TCR_Public/011231.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 31, 2001, Vol. 5, No. 254

                            Headlines

360NETWORKS: Court Approves Settlement Pact with Williams Comms.
AMC ENTERTAINMENT: Plans to Sell $150M 10-Year Bonds in 2002
ASSOCIATED MATERIALS: S&P Puts Low-B Ratings on Watch Developing
BHF-BANK: Fitch Junks Rating Over Deteriorating Profitability
BETHLEHEM STEEL: Selling Nitrogen Oxide Allowances for $6MM

BRIDGE INFO: Court Okays BSG's Engagement as Balloting Agent
BURLINGTON: Gets Approval to Hire Ordinary Course Professionals
BUYERS UNITED: Restructures Demand Notes & Cuts Operating Costs
CALYPTE BIOMEDICAL: Calls on Townsbury to Make Equity Investment
COMPANHIA SUZANO: Fitch Ratchets Secured Export Notes Up to BB

CONSUMER PORTFOLIO: Fitch Ratchets Junk Ratings Down A Notch
CORAM HEALTHCARE: Confirmation Blow-Up Isn't Helping Company
COVAD COMMS: Chanin Capital Distributes Payments to Bondholders
ECHOSTAR: Inks Pact with Vivendi for $1.5 Billion Investment
ECHOSTAR DBS: S&P Rates $700MM Senior Unsecured Notes at B+

ENRON CORPORATION: Seeks Approval of Proposed Notice Procedures
GENEVA STEEL: Amends Forbearance Pact with Term Loan Lenders
GENSCI REGENERATION: Case Summary & Largest Unsecured Creditors
GLOBIX CORP: Considers Bankruptcy Filing with Prepackaged Plan
GOOD SAMARITAN: Fitch Affirms BB+ Rating On Mass. Revenue Bonds

HAYES LEMMERZ: Brings-In Lazard for Advice on Financial Matters
IMP INC: Subba Mok Takes Over 72% Controlling Equity Interest
INTERTAPE POLYMER: Refinances Credit Facilities & Senior Notes
JAM JOE: Requesting Delaware Court to Extend Exclusive Periods
LERNOUT & HAUSPIE: Will Decide on Leases on Confirmation Date

LONE STAR: S&P Drops Ratings Over Financial Policy Concerns
MCMS INC: Wishes to Extend Plan Filing Period through January 15
MAGNUM HUNTER: S&P Places Low-B Ratings on Watch Positive
MARINER POST-ACUTE: Intercompany Claims Bar Date Moved to Jan 22
MATLACK SYSTEMS: Pushing for Third Extension of Removal Period

METALS USA: Bank of America Proposes to Set-Off Mutual Debts
MYWEB INC.COM: No Longer Complies with AMEX Listing Guidelines
NATIONSRENT: Will Continue Existing Workers Compensation Program
NET2000: Wants Extension of Schedules Filing Deadline to Dec. 31
OMNI ENERGY: Completes Restructuring of Senior Credit Facilities

PACIFIC GAS: Parent & Committee Ink Plan Support Agreement
POLAROID CORP: Int'l Specialty Calls for Decision on Contract
RESIDENTIAL ACCREDIT: Fitch Downgrades 1999-QS13 Due to Losses
STANDARD MOTOR: S&P Concerned About Subpar Credit Measures
SUN HEALTHCARE: Enters Pact to Reduce Insurers' Claim to $1MM

TXU ELECTRIC: Reaches Agreement to Sell 2 Power Plants to Exelon
TELESYSTEM INT'L: Clarifies Intentions Re ClearWave Conv. Loans
TREESOURCE: Bankruptcy May Cripple Ability to Fully Utilize NOLs
UNIVERSAL AUTOMOTIVE: Exercise Period for Warrants Extended
WAVERIDER COMMS: Fails to Meet Nasdaq Listing Requirements

* BOND PRICING: For the week of Dec. 31, 2001 - January 2, 2002

                            *********

360NETWORKS: Court Approves Settlement Pact with Williams Comms.
----------------------------------------------------------------
Judge Gropper approved the Settlement Agreement entered into by
360networks, inc., and its debtor-affiliates, with Williams
Communications LLC. Prior to petition date, Williams
Communications LLC, had 20 agreements and amendments with the
Debtors, in which the Debtors and Williams would provide each
other with conduits, unactivated fiber, and collocation space,
perform construction services and provide maintenance services.

Moreover, Williams asserted in Court that 360networks inc., and
its debtor-affiliates are in default under certain of the
Agreements. Thus, to resolve this dispute, the parties
negotiated into a settlement agreement.

