way to get on the Internet," said Gary Morrell. "The
backbone of the Internet community is local dial-up service, and
LMi.net is the dendritic connection," he added.

LMi.net's return to local ownership caps a dramatic yearlong
struggle involving LMi.net, IC&C, and the deteriorating economic
conditions. Confident that gaining the backing of a national ISP
would benefit their customers, LMi.net merged with IC&C in
September 2000. Like many high-tech ventures at that time, the
LMi.net/IC&C merger became troubled. Eventually, business
problems caused IC&C to file for Chapter 11 bankruptcy
protection on July 31, 2001. By September, IC&C management had
terminated most of the LMi.net staff. Soon after, laid-off
employees took matters into their own hands. As a testimony to
their dedication, they continued to maintain the integrity of
the network and customer services remotely. Eleven staff members
worked for twelve weeks as unpaid volunteers who aided customers
hurt by IC&C's death throes.

LMI.net's customers are grateful for the change in ownership.
"We stuck with LMi.net because that kind of commitment to
customer service is ingrained in their corporate culture. We're
very glad to have them back as our ISP," said long-time customer
Mark Stuhr, Director of Information Technology at Nolo.com. "I
stayed with the good people at LMi.net through the trenches of
business chaos, knowing that this day of triumphant return would
soon come," said Oakland entrepreneur Red Contaire. "Thanks to
them for fighting the good fight," he added.

Industry analysts find LMi.net's new status encouraging for both
Bay Area customers and the Internet industry. "LMi.net combines
the personal touch, a deep community spirit, years of
experience, and cutting-edge technical skills to create a unique
winning attitude that makes customers happy. LMi.net's release
from the disintegrating clutches of a woeful giant makes this a
good day for Bay Area Internet users and a positive sign for the
Internet industry," said Vernon Keenan, industry analyst with
Keenan Vision, a San Francisco-based market research firm.

LMi.net provides a plethora of Internet services for both
residential and business customers, including dial-up, e-mail,
DSL, Web hosting, co-location, network system integration, and
high-speed T1 connectivity. Based in Berkeley, California,
LMi.net has been committed to its customers since 1992.
LMi.net's Berkeley offices are open to the public at 1700 Martin
Luther King Jr. Way. For more information contact LMi.net at
http://www.LMi.net or 1-888-420-0420.


JACOBSON STORES: Opts Not to Make Interest Payment on Debentures
----------------------------------------------------------------
Jacobson Stores Inc. (Nasdaq: JCBS) reported a net loss for the
third quarter ended November 3, 2001, before non-recurring
items, of $5,622,000, compared to a net loss of $2,438,000, for
the same period a year ago.  Including non-recurring items, the
Company reported a net loss of $13,886,000 for the third
quarter.  Sales in the quarter totaled $86,196,000, a decrease
of 10.8 percent, compared to $96,598,000 last year.  Comparable
store sales decreased 8.5 percent for the quarter.

For the 39 weeks ended November 3, 2001, before non-recurring
items, the Company posted a net loss of $16,207,000 versus a net
loss of $4,016,000 for the comparable period last year.  
Including non-recurring items, the Company reported a net loss
of $26,949,000 for the 39 weeks ended November 3, 2001. Sales
for the 39 weeks totaled $287,578,000, a decrease of 5.9
percent, compared to $305,648,000 for the same period in fiscal
year 2000.  Comparable store sales decreased 5.6 percent for the
same period.

The 13- and 39-week periods this year include: one-time charges
after taxes of $970,000, or 17 cents per share, and $3,448,000,
or 60 cents per share, respectively, relating to store closing
and restructuring expenses; a non-cash adjustment to reserve
previously recorded deferred taxes of $3,898,000; and a non-cash
reserve of $3,396,000 for the tax credit computed on the third
quarter loss.

Commenting on the announcement, Carol Williams, Jacobson's
President and Chief Executive Officer, said, "Jacobson's sales
and earnings were significantly affected by the tragedies of
September 11th and the difficulties of the economic slowdown
throughout the retail sector.  The realities we confronted in
the third quarter resulted in a decrease in customer traffic in
our stores.

"Recognizing the challenges of an uncertain economic climate,
our management took action by eliminating 225 positions company
wide, stepping up promotional activity, maintaining tight reins
on expense control and managing our inventories at lower levels
consistent with our current business.  Despite these actions,
our overall results were disappointing," she added.

As of November 3, 2001, Jacobson's was not in compliance with
financial covenants under some of its mortgage loans.  The
Company is negotiating with the lenders to amend the covenants
or to obtain waivers.  In addition, the Company has elected not
to make sinking fund and interest payments that were due in
December under its Convertible Subordinated Debentures.  As a
result, the Company has reclassified approximately $158,900,000
of long-term indebtedness as a current liability.  The Company
is exploring various alternatives to provide additional sources
of financing.  These alternatives are subject to certain risks,
and there is no assurance they will be successful.

Jacobson Stores, Inc., operates 23 specialty stores in Michigan,
Ohio, Indiana, Kentucky, Kansas and Florida.  The Company's web
site is located at http://www.jacobsons.com


LAIDLAW INC: Selling 3 Canadian Properties for $5.4 Million
-----------------------------------------------------------
Laidlaw Inc., and its debtor-affiliates seek the Court's
authority to:

  (1) assume the pre-petition sale agreement between Laidlaw
      Inc. and 535045 BC Ltd., for the sale of certain real
      properties owned, or held under a 99-year ground lease, by
      Laidlaw Inc. in Canada;

  (2) sell the Properties to the Purchaser under the terms of
      the Sale Agreement, free and clear of all liens, claims,
      interests and encumbrances, and assume and assign to the
      Purchaser certain leases related to the Properties; and

  (3) pay the related real estate commission.

The Properties consist of:

  (a) the Debtors' fee simple interest in a 4.35 acre parcel
      located at 1633 1st Avenue, Prince George, British
      Columbia, Canada;

  (b) the Debtors' leasehold interest in a 11.25 acre parcel
      located at 1108 Derwent Way, Delta, British, Columbia,
      Canada;

  (c) the Debtors' fee simple interest in a 9.74 acre parcel
      located at 9416-40 Street S.E., Calgary, Alberta; and

  (d) the Debtors' fee simple interest in a 15.86 acre parcel
      located at 2840-76th Avenue, Edmonton, Alberta.

According to Richard M. Cieri, Esq., at Jones, Day, Reavis &
Pogue, in Cleveland, Ohio, the Debtors used these Properties for
many years to support a "less-than-truckload" trucking business
operated in Western Canada under the name Byers Transportation.
Mr. Cieri tells the Court that the Properties include loading
docks and other necessary improvements for the operation of a
less-than-truckload trucking business and would require
substantial modifications for other uses.

In 1990, Mr. Cieri relates, the Debtors sold their interest in
Byers Transportation to a predecessor of Landtrans Systems, Inc.
Four years later, Mr. Cieri continues, the Debtors bought the
Properties from Landtrans and leased them back to Landtrans, as
part of a refinancing of Landtrans's obligations to the Debtors
arising from the sale of Byers Transportation.  Just last year,
Mr. Cieri notes, the Debtors decided that their role as landlord
for the Properties was an unnecessary distraction that should be
terminated at the earliest opportunity.  "This was part of their
effort to refocus on their core businesses," Mr. Cieri explains.
The sale of the Properties would also raise cash to assist in
the Debtors' ongoing restructuring efforts, Mr. Cieri adds.  To
assist them in marketing these Properties, the Debtors called on
Royal LePage Commercial Inc. -- the largest commercial property
broker in Canada.

Mr. Cieri informs Judge Kaplan that Royal LePage worked hard to
market the Properties as a package.  The Debtors believe that
any effort to divest the Properties on an individual basis will
be difficult and cumbersome.  For instance, Mr. Cieri explains,
the Edmonton Property is distant from most new development in
Edmonton and thus is of little value.  Similarly, Mr. Cieri
relates, the Prince George Property is in a region adversely
affected by the current difficulties in the Canadian timber
industry, which will make the property difficult to sell in the
foreseeable future unless it is packaged with a more desirable
property.

After several months, Mr. Cieri says, only Western Spirit
Investments, Ltd. offered to purchase all of the Properties.
Because the Debtors seek to sell all of the Properties quickly,
Mr. Cieri notes, the package offer presented by Western Spirit
is preferable to the alternative bids received to date, which
would leave LILAC trying to market the remaining Properties on a
piecemeal basis.

And so after more than four months of extensive negotiations,
Mr. Cieri tells the Court that Western Spirit, through its
wholly owned subsidiary - 535045 BC Ltd.- and the Debtors agreed
to enter into the Sale Agreement.

Under the Sale Agreement, Mr. Cieri explains, the Purchaser
agreed to pay the Debtors CD$8,500,000 ($5,429,800) for the
interests in the Properties.  According to Mr. Cieri, CD$25,000
($15,970) of the Purchase Price was paid on February 6, 2001, to
be held in trust by the Purchaser's solicitors.  An additional
payment of CD$175,000 ($111,790) of the Purchase Price is to be
made within three business days after the satisfaction of the
Purchaser's Conditions set forth in the Sale Agreement, Mr.
Cieri adds.

Mr. Cieri emphasizes that the closing date under the Sale
Agreement will occur 30 days after the date on which the
"Purchaser's Conditions" are satisfied or waived.  Furthermore,
Mr. Ciera clarifies that the Purchaser's Conditions must be
satisfied or waived within 30 days of the approval of both this
Court and the Canadian Court of the sale of the Properties to
the Purchaser.  The Purchaser's Conditions include:

  (1) Due Diligence - The Purchaser must be satisfied with the
      Leases, the Permitted Encumbrances, the Further Reports,
      the Estoppel Certificates and the other documents
      delivered to the Purchaser by the Debtors;

  (2) Property Inspection - The Purchaser must be satisfied with
      an inspection of the Properties;

  (3) Financing - The Purchaser must obtain satisfactory
      financing; and

  (4) Purchaser's Parent's Approval - The Board of Directors of
      Western Spirit must approve the purchase of the
      Properties.

Moreover, Mr. Cieri continues, the Sale Agreement contains
several additional material conditions to performance.  A prior
condition that the Purchaser must negotiate a new lease of the
Properties with Landtrans has been waived. In addition, the
obligations of both the Purchaser and LILAC still are subject to
the consent of Grosvenor to the assignment of the Leasehold.

The Debtors assert that the Sale Agreement is the product of
extensive negotiations conducted at arms' length and in good
faith between the parties.  Accordingly, the Debtors contend
that the Sale Agreement is fair, adequate and reasonable.

Mr. Cieri also maintains that the Court should also approve the
assumption and assignment of related contracts to the Purchaser
that constitute an integral part of the Properties.  The Debtors
believe that they have no outstanding defaults under the Assumed
Contracts.

The Debtors also seek authority to pay Royal LePage the listing
commission owed for its role in finding a purchaser for the
Properties and otherwise assisting in the negotiation and
consummation of the Sale Agreement.  Mr. Cieri notes that the
Commission is 2.25% of the Purchase Price, or approximately
CD$191,250 ($122,170.50), which is below the normal amount owed
for a commercial property transaction of this size and type in
Canada.  "The Debtors want to pay the commission and avoid any
claims Royal LePage may make on the proceeds of the sale
transaction," Mr. Cieri explains.

Mr. Cieri advises the Court that the Purchase Price is subject
to certain adjustments at closing, which could result in small
changes in the final Purchase Price.  Accordingly, Mr. Cieri
says, the Commission will be paid based on the adjusted Purchase
Price.

Also, the Debtors assure Judge Kaplan that any holders of the
potential Existing Liens could be compelled to accept money in
satisfaction of their respective Existing Liens on the
Properties.  The Debtors proposes to satisfy all of the
Existing Liens by paying the underlying liabilities in full - up
to the value of the applicable Existing Liens.  "Provided that
all of the Debtors' claims, defenses and objections with respect
to the amount or validity of the Existing Liens and the
underlying liabilities are expressly preserved," Mr. Cieri adds.

