TCR_Public/011224.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 24, 2001, Vol. 5, No. 250

                           Headlines

360NETWORKS: US Court Extends Cash Collateral Order to July 1
360NETWORKS: CCAA Protection in Canada Extended for 6 Months
ANC RENTAL: Brings In Weil Gotshal as Structured Finance Counsel
ADAPTIVE BROADBAND: Changing Name to AB Liquidating Corporation
ALGOMA STEEL: Court Approves Plan of Arrangement in Canada

ALPNET INC: Arctic Offers to Acquire All Shares for $6.8 Million
AMES DEPARTMENT: Intends to Reject Sylvania Lighting Agreement
BETHLEHEM STEEL: Court Extends Lease Decision Period to Sept. 16
BURLINGTON INDUSTRIES: Seeks Okay of Logan & Co. as Claims Agent
BURNHAM PACIFIC: Sells 8 Properties to Montgomery/Apollo Venture

CELLPOINT INC: Reaches Deal to Settle Dispute with Castle Creek
CHIQUITA BRANDS: Seeks Okay of BMC's Engagement as Claims Agent
COSERV TELECOM: Gets Commitment to Access $5.4M of DIP Financing
COVAD COMMS: Exits from Bankruptcy & Closes Funding from SBC
CYBERCASH INC: Will Be Paying Initial Liquidating Dividend Today

DESA INT'L: Liquidity Concerns Prompt S&P to Junk Ratings
DIALPAD COMMS: Files for Chapter 11 Reorganization in California
ENRON CORP: Will Be Honoring Prepetition Employee Obligations
EUPHONIX INC: Dismisses PricewaterhouseCoopers as Accountants
GSI GROUP: Strained Liquidity Spurs S&P to Junk Ratings

GLOBAL CROSSING: S&P Junks Ratings Citing Liquidity Concerns
GLOBAL TECHNOVATIONS: Onkyo Unit Files Chapter 11 Petition in MI
GRAY COMMS: S&P Rates Proposed Senior Subordinated Notes at B-
GREATE BAY: Resolves $63.5MM Indebtedness With Hollywood Casino
HAYES LEMMERZ: Retains Skadden Arps as Chapter 11 Case Counsel

HORIZON PCS: Working Capital Shrinks to $24MM At September 30
IPC ACQUISITION: S&P Assigns B+ Corporate Credit Rating
INTEGRATED HEALTH: IHS Ballard Wants to Reject Lease in WA
INTERNET ADVISORY: Will Effect Reverse Stock Split Under Plan
JACKSON PRODUCTS: S&P Junks Ratings Over Weak Financial Results

LTV CORP: Court Confirms Pension Eligibility for 4,800 Workers
MARINER POST-ACUTE: Health Gets OK of 13th Amended DIP Financing
METALS USA: Continues to Employ Arthur Andersen as Accountants
PACIFIC GAS: Wants Approval of Proposed Claim Objection Protocol
POLAROID CORP: Plans to Sell Cambridge Property for $40 Million

RADIOLOGIX: S&P Revises Outlook After Sale of $160M Senior Notes
SL INDUSTRIES: Bank Lenders Agree to Restructure Revolver
SHEFFIELD STEEL: Employing Altman as Consultants and Advisors
SWAN TRANSPORTATION: Case Summary & Largest Unsecured Creditors
UNISYS CORP: S&P Assigns BB+ Ratings on Senior Unsecured Notes

VSOURCE INC: Restructures Key Management to Set New Direction
VANGUARD AIRLINES: Files Revised Application for Loan Guarantees
WARNACO: Court Approves Rejection of Fruit of the Loom Agreement
WEBVAN GROUP: Wants Lease Decision Period Extended to January 9
WHEELING-PITTSBURGH: Court Okays GRC to Sell Brook County Assets

WINSTAR COMMS: IDT Corporation Takes Over Operating Assets

* BOND PRICING: For the week of December 24 - 28, 2001

                           *********

360NETWORKS: US Court Extends Cash Collateral Order to July 1
-------------------------------------------------------------
360networks, inc., says the U.S. Bankruptcy Court for the
Southern District of New York has approved the six-month
extension of a cash collateral order.  This decision allows the
company to continue operating in the United States through
July 1, 2002.

The extension of the order was also supported by the company's
bank lenders and unsecured creditors' committee.

"This is a very positive development," said Greg Maffei,
president and chief executive officer of 360networks. "The
approval by our creditors demonstrates their confidence in our
efforts to reduce costs and manage our business during this
restructuring period."

360networks continues to explore all reorganization options,
including a potential acquisition or strategic investment as
well as a stand-alone business plan that would require no
additional investment. The company plans to make a
recommendation to its key creditors early next year.

A hearing is scheduled to take place in the Supreme Court of
British Columbia on December 21 to review the six-month
extension of an order providing 360networks protection under the
Companies' Creditors Arrangement Act (CCAA).

Based on creditor support in the United States hearing and the
support of the Canadian court monitor, 360networks expects the
Canadian court to approve the extension of the CCAA order.

360networks offers optical network services to
telecommunications and data communications companies in North
America. The company's optical mesh fiber network spans
approximately 36,000 kilometers (22,000 miles) in the United
States and Canada.

On June 28, 2001, the company and several of its operating
subsidiaries voluntarily filed for protection under the
Companies' Creditors Arrangement Act (CCAA) in the Supreme Court
of British Columbia. Concurrently, the company's principal U.S.
subsidiary, 360networks (USA) inc., and 22 of its affiliates
voluntarily filed for protection under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York. In October 2001, four operating
subsidiaries that are part of the 360atlantic group of companies
also voluntarily filed for protection in Canada. Insolvency
proceedings for several subsidiaries of the company have been
instituted in Europe and Asia.


360NETWORKS: CCAA Protection in Canada Extended for 6 Months
------------------------------------------------------------
360networks, inc., announced that the Supreme Court of British
Columbia has extended to July 2, 2002 the order providing the
company protection under Canada's Companies' Creditors
Arrangement Act (CCAA) and time to file a plan of
reorganization.

The extension of the order was supported by the Canadian court-
appointed Monitor and the company's bank lenders.

"This is another encouraging step in our restructuring process,"
said Greg Maffei, president and chief executive officer of
360networks. "This extension, along with a similar extension in
the U.S., allows us to continue operating in North America and
provides us sufficient time to explore all reorganization
options."

On December 19, the United States Bankruptcy Court approved the
six-month extension of a cash collateral order, which allows the
company to operate in the United States through July 1, 2002.

360networks offers optical network services to
telecommunications and data communications companies in North
America. The company's optical mesh fiber network spans
approximately 36,000 kilometers (22,000 miles) in the United
States and Canada.

On June 28, 2001, the company and several of its operating
subsidiaries voluntarily filed for protection under the
Companies' Creditors Arrangement Act (CCAA) in the Supreme Court
of British Columbia. Concurrently, the company's principal U.S.
subsidiary, 360networks (USA) inc., and 22 of its affiliates
voluntarily filed for protection under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York. In October 2001, four operating
subsidiaries that are part of the 360atlantic group of companies
also voluntarily filed for protection in Canada. Insolvency
proceedings for several subsidiaries of the company have been
instituted in Europe and Asia.

For more information about 360networks, visit http://www.360.net


ANC RENTAL: Brings In Weil Gotshal as Structured Finance Counsel
----------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates seeks the
Court's authority to retain and employ Weil Gotshal & Manges LLP
as their special structured finance counsel for the Debtors,
nunc pro tunc to November 13, 2001.

Wayne Moor, the Debtors' Senior Vice President and Chief Finance
Officer, informs the Court that the Debtors have selected Weil
Gotshal as their special structured finance counsel in order to
save the significant cost and time that would be required for
new attorneys to become familiar with and educated about the
variety of complex corporate matters, including Fleet Financing
Program, that Weil Gotshal has regularly handled for the Debtors
for years. Accordingly, the Debtors submit that Weil Gotshal is
both well qualified and uniquely able to represent them as
special structured finance counsel during the pendency of the
chapter 11 cases in a most efficient and timely manner.

Mr. Moor relates that for nearly the past 3 years, Weil Gotshal
has acted as the Debtors' counsel with respect to the
establishment and ongoing expansion of the Debtors' multibillion
dollar structured fleet financing program. Specifically, Weil
Gotshal advised the Debtors in connection with the negotiation,
documentation and closing of numerous financing transactions
effected under the Fleet Financing Program and the rendering of
opinions required in connection therewith and provided general
advice to the Debtors concerning the relationship between the
Fleet Financing Program and the Debtors' general corporate
financings. Such transactions include issuances of medium term
and auction rate notes, the establishment of a single seller
commercial paper program, and the establishment of several
variable-funding facilities accessing the bank multi-seller
commercial paper market.

Mr. Moor submits that Weil Gotshal advised the Debtors with
respect to ongoing compliance under the Fleet Financing Program,
and negotiated on the Debtors' behalf with all other parties
involved in the Debtors' financings, including rating agencies,
investors, letter of credit providers and monoline insurers
providing credit enhancement in connection therewith, trustees,
collateral agents, underwriters, dealers, placement agents,
banks providing liquidity to support commercial paper notes and
the Debtors' other professionals. As a result of its prior
representations of the Debtors, Mr. Moor contends that Weil
Gotshal has become very familiar with the Debtors' senior
management, overall operations and corporate structure. Weil
Gotshal is therefore uniquely qualified to assist the Debtors as
special structured finance counsel with respect to the various
matters described herein.

Specifically, Weil Gotshal will assist by:

A. Advising the Debtors and assisting General Bankruptcy Counsel
    in connection with the Fleet Financing Program;

B. Advising the Debtors in connection with post-Commencement
    Date corporate finance matters, including additional
    structured fleet financing;

C. Attending meetings and participating in negotiations with
    respect to the above matters;

D. Appearing before this Court, any state, district or appellate
    courts, and the U.S. Trustee with respect to the matters
    referred to above; and

E. Performing all other necessary legal services and providing
    all other necessary legal advice to the Debtor in
    connection with the matters referred to above.

Frank P. Nocco, Esq., a Weil Gotshal member, assures the Court
that direct involvement on behalf of the Debtors in the
negotiation of the financial restructuring of the Debtors will
be minimal, with General Bankruptcy Counsel representing the
Debtors in such matters. Weil Gotshal will not be involved in
claims processing or the negotiation, formulation and
confirmation of the Debtors' plan of reorganization. Mr. Nocco
adds that Weil Gotshal may however assist General Bankruptcy
Counsel in connection with any corporate transactions, including
the Fleet Financing Program or any modifications thereto,
contemplated by any plan of reorganization. Thus, Weil Gotshal
will not be dealing directly with the claims or interests of the
entities with which it has connections, and therefore, is
qualified to represent the Debtors as special structured finance
counsel.

Mr. Nocco submits the Firm intends to apply for compensation for
professional services rendered at its customary hourly rates and
for reimbursement of expenses. The Firm's current customary
rates are:

       Members and Counsel          $375-$700
       Associates                   $200-$410
       Paraprofessionals            $ 50-$175

During 2001, Mr. Nocco informs the Court that Weil Gotshal
received from the Debtors an aggregate of approximately
$1,204,165 for professional services performed relating to Fleet
Financing Program, and an aggregate of approximately $84,359.62
for reimbursement of related expenses. Weil Gotshal has also
received, as advance payment for services to be performed as the
Debtors' special structured finance counsel, the sum of
$122,765.73, which will be applied to such allowances of
compensation and reimbursement of expenses as may be granted by
the Court.

Mr. Nocco contends that the partners, counsel and associates of
Weil Gotshal do not have any connection with the Debtors, their
creditors, or any other party in interest, or their respective
attorneys and accountants, the United States Trustee, or any
person employed in the office of the United States Trustee. In
addition, Weil Gotshal does not hold or represent any interest
adverse to the Debtors or its estate with respect to the matters
on which it is being employed. In matters unrelated to the
Debtors, Weil Gotshal may in the past represented, currently
represent and in the future may represent Bank of Montreal, Bank
of New York, Chase Manhattan, Citibank, Credit Suisse First
Boston, Deutsche Bank, First Union National Bank, Fleet Bank,
General Motors, Lehman Brothers, Natwest, Summit Bank, AIG,
Arthur Andersen LLP, American Arbitration Association, American
Express, The Walt Disney World Company, West LB, American
Broadcasting Company, Delta Airlines Inc., American Airlines,
Hewlett-Packard, Electronic Data Systems, Southwest Airlines
Inc., MBIA, United Airlines and Continental Airlines. (ANC
Rental Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ADAPTIVE BROADBAND: Changing Name to AB Liquidating Corporation
---------------------------------------------------------------
On November 27, 2001, the U.S. Bankruptcy Court, Northern
District of California, San Jose Division entered an Order
Authorizing Change of Debtor's Name and Caption. Accordingly, on
November 28, 2001, pursuant to such order, Adaptive Broadband
Corporation filed a Certificate of Amendment with the Delaware
Secretary of State changing its corporate name to AB Liquidating
Corp.


ALGOMA STEEL: Court Approves Plan of Arrangement in Canada
----------------------------------------------------------
Algoma Steel Inc. (TSE: ALG) announced that its third amended
and restated plan of arrangement and reorganization has been
sanctioned and approved by the Ontario Superior Court of
Justice.

Chief Justice Lesage reviewed the proceedings under the
Companies' Creditors Arrangement Act, including the approval of
the Plan by five classes of creditors, and determined that the
Plan is fair, reasonable and in the best interests of the
affected creditors and Algoma.

The protection of Algoma under the CCAA was extended until
January 11, 2002.  The earliest date for implementation of the
transactions under the Plan is January 10, 2002.

Chief Justice Lesage heard the motion at the request of Mr.
Justice Farley, who did not think it appropriate to sit in view
of his role as facilitator at a critical meeting of key
stakeholders.

Algoma Steel Inc., based in Sault Ste. Marie, Ontario, is
Canada's third largest integrated steel producer.  Revenues are
derived primarily from the manufacture and sale of rolled steel
products, including hot and cold rolled sheet and plate.

DebtTraders reports that Algoma Steel Inc.'s 12.275% bonds due
2005 (ALGOMA) are trading between 24 and 26. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=ALGOMA for
real-time bond pricing.


ALPNET INC: Arctic Offers to Acquire All Shares for $6.8 Million
----------------------------------------------------------------
A Tender Offer Statement has been filed with the SEC relating to
the offer by Arctic Inc., a Utah corporation, and a wholly owned
subsidiary of SDL plc, a company organized under the laws of
England and Wales ("Parent"), to purchase all the outstanding
common shares, no par value, of ALPNET, Inc., a Utah
corporation, at a purchase price of $0.21 per share, net to the
seller in cash, without interest, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated December
13, 2001, and in the related Letter of Transmittal,
respectively.

Calculation assumes the purchase of 32,519,558 common shares, no
par value, at the tender offer price of $0.21 per common share,
resulting in a total transaction purchase amount of
$6,829,108.

If completed, the sale will be part of the company's efforts to
ease and remedy its strained liquidity. As of September 30,
2001, balance sheet, the company's total current liabilities
exceeded its total current assets by over $4 million.

ALPNET is one of the world's largest, publicly-owned, dedicated
providers of complete multilingual information management
solutions, with a worldwide network of offices and resources. A
pioneer in its industry, ALPNET helps corporations deploy into
international markets faster and more efficiently, through
intelligent use and reuse of multilingual informational assets.
ALPNET offers an extensive range of services, based on
innovative, proven technologies, including strategic InfoCycle
consulting, as well as Web, software and document localization
and publishing, in all business languages and formats.


AMES DEPARTMENT: Intends to Reject Sylvania Lighting Agreement
--------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates seek
entry of an order approving the rejection of the Debtors'
Lighting Services Agreement T-12 Relamp and Maintenance with
Sylvania Lighting Services.