According to Shelley C. Chapman, Esq., at Willkie, Farr &
Gallagher, in New York, New York, the Court's approval of the
Settlement Agreement will provide a substantial benefit to the
Debtors and their estates:

    (1) the Debtors would retain a substantial customer and retain
        and obtain indefeasible rights to use vital components of
        their network without costly litigation.

    (2) the Debtors would enter into certain maintenance
        agreements with Williams, which would provide the Debtors
        with future revenues.

    (3) the Debtors would receive a net benefit of over $1,000,000
        in current amounts due upon approval of the Settlement
        Agreement.

    (4) the Debtors will be able to effectively suspend payments
        for certain unused collocation space from Williams while
        retaining the right to obtain and use such space when
        needed in the future for a significantly smaller
        reservation fee.

The Settlement Agreement, which provides a substantial benefit
to the Debtors, has these salient provisions:

      (a) All of the Agreements would be treated as executory
          contracts for the purposes of the Settlement Agreement
          only, with no admission being made with respect to the
          characterization of any other contracts or agreements of
          the Debtors;

      (b) All of the Agreements would be assumed (as modified);

      (c) Upon the Closing, the Parties shall execute two
          additional maintenance agreements, for the Portland-
          Sacramento route and the Chicago route, and 360 USA
          shall renew the Reno-Sacramento License;

      (d) All payments due on or before August 31, 2001, with
          respect to any Assumed Contract or any New Contract,
          including but not limited to all lease payments, O&M
          payments, basic collocation charges, splicing and
          interconnection charges, cable installation, duct lease
          payments, duct purchase payments, IRU payments and any
          other periodic payments, shall be netted and mutually
          discharged as of the Closing, and any difference shall
          be irrevocably discharged by the Parties;

      (e) The Parties would remain liable only for ongoing
          obligations and payments under the Assumed Contracts
          other than the 360 Fixed Payments and Williams Fixed
          Payments. The Debtors believe these obligations and
          payments to be minimal; and

      (f) The collocation space currently provided by Williams and
          not in use by 360 USA on the Atlanta-Jacksonville-Miami
          route and the Dallas-Houston-Atlanta-D.C. route
          (including adjacent spurs) would be terminated and 360
          USA would be granted of right of first refusal on such
          collocation space for a significantly smaller
          reservation fee. (360 Bankruptcy News, Issue No. 16;
          Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMC ENTERTAINMENT: Plans to Sell $150M 10-Year Bonds in 2002
------------------------------------------------------------
DebtTraders reports that AMC Entertainment is mulling the sale
of its $150 million ten-year bonds in 2002 despite a wave of
bankruptcies by other cinema companies. The report also says
that the company will use the proceeds from the sale to help pay
its purchase of theater operator GC Companies for $195 million.

DebtTraders analysts Blythe Berselli and Daniel Fan advise that
the price of AMC's 9.500% bonds due on February 1, 2011 has
recovered to 97.5 from a low of 57 since the beginning of the
year. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=AMC2


ASSOCIATED MATERIALS: S&P Puts Low-B Ratings on Watch Developing
----------------------------------------------------------------
Standard & Poor's placed its ratings on Associated Materials
Inc. on CreditWatch with developing implications.

The action follows the company's announcement that it has
engaged Salomon Smith Barney Inc. to assist it in evaluating
strategic alternatives, including a possible sale of the
company. Developing implications mean that the ratings could be
raised, lowered, or affirmed depending on the outcome of the
company's strategic review.

Purchase by a financially strong competitor or entity with
complementary businesses that enhances the company's business
profile would improve the chances for an upgrade. Conversely,
combination with a firm in a leveraged transaction, or with a
more heavily indebted company, could lead to a downgrade.

Dallas, Texas-based Associated Materials is a medium-size
manufacturer of vinyl siding and windows used primarily in
residential repair and remodeling. Products are distributed
through more than 80 company-owned supply centers across the
U.S. The company also manufactures electrical cable used in
mining, offshore drilling, transportation, and other specialty
industries. The company has performed well over the past few
years, producing credit measures above current rating category
medians. However, the company's below-average business profile
has limited upside rating potential.

Standard & Poor's will monitor developments and make a ratings
decision when details of a potential transaction are known.