Under the Debtors' Senior Secured, Super-Priority
Debtor-in-Possession Credit Agreement with GE Capital
Corporation, Mr. Cieri reminds the Court that any asset
disposition of over $250,000 is to be used to pay down any
amounts outstanding under the Post-petition Credit Agreement.
Thus, the Debtors propose to use the funds raised from the sale
of the Properties for any such prepayments that are necessary
under the Post-petition Credit Agreement and to use any excess
amounts to fund the Debtors' general working capital
requirements.

Because Laidlaw Inc. is a debtor in both these cases and the
Canadian Cases, the approval of both this Court and the Canadian
Court is necessary for the sale of the Properties to proceed.
Accordingly, LILAC also will seek Canadian Court approval of the
sale of the Properties to the Purchaser.

                         *     *     *

In separate orders, Judge Kaplan and Mr. Justice Farley of the
Supreme Court of Justice Commercial List in Canada grant the
relief requested. (Laidlaw Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


LOOK COMMS: Creditors Approve Plan of Arrangement in Canada
-----------------------------------------------------------
Look Communications Inc. (CDNX: LKC) announces that 93% of
creditors representing 87% of the total value of unsecured
claims and 100% of creditors representing 100% of the total
value of secured claims approved its Plan of Compromise and
Arrangement. The Company will now seek Court approval of the
Plan and its implementation date, which, if granted, would allow
Look to emerge from protection under the Companies' Creditors
Arrangement Act.

"We would like to thank creditors for their strong approval of
the Plan and we look forward to re-launching our sales and
marketing activities under our new business strategy early next
year," said Paul Lamontagne, Look's President and Chief
Operating Officer. "We believe that we will be able to add more
innovative services, migrate customers to more attractive plans
and increase our subscriber base, particularly in the small and
medium-sized enterprise (SME) segment. Our growth initiatives
will focus on niche strategies while being consistent with
available cash resources."

Going forward, Look will continue as a leading provider of
wireless digital television, dial-up and high-speed Internet
access and innovative Web- based services. The Company will
offer tailored solutions, particularly to niche segments such as
the MDU (multiple dwelling unit), SOHO (small office home
office) and SME markets.

Following significant reductions in operating costs achieved
both before and during the CCAA period, the Company will enter
2002 with a competitive cost structure. Look expects to maintain
and increase its positive cash flow position in 2002 by:

     - changing its revenue mix by focusing on growing all SME
segment products and services, including wireless and digital
subscriber line ("DSL") access, virtual hosting, co-location,
domain name registration and other value-added services;

     - growing the digital television customer base in MDUs and
selected residential areas, while repackaging to improve this
segment's profitability and introducing a new, less capital-
intensive, business model;

     - retaining the residential/SOHO dial-up Internet customer
base and converting customers to high-speed access; and,

     - investing in its wireless network to support the growth
in high-speed access, particularly in the SME market.

Look Communications (CDNX: LKC) is a leading wireless broadband
carrier, delivering a full spectrum of communications services
including digital television distribution, high-speed and dial-
up Internet access and Web-related services. Through its
advanced MDS technology (Multipoint Distribution System), Look
provides superior digital entertainment services to homes across
Quebec and Ontario. Look's Internet service has established
itself as one of Canada's largest independent service providers
offering both high speed and dial-up Internet access, in
addition to other Web-based applications, to consumers and
businesses throughout Canada. For more information on Look,
visit the company's Web site at http://www.look.ca


MGI SOFTWARE: Proposes Business Combination with Roxio Inc.
-----------------------------------------------------------
MGI (TSE:MGI), a leading provider of consumer photo and video
software, reported revenue for the third quarter ended October
31, 2001 of $7.2 million compared to $8.2 million in the prior
quarter ended July 31, 2001 and $13.8 million for the comparable
third quarter ended October 31, 2000. A net loss of $7.1 million
was reported for the quarter ending October 31, 2001, compared
to a net loss of $9.5 million for the second quarter ended July
31, 2001, and a net loss of $4.8 million for the comparable
third quarter.

Revenue in the third quarter was negatively affected by a
shipping delay for the Company's new Cinematic product.
Shipments of the new Cinematic, designed for entry-level amateur
video users, began immediately after the close of the quarter,
with over $700,000 of product shipped in the first week of the
fourth quarter. The Company did begin shipping VideoWave 5, an
upgrade to its popular VideoWave 4 for Microsoft Windows, during
the quarter.

"We have continued to reduce our expenses down to planned levels
in the third quarter and significantly decelerate the cash burn,
but weakening economic conditions both prior to and post-
September 11 make achieving cash flow positive in the fourth
quarter harder to predict," said Rocco Rossi, MGI president and
chief operating officer.

The Company's cost base improved in the third quarter with
operating expenses decreasing by 28% during the period from the
prior quarter ended July 31, 2001. Gross margins remained
consistent with the prior quarter at approximately 70%. At the
end of the third quarter, the Company had a net cash position of
$3.0 million, a reduction of $4.5 million during the quarter.
This compares to a net cash outflow of $10.4 million in the
second quarter. As of December 17, 2001, MGI had cash and cash
equivalents of $2.2 million, which included cash of
approximately $1.6 million drawn on the U.S. $1.5 million line
of credit Roxio has made available to the Company.

"After reviewing available financing and partnering options and
with our previously announced equity line financing still
subject to regulatory approval, we have proposed a business
combination with Roxio to our shareholders as the preferred
alternative for maximizing shareholder value," said MGI chief
executive officer, Anthony DeCristofaro.

On December 4, the Company announced that it had signed a
definitive agreement to allow Roxio, Inc., of Milpitas,
California, (Nasdaq: ROXI) to acquire all of the outstanding
shares of MGI to create one of the world's largest consumer
digital media software companies. Under the terms of the
agreement, approximately 2.3 million shares of Roxio stock will
be issued to stockholders of MGI at the close of the
transaction, yielding an approximate exchange ratio of 0.05269
shares of Roxio for each share of MGI. The deal represents a
purchase price of approximately US $36.7 million or Cdn $57.4
million, at the current price of Roxio common shares, which at
the close of trading on December 17 was US $15.95.

The definitive agreement provides for downward adjustments to
the purchase price based on an agreed-upon "net working capital"
formula. If the "net working capital" of the Company is less
than Cdn $2.5 million as at a date 10 days prior to closing, the
purchase price will be adjusted downward. In addition, there
will be a further adjustment downward in the event that the
Company has drawn down and not repaid any amount under the US
$1.5 million line of credit facility made available to MGI by
Roxio. Management anticipates that there will be a downward
adjustment to the purchase price arising from the "net working
capital" adjustment, the scope of which cannot reasonably be
determined at this time.

The transaction is subject to regulatory approval in Canada and
approval by MGI shareholders. The Boards of Directors of both
companies have voted unanimously in favour of the transaction.
The special shareholder meeting related to the proposed
transaction has been scheduled for January 28, 2002, and proxy
materials and voting information will be sent to MGI
shareholders on January 4, 2002.

DeCristofaro added, "Roxio has a solid record of profitable
growth, critical mass, and the product and channel synergy that
we believe are necessary to realign MGI to capitalize on our
technology and engineering prowess in these challenging economic
times."

MGI is a leading global provider of digital photo and video
editing software. MGI's products are distributed in over 40
countries through original equipment manufacturers (OEMs),
value-added resellers (VARs), as well as leading computer and
electronic retail stores, and websites. Shipments of MGI's
flagship PhotoSuite and VideoWave products have surpassed 39
million units. The Company's offerings include proprietary
technologies supported by over 90 patents and patent pending
applications. With headquarters in Richmond Hill, Canada, MGI
maintains sites in the United Kingdom, France, Germany, Japan,
Taiwan and Korea. MGI is a public company whose shares are
traded on the Toronto Stock Exchange under the symbol 'MGI'.
More information may be obtained on MGI's website at
http://www.mgisoftware.com  

MGI Software Corp., 2001. MGI is a trademark or registered
trademark of MGI Software Corp. All other company and/or product
names are trademarks and/or registered trademarks of their
respective manufacturers.

MGI Software reports that its October 31, 2001, balance sheet
registered an stockholders' equity deficit of over $115 million,
and that liquidity is strained with working capital deficit of
$0.7 million.


MARINER POST-ACUTE: Sets Bar Date for Admin. Claims Under Plan
--------------------------------------------------------------
All parties seeking payment of Administrative Expenses
(including professionals seeking compensation under Bankruptcy
Code sections 330 and 331, parties seeking "substantial
contribution" under Bankruptcy Code section 503, taxing
authorities, and postpetition personal injury claimants) must
file with the Bankruptcy Court and serve upon Mariner Post-Acute
Network, Inc., and its debtor-affiliates a request for payment
of such Administrative Expenses prior to the applicable deadline
as described below, provided, however, that parties seeking
payment of postpetition ordinary course trade obligations,
postpetition payroll obligations incurred in the ordinary course
of the Debtors' postpetition business, and amounts arising under
agreements approved by the Bankruptcy Court or the Plan need not
file such a request.

The deadline for filing requests for payment of Administrative
Expenses is 60 days after the Plan's Effective Date, provided,
however, that all requests for payment of Administrative
Expenses by governmental units for taxes (and for interest
and/or penalties related to such taxes) for any tax year or
period, all or any portion of which occurs or falls within the
period from and including the Petition Date through and
including the Effective Date and for which no bar date has
otherwise been previously established, must be filed and served
on the Reorganized Debtors on or before the later of (i) 60 days
after the Effective Date, and (ii) 120 days after the Debtors'
filing of the tax return for such taxes. Failure to comply with
these deadlines shall forever bar the holder of an
Administrative Expense from seeking payment thereof. (Mariner
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


MCCRORY CORP: Taps DJM Asset Management to Sell Store Leases
------------------------------------------------------------
McCrory Corp., announced that it has retained court-approved
real estate consultants DJM Asset Management, Melville, NY, to
conduct a Chapter 11 Bankruptcy sale of the company's store
leases and fee-owned properties.

Bids for the leases are due on or before January 9, 2002.  The
auction for leases only will be held on January 16, 2002 at the
offices of Hofheimer Gartlir & Gross, LLP, 530 Fifth Avenue, New
York, N.Y. 10036.  Private sales are also available, and
encouraged.  Bids for fee-owned properties are due immediately.  
These properties will be privately sold or auctioned separately
on dates to be determined.

McCrory's 200 stores range in size from 2,800 to 83,100 square
feet. The roster includes mall, strip center and downtown
locations in Alabama, Arizona, California, Connecticut,
Delaware, Florida, Georgia, Illinois, Indiana, Kentucky, Kansas,
Louisiana, Maryland, Michigan, New Jersey, New York, North
Carolina, Ohio, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Virginia and West Virginia.

Bidders will also have an opportunity to buy or lease the
company's 383,000-square-foot leased distribution center in
York, PA. McCrory's real estate holdings also include 150,000
square feet in downtown Pittsburgh. Store information can be
viewed and downloaded from DJM's web site,
http://www.djmasset.com Property files are also available from  
DJM on CD ROM.

McCrory Corp., a privately held discount store operator, filed
for protection under Chapter 11 of the Federal Bankruptcy Code
on September 10, 2001 in the U.S. Bankruptcy Court in
Wilmington, DE. The bankruptcy filing covered the York, PA-based
corporation and nine subsidiaries.

As previously announced, going-out-of-business sales began in
early December in the dollar stores operated by McCrory.  Over
190 of the stores operate under the Dollar Zone name, with all
items priced at $1.00 or less. Other locations operate under the
McCrory, McCrory Dollar, TG&Y, TG&Y Dollar, GC Murphy and JJ
Newberry banners.  The latter group includes units that had been
converted to the 'dollar store' format, as well as several
larger locations that also include higher-priced merchandise.

The inventory sales are being conducted with the assistance of
Buxbaum Group, of Encino, CA. Buxbaum Group is also assisting
with the sale of the store fixtures and equipment, as well as
distribution center machinery, equipment and rolling stock.