Richard P. Krasnow, Esq., at Weil Gotshal & Manges LLP in New
York, relates that the Debtors have been dissatisfied with
Sylvania's recent performance under the Agreement. Moreover, the
Agreement provides for termination payments to be made upon the
closing of any stores included under the Agreement. Accordingly,
the Debtors seek to reject the Agreement so they can procure the
services of another lighting maintenance provider and avoid the
burdensome termination fees required under the Agreement.

Mr. Krasnow informs the Court that the Agreement, dated June 23,
2000, provides that Sylvania will replace specified light bulbs
in certain of the Debtors' stores covered under the Agreement
and provide related maintenance services during the course of
the 36-month term of the Agreement. The Agreement provides for
the payment of a monthly charge that is determined based on the
number of light bulbs contained in each of the Stores, which
currently, is approximate $112,000 per month.

Mr. Krasnow submits that since the commencement of these cases,
the Debtors have closed in excess of 80 stores, and have
recently announced the closing of sixteen additional stores. As
a result, Sylvania has demanded termination payments pursuant to
section 5 of the Agreement, which sets forth the following
formula for calculating termination payments: the present value
of the unpaid payments owed under the Agreement using a discount
rate of 9% per annum, plus any unpaid other charges.
Accordingly, because certain of the Stores covered under the
Agreement have been, or will be, closed, Mr. Krasnow believes
that the Debtors likely would have substantial liability for
termination payments under the Agreement if the Agreement were
to be assumed. Upon information and belief, Sylvania has
assigned certain of its rights under the Agreement to Verizon
Credit, Inc.

Mr. Krasnow contends that it is crucial to the Debtors'
retailing success that their stores be presentable and project a
welcoming image to customers shopping there. A key component of
this effort is ensuring that the Debtors' stores are well lit in
a manner that appropriately highlights the merchandise displayed
in the stores. Mr. Krasnow points out that the manner in which
Sylvania has performed its obligations under the Agreement since
the commencement of these cases has deleteriously affected the
appearance of the Stores. Consequently, the Debtors seek to
reject the Agreement and procure the services of an alternate
provider. (AMES Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


BETHLEHEM STEEL: Court Extends Lease Decision Period to Sept. 16
----------------------------------------------------------------
The Court extends the date by which Bethlehem Steel Corporation,
and its debtor-affiliates must assume or reject the Unexpired
Leases to the earlier of:

   (a) September 16, 2002, and

   (b) the date on which an order is entered confirming a chapter
       11 plan in these cases, without prejudice to:

       (x) their right to seek a further extension, after notice
           and a hearing, with respect to particular Unexpired
           Leases, and

       (y) the right of any lessor to request that the extension
           be shortened with respect to a particular Unexpired
           Lease. (Bethlehem Bankruptcy News, Issue No. 7;
           Bankruptcy Creditors' Service, Inc., 609/392-0900)


BURLINGTON INDUSTRIES: Seeks Okay of Logan & Co. as Claims Agent
----------------------------------------------------------------
Recognizing that the large number of creditors and other parties
in interest involved in the chapter 11 cases of Burlington
Industries, Inc., and its debtor affiliates may impose heavy
administrative and other burdens upon the Court and the Office
of the Clerk of the Court, Judge Walsh, upon the Debtors'
request, appoints Logan & Company, Inc. as claims processing and
noticing agent in these chapter 11 cases.

Logan is a data processing firm that specializes in claims
processing, noticing and other administrative tasks in chapter
11 cases, Carl E. Black, Esq., at Jones, Day, Reavis & Pogue, in
Cleveland, Ohio, narrates.  The Debtors have engaged Logan to
transmit certain designated notices and to maintain claims files
and claims registers and assist the Debtors with administrative
functions related to any plan of reorganization.

Under the agreement with Logan, Mr. Black relates, Logan will
perform these services at the requests of the Debtors or the
Clerk's Office:

     (a) prepare and serve required noticed in these chapter 11
         cases, including:

            (i) notice of the commencement of these chapter 11
                cases and the initial meeting of creditors under
                section 341(a) of the Bankruptcy Code;

           (ii) notice of the claims bar date;

          (iii) notice of objections to claims;

           (iv) notice of any hearings on a disclosure statement
                and confirmation of a plan of reorganization; and

            (v) such other miscellaneous notices as the Debtors
                or the Court may deem necessary or appropriate
                for an orderly administration of these chapter 11
                cases;

     (b) within 5 days after the mailing of a particular notice,
         file with the Clerk's Office a certificate or affidavit
         of service that includes:

            (i) a copy of the notice served,

           (ii) an alphabetical list of persons upon whom the
                notice was served, and

          (iii) the date and manner of service;

     (c) maintain copies of all proofs of claim and proofs of
         interest filed in these cases;

     (d) maintain official claims registers in these cases by
         docketing all proofs of claim and proofs of interest in
         a claims database that includes the following
         information for each claim or interest asserted:

            (i) the name and address of the claimant or interest
                holder and any agent thereof, if the proof of
                claim or proof of interest was filed by an agent;

           (ii) the date the proof of claim or proof of interest
                was received by Logan and, if applicable, the
                Court;

          (iii) the claim number assigned to the proof of claim
                or proof of interest;

           (iv) the asserted amount and classification of the
                claim; and

            (v) the applicable Debtors against which the claim or
                interest is asserted;

     (e) implement necessary security measures to ensure the
         completeness and integrity of the claims registers;

     (f) transmit to the Clerk's Office a copy of the claims
         registers on a weekly basis, unless requested by the
         Clerk's Office on a more or less frequent basis;

     (g) maintain an up-to-date mailing list for all entities
         that have filed proofs of claim or proofs of interest in
         these cases and make the list available upon requests to
         the Clerk's Office or at the expense of any party in
         interest;

     (h) provide access to the public for examination of copies
         of the proofs of claim or proofs of interest filed in
         these cases without charge during regular business
         hours;

     (i) record all transfers of claims and provide notice of
         such transfers to the extent required;

     (j) provide temporary employees to process claims, as
         necessary;

     (k) promptly comply with such further conditions and
         requirements as the Clerk's Office or the Court may at
         any time prescribe; and

     (l) provide such other claims processing, noticing and
         related administrative services as may be requested from
         time to time by the Debtors.

In addition, Logan will assist the Debtors with:

     (1) the preparation of their schedules of assets and
         liabilities, statements of financial affairs and master
         creditor lists and any amendments thereto;

     (2) the reconciliation and resolution of claims;

     (3) the preparation, marking and tabulation of ballots and
         other related services for the purpose of voting to
         accept or reject a plan or plans of reorganization; and

     (4) technical support in connection with the foregoing.

Mr. Black outlines Logan's fee schedule for consulting services:

         Principal (Kate Logan)              $250 per hour
         Account Executive Support            165 per hour
         Court Depositions (if required)      200 per hour
         Statement & Schedule Preparation     200 per hour
         Programming Support                  100 per hour
         Project Coordinator                  105 per hour
         Data Entry                            55 per hour
         Clerical                              35 per hour

Furthermore, Mr. Black tells the Court that Logan will also the
charge the Debtors various amounts for set-up fees, monthly data
storage, standard court notices, standard court reporting,
internal reconciliation reporting, claims docketing and other
services.  All travel, lodging, courier and other expenses
incurred on behalf of Logan for the Debtors' benefit are
reimbursable at cost, Mr. Black adds.

Logan represents that:

   (A) Logan will not consider itself employed by the United
       States government and will not seek any compensation from
       the United States government in its capacity as the Claims
       and Noticing Agent in these chapter 11 cases;

   (B) by accepting employment in these chapter 11 cases, Logan
       waives any rights to receive compensation from the United
       States government;

   (C) in its capacity as the Claims and Noticing Agent in these
       chapter 11 cases, Logan will not be an agent of the United
       States government and will not act on behalf of the United
       States government; and

   (D) Logan will not employ any past or present employees of the
       Debtors in connection with its work as the Claims and
       Noticing Agent in these chapter 11 cases. (Burlington
       Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


BURNHAM PACIFIC: Sells 8 Properties to Montgomery/Apollo Venture
----------------------------------------------------------------
Burnham Pacific Properties, Inc., (NYSE: BPP) closed on the sale
of eight properties to a joint venture led by affiliates of P.
O'B. Montgomery & Company and Apollo Real Estate Advisors
(pursuant to their joint venture known as Pacific Retail, L.P.)
for an aggregate purchase price of approximately $91.8 million
in cash.  This sale represents the first eight properties of a
portfolio of fifteen properties targeted for sale under a
previously announced Purchase and Sale Agreement, as amended,
with Pacific Retail, L.P., with the remaining seven properties
having an aggregate purchase price of approximately $57.7
million.  The eight properties total approximately 781,000
square feet of gross leaseable area and include Cruces Norte in
Las Cruces, New Mexico; Silver Plaza in Silver City, New Mexico;
Park Manor in Bellingham, Washington; Farmington Village in
Aloha, Oregon; Greentree Plaza in Everett, Washington; Fremont
Hub in Fremont, California; Plaza De Monterey in Palm Desert,
California; and Mission Plaza in Cathedral City, California.
The sale of the remaining seven properties will close if and
when the necessary applicable ground lessor and lender approvals
are received.

In addition, the Company announced that it had closed on the
sale of its 25% ownership interest in the Ladera shopping center
in Los Angeles, California, for approximately $2.0 million in
cash.

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

Wachovia Securities served as financial advisor and placement
agent for the joint venture led by affiliates of P. O'B.
Montgomery & Company and Apollo Real Estate Advisors.  P. O'B.
Montgomery & Company, based in Dallas, Texas, is an owner,
operator and developer of neighborhood and community shopping
centers, currently owning and operating approximately 2.5
million square feet of shopping centers.  Apollo Real Estate
Advisors is a real estate investment firm with extensive
experience in all facets of real estate ownership, development
and management.  Since its inception in 1993, Apollo through its
real estate investment funds has invested over $3.7 billion of
equity in over 190 transactions with an aggregate purchase price
of $9.5 billion.  P. O'B. Montgomery and Apollo currently
jointly own and operate 18 shopping centers.


CELLPOINT INC: Reaches Deal to Settle Dispute with Castle Creek
---------------------------------------------------------------
CellPoint Inc. (NASDAQ:CLPT), a global provider of mobile
location software technology and platforms, announced that an
agreement has been negotiated with Castle Creek regarding
settlement of the pending lawsuit filed by Castle Creek
Technology Partners on November 8, 2001.

Castle Creek had claimed that CellPoint was in breach of certain
provisions of the agreements in place, an interpretation that
CellPoint did not agree with. The parties have now agreed to
amend the existing agreements in several areas. Upon signing the
new contract, the parties have agreed that CellPoint is not
currently in default of any agreement or instrument with Castle
Creek.

"We negotiated this new agreement together with our investment
bankers Gerard Klauer Mattison," said Peter Henricsson, Chairman
and CEO. "With this settlement in place, CellPoint continues to
execute on its business plan and work with GKM and KCSA
Worldwide in sourcing strategic partners and strategic
investors." Several other matters were resolved in the new
agreement. Castle Creek was issued 210,526 warrants at $11.40
per share per the December 2000 agreements which carried
standard anti-dilution provisions for a price reset in the event
CellPoint raised funds below $11.40 per share. Castle Creek and
CellPoint agreed to the calculation whereby the anti-dilution
provisions result in the exercise price being changed to $7.75.
Those warrants are exercisable until December 6, 2005. The
500,000 warrants issued in the July agreement carried anti-
dilution provisions on both pricing and quantity. Those 500,000
warrants will be increased to 1.5 million warrants exercisable
at $1.20 per share.

The matter of the expanded anti-dilution provisions and other
provisions in prior agreements with Castle Creek are being
pursued by the Company with a claim against its former legal
counsel. Half of the 1.5 million warrants will be exercisable
from now until July 2005 and the other half from July 2002 until
July 2005. If CellPoint does a dilutive financing at prices
below the exercise price of the warrants, the exercise price of
the warrants may be adjusted downward but there will be no
further adjustments in the number of warrants for Castle Creek.

In addition, the new agreement includes CellPoint continuing to
pay down the outstanding notes. CellPoint will allocate 25% of
the funds raised over the next 10 months to paying down the
notes and agrees to pay down a minimum of $200,000 by January
31, 2002 and an additional $550,000 by February 28, 2002.
Subject to these payments being made on a timely basis, and
CellPoint being otherwise in compliance with its agreements with
Castle Creek, the lawsuit will be dismissed. The convertible
notes were originally due to be paid back in September 2002.
Under the existing agreements, the remaining notes are now
scheduled to be retired at the latest on October 1, 2002 for
$6.1 million (less any prepayments prior to that date) plus
accrued interest CellPoint will file Form 8-K with the SEC
within three days and will then post the 8-K on CellPoint's
website.

CellPoint Inc. (Nasdaq and Stockholmsborsen: CLPT) is a leading
global provider of location determination technology, carrier-
class middleware and applications enabling mobile network
operators rapid deployment of revenue generating location-based
services for consumer and business users and to address mobile
E911/E112 security requirements.

CellPoint's two core products, Mobile Location Server (MLS) and
Mobile Location Broker (MLB), provide an open standard platform
adapted for multi-vendor networks with secure integration of
third-party applications and content. CellPoint's entry-level
location platform handles over 500,000 location requests per
hour and has a seamless migration path to GPRS and 3G.

CellPoint's early entry and experience with European mobile
operators has allowed the development of products and features
that address key requirements such as active and idle mode
positioning, international roaming, multiple location
determination technologies and consumer privacy . CellPoint is a
global company headquartered in Kista, Sweden. For more
information, please visit http://www.cellpoint.com

CellPoint and CellPoint Systems are trademarks of CellPoint Inc.
Forward-looking statements in this release are made pursuant to
the safe harbor provisions of the Private Securities Litigation
Act of 1995. Actual results may differ materially from those
projected in any forward-looking statement. Investors are
cautioned that such forward-looking statements involve risk and
uncertainties, which may cause actual results to differ from
those described.


CHIQUITA BRANDS: Seeks Okay of BMC's Engagement as Claims Agent
---------------------------------------------------------------
Chiquita Brands International, Inc., and its debtor-affiliates
seeks Judge Aug's authorization to retain Bankruptcy Management
Corporation as claims & notice agent.

Tinamarie Feil, an officer of Bankruptcy Management Corporation,
tells the Court that company has performed notification and
claims administration services in more than 100 bankruptcy
cases, including Harnischfeger Industries, Inc., et al., Webvan
Group, et al. and Etoys, Inc.

The Debtor will pay Bankruptcy Management's fees and expenses
upon the submission of monthly invoices summarizing, in
reasonable detail, the services for which compensation is
sought.

Ms. Feil states, "To the best of my knowledge and belief,
neither I nor Bankruptcy Management holds or represents any
interest adverse to the Debtor's estate."  Bankruptcy Management
will not represent any other entity in connection with this
chapter 11 case, Ms. Feil adds.  Thus, Ms. Feil assures the
Court that Bankruptcy Management is a "disinterested person"
within the meaning of section 101(14) of the Bankruptcy Code.
(Chiquita Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


COSERV TELECOM: Gets Commitment to Access $5.4M of DIP Financing
----------------------------------------------------------------
CoServ Telecom Holdings, L.P., secured a Debtor-in-Possession
(DIP) financing commitment for $5.4 million from the National
Rural Utilities Cooperative Finance Corporation to provide
liquidity during the reorganization of its telephone and cable
companies. CoServ filed for Chapter 11 reorganization protection
for these affiliated companies on November 30, 2001 while it
seeks a buyer.

"The DIP financing provides the resources for our operational
needs and post-petition commitments to vendors during the
reorganization process," said Jim Chism, Division President of
CoServ Communications. "This financing is therefore an important
part of providing our telephone and cable customers with
continued high levels of service during this time and will
facilitate meeting our payment obligations to our vendors."