                   Ratings Placed on CreditWatch
                    with Developing Implications

       Associated Materials Inc.                  Ratings
          Corporate credit rating                    BB
          Senior secured bank loan rating            BB+
          Subordinated debt                          B+


BHF-BANK: Fitch Junks Rating Over Deteriorating Profitability
-------------------------------------------------------------
Fitch, the international rating agency, downgraded the
individual rating of BHF-Bank (BHF) to 'C' from 'B/C'. The
bank's long-term rating of 'A+', short-term of 'F1' and support
of '3' are affirmed. The Rating Outlook for the Long-term rating
remains Stable.

The rating action reflects the deterioration of BHF's underlying
profitability in 2001, with reduced commission and trading
revenue from equity markets business hitting earnings, while the
corporate banking division continued to produce poor results,
suffering from persistently high loan loss provisions. The sharp
fall in equities market activity in 2001, combined with a
decrease in stock market values, has had a negative impact on
most of BHF's divisions.

Following the sale of BHF USA, effective at end-June 2001, the
bank has foregone approximately EUR100mln in revenues, mainly in
commission and interest income. It has also shed some expenses,
although total costs remained fairly flat at the Q3 stage in
2001. BHF's capitalization is low for a bank of this type
compared internationally, but would be raised to a more
satisfactory level if it realized 'hidden reserves' in its
equities portfolio. Extraordinary income from the sale of
participations (around EUR300 million in 2000, and EUR205
million in 3Q01) has contributed to a strong bottom line
performance, but this has not helped capitalization because ING
has taken a fairly hefty dividend.

With the sale of BHF USA to Deutsche Postbank and transfer of
the poorly performing UK corporate portfolio to ING, BHF's asset
quality has improved and credit risk is reduced. However, the
resulting concentration on the German market leaves BHF more
exposed to shocks in the German economy. In 2001, loan loss
provisions are likely to exceed EUR200mln as a result of
difficulties in the US portfolio and domestic corporate book.
Although the US operation has now been sold, BHF has retained
some of the risk on corporate lending. The domestic corporate
loan book is also being gradually unwound, but the global
economic downturn, which is hitting Germany harder than most
other European countries, is likely to take its toll on the
remaining portfolio. While Fitch expects loan loss provisions to
fall somewhat in 2002, they are likely to remain relatively
high.


BETHLEHEM STEEL: Selling Nitrogen Oxide Allowances for $6MM
-----------------------------------------------------------
Nitrogen Oxide Allowances are the "limited authorization to emit
1 ton of NO [oxides of nitrogen] during a specified NO allowance
control period."  In Pennsylvania, Nitrogen Oxide Allowances are
allocated by the state's Department of Environmental Protection,
issued to a company for use during specified future years based
on the company's historic use in operating certain fossil fuel
fired combustion units and electric generating facilities.
Allocation is completed when the Pennsylvania Department of
Environmental Protection causes the Nitrogen Oxide Allowances to
be physically listed in the name of the company on the United
States Environmental Protection Agency Nitrogen Oxide Allowance
Tracking System, an online computer system accessible via the
Internet.  Once allocated, Nitrogen Oxide Allowances may be
transferred to a third party by sale, trade, or other means.

Jeffrey L. Tanenbaum, Esq., at Weil, Gotshal & Manges LLP, in
New York, tells Judge Lifland that as a result of prior
permanent shutdowns of Bethlehem Steel Corporation's boilers and
boiler house in Bethlehem, Pennsylvania, the Debtors were
allocated and presently have available 331 Nitrogen Oxide
Allowances per years for years 2003 through 2007.

A commercial marketplace for the buying, selling, and trading of
Nitrogen Oxide Allowances and other similar items has developed,
Mr. Tanenbaum confides.  And as a result of that marketing
system, Mr. Tanenbaum says, the Debtors and Aquila Energy
Marketing Corporation entered into the Bethlehem - Aquila Energy
Marketing Agreement for Purchase and Sale of Nitrogen Oxide
Allowances, dated July 13, 2001.  According to Mr. Tanenbaum,
Aquila agreed to pay $3,625 per ton of Nitrogen Oxide
Allowances, for a total purchase price of $6,000,000.

The principal terms and conditions of the Sale Agreement are:

Property:        331 tons per year of Nitrogen Oxide Allowances
                   for the years 2003 through 2007.

Purchase Price:  $6,000,000 ($3,625.38 per ton times 331 tons).

Transfer of     (a) Simultaneous with the execution of the Sale
Nitrogen Oxide
Allowances:         Agreement, Aquila was required to deliver to
                      the Debtors an irrevocable letter of credit
                      from Credit Lyonnais in the amount of
                      $750,000.