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

For information on the leases or fee-owned properties, contact
McCrory's Special Counsel Scott R. Kipnis of the New York-based
law firm Hofheimer Gartlir & Gross, at (212) 897-7898, fax is
(212) 897-4999; or DJM Asset Management LLC at (631) 752-1100;
fax is (631) 752-1231.  Contacts at DJM are Joe DiMitrio (x227),
Thomas Laczay (x225), James Avallone (x224), or Emilio Amendola
(x223).  Private sale offers should be made to Mr. Kipnis.

Based in Melville, New York, DJM Asset Management, LLC, a Gordon
Brothers Group company, assists retailers nationwide with the
disposition of unwanted locations.  DJM, whose clients have
included Roberds, Hit or Miss, Natural Wonders, Track N' Trail,
HomePlace, Lechters, Hechinger's, Laura Ashley, Charming
Shoppes, Loehmann's, Elder Beerman, Jumbo Sports and Pergament,
has been involved in the disposition and restructuring of over
45 million square feet of retail space during this past year
alone.


METALS USA: Unsecured Panel Retains Akin Gump as Legal Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors and Bondholders of
Metals USA, Inc., and its debtor-affiliates convened its first
meeting and one of the first items of business was to retain
legal counsel to represent the Committee in and out of Court.  
The Committee voted to retain the law firm of Akin, Gump,
Strauss, Hauer & Feld, L.L.P., in Houston.  Henry J. Kaim,
Esq., leads the engagement. (Metals USA Bankruptcy News, Issue
No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


METROMEDIA FIBER: KPMG Replaces Ernst & Young as Accountants
------------------------------------------------------------
Ernst & Young LLP was previously the principal accountant for
Metromedia Fiber Network. On December 4, 2001, that firm's
appointment as principal accountant was terminated and KPMG LLP
was engaged as principal accountants. The decision to change
accountants was approved by the audit committee and the board of
directors of Metromedia.

MFN (52%-controlled by Metromedia Company) builds urban fiber-
optic networks distinguished by the sheer quantity of fiber
available -- its 864 fibers per cable is up to nine times the
industry norm -- and sells the dark fiber to telecommunications
service providers. MFN supplies fiber to all types of telecom
carriers as well as to other businesses. It has networks under
construction in big cities across the US, has created intercity
links by swapping fiber, and has begun operating in Europe. The
company, which has expanded by buying AboveNet and SiteSmith,
also provides Internet infrastructure management services,
including Web hosting.

As of June 30, 2001 balance sheet, Metromedia Fiber reported
that it sustained strained liquidity, with current liabilities
exceeding current assets by around $500 million.


NATIONSRENT: Gets Approval to Access Up to $20MM of DIP Facility
----------------------------------------------------------------
NationsRent, Inc. (OTC Bulletin Board: NRNT), announced that the
U.S. Bankruptcy Court for the District of Delaware has approved
on an interim basis the Company's motion for immediate access to
$20 million of its $55 million Debtor-in-Possession (DIP)
financing provided by a syndicate of lenders led by Fleet Bank
to fund normal operations.  The court set January 18, 2002, as
the date for a hearing on final approval.

NationsRent announced Monday that the Company filed a voluntary
petition under chapter 11 of the U.S. Bankruptcy Code to
restructure the Company's debt.  The availability of new
financing approved by the Court insures that, as in all chapter
11 cases, post-petition obligations to suppliers/vendors and
others will be honored in the ordinary course of business
without need to obtain Court approval. NationsRent will be
paying its post-petition obligations for goods and services in
accordance with terms, as mandated by the Court. In addition,
the Court has entered an order authorizing NationsRent to
continue to satisfy all of its pre-petition obligations to
customers, including with respect to rebates and deposits.

The Court also approved NationsRent's request for immediate
authority to pay all employees' salaries and wages and to
continue, without interruption, employees' benefits programs,
including workers' compensation programs.

Finally, the Court also entered various other orders to insure
that the Company has the ability to continue with business as
usual during the chapter 11 process.  NationsRent voluntarily
filed for Court protection under chapter 11 to restructure its
indebtedness and put the Company on a solid financial foundation
in order to preserve and to strengthen its business for the
future. The Company expects to emerge from the chapter 11
process as a stronger, more competitive business.

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


NETIA HOLDINGS: Unit Ends Currency Swap Pact with Merrill Lynch
---------------------------------------------------------------
Netia Holdings S.A. (Nasdaq:NTIA, WSE:NET), Poland's largest
alternative fixed-line telecommunications services provider,
announced that its subsidiary Netia Telekom S.A. terminated
today its currency swap agreement entered into with Merrill
Lynch Capital Services on March 30, 2001.

The Agreement was entered into in connection with the interest
payments on Netia Holdings B.V.'s 2007 Senior Dollar Discount
Notes and 2007 Senior DM Discount Notes.

The Agreement was terminated by mutual consent of the parties,
and the termination became effective immediately. The Agreement
was terminated due to a planned debt restructuring by the
Company. The Company is of the opinion that the termination of
the Agreement will not have material impact on the financial
situation of Netia Telekom S.A. or the entire Netia Group.

Netia is the leading alternative fixed-line telecommunications
provider in Poland. Netia provides a broad range of
telecommunications services including voice, data and Internet-
access and commercial network services. Netia's American
Depositary Shares ("ADSs") are listed on the Nasdaq National
Market (NTIA), and the Company's ordinary shares are listed on
the Warsaw Stock Exchange. Netia owns, operates and continues to
build a state-of-the-art fiber-optic network that, at September
30, 2001, had connected 343,634 active subscriber lines,
including 93,713 business lines. Netia currently provides voice
telephone service in 24 territories through Poland, including in
six of Poland's ten largest cities.

As reported in the Troubled Company Reporter November 26
Edition, Standard & Poor's lowered its long-term corporate
credit rating on Netia to double-'C' from single-'B'-minus. At
the same time, S&P lowered its senior unsecured debt ratings on
guaranteed subsidiaries Netia Holdings B.V. and Netia Holdings
II B.V. to single-'C' from triple-'C'. These actions were made
following the recent announcement by Poland-based
telecommunications operator Netia Holdings S.A. that it had
launched a tender offer and consent solicitation for 85% of its
outstanding senior unsecured notes.

In addition, the report says, the rating actions reflect the
higher degree of risk for creditors in view of the proposed cash
offer for Netia's bonds.  Under the terms of the proposal,
bondholders are being offered between 11% and 14% of the nominal
value for 85% of the outstanding bonds in a modified Dutch
auction.


NORTHLAND CRANBERRIES: Expects Workout to Boost Working Capital
---------------------------------------------------------------
Northland Cranberries, Inc. (OTC Bulletin Board: NRCNA),
manufacturer of Northland brand 100% juice cranberry blends and
Seneca brand fruit juice products, reported fiscal 2001 fourth
quarter and year-end financial results for the periods ended
August 31, 2001. For the three-month period ended August 31,
2001, Northland reported a net loss of $70.9 million on net
revenues of $31.4 million. During the comparable quarter last
year, the company lost $79.8 million on net revenues of $34.0
million. For the year ended August 31, 2001, the company
recorded a net loss of $74.5 million on net revenues of $125.8
million. This compares to fiscal 2000 year-end loss of $105.0
million on net revenues of $207.0 million. (All per share
information has been restated to reflect the one-for-four
reverse stock split effective at the close of business on
November 5, 2001.)

The significant net losses for the fiscal 2001 periods included
an inventory lower of cost or market adjustment of $17.6 million
and a writedown of long-lived assets and assets held for sale in
the amount of $80.1 million. Operational factors contributing to
the charges included the continuation of depressed cranberry
prices resulting from an industry-wide surplus of fruit, heavy
price and promotional discounting by major competitors and a
previous lack of sufficient working capital to adequately
promote the company's products. These charges were partially
offset by a $32.8 million income tax benefit recorded in the
fourth quarter of fiscal 2001 related to certain net operating
loss carryforwards which will be utilized to offset debt
forgiveness income related to the previously announced November
6, 2001 financial restructuring. Included in the net loss for
fiscal 2000 was a $57.4 million inventory lower of cost or
market adjustment (of which $30.4 million was recorded in the
fourth quarter) and a $6.0 million fourth quarter writedown of
assets held for sale.

John Swendrowski, Northland's chairman and chief executive
officer, stated, "Fiscal 2001 was another challenging year for
us following the difficult year we experienced in fiscal 2000.
During the year, we experienced cash flow difficulties that
dramatically limited our ability to market and support our
products. In addition, heavy price and promotional discounting
by Ocean Spray and other competitors resulted in lost
distribution and decreased market share of our products in
various markets. For the 12-week period ended September 9, 2001,
industry data indicated Northland brand 100% juice products had
a 6.0% market share of the supermarket shelf-stable cranberry
beverage category, compared to a 10.9% market share for the same
period last year.

"Despite these ongoing difficult industry conditions, we are now
able to focus our efforts on a return to profitable operations.
We expect our recently completed financial restructuring to
provide us with sufficient working capital and new borrowing
capacity to once again aggressively market and support the sale
of our Northland and Seneca brand juice products in fiscal 2002,
as well as significantly reduce our interest expense."

Northland is a vertically integrated grower, handler, processor
and marketer of cranberries and value-added cranberry products.
The company processes and sells Northland brand 100% juice
cranberry blends, Seneca brand juice products, Northland brand
fresh cranberries and other cranberry products through retail
supermarkets and other distribution channels.  Northland also
sells cranberry and other fruit concentrates to industrial
customers who manufacture juice products. Northland shares are
traded on the over the counter bulletin board under the ticker
symbol NRCNA.


OWENS CORNING: Futures Claimants Hires Solomon as Inv. Banker
-------------------------------------------------------------
James J. McMonagle, the Legal Representative for Future
Claimants of Owens Corning asks the court to issue an order:

A. Authorizing the retention and employment of Peter J. Solomon
   Company Ltd. as his investment banker and financial
   advisor for the purpose of providing financial advisory,
   investment banking and other related services in
   connection with the Debtors' chapter 11 cases as provided
   in the retention letter agreement dated October 30, 2001

B. Approving the proposed fee structure, including the
   indemnification provisions;

C. Approving the entitlement of compensation and reimbursement
   payments under the letter agreement as administrative
   expenses and determining that such payments shall be
   entitled to benefits of any 'carve-outs' for
   professionals' fees and expenses in effect in these
   Chapter 11 cases; and

D. Futures Representative's request that such retention be nunc
   pro tunc to November 6, 2001, the date when Solomon
   commenced post-petition services to him.

Mr. McMonagle informs the court that Solomon is an independent
investment banking institution that provides financial and
strategic advisory service to a select group of institutional
client. The firm's restructuring group has also represented a
diverse group of debtors, bondholders, creditors' committees,
single classes of creditors and has served as investment banker
and financial advisor in many of the largest bankruptcy cases in
the United States.

The Futures Representative seeks to retain Solomon because:

A. The firm has an extensive and diverse experience in
   restructuring with an excellent reputation in the
   restructuring field and an understanding of the complex
   issues involved in these cases;

B. The firm possesses the necessary resources and is well-
   qualified to provide the investment banking and financial
   advisory services that will be required in the cases at
   hand.