Further information on CoServ's telephone and cable companies
can be found at http://www.coservcom.com


COVAD COMMS: Exits from Bankruptcy & Closes Funding from SBC
------------------------------------------------------------
Covad Communications (OTCBB:COVD) exits from bankruptcy and
eliminates $1.4 billion in high-yield and convertible bondholder
debt by paying bondholders the pre-negotiated amount approved
last week, December 13, 2001, by the US Bankruptcy Court for the
District of Delaware.

In addition, Covad received funding from the previously
announced transactions with SBC Communications Inc. (NYSE:SBC),
which include a loan and the restructuring of a resale and
marketing agreement. These agreements have a combined value of
$150 million. The court's approval of the reorganization plan
was one of the conditions for completing those transactions. The
funding from SBC is expected to provide the capital Covad will
need to finance its growth to cash flow positive operations,
which is targeted in the second half of 2003.

Covad eliminated $1.4 billion in debt by paying its bondholders
the court-approved combination of cash and 15 percent ownership
of the company. Covad paid $257 million, or $0.19 on the dollar
of face amount or accreted bond value, plus approximately $13
million in previously restricted cash as previously approved by
the court. Covad also issued approximately 35 million shares of
common stock to the bondholders and approximately 9 million
shares of common stock to settle class action lawsuits and other
claims in accordance with the court's order confirming Covad's
plan of reorganization. Pre-existing shareholders will retain
approximately 80 percent of the company.

"Major steps have been completed in the revitalization of
Covad," said Charles E. Hoffman, Covad president and CEO. "A
year ago, Covad refocused the company to accommodate the change
in capital markets and began reducing expenses. We have now
finished restructuring our balance sheet, are fully-funded and
essentially debt free. We are focused on refining our business
plans to continue to innovate with new services, strengthening
our distribution channels, maintaining quality service and
financial discipline and keeping the customer at the center of
what we do."

Covad Communications Group, Inc.'s operating companies, which
provide DSL services to customers, were not included in the
court-supervised proceeding and continued to operate in the
ordinary course of business without any court imposed
restrictions throughout the approximately four month process.
Covad Communications Group, Inc. filed for reorganization on
August 15, 2001.

The new agreement with SBC will not increase the company's
ownership in Covad, which is currently at approximately five
percent. The agreement allows SBC to offer a more diverse
portfolio of DSL products to customers inside and outside SBC's
traditional 13-state region.

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 and PC OEMs to small and
medium-sized businesses and home users. Covad services are
currently available across the United States in 94 of the top
Metropolitan Statistical Areas (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 businesses.
Corporate headquarters is located at 3420 Central Expressway,
Santa Clara, CA 95051. Telephone: 1-888-GO-COVAD. Web Site:
http://www.covad.com


CYBERCASH INC: Will Be Paying Initial Liquidating Dividend Today
----------------------------------------------------------------
CYCH, Inc., (OTC: CYCHQ), f/k/a CyberCash, Inc. announced that
the initial liquidating dividend to be paid upon surrender of
its common shares will be $0.25 per share.  The dividend will be
paid on or about December 24, 2001, or upon surrender of
outstanding common stock certificates in accordance with a
transmittal letter being mailed to all record holders of the
common stock as of December 4, 2001.

The transfer ledger for the CYCH stock was closed effective
December 4, 2001, but the stock continues to trade under the
symbol CYCHQ.  Tom LaHaye, the Plan Administrator responsible
for winding up the company's affairs, explained, "Record holders
of our common stock will receive transmittal letters from our
transfer agent, EquiServe, providing instructions to return
their certificates and receive this dividend as well as pro-rata
future distributions.  Shareholders holding shares in street
name through banks and brokers will receive their distributions
through those relationships.  The common stock was cancelled on
December 4, and since then, investors have been trading the
right to receive liquidating dividends.  We currently anticipate
at least one additional distribution in 2002."

CYCH also announced it has agreed to sell its investment in
Commission Junction, Inc., a pay-for-performance Internet
advertising network for approximately $2.3 million cash.  The
company filed a motion in bankruptcy Court yesterday requesting
approval for the proposed transaction, scheduled to close in
early 2002.  Mr. LaHaye stated, "We're pleased to have reached a
favorable outcome regarding Commission Junction in this
difficult market."

CYCH and its Tellan and ICVerify subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code on
March 2, 2001.  CYCH conducted an auction of its assets on April
11, 2001, which resulted in the sale of its Internet payment
processing business to Verisign, Inc. and its software
businesses, including the ICVerify and Tellan subsidiaries, to
First Data Merchant Services.  ICVerify and Tellan were
dismissed from the bankruptcy proceedings.

Information about CYCH can be found at http://www.cych.com
Information about the bankruptcy proceeding can be found at
http://www.deb.uscourts.gov


DESA INT'L: Liquidity Concerns Prompt S&P to Junk Ratings
---------------------------------------------------------
Standard & Poor's lowered its ratings on DESA International Inc.
The ratings remain on CreditWatch with negative implications
where they were placed August 7, 2000, because of liquidity
concerns.

The company's recent performance has been well below
expectations due in part to the economic downturn and the
negative effect of warm weather on zone heating product sales.
Weak earnings and cash flow have caused the company to breach
financial covenants in its bank credit agreement. DESA had
obtained a waiver of these covenant violations, but it expired
recently, and the company is currently negotiating a new waiver
agreement. Although DESA typically generates cash from working
capital reductions at this time of year, Standard & Poor's
believes that the company's limited liquidity and the fact that
it is in breach of bank loan covenants pose a near-term payment
default risk.

The ratings reflect DESA International Inc.'s position as a
leading manufacturer of zone heating products, offset by
dependence on modest-size niche markets, exposure to seasonal
and cyclical factors, and a very aggressive financial profile.

In addition to indoor and outdoor zone heating and hearth
products, product offerings include motion-sensor lighting,
doorbells, fasteners, chain saws, and portable generators.

Standard & Poor's will continue to monitor the company's
liquidity and its plans to deal with an onerous debt maturity
schedule.

           Ratings Lowered and Remaining on CreditWatch
                   with Negative Implications

                                                 Ratings
DESA International Inc.                To                   From
    Corporate credit rating             CCC+                  B-
    Senior secured debt                 CCC+                  B-
    Subordinated debt                   CCC-                  CCC


DIALPAD COMMS: Files for Chapter 11 Reorganization in California
----------------------------------------------------------------
Dialpad Communications, Inc., the leading global provider of
Voice over IP (VoIP) solutions, announced it has filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. The petition was filed with the U.S. Bankruptcy
Court for the Northern District of California. The filing will
enable Dialpad to operate its business and continue to serve its
customers without interruption while it seeks approval for a
plan of reorganization. The company also announced it has
received a commitment for $1.25 million in post-petition
financing from Mr. Sang Su Oh, the Chairman and former Chief
Executive Officer of Serome Technology, Inc. This financing will
be used to fund post-petition operating expenses while the
Bankruptcy Court reviews the company's plan of reorganization.

Dialpad's acting Chief Executive Officer Craig Walker said this
restructuring allows the company to continue to serve its
customers with the highest quality VoIP services and support and
assures the fulfillment of its obligations to them as well as to
Dialpad employees.

"Our top priority is to continue to serve our customers with the
high quality VoIP services and support that they have come to
expect from Dialpad. Our employees remain our most valuable
asset and this action ensures our ability to honor our
commitments to both our employees and customers in the short and
long term," Walker said. "This restructuring gives us the
ability to ensure that our daily operations will continue
uninterrupted for both existing and new customers. Our mission
now will be on growing our industry leading global VoIP business
with an operating plan that is focused on sound financial
metrics and managing Dialpad to profitability."

                     Post-Petition Financing

To enhance its liquidity and to ensure that the operations of
Dialpad's VoIP services will continue unabated, Dialpad has
obtained an interim financing commitment for $1.25 million from
Mr. Sang Su Oh. This financing, in addition to cash from
operations, will be used to fund post-petition operating
expenses.  Funding of the post-petition financing is subject to
conditions precedent normal and customary with respect to
facilities of this type, including, but not limited to,
obtaining Bankruptcy Court approval.

"With the protections provided under the Bankruptcy Code and a
commitment for additional financing in place, we are confident
our abilities to continue operations without interruption as we
complete our restructuring," Walker said.

                Focus on Long-Term Profitable Growth

Dialpad, as a market leader in providing global VoIP services,
built a market leading customer base of over 14 million
registered users by providing excellent voice quality and
service in the emerging business of VoIP telephony.

"We focused on growth and market share in exchange for
profitability as we built the largest customer base of loyal
users in the industry. We over-expanded in some areas in advance
of demand, and did not anticipate the dramatic decline in
advertising revenues as the economy weakened," Walker said. "The
investments we made in growing our customer base, customer
support, and advanced technologies to provide high quality VoIP
services, gives us the foundation to build a growing, profitable
business providing telephony services at dramatically lower
prices than traditional telephony providers. Our top priority is
to continue serve our existing customers while continuing to
attract new users to our service."

"Dialpad's renewed focus on its core VoIP services positions it
to build a profitable business without sacrificing any of the
exceptional value that its customers and the marketplace have
grown to expect," said Mr. Oh.

Mr. Oh said the company is well positioned to take advantage of
the growing market for next generation IP telephony services.
According to

Frost & Sullivan, which ranks Dialpad as number one provider of
global VoIP services, the demand for such services will reach
$84 billion by 2006, up from $3.8 billion in 2001.

Dialpad Communications, Inc. is the leading global provider of
Voice over Internet Protocol (VoIP) solutions, with more than 14
million registered users. The company is based in Santa Clara,
CA and can be reached at 408-588-4688 or at
http://www.dialpad.com

NOTE:  Dialpad Communications and Dialpad are trademarks of
Dialpad Communications, Inc., and are registered in certain
jurisdictions. All other trademarks mentioned in this document
are the property of their respective owners.


ENRON CORP: Will Be Honoring Prepetition Employee Obligations
-------------------------------------------------------------
Enron Corporation, and its debtor-affiliates are now authorized,
in the exercise of their business judgment and in the ordinary
course of business, to pay or honor the Compensation
Obligations, Benefit Obligations, Vacation Obligations,
Reimbursement Obligations, Administrative Obligations,
Independent Contractor Obligations and Severance Obligations.

The Court also directs Citibank Delaware to honor any pre-
petition checks or fund transfer requests with respect to the
Employee Obligations.  In addition, Judge Gonzalez orders
Citibank Delaware to honor any post-petition checks or new fund
transfer requests with respect to the Employee Obligations.

However, Judge Gonzalez makes it clear that this Order should
not be deemed to constitute post-petition assumption or adoption
of any practice, policy, plan, program or agreement pursuant to
section 365 of the Bankruptcy Code.

According to Judge Gonzalez, the vast majority of employees
entitled to receive payment pursuant to this Order will not be
paid in excess of the statutory limit of $4,650.  A limited
number of employees will be paid in excess of that amount, Judge
Gonzalez notes, but not over $15,000. (Enron Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


EUPHONIX INC: Dismisses PricewaterhouseCoopers as Accountants
-------------------------------------------------------------
On December 7, 2001 Euphonix, Inc. dismissed
PricewaterhouseCoopers LLP as its independent accountants.
PricewaterhouseCoopers' report on the Company's 2000 financial
statements  included an explanatory paragraph regarding
substantial doubt about the Company's ability to continue as a
going concern.

On December 6, 2001, the decision to change independent
accountants was approved by the Company's Audit Committee and
the Board of Directors.

The Company engaged Hood & Strong LLP as its new independent
accountants as of December 10, 2001.

Based in Palo Alto, California, Euphonix develops, manufactures
and supports networked digital audio systems for film/post
production, broadcast, music, sound reinforcement and multimedia
applications. In addition, Euphonix is developing software,
hardware and support services for Internet-enabled audio
production throughout the entertainment industry.


GSI GROUP: Strained Liquidity Spurs S&P to Junk Ratings
-------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on GSI
Group Inc., to single-'B'-minus from single-'B' and its
subordinated debt rating on the company to triple-'C' from
triple-'C'-plus, affecting about $100 million in debt
securities. The outlook is negative.

The downgrade reflects GSI's strained liquidity position, which
has resulted from the company's weak operating results and poor
cash flow generation. The company's operating performance has
been below expectations, primarily resulting from reduced
domestic sales of its poultry production equipment in the U.S.
and South America, and reduced domestic demand for grain
products.

GSI is a leading manufacturer in niche agricultural equipment
markets. Products include grain-handling and storage equipment,
and swine- and poultry-raising equipment. Demand for grain
products has fallen sharply in 2001, after remaining fairly
stable during the past few years, due to the soft economic
conditions in the U.S. GSI's sales of grain products have
declined 16%. The depressed demand for poultry equipment during
the past few years reflects overcapacity and uncertain economic
conditions. GSI's sales of poultry equipment declined 11% during
the first nine months of 2001, compared with the same period in
2000.

Lower-than-expected sales have resulted in weak cash flow
generation, with EBITDA declining 19% so far in fiscal 2001.
Credit protection measures are poor, with EBITDA interest
coverage of 1.5 times and total debt to EBITDA of more than
6.0x.

GSI's liquidity is very constrained. As of Sept. 28, 2001, GSI
had about $40 million outstanding under its $60 million bank
credit facility, although availability is further limited by a
borrowing base. Free operating cash flow, typically neutral to
slightly positive for the first nine months of the year, was
negative $3.8 million as of the end of the third quarter of
2001. In addition, GSI's $6.2 million acquisition of FFI
Corporation in January 2001, combined with the costs to
integrate the company, has reduced GSI's liquidity. Working
capital liquidation should result in reduced bank borrowings and
strengthened liquidity through the first quarter of 2002.
However, borrowings will increase in the second and third
quarters of 2002 to support working capital needs during the
peak-selling season, and liquidity could become very
constrained. The company is currently in compliance with its
bank financial covenants, but future covenant requirements will
be very restrictive.

GSI has taken steps to improve earnings and cash flow
generation, including reducing its workforce and consolidating
manufacturing and sales facilities. Nevertheless, operating
results are expected to remain poor until there is a sustained
recovery in end-market demand. During the next few years, debt
leverage is expected to remain high, with total debt to EBITDA
averaging about 6.0x, and interest coverage will remain thin,
with EBITDA interest coverage averaging about 1.5x.

                         Outlook: Negative

Continued depressed demand in agricultural equipment markets is
expected in the near term. Any further deterioration in
operating performance or liquidity could result in lower
ratings.


GLOBAL CROSSING: S&P Junks Ratings Citing Liquidity Concerns
------------------------------------------------------------
Standard & Poor's lowered its ratings on Global Crossing Ltd.
and its wholly owned subsidiaries Global Crossing Holdings Ltd.
and Frontier Corp. At the same time, Standard & Poor's lowered
its ratings on Global Crossing's 58.8%-owned subsidiary Asia
Global Crossing Ltd. All ratings remain on CreditWatch with
negative implications.

As of September 30, 2001, Global Crossing had total debt
outstanding of about $7.6 billion.

The downgrade reflects Standard & Poor's heightened concerns
regarding the company's liquidity position and its ability to
obtain an amended bank facility near term. In addition, Global
Crossing's liquidity will be further compromised if Asia Global
Crossing decides to draw down on the $400 million credit
facility available from Global Crossing. The plight of the
competitive telecom industry and the aversion of investors to
support below-investment-grade companies does not bode well for
Global Crossing securing funding in the capital markets. Given
recent transactions in the competitive local exchange carrier
(CLEC) industry, it appears the only alternative to maintaining
the company's viability would be through a private equity
investor. However, this type of action normally results in a
restructuring of the company's capital structure.

The downgrade on Asia Global Crossing reflects the continued
weakness in indefeasible right of use (IRU) sales in 2002 given
the economic slowdown, coupled with the oversupply of capacity.
The company's ratings are higher than the ratings on Global
Crossing due to the degree of separation that Asia Global
Crossing has because of its board of directors, which is not
controlled by Global Crossing. In addition, the directors
appointed by Softbank Corp. and Microsoft Corp., which each own
about 14% of Asia Global Crossing, have effective veto rights
regarding certain actions, including the filing of voluntary
bankruptcy.