                  (b) Within 4 business days after the Debtors
                      certify to Aquila that the Nitrogen Oxide
                      Allowances have been allocated to the
                      Debtors, Aquila shall either increase the
                      Deposit Letter of Credit to the full amount
                      of the Purchase Price or shall, in an
                      exchange with the Debtors for the Deposit
                      Letter of Credit, deliver to the Debtors a
                      new irrevocable letter of credit in the full
                      amount of the purchase price.

                  (c) Within 3 business days after the Debtors
                      receive the Upgraded Letter of Credit, the
                      Debtors and Aquila shall take such action
                      that may be required to effect the transfer.

                  (d) Within 3 business days after the transfer,
                      Aquila shall pay the Debtors the purchase
                      price in full by wiring it to the Debtors'
                      account, and immediately upon receipt of the
                      purchase price the Debtors shall return the
                      Upgraded Letter of Credit to Aquila.

                  (e) Except as provided in the Sale Agreement,
                      the Debtors shall not make a demand on
                      either the Deposit Letter of Credit or the
                      Upgraded Letter of Credit until after the
                      Debtors have transferred the Nitrogen Oxide
                      Allowances to Aquila and Aquila has failed
                      to pay the Debtors the purchase price in
                      full.

                  Each Party shall be liable for payment of any
                  taxes, charges, or fees billed to it, including
                  but not limited to its attorneys,' brokers,' or
                  consultants' fees, in connection with the
                  transactions contemplated by this Agreement.

Thus, by this motion, the Debtors request:

    (i) authority to assume the Sale Agreement conditioned upon
        the modifications set forth, provided that the Court
        authorizes the sale of the Nitrogen Oxide Allowances to
        Aquila, and

   (ii) (a) approval of the sale of the Nitrogen Oxide Allowances
            to Aquila pursuant to the terms of the Sale Agreement
            or such other party, is any, that submits the highest
            and best offer therefore, free and clear of all liens,
            claims, and encumbrances, and

        (b) authorization to transfer title to the Nitrogen Oxide
            Allowances exempt from any applicable transfer taxes.

According to Mr. Tanenbaum, assumption of the Sale Agreement at
this time will enable the Debtors to bring into their estates
cash consideration totaling approximately $6,000,000 by selling
an asset that is otherwise not necessary or beneficial to the
Debtors' estates.  Mr. Tanenbaum points out that the Debtors
have no use for the Nitrogen Oxide Allowances that they
currently own, and the purchase price by Aquila is the best
offer the Debtors have received to date.  Absent approval of the
sale transaction, Mr. Tanenbaum notes, the Debtors may be
deprived of cash consideration totaling $6,000,000 for an asset
they simply cannot use.  Given the length of time that the
existence of the Nitrogen Oxide Allowances has been on the
market, Mr. Tanenbaum adds, it is unlikely that any other party
will submit a higher and better offer.  Mr. Tanenbaum makes it
clear that the sale nevertheless remains subject to higher and
better offers.

"The terms and conditions of the Sale Agreement were negotiated
by the Debtors and Aquila at arm's length and in good faith,"
Mr. Tanenbaum declares.  Accordingly, the Debtors request that
the Court determine Aquila to be acting in good faith and
entitled to the protections of a good faith purchaser under the
Bankruptcy Code.

The Debtors believe that a private sale is appropriate under the
circumstances, Mr. Tanenbaum continues.  To ensure that
appropriate notice of the sale has been given, Mr. Tanenbaum
reports, the Debtors are providing notice of this motion to all
parties that might be interested in bidding on the Nitrogen
Oxide Allowances, in additional to continuous listing on several
web sites.  Mr. Tanenbaum claims that a public auction would
only entail delay and attendant expense with no likelihood of
benefit to the Debtors.

The Debtors propose that the Nitrogen Oxide Allowances be sold
to Aquila pursuant to the terms of the Sale Agreement, but
subject to higher and better offers. (Bethlehem Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)


BRIDGE INFO: Court Okays BSG's Engagement as Balloting Agent
------------------------------------------------------------
At the behest of Bridge Information Systems, Inc., and its
debtor-affiliates, Judge McDonald approved the employment of
Bankruptcy Support Group - as balloting agent for the Debtors.

David M. Unseth, Esq., at Bryan Cave LLP, in St. Louis,
Missouri, tells the Court that Bankruptcy Support Group has
acted as the balloting agent in connection with numerous
bankruptcy cases of comparable size.  Thus, in the Debtors'
opinion, Bankruptcy Support Group is well qualified to serve as
their balloting agent.