Should the employment application be approved, Mr. McMonagle
cites these services that Solomon is expected to render:

A. Valuation of the Debtor as a going-concern, in whole or in
   part;

B. Valuation analyses of the Debtor's asbestos exposure;

C. Review and consultation of the financing options for the
   Debtor, including proposed DIP financing;

D. Review of and consultation on the potential divestiture,
   acquisition and merger transactions for the Debtor;

E. Review of and consultation on the capital structure issues
   for the reorganized Company resulting from the Chapter 11
   case, including Debt Capacity;

F. Review of and consultation on the financial issues and
   options concerning potential plans of reorganization, and
   coordinating negotiations with respect thereto;

G. Review of and consultation on the company's operating and
   business plans, including an analysis of the Company's
   long term capital needs and changing competitive
   environment;

H. Testimony in court in behalf of the Futures Representative,
   if necessary; and

I. Any other services as the Futures Representative or his
   counsel may request from time to time with respect to
   financial, business and economic issues that may arise out
   of the Chapter 11 proceedings;

Bradley I. Deitz, Managing Director of the firm Peter J. Solomon
Company Ltd. contends that Solomon has no connection with him
and that the firm is a disinterested person, not holding or
representing any interest materially adverse to his
representation as Futures Representative or to the Debtors,
their creditors, equity security holders or any other parties in
interest or their respective attorneys. Mr. Dietz informs the
Court, however of these connections:

A. Solomon has been retained by Shearman & Sterling to represent
   certain interests in the Chapter 11 cases of Warnaco
   currently pending before the Bankruptcy Court for the
   Southern District of New York.

B. Solomon has previously represented by the Metropolitan Life
   Insurance Company.

Mr. Dietz tells the Court that the salient terms of the Letter
Agreement governing the engagement of Solomon are:

A. Term - The Letter Agreement has an initial term of 3 months
   commencing on the date of the Letter Agreement and the
   Futures Representative has the right to continue the
   engagement on a month-to-month basis thereafter. The
   Futures Representative has the right to terminate the
   Letter Agreement after the initial period upon 30 days
   notice.

B. Fee - As compensation for its services, Solomon proposes to
   charge the Futures Representative a monthly advisory fee
   of $175,0000 as well as seek periodic reimbursement of
   reasonable out-of-pocket expenses, including reasonable
   attorneys fees. Solomon is also entitled to seek a
   Reorganization Fee under the agreement provided there is a
   plan of reorganization satisfactory to the Futures
   Representative and approval is granted by the Court.

Additionally, Mr. Dietz relates that Solomon and certain related
persons are entitled to be indemnified from and against certain
losses and liabilities arising out of or related to the
performance of its services on behalf of the Futures
Representative. The indemnity, however, will not apply to any
liability that has been determined by the court to have resulted
from gross negligence, fraud, lack of good faith, bad faith,
willful misfeasance, or reckless disregard of the obligations of
Solomon. (Owens Corning Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


OWENS CORNING: David Brown Named CEO, President & Board Member
--------------------------------------------------------------
The Board of Directors of Owens Corning (NYSE: OWC) announced a
management succession plan aimed at continuing the corporate
focus on operational excellence, while simultaneously emerging
from the Chapter 11 status in the shortest possible time.  The
plan includes the following key elements:

     * David T. Brown is named chief executive officer,
       president and board member.

     * Michael H. Thaman is named chairman of the board.

     * Maura Abeln Smith, who is chief restructuring officer,
       general counsel and secretary, is also elected to the
       Board of Directors.

All board appointments are effective January 1, 2002, and all
management changes, including Mr. Thaman's election as chairman
of the board, are effective April 18, 2002.

Mr. Brown will be responsible for all the day-to-day operations
and the overall performance of the company.  Mr. Thaman will
continue his duties as chief financial officer, with an added
focus on the financial reorganization strategy, as well as all
matters associated with corporate governance.  Ms. Smith will
continue to lead the Chapter 11 reorganization as well as carry
on her duties as general counsel and secretary.

With Mr. Brown, Mr. Thaman and Ms. Smith sitting on the Board of
Directors, the integration of all major corporate elements, to
include operations and the emergence from Chapter 11, will be
significantly strengthened by their experience and leadership
skills.

The succession plan was developed in response to the planned
retirement of current Chairman and CEO, Glen H. Hiner, whose
departure will be effective April 18, 2002.

Mr. Brown, who is currently executive vice president and chief
operating officer, joined Owens Corning in 1978, after serving
in a variety of sales and marketing positions with Procter &
Gamble, Shearson Hammill and Eli Lilly.

Named COO in January 2001, Mr. Brown had been vice president and
president of the Insulating Systems Business, since 1997.  This
is the company's largest sales and profit center, which produces
fiber glass insulating products, with 35 manufacturing plants in
North America and China.

Mr. Brown has held a variety of leadership positions in sales
and marketing at Owens Corning.  In January of 1995, he was
named vice president and president of Building Materials Sales
and Distribution with responsibilities for the company's North
American sales organization and distribution channels.  As vice
president and president of the Roofing and Asphalt Business in
the early 1990s, he is credited with returning the business to
profitability after many years of lower-than-average returns.

Mr. Brown is a 1970 graduate of Purdue University with a
bachelor of science degree in Economics.

Mr. Thaman was named senior vice president and chief financial
officer in April of 2000.  Prior to this assignment, he had been
vice president and president of Owens Corning's Exterior Systems
Business.

Mr. Thaman joined Owens Corning in August 1992 as a director for
Corporate Development.  In 1994, he was named plant manager of
the company's Toronto, Canada insulation facility. In 1996, he
was named general manager of the OEM Solutions Group, based in
Louisville, Kentucky.  In 1997, he was named vice president and
president of the company's Engineered Pipe Systems Business.

Prior to joining Owens Corning, Mr. Thaman was a strategy
consultant at Mercer Management Consulting.  He holds a bachelor
of science degree in Electrical Engineering and Computer Science
from Princeton University.

Ms. Smith joined Owens Corning from General Electric in 1998.  
At General Electric, she was vice president and general counsel
for GE Plastics.  Prior to her career at GE, she was a partner
in the international law firm of Baker & McKenzie.

Ms. Smith and her team have been instrumental in addressing the
financial reorganization activities of the company.  She also
was instrumental in the creation and implementation of the
company's National Settlement Program. This program has been
recognized as an innovative attempt to address the many issues
associated with asbestos litigation.

Ms. Smith holds a bachelor of arts degree in Economics from
Vassar College and a Master of Philosophy degree in Economics
from Oxford University, England, where she was a Rhodes Scholar.  
She also holds a Juris Doctor from the University of Miami,
Florida.

Owens Corning is a world leader in building materials and
composite systems.  The company has sales of $5 billion and
employs approximately 20,000 people worldwide.  For more
information, please visit the Owens Corning web site at
http://www.owenscorning.com  


OXFORD AUTOMOTIVE: Negotiating Restructuring of Debt Obligations
----------------------------------------------------------------
Oxford Automotive, Inc, headquartered in Troy, Michigan, a
leading full-service automotive supplier of high quality
engineered metal components, assemblies and modules has entered
into a Forbearance Agreement, dated December 8, 2001, to its
Fourth Amended and Restated Credit Agreement dated June 8, 2001,
as amended, among Oxford Automotive, Inc., Oxford Automotive
Canada Ltd., the Lenders identified therein, and Citicorp USA,
Inc., as Administrative Agent. Under the terms of the
Forbearance Agreement, the Lenders and the Agent have agreed,
subject to certain conditions and for the period ending no later
than January 14, 2002, to forbear from exercising remedies under
the Credit Agreement and all related documents as a
result of certain defaults.

In connection with the Forbearance Agreement, on December 10,
2001 the Agent provided a payment blockage notice to Oxford and
to the trustee under the Indentures governing Oxford's 10 1/8%
Senior Subordinated Notes due 2007, Series D, and the 10 1/8%
Senior Subordinated Notes due 2007, Series A/B. As a result,
under the terms of the Indentures Oxford is prohibited from
making any payments on the Notes until 180 days after the date
on which the payment blockage notice was received, or earlier if
the payment blockage period is terminated by the Agent, the
Credit Agreement defaults have been waived, or the indebtedness
under the Credit Agreement has been paid in full (unless the
Credit Agreement has been accelerated). Accordingly, Oxford will
not make the interest payment on the Notes due on December 15,
2001. The Indentures provide for a grace period of 30 days
before the failure to pay interest creates an Event of Default
under the Indentures.

Oxford is continuing to negotiate with the Lenders under the
Credit Agreement, towards developing a consensual restructuring
of its outstanding debt obligations. As with any negotiation, no
assurance can be given that Oxford will be successful in
concluding an agreement with its debt holders with respect to
any such restructuring.


OXFORD AUTOMOTIVE: S&P Further Downgrades Junks Ratings
-------------------------------------------------------
Standard & Poor's lowered its ratings on Oxford Automotive Inc.
At the same time, the ratings remain on CreditWatch with
negative implications, where they were placed October. 2, 2001.

The rating actions follow Oxford's disclosure that it will not
make the interest payment on its publicly rated subordinated
debt due December 15, 2001. Oxford also disclosed that it has
entered into a Forbearance Agreement with its lenders, under
which the lenders have agreed to forbear from exercising
remedies under the credit agreement due to certain defaults
through January 14, 2002.

Oxford is a Tier I supplier of engineered metal components,
assemblies, and modules for the original equipment automotive
industry. Core products include closure systems, suspension
systems, and complex structural subsystems. Oxford's operating
performance has deteriorated during the past year due to the
weakening in North American automotive demand and increased
costs associated with the launch of new business, and this has
led to liquidity pressures and covenant issues. Debt to EBITDA
is currently estimated to be about 10 times.

           Ratings Lowered, Still on CreditWatch Negative

     Oxford Automotive Inc.         TO      FROM

       Corporate credit rating      CC      CCC+
       Senior secured debt          CC      CCC+
       Subordinated debt            C       CCC-


PACIFIC GAS: UST Appoints 4th Amended Creditors' Committee
----------------------------------------------------------
Linda Ekstrom Stanley, the United States Trustee for Region 17,
pursuant to 11 U.S.C. Secs. Sections 1102(a) and 1102(b)(1),
makes her FOURTH AMENDMENT of the list of appointments to the
Official Committee of Unsecured Creditors in Pacific Gas and
Electric Company's chapter 11 case:

  (1)   Kenneth E. Smith
        PE-Berkeley, Inc.
        P.O. Box 776
        Berkeley, CA 94701
        Phone: 949/650-6301
        fax: 949/650-8412
        email: ksmith@deltapower.com

  (2)   Mike Jines
        Reliant Energy Services, Inc.
        1111 Louisiana
        P.O. Box 4567
        Houston, Texas 77002
        Phone: 713/207-7414
        fax: 713/207-0116
        email: mike-jines@reliantenergy.com

  (3)   John C. Herbert
        Dynegy Power Marketing Inc.
        1000 Louisiana Street, Suite 5800
        Houston TX 77002
        phone: 713/507-6832
        fax: 713/507-6788
        email: john.c.herbert@dynegy.com

  (4)   Grant Kolling
        City of Palo Alto
        250 Hamilton Avenue
        P.O. Box 10250
        Palo Alto, CA 94303
        Phone: 650/329-2171 ext.3953
        fax: 650/329-2646
        email: grant_kolling@city.palo-alto.ca.us

  (5)   Tom Milne
        State of Tennessee
        11th Floor, Andrew Jackson Bldg.
        Nashville, Tennessee 37243
        phone: 615/532-1167
        fax: 615/734-6441
        email: tmilne@mail.state.tn.us

  (6)   David E. Adante
        The Davey Tree Expert Company
        1500 North Mantua
        Kent, OH 44240
        Phone: 330/673-9511
        fax: 330/673-7089
        email: david.adante@davey.com

  (7)   Duane H. Nelsen
        GWF Power Systems Company, Inc.
        4300 Railroad Ave.
        Pittsburg, California 94565
        phone: 925/431-1441
        fax: 925/431-0518
        email: dnelsen@gwfpower.com

  (8)   Michael E. Lurie
        Merrill Lynch
        2 World Financial Center, #7
        New York, New York 10281-6100
        phone: 212/236-6480
        fax: 212/236-6460
        email: mlurie@exchange.ml.com

  (9)   Clara Strand
        Bank of America, N.A.
        CA9-706-11-21
        555 South Flower Street, 11th Fl
        Los Angeles, CA 90071-2385
        phone: 213/228-6400
        fax: 213/228-6003
        email: clara.strand@bankofamerica.com

  (10)  Anna Fallon
        Vice President
        Morgan Guaranty
        60 Wall Street, 19th Floor
        New York, New York 10260
        Phone: 212/648-9746
        Fax: 212-648-5005
        E-mail: fallon_annamarie@jpmorgan.com

  (11)  Raymond G. Kennedy
        Pacific Investment Management Company LLC
        840 Newport Center Drive, Suite 360
        Newport Beach, California 92660
        Phone: 949/720-6378
        Fax: 949/720-6363
        Email: behenna@pimco.com

Accordingly, Michael A. Tribolet at Enron Corp. & Affiliates has
left the Committee and Mike Jines takes his seat.