      Ratings Lowered and Remaining on CreditWatch Negative

Global Crossing Ltd.                            TO     FROM
   Corporate credit rating                       CCC-   B-
   Preferred stock                               C      CCC-

Global Crossing Holdings Ltd.
   Corporate credit rating                       CCC-   B-
   Senior unsecured debt                         C      CCC
   $800 million 9.625% senior unsecured notes
    (Guaranteed by Global Crossing Ltd.)         C      CCC
   Senior secured bank loan                      CCC-   B-
   Preferred stock                               C      CCC-

Frontier Corp.
   Corporate credit rating                       CCC-   B-
   Senior unsecured debt                         C      CCC
   Preferred stock                               C      CCC-

Asia Global Crossing Ltd.
   Corporate credit rating                       CCC+   B
   Senior unsecured debt                         CCC-   CCC+

DebtTraders reports that Global Crossing Holdings Ltd's 9.625%
bonds due 2008 (GBLX3) trade between 9.5 and 11. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX3 for
real-time bond pricing.


GLOBAL TECHNOVATIONS: Onkyo Unit Files Chapter 11 Petition in MI
----------------------------------------------------------------
Global Technovations, Inc. (AMEX:GTN) relates that its wholly-
owned subsidiary, Onkyo America, Inc., operating in Columbus,
Indiana and Troy, Michigan filed a liquidating Chapter 11,
providing for the liquidation of all assets in the United States
Bankruptcy Court Eastern District Michigan (Southern Division).

The proposed debtor-in-possession financing provided by GMAC
Business Credit LLP will fund the liquidation process. OAI has
stopped production for all customers and has laid off the
majority of employees.

Robert Hertzberg, Esq., from the law offices of Hertz, Schram &
Saretsky, P.C. of Bloomfield Hills, Michigan is counsel for
Onkyo America, Inc. The firm's telephone number is
(248) 335-5000.


GRAY COMMS: S&P Rates Proposed Senior Subordinated Notes at B-
--------------------------------------------------------------
Standard & Poor's assigned its single-'B'-minus rating to Gray
Communications Systems Inc.'s proposed Rule 144A $180 million
senior subordinated notes due December 15, 2011. All existing
ratings are affirmed.  The current outlook is stable. Proceeds
will be used to repay the existing senior subordinated notes and
for general corporate purposes.

The ratings on Gray Communications Inc. (B+/Stable/--) reflect
the strong market positions of the company's TV stations, its
modest geographic and operational diversity, the overall good
free cash flow of television broadcasting, and the company's
experienced management team. These factors are balanced by an
aggressive financial profile, a debt-reliant acquisition
strategy, and the mature growth of its core TV and newspaper
operations.

Gray's core operations consist of 13 network affiliated TV
stations in 11 medium and small markets and four daily
newspapers. Television broadcasting represents about 70% of
Gray's revenue and 80% of its cash flow. Its stations hold the
leading local news ratings in 10 markets, which help it to
produce respectable broadcast cash flow margins. Profits will be
lower in 2001 due to the weak ad environment, the off-year in
the bi-annual political cycle, the absence of Olympic revenue at
its three small market NBC stations, and the reduction of
network compensation at three CBS affiliates.  Revenue in 2002
should benefit from important political races in certain
markets and, to a lesser degree, the winter Olympics on its
three NBC stations. Still, economic weakness is likely to
suppress revenue in early 2002 and network compensation revenue
will continue to decline.

Gray's profits in 2001 have held up better than some of its
peers because of strong market positions, cost reductions, and a
high concentration of more stable local revenue. Debt to EBITDA
was 7.2 times for the 12 months ending September 30, 2001, and
EBITDA coverage of interest was about 1.4x. Leverage is likely
to increase a half multiple or more at year-end due to a $20
million increase in debt resulting from the proposed deal
coupled with lower profit expectations for the fourth quarter on
a year-over-year basis. Annual interest costs should remain
relatively unchanged. Gray's maturity schedule will be helped by
the deferral of significant maturities from 2006 to 2009.

                          Outlook: Stable

Maintenance of key credit measures and station market positions
is important to rating stability. Debt financed acquisitions or
a prolonged or more severe slump in advertising in 2002 could
pressure the ratings.


GREATE BAY: Resolves $63.5MM Indebtedness With Hollywood Casino
---------------------------------------------------------------
Greate Bay Casino Corporation (OTC Bulletin Board: GEAA) reached
an agreement with Hollywood Casino Corporation (Amex: HWD) with
respect to a plan for resolution of approximately $63.5 million
of indebtedness Greate Bay owes Hollywood Casino Corporation.
The plan includes the sale of Greate Bay's primary asset to a
third party and the distribution of the net proceeds from this
asset sale and Greate Bay's other remaining cash to Hollywood.
These transactions will be completed as part of a pre-packaged
bankruptcy restructuring of Greate Bay under Chapter 11 of the
Federal Bankruptcy Code.

The cornerstone of the restructuring plan is the sale of Greate
Bay's Advanced Casino System Corporation subsidiary to Alliance
Gaming Corporation (Nasdaq: ALLY).  Greate Bay and certain
subsidiaries of Greate Bay, Alliance and Hollywood have entered
into a definitive agreement for a subsidiary of Alliance to
purchase all of the outstanding common stock of ACSC for $14.6
million, subject to certain post closing adjustments.
Management believes that the sale of ACSC will close in the
first quarter of 2002.

The net proceeds from the sale of ACSC together with Greate
Bay's other remaining cash will be distributed to Hollywood in
exchange for Hollywood canceling its remaining outstanding
indebtedness due from Greate Bay.  This restructuring will be
completed as part of a pre-packaged bankruptcy of Greate Bay.
Management estimates that the restructuring will be completed by
the end of the first quarter of 2002, and that Hollywood will
receive approximately $13 million - $15 million in cash from the
transaction.

Because Greate Bay's indebtedness to Hollywood far exceeds the
value of its assets, there will be no cash or other assets
remaining for distribution to Greate Bay's shareholders and
accordingly, the bankruptcy plan will provide for cancellation
of shareholders' equity interests.

Greate Bay plans to file its bankruptcy plan with the United
States Bankruptcy Court for the District of Delaware in late
December.

As the first step in the restructuring plan, Greate Bay made a
$2 million debt repayment to a Hollywood subsidiary Thursday.
Concurrent with the debt repayment, Greate Bay and the Hollywood
subsidiary offset approximately $2.3 million in indebtedness
that was due between the two companies.

Consummation of the sale of ACSC and the bankruptcy
restructuring of Greate Bay are subject to prior receipt of
various consents and approvals, including bankruptcy court
approval and gaming regulatory approvals.


HAYES LEMMERZ: Retains Skadden Arps as Chapter 11 Case Counsel
--------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
seek to employ and retain Skadden Arps Slate Meagher & Flom LLP,
as their bankruptcy counsel to prosecute these chapter 11 cases.

Kenneth A. Hiltz, the Debtors' Chief Finance Officer and Chief
Restructuring Officer, informs the Court that since July 1996,
Skadden Arps has performed extensive legal work for the Debtors
in connection with certain corporate, financing, litigation,
securities, and other significant matters. As a result of
representing the Debtors on such matters, Skadden Arps has
acquired extensive knowledge of the Debtors and their businesses
and is uniquely familiar with the Debtors' capital structure,
financing documents and other material agreements. Prior to
commencement of these chapter 11 cases, Mr. Hiltz relates that
the Debtors sought the services of Skadden Arps with respect to
advice regarding restructuring matters in general and
preparation for the potential commencement and prosecution of
chapter 11 cases for the Debtors. Since October 2001, Skadden,
Arps has performed extensive legal work for the Debtors in
connection with their ongoing restructuring efforts including
with respect to financing and divestiture strategies and
creditor issues.

The Debtors believe that continued representation by their pre-
petition restructuring and bankruptcy counsel, Skadden Arps, is
critical to the Debtors' efforts to restructure their businesses
because Skadden Arps has become extremely familiar with the
Debtors' businesses and legal and financial affairs and,
accordingly, is well-suited to guide the Debtors through the
chapter 11 process. Furthermore, because Skadden Arps maintains
an office in the District of Delaware, Mr. Hiltz believes that
the Debtors will be able to minimize duplication of effort in
these cases and avoid the expense of retaining local counsel.

Mr. Hiltz explains that the Debtors have selected Skadden Arps
as their attorneys because of the firm's pre-petition experience
with, and knowledge of, the Debtors and their businesses, as
well as its experience and knowledge in the field of debtors'
and creditors' rights and business reorganizations under chapter
11 of the Bankruptcy Code. The Debtors submit that continued
representation of the Debtors by Skadden Arps is critical to the
success of the Debtors' reorganization because Skadden, Arps is
uniquely familiar with the Debtors' business and legal affairs.

Mr. Hiltz states that the Debtors desire to employ Skadden, Arps
under a general retainer because of the extensive legal services
that will be required in connection with the Debtors' chapter 11
cases and the firm's familiarity with the businesses of the
Debtors and their affiliates. The services of attorneys under a
general retainer are necessary to enable the Debtors to execute
faithfully their duties as debtors-in-possession. Subject to
further order of the Court, Skadden Arps will be required to
render various services to the Debtors including:

A. advise the Debtors with respect to their powers and duties as
    debtors and debtors-in-possession in the continued
    management and operation of their businesses and
    properties;

B. attend meetings and negotiate with representatives of
    creditors and other parties in interest and advise and
    consult on the conduct of the chapter 11 cases, including
    all of the legal and administrative requirements of
    operating in chapter 11;

C. take all necessary action to protect and preserve the
    Debtors' estates, including the prosecution of actions on
    their behalf, the defense of any actions commenced against
    those estates, negotiations concerning all litigation in
    which the Debtors may be involved and objections to claims
    filed against the estates;

D. prepare on behalf of the Debtors all motions, applications,
    answers, orders, reports and papers necessary to the
    administration of the estates;

E. negotiate and prepare on the Debtors' behalf plan of
    reorganization, disclosure statement and all related
    agreements and/or documents and take any necessary action
    on behalf of the Debtors to obtain confirmation of such
    plan(s);

F. advise the Debtors in connection with any sale of assets;

G. appear before this Court, any appellate courts, and the U.S.
    Trustee, and protect the interests of the Debtors' estates
    before such courts and the U.S. Trustee; and

H. perform all other necessary legal services and provide all
    other necessary legal advice to the Debtors in connection
    with these cases.

In connection with entry into the Engagement Agreement, Mr.
Hiltz informs the Court that Skadden Arps was paid a $400,000
retainer for professional services and expenses charged by
Skadden Arps in connection with the Company's restructuring
efforts. Prior to the filing of the Debtors' chapter 11 cases,
Skadden Arps submitted invoices to the Debtors on a regular,
periodic basis, for professional fees and expenses for its
restructuring efforts through and including December 4, 2001.
With respect to these restructuring related invoices, Mr. Hiltz
adds that the Debtors paid in the aggregate the sum of $911,925,
for services rendered and as reimbursement for charges and
disbursements incurred, all of which was attributable to legal
services performed and charges and disbursements incurred in
connection with these cases.

Mr. Hiltz says that Skadden Arps will be providing professional
services to the Debtors under its bundled rate schedules and
therefore the Firm will not be seeking to be separately
compensated for certain staff and clerical personnel who also
record time spent working on matters. Presently, the hourly
rates, which are subject to periodic increases under the bundled
rate structure range from:

        Partners                             $480 to $695
        Counsel and Special Counsel          $470
        Associates                           $230 to $470
        Legal Assistants & Support Staff     $80 to $160

J. Eric Ivester, a member of the Firm Skadden Arps Slate Meagher
& Flom LLP, submits that the Firm has assembled a highly
qualified team of attorneys to service the Debtors during their
reorganization efforts. Mr. Ivester is a member of the firm's
Corporate Restructuring department and will coordinate the
firm's representation of the Debtors in these cases, and has
over 16 years experience in reorganization cases including lead
debtor representations in cases such as FPA Medical Management,
Inc., County Seat Stores, Inc., Montgomery Wards, UDC Homes,
Inc. et al., Einstein/Noah Bagel Corp., et al. and Air Transport
Int'l L.L.C. before other courts. He also have represented
numerous lenders and investors before this Court and other
courts in ATC Group Services, Inc., Centennial Resources, Inc.,
Grand Union, Bradlees, Inc., Prime Succession, Inc., Bridge
Information Systems, Inc., and EM Solutions, Inc. reorganization
cases.

Mr. Ivester informs the Court that Skadden Arps in the past has
represented, currently represents, and in the future likely will
represent certain creditors of the Debtors and other parties-in-
interest in matters unrelated to the Debtors, the Debtors'
reorganization cases or such entities' claims against or
interests in the Debtors. Prior to the commencement of these
cases, Skadden Arps conducted a "conflicts review" with respect
to the Debtors and the most significant parties-in-interest in
the Debtors' cases and currently represents, or has represented
these entities or their affiliates on matters unrelated to the
Debtors:

A. Directors and Officers - Skadden Arps has represented certain
    of the directors and officers of Hayes and/or companies
    with which they are affiliated, including Jeffrey
    Lightcap, Paul S. Levy, David Y. Ying and Andrew R. Heyer.

B. Pre-petition Secured Lenders - Skadden Arps has represented
    these pre-petition lenders: Banca Nazionale del Lavoro Spa
    Credit Agricole Indosuez; Mellon Bank Corp.; & Provident
    Bank, it currently represents the following pre-petition
    lenders: CIBC; Credit Suisse First Boston Corp.; Dresdner
    Bank AG; Merrill Lynch; ABN Amro Bank; American Express
    Co.; Bank Leumi USA; Bank of America; Bank of Montreal;
    Bank of New York; Bank of Tokyo-Mitshubishi; Bank One; BNP
    Paribas; Caravelle; Citibank; Citadel Investments; Conseco
    Inc.; Dai-Ichi Kangyo Bank Ltd.; Deutsche Bank AG;
    Deutsche Genossenschaftsbank; Fleet National Bank; Fuji
    Bank Ltd.; Goldman Sachs; Hypo-Und Vereinsbank/Bank of
    Austria Creditanstalt; ING Capital; JH Whitney; KBC Bank;
    Societe Generale; Sun America; and Wachovia Bank.

C. Post-petition Secured Lenders - Skadden, Arps currently
    represents CIBC World Markets Corp.; Bank of America
    Securities, Inc.; and Citigroup.

D. Bondholders - Skadden, Arps represents or has represented the
    following: ABN Amro Securities LLC; A.G. Edwards & Sons,
    Inc.; Banc of America Securities LLC; Bank of New York;
    Bankers Trust Company; Barclays Global Investors; Brown
    Brothers Harriman & Co.; Chase Manhattan Bank; CIBC World
    Markets Corp.; Citibank, N.A.; Credit Suisse First Boston
    Corporation; Dain Rauscher Incorporated; Deutsche Bank
    A.G.; Deutsche Bank Alex. Brown Inc.; Fifth Third Bank;
    Goldman Sachs & Co.; J.P. Morgan Securities, Inc.; Legg
    Mason Wood Walker, Inc.; Lehman Brothers, Inc.; McDonald
    Investments Inc.; Morgan Stanley & Co. Inc.; Northern
    Trust Company; PNC Bank, National Association; Prudential
    Securities Inc.; Salomon Smith Barney Inc. / Salomon
    Brothers; Nikko Salomon Smith Barney; State Street Bank
    And Trust Co.; Suntrust Bank; and Wachovia Bank, N.A.

E. Insurance Underwriters - Skadden Arps represents or has
    represented the following entities who are insurance
    underwriters for the Debtors: Kemper Insurance Company;
    National Union Fire Insurance Co.; and Hih Winterthur
    International.