According to Mr. Unseth, Bankruptcy Support Group will perform
any and all actions necessary or appropriate in connection with
the balloting process in connection with the Debtors' plan of
liquidation, including:

      (a) Assisting the Debtors with the solicitation and
          calculation of ballots on the Debtors' plan of
          liquidation; and

      (b) Assisting the Debtors with any other matters relating to
          the balloting process, including assisting the Debtors
          with the claims reconciliation process.

Glenda Presley, an associate with Bankruptcy Support Group,
advises Judge McDonald that the firm will be compensated for its
professional services on an hourly basis.  The hourly rates of
the Bankruptcy Support Group employees range from $45 to $125
per hour.

Moreover, Ms. Presley affirms that Bankruptcy Support Group has
no financial connection with the Debtors, their estate, or any
of their other attorneys and accountants.  Ms. Presley assures
the Court of the firm's disinterestedness, asserting that
"Neither I, Bankruptcy Support Group, nor any employee thereof,
insofar as I have been able to ascertain, holds or represents
any interests adverse to that of the estate, or Debtors, in the
matters upon which Bankruptcy Support Group is to be engaged."
(Bridge Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


BURLINGTON: Gets Approval to Hire Ordinary Course Professionals
---------------------------------------------------------------
The Court authorizes Burlington Industries, Inc., and its
debtor-affiliates to retain, employ and pay the Ordinary Course
Professionals for a period of one year following the Petition
Date, through and including November 15, 2002.  The Debtors are
allowed renew the filing of this motion on or before the
expiration of the first interim term.

These are the conditions to the Debtors' retention, employment
and payment of the Ordinary Course Professionals:

    (a) No Ordinary Course Professional shall have any material
        involvement in the administration of a Debtor's estate
        without such Debtor first receiving an order of the Court
        authorizing the retention and employment of the
        professional, pursuant to section 327 of the Bankruptcy
        Code.

    (b) No Ordinary Course Professional (other than UNIFI) with
        monthly fees averaging in excess of $50,000 for services
        rendered to a Debtor during the preceding 4-month period
        ending at the conclusion of the prior calendar month shall
        receive any future payments from the Debtors until the
        Debtors first obtain an order of the Court authorizing the
        retention and employment of the professional.

    (c) If UNIFI's monthly average fees for services rendered to a
        Debtor during the preceding two-month period ending at the
        conclusion of the prior calendar month exceeds $30,000,
        UNIFI shall not receive any future payments from the
        Debtors until the Debtors first obtain an order of the
        Court authorizing the retention and employment of UNIFI.

    (d) Notwithstanding the foregoing, the Debtors may pay,
        without the prior review or approval of the Court, all
        fees and expenses incurred by any Ordinary Course
        Professional:

          (i) in an aggregate amount not to exceed $225,000 for
              the first reporting period and $200,000 for each
              reporting period thereafter, and

         (ii) prior to the professional having a material
              involvement in the administration of a Debtors'
              estate, provided that no Ordinary Course
              Professional may receive a payment in excess of
              $225,000 for the first reporting period or $200,000
              for any reporting period thereafter until the Excess
              Payment is approved by the Court; and

        provided further that once an Ordinary Course Professional
        is retain in these cases, all of its fees and expenses
        incurred from and after the Petition Date shall be subject
        to the review and approval of the Court in connection with
        the professional's final fee application.  With respect to
        UNIFI, the aggregate payment limitation shall be $75,000
        for the first UNIFI reporting period and $60,000 for each
        UNIFI reporting period thereafter.

    (e) No Ordinary Course Professional shall receive payment for
        post-petition services rendered until such professional
        files an affidavit with the Court, setting forth that such
        professional does not represent or hold any interest
        adverse to the Debtors or their estates with respect to
        matters for which the professional seeks retention.

    (f) The Debtors shall serve each Retention Affidavit by first-
        class mail, on the U.S. Trustee, counsel to the DIP
        Lenders and counsel to the statutory committee of
        unsecured creditors appointed in these chapter 11 cases.