Patricia A. Cutler is the Assistant United States Trustee
assigned to PG&E's chapter 11 case, represented by Trial
Attorneys Stephen L. Johnson, Esq., and Edward G. Myrtle, Esq.,
in San Francisco. (Pacific Gas Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PACIFIC GAS: Will File As Scheduled Amended Plan of Reorg.  
----------------------------------------------------------
PG&E Corporation (NYSE: PCG) and Pacific Gas and Electric
Company will file an amended plan of reorganization and
disclosure statement in U.S. Bankruptcy Court, according to the
schedule established by the Court.  The hallmarks of the plan
remain paying all valid claims in full without asking the state
for a bailout or the Court to raise rates.

The amended plan contains no substantive changes.  The revisions
to the disclosure statement represent efforts to resolve the
objections filed by clarifying specific issues and providing
additional information requested by creditors.

The revised disclosure statement also clarifies preemption
issues that arise from the plan.  In the filing, the utility and
PG&E Corporation reaffirm that after adoption of the plan, all
of its businesses will continue to be subject to all applicable
federal, state and local public health, safety and environmental
laws and regulations.  Approximately 70 percent of the current
utility assets, including the rates retail customers pay for
electricity and natural gas, will continue to remain under
California Public Utilities Commission (CPUC) regulation.

The Federal Energy Regulatory Commission (FERC) will retain
jurisdiction over the licenses of the hydroelectric assets and
the rates, terms and conditions of service provided by the
electric transmission company.  The Nuclear Regulatory
Commission will continue to regulate the operation of Diablo
Canyon Power Plant.

FERC will assume jurisdiction to regulate wholesale rates for
the power from the generation assets, which under state law
prior to this year were scheduled to move to FERC regulation in
2002, and over the wholesale rates, terms and conditions of
service for the gas transmission system, which in most other
states are already FERC-regulated.

The utility and new business units plan to follow the normal
state and local processes to obtain transfers of licenses and
permits under the plan and do not anticipate the need to preempt
local and state ordinances relating to these approvals.  The
amended disclosure statement lists some 37 CPUC laws and
regulations that the company believes would be preempted, out of
the thousands of laws and regulations under which the utility
operates, in order to complete the transfer of certain assets
and establish three new California-based companies under the
plan.  Unless preempted, these specific CPUC laws and
regulations could restrict the transfer of property and issuance
of new securities required to implement the plan.

There are only three ways for Pacific Gas and Electric Company
to emerge from bankruptcy -- rate increase or bailout, sale of
assets to third parties or reorganization and refinancing -- and
each of these options would require a preemption of state law.  
By choosing to reorganize and refinance, PG&E chose the path
that would present the fewest conflicts with state laws and
regulations.

"Our plan ensures that all of the existing Pacific Gas and
Electric Company operations remain available to meet
California's energy needs, that they will continue to be
operated by our experienced, hard-working team of employees, and
that our customers will continue to receive the same safe,
reliable and responsive service," said Gordon R. Smith,
president and chief executive officer of Pacific Gas and
Electric Company.  "We have developed a plan that uses the value
of our assets to pay our creditors and do not ask the state for
a bailout or the Bankruptcy Court to raise retail rates."

PG&E will seek new franchise agreements as needed for the
electric and gas transmission businesses.  As a result, it
anticipates that California local governments will continue to
receive at least the same level of franchise fees they have
received historically.

In a separate filing with the Bankruptcy Court, Pacific Gas and
Electric Company will ask for an extension of the exclusivity
period for its plan of reorganization.  The extension, until
June 30, 2002, will allow the utility to continue its efforts to
complete the confirmation process by the end of the second
quarter of 2002.


RAILTRACK GROUP: Survival Dependent on Resolution of Guarantees
---------------------------------------------------------------
Railtrack PLC announces interim results for the six month period
ended September 30, 2001 prior to the appointment on October 7,
2001 of Joint Special Railway administrators for the Group
subsidiary Railtrack PLC.

Financial Highlights:

     --  (pound)292 million ($430.5m) pre tax profit,(pound)2.9
         billion ($4.28 billion) of net assets and over(pound)1
         billion ($1.47 billion) of bank lines

     --  Investment and renewals up 25% to a record (pound)1,400
         million ($2,064.02M), over 4 times pre tax profits were
         re-invested in the network by recourse to financial
         markets

     --  Contingent liabilities (outlined at the 2001 year end)
         were actively being addressed.

                    Operational Highlights

Clear evidence of operational progress:

     --  Train delays attributable to Railtrack down by 52% on
         the previous six months - infrastructure delays were
         similar to pre Hatfield levels by September 2001

     --  Broken rails down by 12% compared to first half of
         2000/01 (and by 36% over two years)

     --  Temporary speed restrictions fell by 443, a 39% drop to
         696

     --  Average track quality at highest level since 1994

Real progress towards creating a safer network

     --  TPWS fitment on course against HMRI targets
         (commissionings have doubled in six months)

Announcing the interim results for Railtrack Group, Chief
Executive Steve Marshall commented that the results demonstrate
two things:

"First, that Railtrack was trading profitably, in line with
expectations, and the contingent liabilities outlined at the
2001 year end were being addressed. As we have said
consistently, Railtrack PLC was NOT insolvent until the
Secretary of State chose to make it so. No financial meltdown
was in sight.

"Secondly, many multiples of profit were being re-invested in
the network at unprecedented levels. Railtrack was achieving
this by using these profits to borrow in the financial markets.
Bigger profits financed greater borrowing which delivered higher
investment in the network - something no longer possible. This
investment must continue if our ageing network is to be
sustained.

"Railtrack was working more closely with its customers and had
begun to deliver against its public service agenda. No one is
pretending that the railway is delivering what passengers
deserve or expect. The post-Hatfield challenges are truly
immense, but as these results for the half year immediately
prior to Administration show, we were at least making some real
progress in the right direction.

"The ongoing Railtrack PLC management team led by John Armitt,
and its 12,000 employees, deserve everyone's' unqualified
support. Following administration their task is now even more
demanding.

"The Board of Railtrack is committed to maximizing value for
shareholders. It is not in the interests of passengers or
taxpayers for the period of Administration to be prolonged. The
Board will take any action, including legal action, to
crystallize the full and fair value of the network."

                         Overview

Considerable progress was made across the business in the six
months to September 30, 2001. Profit before tax was (pound)292
million ($430.50m) an increase of (pound)117 million ($172.49m).
Investment, aided by reinvested profits and borrowings in the
financial markets, was at record levels. Borrowings increased by
(pound)1.2 billion ($1.77 billion), although cash flow was still
some (pound)300 million ($442.29m) favorable to the internal
budget.

Performance, as measured by train passenger minutes' delay, was
almost back to pre-Hatfield levels and the number of speed
restrictions on the network was down by 39% with a year end
target in place of 500 - below pre-Hatfield levels. Safety
programs were beginning to deliver real benefits, with the rate
of fitment of TPWS increasing twofold. The "de-risking" of major
investment programs continued and total network investment
reached a record (pound)1,400 million ($2,064.02m).

The Executive team completed a full review of the business and
announced a change program designed to push more resources to
the front line with the creation of a regional structure and
local area management teams. The establishment of new regional
structures for Southern and Eastern regions was progressing.

Substantial savings had been identified within the corporate
center and plans to remove over 1,100 posts across the business
were about to be implemented.

On October 7, the Secretary of State petitioned the High Court
to appoint an administrator for Railtrack PLC under the Railways
Act 1993 and partners in Ernst & Young LLP were appointed. By
making it clear that no further financial assistance for
Railtrack would be available from the government, reneging on
the Renewco transaction, emasculating the rail regulator with
threatened draft legislation and allowing news of government's
intentions to be leaked to the press, Railtrack was pushed into
insolvency. For these reasons the Board was advised that it
could not oppose the Secretary of State's petition.

                         Financial Review

The Financial Statements for the six months ending September 30,
2001 have been prepared to show:

     --  the results on a comparable basis with the previous
         year; and

     --  the effect of treating Railtrack PLC as a discontinued
         business as a result of the Administration Order
         granted to the Secretary of State on October 7.

In view of the impact of Administration, the accounts are
subject to a number of fundamental uncertainties, but on a
broadly comparable basis the results show:

     --  operating profit up from(pound)197 million ($290.44m)
         to (pound)333 million ($490.94m);

     --  profit before tax up from(pound)175 million ($258m)
         to (pound)292 million ($430.5m); and

     --  investment up from(pound)1,119 million ($1,649.74m)
         to (pound)1,400 million ($2,064m), comprising:

               Renewals (pound)865 million ($1,275.27m)
               ((pound)669 million)

               Enhancements (pound)399 million ($588.25m)                
               ((pound)296 million)

               Channel Tunnel Rail Link (pound)136 million
               ($200.50m) ((pound)154 million)

Operating profit is recorded after crediting a total of
(pound)732 million ($1,079.19m) of revenue grants in accordance
with the Regulator's determination of October 2000, and the SRA
agreement of April 2, 2001 as required by SSAP 4 Accounting for
Government Grants and after charging (pound)140 million
($206.40m) of delay performance payments ((pound)11 million
($16.22m)). The performance payments reflect the doubling of the
tariff per minute imposed by the Rail Regulator and in cash
terms the payment amounted to over (pound)200 million
($294.86m).

Net interest payable rose from (pound)40 million ($58.97m) to
(pound)88 million ($129.74m), reflecting the increase in net
debt over the comparable period. Profit before tax benefited
from the sale in July of the Group's investment in Ipsaris, a
telecommunication joint venture, for approximately (pound)27.5
million ($40.54m) net of costs.

After tax charged of (pound)40 million ($58.97m), an underlying
tax rate of 14%, profit after tax amounted to (pound)252 million
($371.52m) compared with (pound)189 million ($278.64m) in the
equivalent period last year.

No dividend will be paid for the period.

The retained profit for the period of (pound)252 million
($371.52m) has been credited to reserves.

Net debt at the close of the period totaled (pound)4,551 million
($6,709.54m), some (pound)300 million ($442.29m) favorable to
plan, compared with (pound)3,362 million ($4,956.60m) at the
beginning of the financial year.

At September 30, the Group had net assets of (pound)2,933
million ($4,324.12m) and total undrawn, committed facilities of
approximately (pound)1,900 million ($2,801.17m) (of which
(pound)500 million ($737.15m) was maintained as backup to other
borrowings). Discussions were already taking place with the
Group's principal bankers with a view to extending existing
facilities or establishing new ones.

                         Business Review

                           Performance

Total Railtrack attributable train minutes' delay was reduced by
over 50% in the six month period to September 2001 compared with
the previous six months, with total industry passenger minutes'
delay down by 38% and Railtrack attributable freight delays
falling by 56%.

The number of broken rails fell by 12% compared with the first
half of 2000/01 and 36% compared with the first half of
1999/2000, reflecting the benefits of the broken rails
initiative started in 1999 and the impact of the post-Hatfield
National Recovery Programme.

There was a net decrease of 443 in the total number of Temporary
Speed Restrictions (TSRs) in place in the first six months of
the year - a 39% drop to 696. TSRs attributable to gauge corner
cracking were down by 77%.

Average track quality was returned to the highest level since
1994.

                         Engineering

The increased focus on engineering started to show benefit, with
a new engineering organization and strategy agreed under Richard
Middleton, and clear industry-wide plans in place to control
gauge corner cracking in the future. This included additional
rail grinding, with orders placed for two new rail grinding
trains.