F. Bond Trustees - Skadden Arps represents and has represented
    The Bank of New York on matters unrelated to the Debtors.

G. Unsecured Creditors - Skadden Arps represents or has
    represented the following entities: Alcoa; National Steel
    Corporation; Rouge Steel; and Basf Corporation.

H. Significant Shareholders. Skadden Arps represented JLL in its
    initial investment in the Debtors in 1996, but does not
    represent JLL with respect to its involvement with the
    Debtors. Skadden, Arps represents or has represented the
    following entities that are or were affiliated with JLL :
    New World; Motor Coach; IASIS; Builders; Liberty
    Broadcasting; Freedom Chemical Co.; and Peregrine
    Industries, Inc. Skadden, Arps represents TSG Capital Fund
    II, CIBC, CIBC World Markets Corp., CIBC Investment
    Partnership Group, CIBC Xtracash ATM, Inc., and CIBC Hedge
    Funds in matters unrelated to the Debtors.

I. Skadden Arps represented a buyout group, which owned in
    excess of 75 percent of Hayes' outstanding common stock, that
    had proposed to acquire all of the equity of Hayes owned by
    minority stockholders. The Buyout Group included these
    financial investors: JLL; TSG Capital Fund II, L.P.; CIBC
    WG Argosy Merchant Fund 2, L.L.C.; Chase Equity Assoc.,
    L.P.; and Nomura Holding America, Inc. The Buyout Group
    also included individual members and related trusts of the
    Lemmerz family, the former owners of Lemmerz Holding GMBH
    which Hayes acquired in 1997, as well as certain members
    of Hayes' management, including Ron Cucuz, Hayes' former
    Chairman and Chief Executive Officer.

J. Significant Contract Parties - Skadden Arps represents or has
    represented the following entities, who are parties to
    significant contracts with the Debtors: Citibank; Sanwa
    Bank; Heller Financial; U.S. Bancorp; Bank of Montreal;
    Bank of New York; Dresdner Kleinwort Benson; and The CIT
    Group.

K. Retained Professionals - Skadden Arps represents or has
    represented the following entities in matters unrelated to
    the Debtors: KPMG Peat Marwick LLP; McKinsey & Co.; Lazard
    Freres & Co.; and Howrey & Simon. (Hayes Lemmerz Bankruptcy
    News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
    609/392-0900)


HORIZON PCS: Working Capital Shrinks to $24MM At September 30
-------------------------------------------------------------
Horizon PCS, Inc.'s subscriber revenues for the three months
ended September 30, 2001 were $21.4 million, compared to $5.0
million for the three months ended September 30,2000, an
increase of $16.4  million.  The growth in subscriber revenues
is primarily the result of the growth in the Company's customer
base. The Company had 146,641 customers at September 30, 2001,
compared to 36,007 at September 30, 2000.  The customer base has
grown because Horizon has launched additional markets and
increased its sales force.  ARPU without roaming  increased for
the three months ended September 30, 2001 compared to the three
months ended September 30, 2000 to $57 from $56 primarily as a
result of higher monthly fees and increased minutes of use by
Horizon's customers.

Roaming revenues increased from $1.8 million for the three
months ended September 30, 2000 to $11.8 million for the three
months ended September 30, 2001, an increase of $10.0 million.
ARPU, including roaming, increased from $77 for the three months
ended September 30, 2000 to $88 for the three months ended
September 30, 2001. This increase primarily resulted from the
continued build out of Horizon's network, including highways
covering northwest Ohio, northern Indiana and Pennsylvania.
Horizon expects continued volume increases in Sprint PCS
roaming revenues as Horizon completes the remainder of its
network build-out.

Equipment revenues consist of handsets and accessories sold to
customers.  Equipment revenues for the three months ended
September 30, 2001 were $2.0  million, compared to $650,000 for
the three months ended September 30, 2000, an increase of $1.4
million.  The increase in equipment revenues is the result of
the increase in customers.  Horizon added 40,373  customers
during the three months ended September 30, 2001 compared to
9,027 added during the three months ended September 30, 2000.

The Company's loss from continuing operations for the three
months ended September 30, 2001 was $28.7 million compared to
$17.4 million for the three months ended September 30, 2000. The
current quarter loss reflects increased expenses relative to
launching markets and building the customer base.

Net loss for the three months ended September 30, 2001 was
$28,686.580, as compared to the net loss of $17,862,053 for the
same three months of the year 2000.

Comparison of the nine months ended September 30, 2001 with the
same nine month period of 2000 shows subscriber revenues for the
nine months ended September  30, 2001 were $49.0 million,
compared to $10.9 million for the nine months ended September
30, 2000, an increase of $38.1  million.  The growth in
subscriber revenues is primarily the result of the growth in
customer base. Horizon had 146,641 customers at September 30,
2001, compared to 36,007 at September 30, 2000.  ARPU without
travel increased for the nine months ended September 30, 2001
compared to the nine months ended September 30, 2000 to $55 from
$52 primarily as a result of higher  monthly fees and increased
minutes of use by customers.

Roaming revenues increased from $3.8 million for the nine months
ended September 30, 2000 to $25.6 million for the nine months
ended September 30, 2001, an increase of $21.8 million.  ARPU,
including roaming, increased from $71 to $84 for the nine months
ended September 30,  2000 and September 30, 2001, respectively.

Equipment revenues consist of handsets and accessories sold to
customers through Company stores and through the direct sales
force. Equipment revenues for the nine months ended  September
30, 2001 were $4.6 million, compared to $1.7 million for the
nine months ended September 30, 2000, an increase of $2.9
million.

Loss from continuing operations for the nine months ended
September 30, 2001 was $75.4  million compared to $19.3 million
for the nine months ended September 30, 2000.  The increase in
loss reflects the continued expenses relative to launching
markets and building the customer base.

Net loss for the nine months of 2001 was $75,431,048, as
compared to the net loss of $19,679,491 in the same nine month
period of 2000.

At September 30, 2001, the Company had cash and cash equivalents
of $38.2 million and working capital of $24.3 million. At
December 31, 2000, it had cash and cash equivalents of $191.4
million and working capital of $162.2 million.  The decrease in
cash and cash equivalents of $153.2 million is primarily
attributable to funding losses from continuing operations of
$75.4 million (this loss includes certain non-cash charges) and
funding capital expenditures of $90.4 million for the nine
months ended September 30, 2001.

In addition, as at September 30, 2001, the company's balance
sheet is upside-down, with total stockholders' equity deficit of
over $75 million.

The company provides Sprint PCS digital wireless phone service
to more than 146,000 customers in 12 states. One of the largest
Sprint PCS affiliates, Horizon is building out its networks,
which use code division multiple access technology. The company
was formed in 2000, but it's been operating since 1996 as part
of Horizon Telecom (a phone company with a history dating back
to 1895). Horizon PCS serves customers in Indiana, Kentucky,
Maryland, Michigan, New Jersey, New York, North Carolina, Ohio,
Pennsylvania, Tennessee, Virginia, and West Virginia. The
company uses Sprint's pricing plans and national distribution
channels.


IPC ACQUISITION: S&P Assigns B+ Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's assigned its single-'B'-plus corporate credit
rating to IPC Acquisition Corp. At the same time, a rating of
single-'B'-minus was assigned to the company's $150 million
senior subordinated notes and a rating of single-'B'-plus was
assigned to the $120 million senior secured credit facility.

The outlook is positive.

The ratings reflect IPC's concentrated product base and end
market, high leverage and the risk of new, potentially
disruptive technologies in its core business, offset by a
leading position in a niche market, experienced management, and
brand equity. New York, N.Y.-based IPC is the world's leading
provider of voice trading systems and services to large
financial services and other trading companies. IPC designs,
manufactures, and installs desktop hardware called turrets and
related switching gear. These systems provide reliable
communications between traders and counterparties. IPC generates
recurring sales representing approximately one-third of
revenues through maintenance and professional services for its
voice trading systems.

IPC maintains a leading share of approximately 68% in a very
specialized market. Its large, financially healthy, installed
base views trading systems as mission critical. Still, IPC's
narrowly focused product portfolio serves predominantly the
financial-services end market. IPC competes against divisions of
large, generalized communications companies. These divisions
lack the scale and focus of IPC, which benefits from high
barriers to entry, given the importance of after-sales service
and high customer switching costs. This offers an opportunity
for IPC to increase its position if these competitors exit the
market.

Although IPC's core voice-trading-systems business is stable and
produces modest levels of cash flow, it will face the risks of
new, potentially disruptive technologies, over the next few
years, centered upon next-generation, voice-over Internet
protocol (VoIP)-enabled turrets. To mitigate this risk, IPC is
beginning to introduce its next generation voice-over Internet
protocol (VoIP)-enabled turret, the IQmx, to its customer base.
As the quality of VoIP improves, potential rivals with superior
resources may introduce products to compete with IPC.

Sales were $280 million and EBITDA was $73 million in the fiscal
year ended September 2001. While sales growth should be in the
low single digits, modest improvements in EBITDA and operating
profitability are expected over the next few years through
improved operating efficiency and expense management. The
company expects EBITDA interest coverage in the 3 times range
and EBITDA margins in the mid-20% range. Financial flexibility
is limited with $10 million in cash and a $15 million revolving
line of credit, offset by the requirement that 75% of annual
free cash flow, expected to exceed $20 million annually, must be
used to pay down bank debt. IPC is adopting an aggressive
financial policy, assuming $255 million in debt to divest itself
from its parent, Global Crossing Ltd. (B-/CW Negative). Debt
to EBITDA was 3.5x as of September 2001 and is expected to trend
downward through planned debt repayments.

                          Outlook: Positive

Sustained improvements in credit protection measures from debt
reduction could lead to an upgrade.


INTEGRATED HEALTH: IHS Ballard Wants to Reject Lease in WA
----------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates seek
entry of an order authorizing Integrated Ballard, Inc. (IHS
Ballard or the Tenant) to reject a lease of non-residential real
property and improvements (the Ballard Lease) of the 142-bed
nursing home facility known generally as the Ballard
Convalescent Center, located at Seattle, Washington, pursuant to
Sections 105(a), 365(a) and (g)(l), 502(b)(6) and (g) of the
Bankruptcy Code and Rules 6004 and 9014 of the Bankruptcy Rules.

The Ballard Lease was entered on or about October 27, 1995 by
Omega Healthcare Investors, Inc. as lessor, and Integrated
Ballard, Inc.

The Ballard Facility's projected year 2002 EBITDAR is $620,300.
After payment of rent in the amount of $1,485,320, the Facility
would have pro-forma EBITDA of negative $865,020. In light of
that, the Debtors have determined that the Ballard Lease does
not add sufficient value to the Debtors' estates to justify its
continued operation by the Debtors. Moreover, Ballard is the
Debtors' only facility in Washington State. Their nearest other
facilities are in Nevada. Although the Debtors formerly employed
a regional vice president who lived in Seattle where Ballard was
located, the Debtors currently have no presence in Washington
State or any of the surrounding states, so administration of the
Ballard Facility has become more costly.

Accordingly, consistent with their reorganization strategy of
preserving those healthcare facilities that contribute value to
their estates, and divesting itself of those facilities that
impose financial burdens on their estates, the Debtors seek
Court authorization to reject the Ballard lease pursuant to
section 365 of the Bankruptcy Code.

                  Objection of Omega Healthcare

The Landlord objects to the Motion on the grounds that rejection
of the Lease should not be effective until and unless the
Debtors shut down the Ballard Facility, relocate all of the
residents, and vacate the Premises. The Landlord submits that,
as a general principal, a debtor may not reject a lease of
nonresidential real property until the debtor unequivocally
surrenders the leased premises. Further, rent at the contract
rate is payable as an administrative expense until closure and
vacation of the Premises occurs. Omega notes that state and
federal regulations dictate that the Debtors may not simply
vacate and surrender the Ballard Facility but must relocate all
of the residents of the Ballard Facility before they may vacate
and surrender the Premises.

Omega suggests that, rather than reject the Lease, the Debtors
could transition operation of the Ballard Facility to a new
operator, in compliance with state and federal law. The Landlord
believes that such a transition would be much less costly for
the Debtors and would relieve the Debtors from liability for
their obligations under the Lease at an earlier date.

The Landlord requests that the Court deny the Motion.
(Integrated Health Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


INTERNET ADVISORY: Will Effect Reverse Stock Split Under Plan
-------------------------------------------------------------
The Internet Advisory Corporation (OTC Bulletin Board: PUNK)
states it will effect the partial 1:50 reverse, common stock
split contained in its Plan of Reorganization under Chapter 11
of the US Bankruptcy Code, as confirmed by Order of the US
Bankruptcy Court for the Southern District of Florida.  All of
the company's issued and outstanding shares of common stock,
except for an aggregate of 4,401,000 shares held by members of
the White Knight Class, as such term is defined in the Plan,
will be subject to the reverse split.  The record date for
determining holdings of the common stock on which the reverse
split will be effected will be January 2, 2002 and the reverse
split will be immediately effective upon the close of business
on that date.  The White Knight Class consists of Richard
Goldring who helped fund the Plan in exchange for the retention
of his equity interest in the Company and all holders of the
Company's common stock that made a capital contribution to the
Company of $1 per share in exchange for retention of such shares
against which the capital contribution was made ("White Knight
Electors").  The shares of the members of the White Knight Class
consist of an aggregate of 4,400,000 shares owned by Richard
Goldring and 1,000 shares owned by the sole White Knight
Elector.

Pursuant to the reverse split, for every fifty effected shares
of common stock issued and outstanding on the Record Date, one
share shall remain issued and forty-nine shares shall be retired
and assume the status of authorized but unissued shares.  All
stockholders of record of The Internet Advisory Corporation's
common stock as of the Record Date are required to return their
stock certificates to the Company's transfer agent, Atlas Stock
Transfer & Trust Company, 5899 South State Street, Salt Lake
City, Utah 84107.  Upon receipt of the stock certificates, Atlas
Stock Transfer & Trust Company will issue new stock certificates
representing the adjusted number of shares. Certificates for
fractional shares of stock certificates will not be issued, but
the Company will pay the cash equivalent of the market value on
the Record Date for all fractional shares.  This will be
calculated by reference to the average of the high and low bid
prices for the shares at the close of business on that date.


JACKSON PRODUCTS: S&P Junks Ratings Over Weak Financial Results
---------------------------------------------------------------
Standard & Poor's lowered its ratings on Jackson Products Inc.
At the same time, all ratings remain on CreditWatch with
negative implications where they were placed September 26, 2001.

At September 30, 2001, Jackson Products had about $225 million
in debt outstanding.

The rating actions reflect the company's weak financial
performance, very constrained liquidity, and extremely limited
financial flexibility. The ratings remain on CreditWatch due to
concerns about near-term liquidity, and the company's inability
to make near-term debt amortization and interest payments.

As a result of the fourth amendment to its credit facility,
Jackson Products' revolving credit facility was reduced to $20
million on December 15, 2001, from $24 million and is expected
to decrease again to $19 million on Jan. 15, 2002. As of
September 30, 2001, the company had less than $1 million in
availability on its $24 million revolving credit facility.
Adding to liquidity pressures is the $2.9 million debt
amortization payment due Dec. 31, 2001. Additionally, during the
next four months, Jackson Products has about $8.4 million in
debt amortization and interest payments to make.  It is highly
likely that without a restructuring of the company's debt,
equity infusion, or increase in the size of the revolving credit
facility, the company will not be able to meet its debt
obligations.

Jackson Products' financial performance remains weak, mainly as
a result of the difficult economic conditions in the U.S. and
higher raw material inputs (mainly natural gas). For the first
nine months of 2001, operating income was about $21 million,
compared with $36 million in the same  period in 2000.  Credit
protection measures are very weak, with total debt to EBITDA of
around 7.7 and interest coverage of around 1.6x.