    (g) The first Reporting Period shall cover the period from the
        Petition Date through and including March 31, 2002.  The
        first UNIFI Reporting Period shall cover the period from
        the Petition Date through and including January 31, 2002.
        On or before the date that is 30 days after the end of
        each Reporting Period or UNIFI Reporting Period, the
        Debtors shall file a statement with the Court, and serve
        that statement on the U.S. Trustee, counsel to the DIP
        Lenders and counsel to the Committee, which includes these
        information:

          (i) any Ordinary Course Professionals employed by the
              Debtors during the particular reporting period; and

         (ii) for each Ordinary Course Professional:

              (1) its name,
              (2) the aggregate amounts paid as compensation for
                  services rendered and reimbursement of expenses
                  incurred by such professional during the
                  particular reporting period, and

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

Judge Walsh makes it clear that the Service Providers do not
constitute professionals within the scope of the motion.  Thus,
the Court authorizes the Debtors to treat the Service Providers
on par with other vendors and service providers in the Debtors'
chapter 11 cases. (Burlington Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


BUYERS UNITED: Restructures Demand Notes & Cuts Operating Costs
---------------------------------------------------------------
Buyers United, Inc. (OTC Bulletin Board: BYRS), a national
business and residential consumer membership organization that
offers discount monthly essential services, announced the
restructuring of some of its short-term debt as well as the
implementation of other cost cutting measures.

Effective December 4, 2001, demand notes in the aggregate amount
of $2,400,000, held by the company's chairman and CEO, were
extended to July 5, 2003, allowing the company to move this debt
from short-term to long-term for accounting purposes.  "As the
company's largest shareholder and creditor, I wanted to do
something to show my great confidence in the company, its
management and its future," said Theodore Stern, Chairman of the
Board of Directors and CEO.  "We believe that 2002 will be a
great year for our company and lead it into an even better year
in 2003," stated Stern.  "Because our company markets essential
services at reduced prices, we feel that we will thrive in a
strong or weak economy," said Stern.

"Mr. Stern's debt restructuring is a boost to our financial
statements and shows his commitment to our company," said Paul
Jarman, COO.  "In addition to extending Mr. Stern's notes, we
have made other significant operating improvements.  By moving
from an Oracle-based system to a Microsoft-based platform, we
are now able to perform IT functions more efficiently with
substantial cost savings," said Jarman.  "With these and other
cost-cutting measures we have reduced our total monthly
operating expenses by over 15%," concluded Jarman.

Over the next 90 days, the company's focus will be to continue
to bolster its sales force, increase its membership and expand
its base of strategic partners.

Buyers United, Inc. (OTC Bulletin Board: BYRS.OB) provides its
members discounted monthly essential goods and services such as
long-distance and Internet access.  Buyers United has created a
number of unique rebate programs that help its members "zero-
out" monthly living expenses and the cost of those services.
Buyers United gives consumers access to savings on essential
services.  It offers superior value with rebates and credits to
members for shopping through its portal and for referring new
customers.  For more information on the company's complete range
of products and services visit the company's Web site at
http://www.buyersonline.com


CALYPTE BIOMEDICAL: Calls on Townsbury to Make Equity Investment
----------------------------------------------------------------
On November 13, 2001, Calypte Biomedical Corporation issued a
draw down notice to Townsbury Investments Limited in connection
with the common stock purchase agreement dated August 23, 2001
evidencing a standby equity-based credit facility between
Calypte and TIL. This notice required TIL to purchase up to
$180,000 of Calypte's common stock pursuant to a pricing formula
in the stock purchase agreement. The settlement period began on
November 14, 2001, and ended on December 12, 2001, and settled
on December 17, 2001. In place of the issuance of common stock
on November 30, 2001, the interim settlement date for the
drawdown period, Calypte issued a short-term promissory note to
TIL on December 3, 2001 in the amount of $90,000.

At the final settlement date on December 17, 2001, TIL purchased
a total of 917,478 shares of the Company's common stock at an
average purchase price of $0.196 per share, resulting in
proceeds of $168,895 net of brokerage, escrow and other fees. Of
those proceeds, $90,000 was used to pay off the short-term
promissory note issued by Calypte to TIL and the remaining
$78,895 was paid and released from escrow to Calypte by TIL.
Ladenburg Thalmann & Co. received $9,000 in brokerage fees and
the escrow agent received $1,000 in escrow fees in connection
with this drawdown.

Calypte Biomedical's urine-based HIV-1 test is touted as having
several benefits over blood tests, and has received FDA approval
for use in professional laboratories. The test is also available
in China, Indonesia, Malaysia, and South Africa. The company
would like to extend its HIV test by making it faster and
adapting it for over-the-counter sale. The firm is working on
urine- and blood-based tests for other diseases and participates
in a national HIV testing service known as Sentinel. Calypte
Biomedical also owns about 30% of Pepgen, which is developing an
interferon-based drug to treat multiple sclerosis. As of
September 30, 2001, the company's balance sheet is upside-down
with total stockholders' equity deficit of about $4 million.