Manual process will increasingly be augmented by new technology:
new train mounted equipment enabling real-time programming of
maintenance work is being assembled and will begin testing in
the near future. New track examination techniques and equipment
will be introduced early next year.

The register of asset condition at September 30 was over 80%
populated and the next phase, a real-time work planning system
(MIMs) and preventative maintenance tools, is underway with
trials started in six contract areas around the country. This
will give further detail about condition and past inspections.

                         Investment

Investment expenditure in the first six months was (pound)1,400
million ($2,064.02m), a 25% increase on the same period last
year.

Renewals, routine works on track and signaling and other assets,
accounted for (pound)865 million ($1,275.27m) and represented a
29% increase on the same period last year. Some 400km of track
was rerailed, 260km of track was re-sleepered, 240km of track
was reballasted and 50km of signaling was renewed.

Significant progress was made on the construction of the major
enhancement projects.

West Coast Main Line - construction of phase 1 is 65% complete
with important works outside Euston being undertaken in the
period. However resign ling work at South Manchester was put
back to avoid disrupting the Commonwealth Games. It was agreed
in principle with Virgin to defer the introduction of the
planned phase 1 passenger timetable to May 2003. Discussions
with Virgin Trains to tackle the significant commercial issues
associated with the West Coast project had begun and "de-
risking" options agreed for presentation to Government on
October 8, 2001.

Channel Tunnel Rail Link - construction of phase 1 is 75%
complete on budget and on time for a 2003 completion. During the
summer a 3km tunnel under the North Downs was completed.
Progress on Cross Country Route Modernization, Leeds First and
Sunderland Direct was satisfactory.

The joint SRA/Railtrack procurement review of the Thameslink
2000 project had concluded that the project should be taken
forward through a Special Purpose Vehicle. Remuneration
arrangements have yet to be agreed.

                         Safety

Real progress continued to be made towards creating a safer,
more efficient rail network.

The rate at which the Train Protection and Warning System (TPWS)
is being fitted roughly doubled in the first six months of the
year compared to the previous six month period, bringing the
total spent so far on this important safety initiative to some
(pound)170 million ($250.63m).

               Property and New Businesses

The majority of the property portfolio lies within the regulated
business. However, the unregulated property business completed a
number of transactions during the period.

Railtrack Spacia Ltd (which is the largest landlord to small
businesses in the UK) and Safestore completed a joint venture -
Spacia Safestore Ltd - which will exploit opportunities in the
self-store market with its first store due to open in Bermondsey
this year.

                     Board Changes

During the period Executive Directors Simon Murray and Jonson
Cox and Non-Executive Directors Sir Philip Beck, Jennie Page and
Christopher Jonas, stepped down from the Group Board. On April
25, David Harding was appointed Finance Director and Sebastian
Bull was appointed as Business Development Director (having
previously served as acting Finance Director). David Jones was
appointed as a Non Executive Director on May 1, 2001. John
Robinson was appointed Chairman of Railtrack Group on June 18,
2001. On October 8, 2001 Steve Marshall resigned as Chief
Executive and is currently serving his notice period.

                        Outlook

The Board is committed to aggressively maximizing value for
Railtrack shareholders.

At this stage it is not possible to quantify the realizable
value of the Group's net assets nor indeed to estimate with any
certainty the time it will take to liquidate these investments.

The Directors are determined that the Administration process
must be fair and transparent and will hold the Administrators
firmly to account to ensure that a level playing field for all
bidders is maintained and that the fair value of assets in
Railtrack PLC is realized.

The Board believes that it is not in the interests of passengers
or taxpayers for the period of Administration to be prolonged.
The Board will take any action, including legal action, to
crystallize the full and fair value of the railway network.

The Directors will keep shareholders informed of material
developments.

                    Basis of Accounting

The financial statements have been prepared using unchanged
accounting policies from those set out in the last annual report
and accounts. The Administration Order meets the definition of a
non-adjusting post balance sheet event in accordance with SSAP
17 Post Balance Sheet Events. Consequently Railtrack PLC has
been shown as a discontinued activity. No account has been taken
of the effect on asset carrying values or of any additional
liabilities that may arise as a result of the Order.

The balance sheet of the Group excluding Railtrack PLC as at
September 30, 2001 has been prepared on a pro-forma basis.

In view of the impact of the Administration Order the accounts
are subject to a number of fundamental uncertainties, these are
described in detail in Note 1 to the accounts and include:

                      Going Concern

The Group has given guarantees in respect of bank facilities
made available to subsidiaries, including Railtrack PLC. The
Group's ability to continue as a going concern is dependent on
the satisfactory resolution of these undertakings.

Railtrack (UK) Limited, a subsidiary of Railtrack Group PLC, has
committed to purchase section 1 of CTRL. Administration has
created uncertainty over the concession to operate CTRL. The
Group's obligation to purchase CTRL would become an onerous
purchase contract which could not be funded by the Group.

                    Asset carrying values

The rail network fixed assets of Railtrack PLC are included in
the statutory balance sheet at the net book value. It is not
possible to determine with certainty the future net income flows
that these assets will generate and therefore whether any
impairment has occurred.

               West Coast Route Modernization

Prior to October 7, 2001, the company had begun negotiations
with its principal partner with a view to addressing the
significant commercial risks surrounding this project, including
any compensation payable for late delivery. Outline proposals to
resolve the outstanding risks are now a matter for the
Administrators and will require approval from the Department of
Transport, Local Government and the Regions. The financial
impact of any resolution cannot therefore, at this stage, be
quantified by the directors.

               Asset Maintenance Plan (AMP)

As in prior periods, renewals accounting has been applied in
respect of certain network fixed assets. At September 30, 2001
the Asset Maintenance Plan was still under review but was
expected to be finalized before the end of the financial year.
Decisions on the timing and basis of preparation of the AMP are
now a matter for the Administrators of Railtrack PLC. The
Directors have therefore estimated the depreciation charge for
the six months ended September 30, 2001 in respect of those
fixed assets using the existing, approved five-year business
plan.

               Relationship with Railtrack PLC.

The relationships between Railtrack PLC and other companies
within the Group are complex. The Directors are assessing the
implications of the Administration Order on the Group's systems,
trading arrangements and people.

                         Taxation

Should existing arrangements with Railtrack PLC for rollover of
chargeable gains realized not be honored, Railtrack Group may
suffer a liability of up to (pound)35 million ($51.60m).
Discussions on future tax arrangements are in progress.

                          Cash

The balance sheet at September 30, 2001 includes cash of
(pound)384 million ($566.13m). On October 7, HSBC froze the
accounts of Railtrack Group PLC and Railtrack Developments
Limited with a combined credit balance of approximately
(pound)370 million ($545.49m). Government has since agreed that
Railtrack Group will be treated as a finance creditor in respect
of this sum.

               Channel Tunnel Rail Link (CTRL)

The balance sheet includes assets constructed to date for CTRL,
at cost. As noted above, operating arrangements for CTRL are
uncertain and it is not therefore possible to assess whether
impairment may have occurred.

                Investment in Railtrack PLC

Railtrack PLC has been included in the pro-forma balance sheet
as a trade investment. The Directors are currently unable to
propose an alternative basis for inclusion.

For tabular financial information please contact Taylor Rafferty
at 212/889-4350

Recent press releases can be found on the Railtrack web site at
the following address:
http://www.railtrack.co.uk/corporate/notice

**US Dollar equivalents provided for reader convenience at the
September 28, 2001 rate of(pound)1=$1.4743


RENT-A-CENTER: S&P Rates $100MM Senior Subordinated Notes at B
--------------------------------------------------------------
Standard & Poor's assigned its single-'B' rating to Rent-A-
Center Inc.'s planned $100 million senior subordinated note
offering due 2008. The note offering will be issued pursuant to
Rule 144A with registration rights and will be used to repay a
portion of the company's existing term loans ($30 million),
repurchase shares of common stock from its former CEO ($34.7
million), and for general corporate purposes ($35.3 million).

At the same time, Standard & Poor's affirmed its double-'B'-
minus corporate credit and senior secured ratings on the
company. The outlook is negative.

The ratings on Rent-A-Center reflect the company's participation
in the highly competitive and fragmented rent-to-own retail
industry, the risks associated with its store growth strategy,
and its highly leveraged capital structure. These risks are
partially offset by Rent-A-Center's leading position in the
industry and adequate financial flexibility.

Plano, Texas-based Rent-A-Center is the largest operator in the
rent-to-own industry, with fiscal 2000 revenues of $1.6 billion.
As of September 30, 2001, the company operated 2,288 stores and,
through its subsidiary ColorTyme, franchised 346 stores in 50
states, the District of Columbia, and Puerto Rico. The rent-to-
own industry is highly competitive with moderate growth
prospects and low barriers to entry. Although the six largest
chains account for about 55% of the market's 8,000 stores, the
industry remains highly fragmented, with the remainder
consisting mostly of operations with fewer than 20 stores.

Rent-A-Center has grown through acquisitions in the past, and
the company intends to expand its store base by about 5%-10% per
year during the next few years, primarily through new store
openings and smaller acquisitions. Rent-A-Center has been adept
at acquiring and integrating stores, but has limited experience
building new units, which poses different risks.  Same-store
sales increased 7.5% in the first nine months of 2001, following
gains of 12.0% in 2000 and 7.7% in 1999. However, operating
margins declined to 22.6% for the 12 months ended Sept. 30,
2001, from 24.7% in 2000, reflecting an increase in promotions
and higher labor and insurance costs.

Rent-A-Center's financial policy is aggressive, having grown its
store base largely through debt-financed acquisitions. Credit
protection measures are adequate for the rating category. Pro
forma for the transaction, 12-month EBITDA interest coverage is
3.4 times, and total debt to EBITDA, which includes preferred
stock, is 3.4x. Financial flexibility is provided by a $120
million revolving credit facility, of which $56.4 million was
available as of September 30, 2001, and a light maturity
schedule.

Rent-A-Center has reached an agreement in principle for the
settlement of a gender discrimination suit in Kansas City. The
company took a $16 million charge in the third quarter to
account for settlement and related costs. If the settlement is
approved, it would diminish another sex-bias case seeking
$410 million in St. Louis, Ill., in which the equal employment
opportunity commission has intervened due to the considerable
overlap of the class members. Class members would not be
entitled to any additional recovery in the Illinois case if they
participate in the Kansas City settlement.

                          Outlook: Negative

If the outcome of the lawsuits requires monetary payments well
in excess of the company's proposed settlement such that Rent-A-
Center's leverage and credit measures would be materially
affected, the ratings could be lowered. The ratings could also
be lowered if steps taken by management to improve the company's
cost structure are not successful.


SBARRO INC: S&P Cuts Ratings Over Weakening Credit Measures
-----------------------------------------------------------
Standard & Poor's lowered its corporate credit and senior
unsecured debt ratings on Sbarro Inc. to single-'B'-plus from
double-'B'-minus. The outlook is negative.

The downgrade is based on declining operating performance, which
has led to weakened credit measures. Operating performance has
been affected by the general economic downturn, which was
exacerbated by the events of September 11, 2001, leading to a
decrease in mall traffic (about 70% of the company's
restaurants are located in shopping malls).

Same-store sales at quick service units decreased 2.7% in the
third quarter, following a 2.9% decline in the second quarter,
while EBITDA fell to $12.0 million from $17.3 million in the
comparable period of 2000. Moreover, the decline in EBITDA
margins to 13.6% from 18.9% is due to higher average cheese
prices and distribution fees, combined with increases in rent,
utilities, and other occupancy-related expenses. As a result,
credit measures weakened, with 12-month EBITDA coverage of
interest at only 2.1 times for the period ended October 7, 2001,
compared with 2.4x the previous year. Moreover, leverage is high
with total debt to EBITDA at 4.7x.

Melville, N.Y.-based Sbarro operates and franchises 917 quick
service restaurants, serving a wide variety of Italian specialty
foods in the U.S. and 24 other countries.