Chesterfield, Mo.-based Jackson Products is a manufacturer of
personal safety products (47% of sales) including welding
helmets and face shields, and highway safety products (53% of
sales) including traffic cones, barricades, and reflective glass
beads.

Standard & Poor's will continue to monitor the company's
liquidity situation. The ratings will remain on CreditWatch with
negative implications until near-term liquidity issues have been
resolved. If the company fails to make its near-term interest
and debt amortization payments, the ratings will be lowered.

           Ratings Lowered, Remain on CreditWatch Negative

      Jackson Products Inc.            TO       FROM
        Corporate credit rating        CCC      B
        Senior secured debt            CCC      B
        Subordinated debt              CC       CCC+


LTV CORP: Kucinich Pushing for Sale of Steel's Copperweld Unit
--------------------------------------------------------------
Congressman Dennis J. Kucinich, having been admitted to
participation in these chapter 11 cases as amicus curiae, asks
Judge Bodoh to order LTV Steel Company, Inc., to sell its
wholly-owned subsidiary, Copperweld Corporation.

On September 9, 1999, Debtor LTV Corporation announced the
purchase of Copperweld Corporation for $650 million.  Slightly
over a year later, the LTV Debtors began these cases, Judge
Bodoh is reminded by Martin D. Gelfand, Congressional Staff
Counsel to Representative Kucinich.

"The purchase of Copperweld contributed to the poor financial
condition of LTV Steel, which ultimately led to these filings",
Congressman Kucinich says.  Pointing to the Debtor's
acknowledgement that the "increased debt load following the
acquisitions of . the Copperweld Companies . adversely impacted
operations" in the Motion now before Judge Bodoh, the
Congressman says that the Debtor needs a federally guaranteed
loan of $250 million, but that he believes the Debtor needs
an additional $129 million to stay in business.

Urging Judge Bodoh to use his equitable power to order the sale
of Copperweld if funds from the sale will contribute toward the
reorganization of LTV Steel, Congressman Kucinich says this step
will help the Debtor to meet the $129 million cash requirement
it needs above the loan to stay in business and "preserve jobs,
retirements and health benefits in the Northeastern Ohio area."

                   The Debtors Respond: No Standing

After explaining how long and difficult the negotiations for the
APP were, the Debtors say that neither Representative Kucinich
nor the Cleveland City Counsel have standing to seek appointment
of a trustee, the sale of Copperweld, or permission to file a
plan.  The "indirect" interests asserted do not create any
direct pecuniary or other legally cognizable interest in these
cases or the proceedings.  Being an amicus does not confer such
standing.

Even if the Congressman does have standing, he has not met the
legal standards required in these cases for the relief
requested, advancing only "broad assertions and speculative
allegations".

                       The Noteholders Respond:
                       Nice Idea, But Untenable

The Official Committtee of Noteholders of LTV Steel Company and
affiliated Debtors responds to the Congressman's Motion, saying
that the Committee applauds the Congressman's on-going efforts
to think out of the box to save the Debtors from total
liquidation.  However, the Congressman's solution is untenable
because (a) the Debtors will completely run out of money within
a few days; therefore a sale as substantial as Copperweld cannot
reasonably occur in such a short time span; (b) first and
second-priority liens exist on all of Copperweld's assets, such
that even if a sale could be consummated tomorrow, the
Debtors may not r4eceive a sufficient amount of proceeds to
satisfy lien obligations, let alone save them from complete
shutdown; and (c) even if the sale of Copperweld could be
achieved tomorrow, no authority exists allowing the Court to
force the Debtors to funnel proceeds from the sale of Copperweld
to the Debtors' integrated steel business and its creditors
prior to satisfying claims of Copperweld's creditors. (LTV
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


LTV CORP: Court Confirms Pension Eligibility for 4,800 Workers
--------------------------------------------------------------
A federal bankruptcy court in Youngstown, Ohio approved a
consent order agreed to late Thursday by the United Steelworkers
of America (USWA) and LTV Steel that will keep the company's
tubular division operating under the Union's contract, confirms
pension eligibility for 4,800 steelworkers, and will maintain
retiree health care coverage during the hot idle of steelmaking
facilities and likely for a few months after the company's
steelmaking operations have been shut down.

USWA President Leo W. Gerard issued the following statement in
reaction to the court's decision:

"We have managed, through the relentless efforts of our members
and their local and district leaders, to prevent the kind of
inhumane devastation that LTV's former management tried to
impose upon the workers and retirees of LTV. And thankfully we
were able to make the best of a tragic situation in time for the
holidays.

"But none of us should kid ourselves.  These hard-won
protections are only a holiday reprieve from an impending
retiree health care disaster that will engulf the entire
American steel industry, unless the federal government acts to
prevent 600,000 retirees from being victimized by unfair trade,
as workers and retirees at LTV already have been.

"Along with the families of these members and retirees and
steelworkers and retirees in communities throughout the country,
we must now hope and pray that President Bush, who has
acknowledged that decades of unfair trade are devastating the
American steel industry, will act quickly to implement tariffs
even stronger than those recommended by the ITC in order to
prevent thousands of more Americans from having their
livelihoods and health care destroyed.

"And what is happening at LTV shows that even strong tariffs
will not be enough.  There is no longer any question that
President Bush and Congress must work together to preserve
health care coverage for steelworker retirees, their surviving
spouses and dependents.  Unless they do, all 600,000 of these
families will become victims of the government's failure to
enforce our trade laws -- a failure that has already forced 13
steel companies to liquidate during this crisis.

"The loss of LTV, coming as it has on the cusp of Christmas, is
a particularly cruel fate, but one that dramatizes the need for
Washington to act early in the year to prevent it from becoming
the fate of hundreds of thousands of steelworkers, steelworker
retirees and the communities in which they live."

"The government's failure to enforce U.S. trade laws has created
this crisis.  The government has a responsibility to prevent any
more families from being victimized by it."


MARINER POST-ACUTE: Health Gets OK of 13th Amended DIP Financing
----------------------------------------------------------------
The Mariner Health Group Debtors sought and obtained an Order
approving a Thirteenth Amendment to the "Revolving Credit and
Guaranty Agreement" dated as of January 20, 2000  among MHG,
First Union National Bank, as Syndication Agent, PNC Capital
Markets, Inc. and First Union Securities, Inc. as Co-Arrangers,
and PNC Bank, National Association, as Administrative Agent and
Collateral Agent (as amended, the "DIP Agreement) which provides
for, among other things:

(a) an extension of the maturity of the DIP Agreement and the
     use of the Prepetition Senior Secured Lenders' cash
     collateral from December 31, 2001 to April 1, 2002;

(b) payment by the MHG Debtors to the DIP Lenders an amendment
     fee totaling $250,000;

(c) a $7,500,000 adequate protection payment by the MHG Debtors
     to the Prepetition Senior Secured Lenders, in partial
     satisfaction of the prepetition indebtedness due to them.

(d) modification of certain financial reporting requirements;

(e) modification of provisions relating to the Management
     Protocol to permit a reduction of the amount of the overhead
     payment that the MHG Debtors pay to Mariner Post-Acute
     Network, Inc., by $1 million per month. (Mariner Bankruptcy
     News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
     609/392-0900)


METALS USA: Continues to Employ Arthur Andersen as Accountants
--------------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates request for
authority from the court to continue employing the international
accounting firm Arthur Andersen LLP as accountant for Debtors-
in-Possession.

John A. Hageman, Esq., General Counsel of Metals USA, tells the
court that the Debtors' believe Andersen possesses the requisite
skills and is highly qualified to continue providing the Debtors
with auditing, accounting, financial reporting and tax
assistance. This, as the firm has been the Debtors' auditors and
tax advisors for several years now and thus understands the
Debtors' business. Thus, Mr. Hageman asserts, employing Andersen
will benefit the Debtors and is in the best interest of their
estates because the firm is familiar with the Debtors' business
and records.

The services that the Debtors expect from Andersen include:

A. Audit the Debtors' annual financial statements and perform
    other tasks related to auditing, accounting, financial
    reporting and tax services as required by the Debtor or the
    SEC;

B. Render accounting assistance in connection with reports and
    filings required by the court;

C. Assist and advise the Debtors on all tax matters;

D. Act as Debtors' contract tax department with functions
    including, preparation of all federal and state income and
    franchise tax reporting as well as related correspondence
    and response to subsequent notices and estimate tax
    payments and calculations for quarterly and income tax
    accounting for financial statements;

E. Consult with the Debtors' management and counsel on
    operational, financial and other business matters relating
    to accounting, auditing and general tax matters;

F. Consult with and advise the Debtors regarding financial
    reporting controls and procedures;

G. Consult and assist in research related to tax compliance
    issues and year-end tax planning;

H. Assist in tax matters in connection with potential
    acquisitions, dispositions or similar transactions;

I. Prepare any amended tax returns or applications for tax
    refunds;

J. Research and consult on compensation and benefit plan matters
    and preparation of annual benefit returns; and

K. Assist in other matters consistent with the above-mentioned
    and provide other auditing, accounting, financial reporting
    and tax services as may be requested by the debtors

Steven B. Brown, a Partner of the accounting firm Arthur
Andersen LLP, informs the court that during the 90-days period
prior to the Petition Date and the filing of the Chapter 11
cases, Debtors paid Andersen a total of $881,840 for various
pre-petition services including auditing and related tasks,
quarterly review and other consulting services, tax preparation
and tax planning.

For the current annual audit of financial statements, pursuant
to an agreement between the parties prior to the petition date,
Mr. Brown relates that the Debtors are being charged $550,000
plus out-of-the-pocket expenses. As of Petition Date, $275,000
of these services have been billed and provided to the Debtors.
Billings after the petition date for the audit services will be
charged $150 net rate per hour.

Mr. Brown submits that Andersen has also been commissioned to
conduct the annual audit of Debtors as well as the preparation
of Contract Tax Services including all federal and state income
and franchise tax report, tax payment estimates and annual
income tax calculation for the year ended December 31, 2001 for
a $490,000 fee plus out of pocket expenses. As of petition date,
$250,000 of these services have been billed to the Debtor and
$5,000 of these services had been provided to the debtors. Mr.
Brown explains that the $245,000 balance is a retainer to
expedite the filing of the tax returns in anticipation of net
operating loss refund.  Billings after applying the $245,000
credit will be charged $150 net rate per hour.

For services not specified, Andersen will charge the debtors
based on the current hourly rate for each professional that
renders the services. The current hourly rates of the Firm range
from:

               Partners    $544 to $653
               Managers    $391 to $634
               Associates  $136 to $336

The primary professional for the Debtors is Steve B. Brown,
whose hourly rate is $544.

Mr. Brown, for his part, states that Andersen does not have any
connection with the Debtors, their creditors or any other party
-in-interest in their Chapter 11 cases and thus is a
disinterested person. However, since the Debtors have not yet
completed compiling a list of their creditors, Andersen's
disclosure may require updating with any discovery of a
potential conflict of interest. (Metals USA Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Wants Approval of Proposed Claim Objection Protocol
----------------------------------------------------------------
In view of the number and magnitude of claims that involve
similar issues, and to bring its bankruptcy case to as swift a
resolution as possible, with minimum expenditure of judicial
time and estate resources, Pacific Gas and Electric Company
moves the Court for:

(1) authorization to file certain Preliminary Omnibus Objections
     to Claims without prejudice to debtor's right to file
     subsequent objections thereto, and

(2) an Order Waiving Compliance with Rule 26(a) and (f) of the
     Federal Rules of Civil Procedure in Certain Claims Objection
     Proceedings in this case.

Over 12,800 proofs of claim have been filed in the PG&E
bankruptcy case totaling many billions of dollars. Many of these
claims are duplicative, exaggerated and unsubstantiated and
will, PG&E believes, be disallowed by the Court. For allowance
and other purposes, the Court must determine the true value of
the large number of disputed claims against PG&E's estate. In
the absence of the relief sought, the claims resolution process
has the potential to consume enormous amounts of court time and
party resources and greatly delay the resolution of PG&E's case
at a time when substantial PG&E resources will need to be
devoted to the reorganization process.

By Motion, PG&E seeks the Court's approval to bifurcate the
claims objection process. PG&E seeks to file and seek
adjudication of certain preliminary "omnibus" or grouped
objections to claims on preliminary but potentially dispositive
grounds, without waiving the right to assert subsequent
substantive objections to the same claim if necessary. For
example, PG&E anticipates asserting preliminary objections on
the grounds, inter alia, that (1) certain claims are
duplicative; (2) certain claims have been satisfied or otherwise
resolved; and (3) certain claims are time-barred. In addition,
PG&E seeks an order waiving compliance with Federal Rule of
Civil Procedure Rule 26(a) and (f) because in a case with over
12,800 separate claims, strict compliance with these discovery
rules is burdensome, unnecessary and impractical.

Such a procedure is essential in the context of this very large
and complex case, PG&E tells Judge Montali.

PG&E's current analysis, while no means complete, demonstrates
that billions of dollars of the claims filed against PG&E's
estate are duplicative and unsubstantiated. In particular, the
Independent System Operator ("ISO"), the California Power
Exchange ("PX"), and many generators participating in those
markets have filed billions of dollars in claims for electricity
allegedly provided to PG&E pre- and post-petition. However, many
of these claims are duplications - both multiple claims by the
same entity and claims by the PX on behalf of generators, which
also filed individual claims. The duplication is at least $4
billion.

PG&E has filed objections to various large categories of claims
that include significant duplication. For example, PG&E has
filed objections to approximately 1,250 claims totaling over
$500 million for personal injury allegedly arising out of
exposure to Chromium (VI). The objections are based, inter alia,
on the duplicative and unsubstantiated nature of the claims.

PG&E's analysis is in its preliminary stages. However, the
examples demonstrate that, the proposed claims objection
procedure is warranted to allow the efficient and rapid
determination of certain preliminary objections, such as
objections based on duplication. Such objections can be quickly
adjudicated and will be dispositive in many cases. PG&E submits
that the procedures proposed in this Motion would facilitate the
efficient resolution of claims aggregating many billions of
dollars without a lengthy hearing on the merits.

As legal basis, PG&E draws the Court's attention to the
following:

        -- Section 105(a) of the Bankruptcy Code vests the Court
with authority to "issue any order ... that is necessary or
appropriate to carry out the provisions of this title."

        -- The Court has inherent power to manage its own
procedures. 501 U.S. 32, 43 (1991).

        -- The Court may bifurcate hearings on claims objections
under Bankruptcy Rule 7042(b).

        -- Strict compliance with Federal Rule of Civil Procedure
26(a) and (f) should be waived as compliance is burdensome,
unnecessary and impractical in view of the large number of
claims and the nature of Claim Objections Proceedings.

A hearing on this motion will be conducted on December 27, 2001
at 1:30 p.m. (Pacific Gas Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


POLAROID CORP: Plans to Sell Cambridge Property for $40 Million
---------------------------------------------------------------
Polaroid Corporation owns 50% interest in 784 Memorial, a non-
debtor and a limited liability company.  Polaroid and Spaulding
and Slye Memorial Drive LLC formed 784 Memorial to acquire, own,
hold, develop, lease, sell or dispose of an approximately 6-acre
parcel of land situated at 784 Memorial Drive in Cambridge,
Massachusetts.  Spaulding, which owns the other 50% interest,
acts as the managing partner of 784 Memorial.

According to Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Wilmington, Delaware, 784 Memorial's
Operating Agreement provides that "all property owned by 784
Memorial, whether real or personal, tangible or intangible,
shall be deemed to be owned by the Company as an entity, and no
Member, individually, shall have any ownership of such
property".  Furthermore, Mr. Galardi continues, Spaulding is
required to obtain Polaroid's approval before 784 Memorial can
sell a property interest.  In return, Mr. Galardi says, Polaroid
is expected to act in good faith consistent with the purposes of
the 784 Memorial Operating Agreement.