COMPANHIA SUZANO: Fitch Ratchets Secured Export Notes Up to BB
--------------------------------------------------------------
Fitch has upgraded the secured export notes of Companhia Suzano
de Papel e Celulose to 'BB' from 'BB-'. The Rating Outlook is
Stable. The rating change reflects improvements in the company's
business and financial profile during the past couple of years.

Since the beginning of 1999, Suzano's competitiveness has
improved as a result of the large devaluation of the Brazilian
real and the low level of inflation that has ensued, which have
lowered the company's production cost structure. As a result,
Suzano's EBITDA margins have been approximately 30%
during 1999, 2000, and 2001 (periods that represent different
moments in the price cycle for pulp and paper) - after being
near 15% during 1996, 1997, and 1998.

In 1999 and 2000, the company improved its focus and liquidity
by shedding non-core assets such as Global Telecom for $93.0
million, Igaras Papeis e Embalagens for $200.0 million and
Riverwood Suzano Embalagens for $12.5 million. The cash from
these sales has been kept at a wholly owned subsidiary of the
company, Suzanopar Investments. This offshore subsidiary is
almost debt free.

In May 2001, Suzano increased its position in pulp and paper
when it acquired Companhia Vale do Rio Doce's (CVRD) 50% stake
in Bahia Sul's common stock and CVRD's 18.94% stake in Bahia
Sul's preferred stock for $320 million. This purchase gave
Suzano ownership of 100% of Bahia Sul's common shares and 72.82%
of its total equity. Rather than using the cash at Suzanopar
Investments, the company borrowed money to pay for this
transaction. Bahia Sul is one of the lowest cost producers of
hardwood pulp in the world, due to its modern pulp and paper
mills and its fast growing eucalyptus plantations. Bahia Sul has
an annual production capacity of 600,000 tons of bleached
eucalyptus kraft pulp and 215,000 ton of paper. It also owns
77,000 hectares of plantations in Brazil.

As of September 30, 2001, Suzano (parent company accounting for
pulp and paper operations) had a net debt-to-EBITDA ratio of 5.9
times and an EBITDA-to-interest coverage of 2.3x. For this time
period, Bahia Sul's net leverage ratio was 3.2x and its interest
coverage ratio was 3.9x.

A pro forma estimation of the consolidated balance sheets of
Bahia Sul and Suzano (parent company accounting for pulp and
paper operations) shows improvements vis-a-vis those of Suzano
currently. On a pro forma basis, EBITDA-to-interest expense
ratio for the nine months ended Sept. 30, 2001, would be 2.9x
and the net debt-to-EBITDA ratio would be 4.4x.

The credit profile of the Suzano Pulp and Paper entity should
also benefit from the cash that is currently held at Suzanopar
Investments. As of September, Suzanopar Investments had $392
million of cash and marketable securities. Since that time
period, $140 million has been transferred to Suzano
Petrochemicals. The balance is expected to remain with Suzano
Pulp and Paper. Debt service coverage levels for the future flow
securitization have also improved over the past two years. The
transaction currently performs with a relatively healthy
coverage level of greater than 5x. This is an increase from the
3x levels seen two years ago. Approximately 30% of Suzano sales
are designated to the export market and contribute to the cash
flow covering the securitization.


CONSUMER PORTFOLIO: Fitch Ratchets Junk Ratings Down A Notch
------------------------------------------------------------
Fitch downgrades the subordinated debt rating of Consumer
Portfolio Services Inc. (CPS) to 'CCC-' from 'CCC'. The Rating
Outlook remains Negative.

The rating action follows Fitch's review of management's plan
for financing and integrating the pending acquisition of MFN
Financial Corporation (MFN) in a transaction valued at
approximately $100 million. The acquisition, which is expected
to close in the first quarter of 2002, will be funded entirely
with debt.

The rating downgrade for CPS is based on Fitch's concern of the
company's weak capitalization position especially in relation to
the current economic environment, the acquired risk profile of
MFN's balance sheet, and the dependence on secured financing to
fund its operation.

In Fitch's assessment, CPS' capitalization profile is weak.
Securitization-based residual assets totaled $123 million or
199% of total equity at September 30, 2001. The value of these
securitization-based residual assets is based on assumptions
related to asset quality and prepayment speeds. Fitch assesses a
significant risk-weight to these assets in its internal
capitalization model. Injection of common equity into the
capital structure is not likely. In addition, internal capital
formation is poor due to a lack of profitability.