                     Outlook: Negative

The outlook reflects the expectation that in the current
economic environment Sbarro will be challenged to stem its sales
decline in the near term, especially in the very important
fiscal fourth quarter of 2001.  Heavier traffic in shopping
malls during the holiday shopping season normally accounts for
about 40% of its annual operating net income. If credit measures
continue to weaken due poor operating performance, the ratings
could be lowered.


STARTEC GLOBAL: Chapter 11 Case Summary
---------------------------------------
Lead Debtor: Startec Global Communications Corp.
             1151 Seven Locks Road
             Potomac, MD 20854

Bankruptcy Case No.: 01-25013

Debtor affiliates filing separate chapter 11 petitions:

             Entity                        Case No.
             ------                        --------
             Startec Global Operating
             Company                       01-25009
             Startec Global Licensing
             Company                       01-25010

Chapter 11 Petition Date: December 14, 2001

Court: District of Maryland (Greenbelt)

Judge: Duncan W. Keir

Debtors' Counsel: Philip D. Anker, Esq.
                  2445 M Street, N.W.
                  Washington, DC 20037
                  Tel: 202-663-6000


SUN HEALTHCARE: Gets Okay to Buy 2 Atlantic Nursing Facilities
--------------------------------------------------------------
The relief requested in the motion to purchase two Atlantic
nursing facilities is within the sound business judgment of Sun
Healthcare Group, Inc., and its debtor-affiliates, Judge Walrath
decides.  Judge Walrath notes that the agreement is on fair,
equitable and reasonable terms, and was entered into following
good faith, arm's-length negotiations.

Accordingly, Judge Walrath sanctions the Debtors' purchase of
the facilities.  Furthermore, the Debtors are authorized to
enter into 2 loans with Sun Trust:

     * with an aggregate principle amount of $7,400,000,

     * payable over a 3-year term commencing from the earlier of
       closing or the Debtors' emergence from bankruptcy, but in
       any event no later than April 1, 2005,

     * having a floating interest rate at prime + 2.5% and
       secured by cross-collateralized and cross-defaulted first
       mortgages on each facility.

Judge Walrath orders that all professional fees associated with
the financing agreement will be borne by the Debtors, up to
$50,000.  This amount shall not include transfer taxes, title
insurance premiums, or other out-of-pocket expenses associated
with closing, Judge Walrath notes.

Judge Walrath makes it clear that fee title to the facilities
will be transferred to the Debtors.  The Court further approves
the termination and rejection of the interim leases governing
the facilities and sets the amount of any claims from such
rejection at zero.  Lastly, Judge Walrath places her stamp of
approval on the settlement of Atlantic Financial's claim,
whereby Atlantic Financial waives and withdraws such claim in
the amount of $10,666,821. (Sun Healthcare Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


SYMPHONY SYSTEMS: Seeks Financing Options to Continue Operations
----------------------------------------------------------------
Woodhead Industries, Inc., (Nasdaq: WDHD) announced that based
on events subsequent to its November 14, 2001 earnings release,
it has restated its previously announced fourth quarter and full
year 2001 fiscal year results to include a non-cash, non-
operating charge of $0.17 per share for the write off of its
$1.9 million investment in Symphony Systems.

As first disclosed in the Company's fiscal year 2001 second-
quarter SEC filing on Form 10-Q, Symphony Systems has been
seeking additional financing in order to continue operations.
Recent events relating to Symphony Systems' continuing
difficulty in consummating a proposed strategic transaction or
in securing additional financing has caused the Company to write
off the investment. The Company has been informed by Symphony
Systems that Symphony will continue to pursue various strategic
and financing alternatives, however, there can be no guarantee
as to the outcome.

This non-cash, non-operating charge, which has no impact on
current year taxes, results in a restated fourth quarter 2001
net loss of $0.2 million or a loss of $0.02 per share and full
year 2001 net income is $7.8 million or $0.66 per share.

Woodhead Industries, Inc. develops, manufactures and markets
electronic and industrial communications products, primarily
serving the global automation and control market with
connectivity solutions and specialty electrical products.
Through its connectivity group, Woodhead provides the industrial
automation industry with a single, worldwide source for
industrial communications and connectivity solutions. Its
product lines, comprised of six recognized industry-leading
brands: SST?, Brad Harrisonr, mPm?, RJ Lnxx?, applicomr and
NetAlert? make Woodhead the premier supplier of application-
specific connectivity solutions.

For further information contact: Robert Fisher, Vice President,
Finance and CFO, (847) 317-2400, e-mail: rfisher@woodhead.com,
or http://www.woodhead.com


TRAVIS BOATS: Senior Inventory Lenders Waive Covenant Violations
----------------------------------------------------------------
Travis Boats & Motors, Inc. (Nasdaq: TRVS) announced it has
completed two (2) Convertible Stock Transactions in the
aggregate amount of $4.3 million.  The transactions include a
$3.0 million Convertible Subordinated Promissory Note with a
significant supplier to the Company and a series of Convertible
Subordinated Promissory Notes in the aggregate amount of $1.3
million with certain of the Company's founders and Board
Members.  The Notes have three year terms and are callable by
the Company, or if not called, are convertible into the
Company's common stock at any time after June 12, 2002 (and
prior to their stated maturity) at the price of $2.4594 per
share.

Concurrent with the closing of the Convertible Subordinated
Notes, the Company also received amended Borrowing Agreements
and waivers of its then existing covenant violations from its
Senior inventory lenders.

Mark Walton, President and Chairman of Travis Boats, said "This
is a major development for Travis Boats.  The support from our
Board, our valued supplier and the hard work of our Senior
Lenders has opened the door for this enhancement to our capital
structure."  Mr. Walton added, "We hope to leverage this
positive momentum, along with our improved inventory and debt
levels into a successful upcoming boating season."

Travis Boats & Motors, Inc., is a leading multi-state superstore
retailer of recreational boats, motors, trailers and related
marine accessories in the southern United States.  The Company
operates store locations in Texas, Arkansas, Louisiana, Alabama,
Tennessee, Mississippi, Georgia, Florida and Oklahoma under the
name Travis Boating Center.

The Company's web site is http://www.travisboatingcenter.com


TRISM INC: Files for Voluntary Chapter 11 Petition in Missouri
--------------------------------------------------------------
TRISM, Inc. (OTC Bulletin Board:  TSMX.OB), the nation's leading
transportation company specializing in the transportation of
environmental and secured materials such as hazardous waste,
explosives, military munitions and radioactive materials,
announced it filed a petition for voluntary reorganization of
its operations under Chapter 11 with the U.S. Bankruptcy Court
for the Western District of Missouri.  The filing affects not
only TRISM, Inc. but also its various subsidiaries.

Several factors led to the Company's Chapter 11 filing,
including high fuel costs for recent periods, difficulty in
obtaining qualified drivers, industry-wide increases in
insurance premiums and reduced shipping demand. The Company
expects to operate as debtor-in-possession and continue business
as usual pending a sale contemplated by the Company being
approved by the bankruptcy court.  The Company will be filing
motions with the court seeking approval of the continuation of
Company compensation and benefit plans, and payment of funds due
to certain suppliers of essential goods and services.


TRISM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------
Lead Debtor: Trism, Inc.
             8141 East 7th Street
             PO Box 113
             Joplin, MO 64802-0113             

Bankruptcy Case No.: 01-31323

Debtor affiliates filing separate chapter 11 petitions:

             Entity                        Case No.
             ------                        --------
             Trism Heavy Haul, Inc.        01-31327
             E. L. Powell & Sons
             Trucking Co., Inc.            01-31328
             Trism Specialized Carriers,
             Inc.                          01-31329
             Trism Special Services, Inc.  01-31330
             Trism Secured Transportation,
             Inc.                          01-31331
             Diablo Systems, Incorporated  01-31332
             Trism Eastern, Inc.           01-31333
             Tri-State Motor Transit Co.   01-31334
             Aero Body And Truck
             Equipment, Inc.               01-31335
             Trism Logistics, Inc.         01-31336
             Trism Equipment, Inc.         01-31337
             Trism Transport, Inc.         01-31338
             Trism Transport Services,
             Inc.                          01-31339

Type of Business: The Debtor is the nation's largest trucking  
                  company that specializes in the
                  transportation of heavy and over-dimensional
                  freight and equipment, as well as material
                  such as munitions, explosives and radioactive
                  and hazardous waste. The Debtor operates the
                  largest, most diversified fleet of
                  specialized equipment in the industry, which
                  includes 450 tractors, mostly equipped with
                  satellite communications, and 600 open
                  trailers. From 29 strategically-located owned
                  or lease terminals, the Debtor ships cargo to
                  destinations throughout the continental
                  United States and Canada. The Debtor also
                  arranges for shipments within Mexico through
                  agreements it maintains with Mexican trucking
                  companies. The Debtor employs approximately
                  720 individuals, of whom approximately 500
                  are drivers, and engages approximately 50
                  independent contractors. The Debtor owns or
                  leases properties in 21 states with their
                  principal operational offices located in
                  Kennesaw, Georgia and Joplin, Missouri. On
                  the Petition Date, the Debtor operated its
                  principal lines of business through
                  subsidiary Tri-State Motor Transit Co.

Chapter 11 Petition Date: December 18, 2001

Court: Western District of Missouri

Debtors' Counsel: Laurence M. Frazen, Esq.
                  Bryan Cave LLP
                  3500 One Kansas City Place, 1200 Main Street
                  Kansas City, Missouri 64105
                  (816) 374-3200

Total Assets: $155 million

Total Debts: $149 million

Debtor's 20 Largest Unsecured Creditors:

Entity                                   Claim Amount
------                                   ------------
U.S. Bank Trust - Bonds                  $34,975,134
P.O. Box 70870
St. Paul, MN 55170-9705
Rick Prokosch
(651) 244-0721
(651) 244-0711

Goodyear Tire & Rubber                      $410,527
1144 Est Market Street
Akron, OH 44316
Tom Rhoades
330-796-5056

Bridgestone                                 $218,447

Qualcomm, Inc.                              $186,434

AT&T                                        $169,784

Corporate Claims Management                 $160,091

Hampton Carter
DBA Carter Escort Service                   $140,632

Katy's Cartage                              $132,115

The Permit Co (TPC)                         $119,187

Fluor Corporation and Their                 $112,075
Attorneys, Hill Riukins &
Hayden LLP

Deutsche Banc                               $103,750

Newmont Mining Corporation                   $99,000

Prepass                                      $98,026

Esis Inc                                     $93,071

Bandag, Inc.                                 $92,978

Comdata/Petro Lockbox
Petro Stopping Centers LP                    $91,060

AV Technologies                              $78,346

IBM Corporation                              $70,781

Go Transport Inc.                            $70,618

GST Corporation                              $68,177


UNITED SHIPPING: Preferred Shareholders Agree to Waive Rights
-------------------------------------------------------------
In December 2001, United Shipping and Technology, Inc. reached
agreements with the holders of at least two-thirds of the
outstanding shares of each series of its preferred stock whereby
the preferred shareholders will waive their rights with respect
to the cash redemption features of their respective preferred
stock. These agreements allow the Company to reclassify the
preferred stock from mezzanine debt into shareholders' equity.

United Shipping and Technology, formerly U-Ship, offers same-
day, on-demand delivery service through its main operating
subsidiary, Velocity Express. In addition to time-sensitive
deliveries, the company provides support services for customers,
including logistics, warehousing, on-site services, fleet
replacement, and international air courier services. United
Shipping and Technology serves the financial, healthcare, and
retail industries through 210 locations in the US and Canada
using a fleet of some 9,000 vehicles. Investment firm TH Lee
Putnam Ventures controls about 33% of United Shipping and
Technology. As of September 29, 2001, the company's balance
sheet is upside-down with stockholders' equity deficit of about
$35 million.