And so, Mr. Galardi tells the Court, 784 Memorial redeveloped an
existing historic building of 45,000 square feet on the site as
the headquarters office building for Polaroid.  Polaroid finally
occupied the building in August of 1998, Mr. Galardi says.  More
than a year later, Mr. Galardi relates, the building was sold to
an entity created by the Bulfinch Companies of Needham,
Massachusetts - subject to the continuing occupancy of the
building by Polaroid pursuant to a lease.  In April last year,
Mr. Galardi informs Judge Walsh that 784 Memorial obtained the
necessary permits and approvals for the development of the
balance of the site for:

     (a) two office buildings with a total of approximately
         94,000 square feet and accessory parking, and

     (b) 120 units of multi-family residential housing in three
         separate buildings.

Just this year, Mr. Galardi reports, the property was subdivided
to separate the future residential land from the commercial
land.  Since then, Mr. Galardi says, the two new office
buildings (then under construction) and the Commercial Site were
sold to an entity created by Alexandria Real Estate Equities - a
real estate investment trust specializing in research and
development properties throughout the United States.

This October, Mr. Galardi continues, 784 Memorial began
construction of the residential properties on the Residential
Site.  Construction is expected to end in February 2003.  But
before the construction began, Mr. Galardi relates that 784
Memorial - in consultation with Polaroid and Spaulding - began
exploring alternative options with respect to the Residential
Site.  Accordingly, Mr. Galardi notes, 784 Memorial began to
market the Residential Site during the ongoing design and
preparation for construction.  To date, Mr. Galardi tells the
Court, 784 Memorial has received 6 offers and expressions of
interest.

Of these offers, Mr. Galardi informs Judge Walsh that the
transaction proposed by the UNIDENTIFIED Purchaser provides the
greatest value to 784 Memorial.  Under the Transaction, Mr.
Galardi explains, the Purchaser will purchase the Residential
Site along with the current uncompleted construction project for
$40,000,000.  About $31,000,000 of the purchase price will be
placed in escrow to complete the current construction and
approximately $9,000,000 will be paid to 784 Memorial.

Pursuant to a construction management agreement, Mr. Galardi
clarifies that 784 Memorial will assume responsibility for the
timely completion of the ongoing construction project.  In turn,
Mr. Galardi adds, 784 Memorial plans to retain an affiliate of
Spaulding - S&S Boston Construction Limited Partnership - to
complete the ongoing construction project.  Also, Mr. Galardi
continues, the parent entity of Spaulding - Spaulding and Slye
LLC - will provide a guaranty of the obligations of 784 Memorial
under the construction management agreement.

Of the $9,000,000 to be distributed to 784 Memorial from the
purchase price, Mr. Galardi says $340,000 will be placed in
escrow to ensure completion of certain necessary off-site
improvements required by permits.  "An additional $1,000,000 in
closing costs, such as deed stamps and brokerage and legal fees
are also expected to be paid from the $9,000,000 to be paid to
784 Memorial - leaving approximately $7,650,000 to be
distributed to Spaulding and Polaroid," Mr. Galardi notes.
Polaroid and Spaulding expect to be paid $3,000,000 each within
30 days after the closing of the Transaction.  "The balance of
any net proceeds will be distributed to Spaulding and Polaroid
upon full completion of the project," Mr. Galardi adds.  Until
the construction ends, Mr. Galardi relates, 784 Memorial will
receive a return of the funds held in escrow for completion of
off-site projects, construction cost savings realized and any
remaining funds held in reserve.

Mr. Galardi makes it clear that the Debtors are not selling
property of the estate.  Rather, Mr. Galardi emphasizes, the
Debtors are giving their consent to the sale of property by 784
Memorial.  Thus, the Debtors request the Court to grant the
relief requested.

After due deliberation, Judge Walsh approves the Debtors'
decision to consent to the Transaction.  At the same time, the
Court authorizes the Debtors to take all necessary actions to
implement the Transaction.

Judge Walsh rules that any proceeds that the Debtors receive
should be paid to their pre-petition or post-petition lenders
pursuant to the DIP Financing Orders. (Polaroid Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


RADIOLOGIX: S&P Revises Outlook After Sale of $160M Senior Notes
----------------------------------------------------------------
Standard & Poor's revised its outlook on Radiologix Inc. to
stable from negative following the sale of the company's $160
million senior notes due in 2008 under rule 144A with
registration rights. On November 26, 2001 Standard & Poor's
stated that it would revise the outlook when the transaction was
completed, since it would alleviate refinancing concerns. At
the same time, Standard & Poor's withdraws its existing single-
'B'-plus bank loan rating on the credit facility that was repaid
with the proceeds from the new notes.

The speculative-grade ratings on Radiologix Inc. reflect the
company's effort, in the face of continuing cost-containment
pressures, to better capitalize on its position as a leading
operator of imaging centers.

Dallas, Texas-based Radiologix is a single-specialty radiology
service company that owns and operates 120 multi-modality
imaging centers in 18 states and the District of Columbia. The
company also provides administrative services to radiology
practices. During Radiologix's short operating history, it has
demonstrated the ability to consolidate, integrate, and operate
radiology and imaging centers successfully in different
locations, thereby reducing its dependence on any single market.

Nevertheless, the company remains susceptible to changing market
conditions.  As a result of greater acceptance of new imaging
modalities for the identification and treatment of disease,
reimbursement pressures have abated somewhat, but there is still
uncertainty regarding future government pricing policy.
Moreover, the company's managed-care payors may also intensify
cost-containment pressures, as they follow Medicare pricing.

Operating margins above 20% and cash flow interest coverage
above 3 times are sufficient for the rating category. The $160
million in senior unsecured notes due in 2008 refinanced the
existing bank facility, relieving concerns regarding near-term
principal payments. Cash on hand, cash flow from operations, and
a new $35 million revolving credit facility are expected to be
sufficient to meet near-term cash requirements.

                          Outlook: Stable

The ratings are expected to remain unchanged during the
intermediate term, given the ongoing challenges the company
faces in a difficult health care environment, albeit without the
pressure of near-term maturities and with more financial
flexibility.

                         Ratings Affirmed

      Radiologix Inc.
         Corporate credit         B+
         Senior secured           BB-
         Senior unsecured         B


SL INDUSTRIES: Bank Lenders Agree to Restructure Revolver
---------------------------------------------------------
SL Industries, Inc. (NYSE & PHLX:SL), on December 14, 2001,
entered into an agreement with its bank lenders to restructure
its revolving credit facility. The revisions to the credit
facility include, among other things, a replacement of the
financial covenants, a reduction in the size of the facility, an
acceleration of the maturity date to December 31, 2002, and a
pledge of additional collateral.

Under the amended and restated credit facility, the Company is
required to pay its lenders certain additional fees, as well as
an increased interest rate. The amount of the bank's commitment
was reduced to $39,000,000 on December 14, 2001, to $37,500,000
within ten business days thereafter, and will be reduced further
to $25,500,000 during the period March 1, 2002 through maturity.
Consistent with the past agreement, the Company would apply the
net proceeds in the event of the sale of a material part of its
business to repay loans outstanding and to reduce the size of
the credit facility pursuant to a pre-determined formula.

Owen Farren, President and Chief Executive Officer of SL
Industries, stated, "We are pleased to have successfully
concluded a new credit agreement. Throughout the many challenges
of the past year, the Company and its bankers have maintained a
constructive and positive relationship. The agreement that we
announce today affords the Company relaxed financial covenants
and ample liquidity to allow it to execute its business plan in
2002."

Farren continued, "While the amended credit facility provides
for stable financing over the next year, we are already
conducting discussions to explore a refinancing of the Company's
debt on a long-term basis. We are confident that SL Industries
will be able to secure adequate and economical debt financing to
support its operations and anticipated growth."

The Company also obtained a waiver, effective for the quarter
ended September 30, 2001, with respect to its default for
noncompliance with the financial covenants in the revolving
credit facility as then in effect. Management anticipates that
the Company will be in compliance with the quarterly financial
covenants in the revised credit facility at December 31, 2001,
and during each of the quarters in fiscal year 2002.

SL Industries, Inc. designs, manufactures and markets Power and
Data Quality (PDQ) equipment and systems for industrial,
medical, aerospace and consumer applications. For more
information about SL Industries, Inc. and its products, please
visit the Company's web site at http://www.SLpdq.com


SHEFFIELD STEEL: Employing Altman as Consultants and Advisors
-------------------------------------------------------------
Sheffield Steel Corporation wishes to retain and employ Jonathan
S. Altman, Gorgon A. Lewis III and Brian D. Maloney, and other
professionals of the firm Altman and Company as consultants and
financial advisors.

In its Application to the U.S. Bankruptcy Court for the Northern
District of Oklahoma, Sheffield Steel says that they have
selected Altman because of its extensive experience with complex
Chapter 11 business reorganizations. Altman has also been
familiar with the Debtors' steelmaking business and many other
potential issues that may arise in the course of the
reorganization.

The Debtors expect that Altman will render services, including,
but not limited to:

    (a) preparing schedules and statements and other financial
        information required during their Chapter 11 cases;

    (b) advising the Debtors concerning the restructuring and
        improvement of their business operations;

    (c) assisting the Debtors in negotiating a plan of
        reorganization;

    (d) appearing in court and testifying if necessary during the
        course of these cases;

    (e) assisting the Debtors with the disposition of assets by
        sale or otherwise, as appropriate; and

    (f) performing all other financial advisory services for the
        Debtors which may be necessary during these cases.

Subject to Court approval, the Debtors seek that Altman be
compensated on an hourly basis, plus reimbursement of the actual
and necessary expenses Altman incurs. The firm advised the
Debtors that the current hourly rates applicable to the persons
proposed to advise or represent the Debtors are:

           Professsional                  Rate per Hour
           -------------                  ------------
           Jonathan S. Altman             $425
           Gordon A. Lewis III            $275
           Brian D. Maloney               $225

The Debtors said that the rates are subject to periodic
adjustments in the ordinary course of Altman's business.

Sheffield Steel Corporation, a leading regional mini-mill
producer of steel products and has been in the steel making
business for over 69 years, filed for chapter 11 protection on
December 7, 2001 in the U.S. Bankruptcy Court for the Northern
District of Oklahoma. Neal Tomlins, Esq. at Tomlins & Goins
represents the Debtors in their restructuring effort. When the
Company filed for protection from its creditors, it listed an
approximate assets of $117,000,000 and $186,000,000 approximate
debts.


SWAN TRANSPORTATION: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Swan Transportation Company
         5949 Sherry Lane, Suite 1400
         Dallas, Texas 75225

Bankruptcy Case No.: 01-11690-PJW

Chapter 11 Petition Date: December 20, 2001

Court: District of Delaware

Judge: Peter J. Walsh

Debtor's Counsel: Tobey Marie Daluz, Esq.
                   Kurt F. Gwynne, Esq.
                   Reed Smith LLP
                   1201 market Street, Suite 1500
                   Tel: 302 778 7534
                   Fax: 302 778 7575

                          -and-

                   Samuel M. Stricklin, Esq.
                   Neligan, Tarpley, Stricklin, Andrews &
                   Folley, LLP
                   1700 Pacific Ave., Suite 2600
                   Dallas, Texas 75201
                   Tel: 214 840 5300
                   Fax: 214 840 5301

Estimated Assets: more than $100 million

Estimated Debts: more than $100 million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Regina L. Beard             Personal Injury       $13,899,991
John R. Fabry
8441 Gulf Freeway
Suite 600
Houston, TX 77015-5001
Tel: 713 230 2200
Fax: 713 643 6226

Gary Beard                  Personal Injury       $5,432,922
John R. Fabry
8441 Gulf Freeway
Suite 600
Houston, TX 77017-5001

Henry F. Ivy                Personal Injury       $3,632,134
Russell W. Budd
3102 Royal Oak Lawn Ave.
Suite 1100
Dallas, TX 75219-4281
Tel: 214 521 3605
Fax: 214 523 9157

James E. Blackburn          Personal Injury       $2,884,100
Russell W. Budd
3102 Royal Oak Lawn Ave.
Suite 1100
Dallas, TX 75219-4281
Tel: 214 521 3605
Fax: 214 523 9157

Henry Barren                Personal Injury       $2,996,085
Russell Budd
3102 Royal Oak Lawn Ave.
Suite 1100
Dallas, TX 75219-4281
Tel: 214 521 3605
Fax: 214 523 9157

Douglas Seals               Personal Injury       $1,376,460
Russell Budd
3102 Royal Oak Lawn Ave.
Suite 1100
Dallas, TX 75219-4281
Tel: 214 521 3605
Fax: 214 523 9157

Arthalia Porter, Jr.        Personal Injury       $1,355,303
Russell Budd
3102 Royal Oak Lawn Ave.
Suite 1100
Dallas, TX 75219-4281
Tel: 214 521 3605
Fax: 214 523 9157

John Hayes                  Personal Injury       $1,302,149
Russell Budd
3102 Royal Oak Lawn Ave.
Suite 1100
Dallas, TX 75219-4281
Tel: 214 521 3605
Fax: 214 523 9157

John W. Worley              Personal Injury       __________
Jimmy Negem
440 South Vine
Tyler, Texas 75702
Tel: 903 595 4466
Fax: 903 593 3266

Denverd L. Gentry           Personal Injury       __________
Jimmy Negem
440 South Vine
Tyler, Texas 75702
Tel: 903 595 4466
Fax: 903 593 3266

Doyle J. Bennett            Personal Injury       __________
Jimmy Negem
440 South Vine
Tyler, Texas 75702
Tel: 903 595 4466
Fax: 903 593 3266

Oscar L. Bell, Jr.          Personal Injury       __________
Jimmy Negem
440 South Vine
Tyler, Texas 75702
Tel: 903 595 4466
Fax: 903 593 3266

Robert Brown, Jr.           Personal Injury       __________
Shelton Smith
909 Fannin Street
Suite 3850
Houston, TX 77010
Tel: 713 659 2727
Fax: 713 569 2813

Freddy McLemore             Personal Injury       __________
Shelton Smith
909 Fannin Street
Suite 3850
Houston, TX 77010
Tel: 713 659 2727
Fax: 713 569 2813

Ezequiel Ramirez            Personal Injury       __________
Shelton Smith
909 Fannin Street
Suite 3850
Houston, TX 77010
Tel: 713 659 2727
Fax: 713 569 2813

Garland Wheeler             Personal Injury       __________
Shelton Smith
909 Fannin Street
Suite 3850
Houston, TX 77010
Tel: 713 659 2727
Fax: 713 569 2813

William Meekings            Personal Injury       __________
John R. Fabry
8441 Gulf Freeway
Suite 600
Houston, TX 77017-5001
Tel: 713 230 2200
Fax: 713 643 6226

Vivien Gilstrap             Personal Injury       __________
John R. Fabry
8441 Gulf Freeway
Suite 600
Houston, TX 77017-5001
Tel: 713 230 2200
Fax: 713 643 6226

Johnny Wilson               Personal Injury       __________
John R. Fabry
8441 Gulf Freeway
Suite 600
Houston, TX 77017-5001
Tel: 713 230 2200
Fax: 713 643 6226


UNISYS CORP: S&P Assigns BB+ Ratings on Senior Unsecured Notes
--------------------------------------------------------------
Standard & Poor's assigned its double-'B'-plus rating to Unisys
Corp.'s $150 million senior unsecured notes due January 15,
2005, and affirmed its double-'B'-plus corporate credit, senior
unsecured, and senior unsecured bank loan ratings.

The outlook is stable.

Unisys Corp.'s ratings reflect an improving business profile of
Unisys' information services segment, coupled with a
strengthened financial profile. The majority of Blue Bell,
Pennsylvania-based Unisys business is derived from its growing
information services and customer support segment, with
reduced dependence on hardware systems. Even with currently weak
industry conditions, Unisys has demonstrated good operating
performance. While revenue growth could be slower than expected
in some quarters, operating margins before depreciation and
amortization are expected to remain in the low-teens percentage.

Improved profitability, significant debt reductions, and the
conversion of the remaining shares of preferred stock have
strengthened cash flow protection. Coverage of interest from
earnings before interest, taxes, depreciation, and amortization
should remain in excess of 5 times, while funds flow from
operations to total debt (including capitalized operating
leases) is expected to exceed 40%.

Cash balances of $220 million as of Sept. 30, 2001, and
availability under a $450 million bank facility should provide
Unisys with sufficient liquidity.

                        Outlook: Stable

The current ratings incorporate the assumption that Unisys will
continue to improve its market position and maintain an
appropriate financial profile.


VSOURCE INC: Restructures Key Management to Set New Direction
-------------------------------------------------------------
Vsource, Inc. (Nasdaq: VSRC), a market leader in providing
customized Business Process Outsourcing (BPO) and Distribution
Services into Asia-Pacific, announced the move of its corporate
headquarters from Ventura, Calif. to San Diego, effective as of
Thursday.  In addition, the company has announced a
restructuring of some of its key management to better serve the
new direction of the organization and its related business
model.

Dennis Smith, the company's vice-chairman and chief strategy
officer, has been named Vsource's chief financial officer.  Jack
Cantillon has been promoted from senior vice president to the
company's chief operating officer. Sandy Waddell, who formerly
served as Vsource's chief financial officer out of its Ventura
office, will remain with the company in a consulting role.

"Consolidation of our Ventura and San Diego offices and the
restructuring of our key management are moves that will better
position the company to more effectively operate under our
current and future business model," said Phil Kelly, co-chairman
and CEO of Vsource, Inc.  "These moves not only serve as cost-
savings initiatives but are ones that strategically position our
organization for the future while uniting our resources into a
singular U.S. location."

The new office is located at 16875 West Bernardo Drive, Suite
250, San Diego, CA 92127.  Vsource headquarters can be contacted
at (858) 618-5884, and via fax at (858) 618-5904, or
http://www.vsource.com

Vsource, Inc., based in San Diego, Calif., focuses on providing
Business Process Outsourcing (BPO) and Distribution Services to
Fortune 500 and Global 500 organizations wanting to expand into
or across Asia-Pacific or streamline their existing operations
into the region.  Vsource's range of services and infrastructure
include traditional BPO services: Payroll and Financial
Services, Customer Relationship Management (CRM) and Supply
Chain Management (SCM), as well as Distribution Services, which
include Sales and Marketing Services, Market Research and
Operations Solutions.  Vsource has offices in the United States,
Hong Kong, Singapore, Malaysia (including a 39,000-square-foot-
customer center) and Japan.  Vsource's customers include
Gateway, AIG, Agilent Technologies, EMC, Network Appliance,
Cosine Communications, Credit Suisse First Boston, HSBC
Investment Bank Asia, Miller Freeman, and other Fortune
500/Global 500 companies.

As of October 31, 2001, the company reported an upside-down
balance sheet, with total stockholders equity deficit of about
$9 million. In addition, the company's liquidity position is
strained with a working capital deficit of around $4 million.

For more information, visit the company's Web site:
http://www.vsource.com


VANGUARD AIRLINES: Files Revised Application for Loan Guarantees
----------------------------------------------------------------
Vanguard Airlines, Inc. (OTC Bulletin Board: VNGD) has submitted
a revised application for federal loan guarantee assistance
under the Air Transportation Safety and System Stabilization
Act. The revisions were made in response to comments from the
Air Transportation Stabilization Board (ATSB).

In the revised application, Vanguard has reduced the percentage
of a loan that it is requesting be guaranteed. The Company has
also offered compensation to the government for the loan
guarantee in the form of cash fees and warrants to purchase a
significant stake in the airline.

"Vanguard has put together a comprehensive restructuring package
using the federal loan guarantee assistance," said Scott
Dickson, CEO and President of Vanguard Airlines. "Based upon
discussions with the ATSB, the Board has indicated it did not
support a structure - such as we originally proposed -- whereby
private at-risk capital was combined with fully-guaranteed bank
financing. We have, therefore, revised our application to reduce
the federally guaranteed percentage.  We have also offered to
provide the government significant compensation for the loan
guarantee. Vanguard also continues to pursue additional private
capital apart from the loan guarantee process.

"We believe our revised application is in direct fulfillment of
the intention of the Air Transportation Safety and System
Stabilization Act.  We do not believe the Act was intended just
to lower the cost of borrowing by established airlines who do
not need the Act in order to access capital.  We believe the
intention of the Act is to ensure a viable and competitive
airline industry for all Americans, by restoring access to the
capital markets to airlines that lost such access as a result of
the horrendous tragedy on September 11 and who promote a
vigorous and viable national airline industry. We believe there
is no airline who is more deserving of this assistance than
Vanguard, an airline that offers consumers affordable air fares;
that lost financing as a result of the September 11 attacks; and
that has itself been the target of allegedly predatory
activities by a major airline.  Despite the September attacks,
we have continued our substantial progress in completing
Vanguard's business turnaround, with dramatically improved
reliability and customer service, and significant year-over-year
increases in load factor.

"The federal guarantees we are seeking are a very small
investment compared to the very large savings Vanguard  creates
for the American public through our impact on competition, and a
very small investment compared to the federal grants already
extended to the nation's largest airlines. We believe the
approval of our revised loan guarantee application is in the
best interest of the traveling public and the American airline
industry."

Vanguard Airlines, Kansas City's Hometown Airline, provides
convenient all-jet service to 15 cities nationwide: Atlanta,
Austin, Buffalo/Niagara Falls, Chicago-Midway, Colorado Springs,
Dallas/Ft. Worth, Denver, Fort Lauderdale, Kansas City, Las
Vegas, Los Angeles, New Orleans, New York- LaGuardia, Pittsburgh
and San Francisco. Service to Fort Lauderdale began on December
10 and service to Colorado Springs began on December 20.
Vanguard offers low fares with no advance-purchase requirements,
advanced seat assignment and extra legroom on all flights, with
a fleet of eight Boeing 737s and five Boeing MD-80-series
aircraft which feature SkyBox? Business Class service. For more
information or to make reservations online, visit Vanguard's Web
site at http://www.flyvanguard.com


WARNACO: Court Approves Rejection of Fruit of the Loom Agreement
----------------------------------------------------------------
The Warnaco Group, Inc., and its debtor-affiliates dispute Fruit
of the Loom's allegations that it's entitled to administrative
priority.

According to Shalom L. Kohn, Esq., at Sidley, Austin, Brown &
Wood, in New York, New York, Fruit of the Loom's claim is no
different than the right of any other creditor under a pre-
petition agreement.  Mr. Kohn notes that the Fruit of the Loom
License Agreement was terminated on May 21, 2001 and the only
obligation under the Settlement Agreement was Warnaco's
obligation to pay money to Fruit of the Loom.  Thus, Mr. Kohn
contends, the parties had no ongoing executory relationship
after May 21, 2001.  Therefore, Mr. Kohn concludes, Fruit of the
Loom did not confer any benefit on Warnaco's estate post-
petition under the Settlement Agreement.

Furthermore, Mr. Kohn asserts, the Delaware Bankruptcy Court's
approval of the Settlement Agreement in Fruit of the Loom's
chapter 11 cases did not and cannot deprive Warnaco of its
independent statutory right in its own chapter 11 proceeding to
seek to reject the Settlement Agreement.

In addition, Mr. Kohn notes, Fruit of the Loom's assertion that
its own status as a debtor-in-possession and a "balancing of the
equities" should preclude Warnaco's rejection of the Settlement
Agreement is inconsistent with any standard for evaluating
rejection motions.  "The applicable legal standard is the
business judgment test -- whether the rejection will benefit
Warnaco's estate," Mr. Kohn clarifies.  With the rejection of
the Settlement Agreement, Mr. Kohn reiterates that the Debtors
will save $1,200,000.  "This is clearly a sound exercise of
business judgment," Mr. Kohn insists.

Moreover, Mr. Kohn reminds the Court that a licensor's claim for
payments coming due post-petition under a rejected pre-petition
license agreement constitutes a general unsecured claim.  "It's
not an administrative claim," Mr. Kohn emphasizes.  According to
Mr. Kohn, this is particularly true in this case where the
parties' licensing arrangement was terminated pre-petition and
the only residual obligation between the parties was the
requirement that Warnaco make periodic payments to Fruit of the
Loom.

Thus, the Debtors assert that their motion to reject the
Settlement Agreement should be granted while Fruit of the Loom's
motion for payment of $1,200,000 administrative expense should
be denied.

                 Committee Backs Debtors' Arguments

After reviewing the Debtors' response, the Official Committee of
Unsecured Creditors of The Warnaco Group decides to support all
of the Debtors' arguments.  "The relief sought by Fruit of the
Loom is not authorized under the Bankruptcy Code," according to
Lisa M. Golden, Esq., at Jaspan Schlesinger Hoffman LLP, in
Garden City, New York.  Thus, the Committee asks the Court to
deny Fruit of the Loom's request for administrative payment.

                  Fruit of the Loom's Rejoinder

Fruit of the Loom argues that the Debtors ignores the body of
case law holding that an administrative expense is properly
awarded for a debtors' post-petition use of a licensor's
intellectual property.  "The Debtors do not and cannot dispute
that Warnaco's estate received substantial post-petition
benefits from Fruit of the Loom under the Agreement," Matthew B.
King, Esq., at Wolman, Babitt & King, LLP, in New York, New
York, tells the Court.  For this reason, Mr. King asserts that
Fruit of the Loom is entitled to an administrative expense.

"The key point that Debtors ignore, however, is that at least
one court has held that where two separate chapter 11 debtors
are parties to an agreement, and one seeks to reject it while
the other opposes rejection, the court should balance the
equities and the interests of the debtors," Mr. King points out.

Regardless of whether the Agreement is appropriately rejected,
Mr. King contends, the fact that one body of chapter 11
creditors has already received the full benefits of the
Agreement post-petition and seeks to deprive another body of
chapter 11 creditors of their rights under the Agreement
provides another equitable reason to award Fruit of the Loom its
administrative expense.

Furthermore, Mr. King says, the Debtors were not entirely
truthful regarding the Delaware Bankruptcy Court's order.  As
Debtors partially disclose, Mr. King relates, the Delaware
Bankruptcy Court did enter an order approving the Agreement; but
it also entered an order approving the entry of the Agreement as
a stipulated order of the Court - which means that Warnaco
consented to the Agreement.

                        *     *     *

To end the debate, Judge Bohanon finally puts his foot down and
rules in favor of the Debtors.  The Court approves the Debtors'
rejection of the Agreement.  At the same time, the Court
overrules Fruit of the Loom's objection and request for
administrative payment. (Warnaco Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WEBVAN GROUP: Wants Lease Decision Period Extended to January 9
---------------------------------------------------------------
Webvan Group, Inc. requested the U.S. Bankruptcy Court for the
District of Delaware to further extend their time to assume or
reject unexpired leases of non-residential real property. The
Debtors wishes to extend their Lease Decision Period deadline
through the confirmation of the Debtors' Amended Plan of
Liquidation or until January 9, 2002.

The Debtors are in the process of concluding the sale of certain
equipment. These equipment are kept at many of the Unexpired
Lease locations and in order to complete the sales, it is
important that the buyers be able to retrieve the equipment at
these locations.

Webvan Group, Inc., an Internet retailer offering delivery of
consumer products through an innovative proprietary business
design that integrated its webstore, distribution facility and
delivery system, filed for chapter 11 protection on July 13,
2001 in the Bankruptcy Court for the District of Delaware. Laura
Davis Jones, Esq., at Pachulski Stang Ziehl Young & Jones, P.C.,
represents the Debtors in their restructuring effort.


WHEELING-PITTSBURGH: Court Okays GRC to Sell Brook County Assets
----------------------------------------------------------------
After consideration of Wheeling-Pittsburgh Steel Corp.'s
Application and the response to it by the Official Committee of
Unsecured Noteholders, Judge Bodoh grants the Motion and
authorizes WPC to sell the Brook County properties and to pay a
commission to General Realty equal to 6% of the sales price. The
net proceeds of the sale are to be applied according to the
terms of the DIP Credit Agreement of November 2000. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WINSTAR COMMS: IDT Corporation Takes Over Operating Assets
----------------------------------------------------------
IDT Corporation (NYSE: IDT and IDT.B) announced that it has
acquired substantially all the operating assets of Winstar
Communications, Inc., pursuant to a sale order by the US
Bankruptcy Court in Winstar's ongoing bankruptcy proceedings.

The purchase price is $42.5 million and is to be paid $30
million in cash and $12.5 million (twelve and a half) in IDT
Class B Common Stock.

"This is an incredible deal. It might not top the Dutch settlers
buying the Island of Manhattan for twenty four dollars, but it
comes pretty close," said IDT Chairman Howard Jonas. "With
almost $5 billion in assets and about $200 million in annual
revenue, Winstar has great potential. And I have a plan to make
it a very profitable venture."

IDT also announced that it has named a new management team for
Winstar to begin implementing IDT's plan to lead the company to
profitability. Charles Garner, CEO of IDT Ventures will be
Winstar' s Interim CEO and Moshe Kaganoff has been named Interim
President. As part of the deal, IDT has agreed to invest $60
million into Winstar to be used as working capital.

"Winstar represents much more than the acquisition of $5 billion
dollars in assets. It's a vital going concern with valuable
customers and employees," said Charles Garner, Winstar's Interim
CEO. "Our goal is to service the company's existing customers
and to grow our business and workforce over time."

Winstar Communications operates as a Competitive Local Exchange
Carrier (CLEC ) in 50 states using fixed wireless technology.
The company's core business is providing telephone and data
services to enterprise customers. "The Holy Grail for the
telecom industry has always been in finding a reliable and
practical solution for bridging the elusive "last mile", the
term used for the distance between our switch and the customer's
telephone," said Jim Courter IDT's CEO and Vice Chairman.
"Winstar's fixed wireless technology offers a solid last mile
solution and is a great fit with IDT's long distance services
and extensive fiber assets. It allows us to offer a full
spectrum of voice and data services to business customers." As
part of the Sale Agreement IDT has agreed to give 5 % of the
equity of the new Winstar operations to a group of creditors of
Winstar during the Bankruptcy. IDT Corporation will retain the
remaining 95 % of the equity.

IDT is a leading facilities-based, multinational carrier that
provides a broad range of telecommunications services to its
retail and wholesale customers worldwide.

Through its own national telecommunications backbone and fiber
optic network infrastructure, IDT provides its customers with
integrated and competitively priced international and domestic
long distance telephony and prepaid calling cards. IDT Ventures
is the IDT subsidiary responsible for the Company's initiatives
outside of its core telecom business. Through its IDT
Investments subsidiary, IDT has equity interests in several
telecom and Internet-related companies.


* BOND PRICING: For the week of December 24 - 28, 2001
------------------------------------------------------
Following are indicated prices for selected issues:

Amresco 9 7/8 '05               29 - 32(f)
Asia Pulp & Paper 11 3/4 '05    25 - 27(f)
AMR 9 '12                       91 - 93
Bethlehem Steel 10 3/8 '03       10 - 12(f)
Chiquita 9 5/8 '04              85 - 87(f)
Conseco 9 '06                   40 - 44
Enron 9 5/8 '03                 17 - 19(f)
Global Crossing 9 1/8 '04        9 - 10
Level III 9 1/8 '04             47 - 50
McLeod 11 3/8 '09               23 - 25
NWA 8.70 '07                    78 - 80
Owens Cornig 7 1/2 '05          33 - 35(f)
Revlon 8 5/8 '08                40 - 42
Royal Caribbean 7 1/4 '18       72 - 76
Trump AC 11 1/4 '06             63 - 65
USG 9 1/4 '01                   74 - 76(f)
Westpoint 7 3/4 '05             33 - 35
Xerox 5 1/4 '03                 92 - 94

                           *********

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
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                      *** End of Transmission ***