WHEELING ISLAND: S&P Assigns Low-B Rating on Proposed Sr. Notes
---------------------------------------------------------------
Standard & Poor's assigned its single-'B'-plus rating to
Wheeling Island Gaming Inc.'s proposed $125 million senior
unsecured notes due 2009. These securities are expected to be
privately placed under Rule 144A. Proceeds of the notes will be
used to purchase the company's common stock owned by WHX
Entertainment Corp. (unrated entity), one of two shareholders.
In addition, proceeds will be used to refinance existing bank
debt and for general corporate purposes. At the same time,
Standard & Poor's assigned its single-'B'-plus corporate credit
rating to the company.

The outlook is stable.

Wheeling, W.Va.-headquartered Wheeling Island Gaming owns and
operates Wheeling Downs Racetrack & Gaming Center. The facility
features 1,400 slot machines, a greyhound racetrack, and various
dining venues. Pro forma revenues (net of gaming taxes) and
EBITDA (before management fees) approximate $80 million and $40
million, respectively.

Ratings reflect Wheeling's narrow business focus, relatively
small cash flow base, competitive market conditions, high debt
levels, and construction risks associated with the upcoming
expansion. These factors are tempered by the company's good
competitive position, recent improved operating results, and
solid credit measures for the rating.

Wheeling Downs is one of four racetracks operating in West
Virginia. Prior to the approval of video lottery terminals
within the state in 1994, the racetrack had limited EBITDA.
However, performance of the property has been significantly
enhanced with the addition of 1,400 slot machines, as well as
by 1999 legislative relief approving coin-out and mechanical
reel slot machines. In addition, this performance has occurred
without the benefit of hotel rooms or an entertainment venue.
The success of the property has been due, in large part, to the
limited direct competition within a 100-mile radius. It is also
attributable to steady market growth, efficient operations, and
easy access to the property, located directly off I-70.

In an effort to capitalize on continued market growth and to
expand the property's amenities, the company has proposed an
approximately $60 million expansion, which will include a 150-
room hotel, 550 slot machines, a 600-seat entertainment complex,
and new dining venues. Construction/development risks exist,
since final architectural designs have not been finalized.
However, management is planning to enter into a guaranteed
maximum price contract for 100% of the hard costs and has
budgeted an approximately $5 million contingency. In addition,
construction disruptions are not expected to be material, given
the location of the expansion adjacent to the existing facility.

Wheeling Downs currently competes with three other racetracks
throughout West Virginia. Mountaineer Park is the closest
competitor, about 50 miles to the north. The competitive
situation within the state is not likely to change in the near
term. However, the expansion of gaming in neighboring states
could materially affect future performance. The current budget
situation in nearby Ohio may accelerate discussions of slot
machines at racetracks within the state, in an effort to
increase revenues. While the outcome and timing is uncertain,
Wheeling's established customer base and upcoming expansion is
expected to mitigate downside exposure.

Pro forma for the offering and based on current operating
trends, EBITDA coverage of interest expense is expected to be
around 3 times, and total debt to EBITDA in the 3x-3.5x range.
Financial flexibility is adequate, with more than $10 million in
cash on hand and an expected $40 million revolving credit
facility, which can be increased to $50 million within 18
months. Capital expenditures, which will increase over the next
few years in conjunction with the expansion, are expected to be
funded with free cash flow and borrowings under the revolving
credit facility.

                        Outlook: Stable

Ratings stability reflects the expectation that the company will
maintain its niche market position and that the overall
financial profile provides some cushion within the rating for a
potentially increased competitive environment.


WHEELING-PITTSBURGH: Electro-Coal & Mid-South Demand Payment
------------------------------------------------------------
Represented by Beverly Weiss Manne of the Pittsburgh firm of
Tucker Arensburg, and by Elizabeth J. Futrell and Robert T.
Lemon of the New Orleans firm of Jones Walker Waechter Poitevent
Carrere & Denegre, Electro-Coal Transfer Corporation, joined by
Mid-South Towing Company, affiliates of TECO Transport
Corporation, bring a Motion asking Judge Bodoh to award them the
status of administrative claimants and order their claims paid
by Wheeling-Pittsburgh Steel Corp.  These claims are said to
have been incurred in connection with transportation and
stevedoring services rendered by TECO Transport.

Since at least 1999, WPSC has purchased iron ore pellets from
Itabira Rio Doce Company, Ltd., a Brazilian company.  ITACO
ships these iron ore pellets, used by WPSC in its manufacturing
process, to Louisiana in vessels that ITACO either owns or
charters.

Before the Petition Date, Electro-Coal provided stevedoring
services to WPSC with respect to the vessels.  This included
both (i) unloading the iron ore pellets from ITACO's vessels as
they arrived in Louisiana, and (ii) reloading the cargoes onto
barges that Mid-South owned or chartered for the purpose of
transporting iron ore cargoes for WPSC. Mid-South, in turn,
provided transportation services for the iron ore
pellets, transporting the iron ore cargoes by barge to the port
or ports designated by WPSC.

                     The Prepetition Contract

TECO Transport was WPSC's exclusive provider of these
stevedoring and barge transportation services relative to the
iron ore pellets.  Prior to the Petition Date, Electro-Coal and
Mid-South operated under a contract with WPSC.  The term of this
contract was from December 1, 2000 through December 31, 2001.

Because WPSC was not satisfied with the pricing on this
prepetition contract, WPSC began negotiating a new contract with
TECO even before the Petition Date, but these negotiations were
not completed prior to this filing.  On the Petition Date, WPSC
was in substantial arrears on payments due under this contract,
and TECO has filed an unsecured, prepetition claim for $1.4
million.

                       The Postpetition Work

>From the Petition Date through approximately July 2001, TECO
Transport continued to be WPSC's exclusive provider of
stevedoring and transport services relative to the iron ore
pellets purchased by WPSC.  Within weeks of othe Petition Date,
WPSC renews negotiations under which TECO Transport would
provide stevedoring and barge transport services in the future.  
TECO Transport pronounces itself extremely reluctant to
continue its relationship with WPSC, or to agree to a new
contract that was less favorable to TECO Transport.  This
reluctance was caused, in part, by TECO Transport's fear that it
would be left with a large administrative claim against an
estate that could become administratively insolvent.  [Editor's
Note:  TECO Transport is a member of the Official Committee of
Unsecured Trade Creditors.]  This reluctance was exacerbated by
TECO's prepetition claim.

                        The Promises

One of the key elements in the negotiations was WPSC's
insistence that in 2001 it would need TECO Transport to handle
3.1 million metric tons of iron ore.  In the year 2000, by
comparison, TECO Transport only handled approximately 1.2
million metric tons of iron ore for WPSC.  By promising TECO
Transport a substantial increase in volume, WPSC was able to
convince TECO Transport to continue to perform the barge and
stevedoring services and to perform those services under terms
more economically advantageous to WPSC.

Because of the large volume of iron ore pellets in 2001,
Electro-Coal and Mid-South had to know, with some degree of
certainty, the minimum and maximum anticipated iron ore
shipments that WPSC expected to receive from ITACO in any given
time period.  Otherwise Electro-Coal could not ensure that it
would have sufficient stevedores available to unload the vessels
and reload the cargo onto barges.  Similarly, without some
degree of certainty, Mid-South could not ensure that it would
have a sufficient number of barges, either owned or chartered,
available to transport the iron ore pellets to meet WPSC's
extraordinary needs and expectations.

Accordingly, WPSC and TECO Transport agreed that:

       (a) The 3.1 million metric tons of iron ore pellets would
be delivered to TECO Transport ratably over 2001, and

       (b) WPSC would not cancel any forecasted vessel without
giving notice to TECO Transport at least 55 days from the
vessel's estimated time of arrival.  These are called
"deadfreight" provisions. The deadfreight provisions were orally
agreed upon.  Under general maritime law, it is said by these
parties to be well-settled that deadfreight clauses act as a
liquidated damages clause rather than a penalty.  Deadfreight,
in this context, means the difference between the promised load
and the actual load.

The ETA for the vessels was based on a schedule provided by WPSC
to TECO Transport on December 25, 2000.  From time to time this
schedule would be modified by subsequent schedules issued by
WPSC.

           The Debtor's Postpetition Contract Motion

Beginning effective January 1, 2001, TECO Transport provided
postpetition stevedoring and barge transport services under
these terms and conditions and the schedules.  In May, TECO
reminds Judge Bodoh that he entered an Order approving these
agreements.  However, after its Motion was set for hearing, TECO
learned for the first time that WPSC proposed to enter into
contracts with International Marine Terminal Partnership to
provide iron ore stevedoring services, and with Ingram Barge
Company to provide iron ore transportation services that, until
that time, were exclusively provided by Mid-South.  TECO filed
an objection to these Motions in large part based on the actual
incidental and consequential damages it would suffer if WPSC's
iron ore Motion was granted.  Of immediate concern was the four
vessels that, until WPSC's Motion, TECO Transport was prepared
to handle in the following weeks.  Just 4 days before the WPSC
Motion was filed, WPSC had sent TECO Transport a revised 2001
schedule showing those four vessels were due to arrive at TECO
Transport's facilities within weeks.

Faced with the significant losses that would arise from WPSC's
last-minute cancellations of these four vessels, TECO Transport
reluctantly agreed to withdraw its objection so long as TECO
Transport, rather than Ingram and IMT, could provide stevedoring
and barge transport services with respect to these four vessels.  
In this way, TECO could mitigate at least some of its future
damages.

At WPSC insistence, TECO had to waive its substantial remaining
claims for future incidental and consequential damages caused by
the WPSC Motion and the agreements with Ingram and IMT; but TECO
reserved its rights to assert any administrative expense claims
with respect to barge shipments and/or stevedoring services that
were scheduled to take place before May 25, 2001.  Similarly,
WPSC reserved its right to contest TECO Transport's
administrative expense claims.  Through this Motion, TECO now
asserts its administrative claims in the amount of $1,373,001
for charges WPSC incurred during the period after the Petition
Date and before May 25, 2001. (Wheeling-Pittsburgh Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
609/392-0900)  


WINSTAR COMMS: Talking with IDT to Sell All Assets for $38MM
------------------------------------------------------------
DebtTraders analysts Daniel Fan and Blythe Berselli report that
Winstar Communications is in talks with IDT to sell
substantially all of its assets to IDT for $38 million in cash
or $30 million in cash and $12.5 million in IDT stock.

According to the report, after a $100 million offer to buy the
Company fell through, Winstar said that it would need to fire
1,000 workers and begin liquidating its business immediately.
However, the Company was ordered to continue operations by a
federal bankruptcy judge after the Federal Communications
Commission banned Winstar from discounting services to its
subscribers without 30 days prior notice. The Company currently
does not have sufficient funds to pay employee and
administrative expenses. The Winstar Communications 12.5% Bond
due '08 was last quoted at a price of 0.750, DebtTraders says.

According to DebtTraders, Winstar Communications' 12.500% bond
due 2008 (WINSTAR) trades between 0.50 and 1.00. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WINSTARfor  
real-time bond pricing.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity   Bid - Ask Weekly change
------               ------   --------   --------- -------------
Crown Cork & Seal     7.125%  due 2002    67 - 69        +7
Federal-Mogul         7.5%    due 2004    12 - 14         0
Finova Group          7.5%    due 2009    38 - 39        +2
Freeport-McMoran      7.5%    due 2006    71 - 74         0
Global Crossing Hldgs 9.5%    due 2009     8 - 10        -1
Globalstar            11.375% due 2004     7 - 9       -0.5
Levi Strauss & Co     11.625% due 2008    88 - 90        +1
Lucent Technologies   6.45%   due 2029    66 - 68        -5
Polaroid Corporation  6.75%   due 2002     9 - 11         0
Terra Industries      10.5%   due 2005    77 - 80         0
Westpoint Stevens     7.875%  due 2005    33 - 36        +1
Xerox Corporation     8.0%    due 2027    55 - 57         0

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

                          *********

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

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

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

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

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

                          *********

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

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

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

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

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

                     *** End of Transmission ***