As a subprime automobile lender, CPS maintains a high-risk loan
portfolio.  With the acquisition of the higher risk MFN
portfolio, the risk profile of CPS will move up noticeably. To
date, asset quality has performed within initial expectations,
but Fitch expects losses to accelerate in a weakening economic
environment.

CPS' funding profile has improved but remains volatile. In
September 2001, CPS completed a $68.5 million securitization
with a financial guaranty insurance policy issued by Financial
Security Assurance Inc. CPS currently has a $75 million secured
revolving note purchase facility with a one-year expiration. The
company remains heavily reliant on secured financing and
securitization for funding, and it depends on cash flow from
previously executed securitizations to fund its day-to-day
operations.

Based in Irvine, California, CPS is an independent subprime
automobile finance company. As of September 30, 2001, CPS
maintained $318 million in managed automobile finance
receivables.


CORAM HEALTHCARE: Confirmation Blow-Up Isn't Helping Company
------------------------------------------------------------
Coram Healthcare Corporation's net revenue for the three months
ended Septebmer 30, 2001 decreased $9.1 million, or 8.8%, to
$93.8 million in the three months ended September 30, 2001 from
$102.9 million in the three months ended September 30, 2000. The
decrease is primarily due to a permanent reduction, effective
July 1, 2001, in the Average Wholesale Price ("AWP") for, among
others, the antibiotic drug Vancomycin. The direct impact of the
AWP reduction resulted in an unfavorable pricing variance of
$3.2 million for the three months ended September 30, 2001
compared to the three months ended September 30, 2000, the sale
of CPS on July 31, 2000 (CPS had net revenue of $8.4 million
during the three months ended September 30, 2000) and a $0.2
million decline in net revenue attributable to the Company's
subsidiary, CTI Network, Inc. These decreases are partially
offset by net revenue increases from initiatives to focus on
core infusion therapies.

Gross profit decreased $2.1 million to $25.1 million, or a gross
margin of 26.8%, in the three months ended September 30, 2001
from $27.2 million, or a gross margin of 26.4%, in the three
months ended September 30, 2000. The gross margin percentage
increase is primarily due to a more favorable product/therapy
mix and the sale of CPS, which had a lower gross margin
percentage than that of the infusion business segment, thereby
causing a lower blended consolidated percentage during the three
months ended September 30, 2000. However, commencing on July 1,
2001, there was an offsetting decrease in gross profit due to
reductions in the AWP reimbursement rates for Vancomycin and
certain other drugs used in the company's operations.

For the nine months ended September 30, 2001 as compared to the
nine months ended September 30, 2000 Coram Healthcare
experienced a net revenue decrease of $80.4 million, or 21.9%,
to $287.5 million from $367.9 million in the nine months ended
September 30, 2000. The decrease is primarily due to the sale of
CPS on July 31, 2000 (CPS had net revenue of $61.4 million
during the nine months ended September 30, 2000), a $1.9 million
decline in net revenue attributable to CTI and a permanent
reduction, effective July 1, 2001, in the AWP for, among others,
the antibiotic drug Vancomycin. The direct impact of the AWP
reduction resulted in an unfavorable pricing variance of $1.0
million for the nine months ended September 30, 2001 compared to
the nine months ended September 30, 2000.  Additionally, a
decrease in infusion net revenue of approximately $17 million is
due, in part, to the termination of the Aetna National Ancillary
Services Agreement, effective April 12, 2000.

Gross profit decreased $15.4 million to $80.1 million, or a
gross margin of 27.9%, in the nine months ended September 30,
2001 from $95.5 million, or a gross margin of 26.0%, in the nine
months ended September 30, 2000. The gross margin percentage
increase is primarily due to a more favorable product/therapy
mix and the sale of CPS, which had a lower gross margin
percentage than that of the infusion business segment, thereby
causing a lower blended consolidated percentage during the nine
months ended September 30, 2000. However, commencing on July 1,
2001, there was an offsetting decrease in gross profit due to
reductions in the AWP reimbursement rates for Vancomycin and
certain other drugs used in the company's operations.

In publishing its Sept. 30 results, Coram said:

       "The company's Consolidated Financial Statements have been
prepared on a going concern basis, which contemplates continuity
of operations, realization of assets and liquidation of
liabilities in the ordinary course of business. However, as a
result of the Debtors' bankruptcy filings and circumstances
relating thereto, including the company's leveraged financial
structure and cumulative losses from operations, such
realization of assets and liquidation of liabilities is subject
to significant uncertainty. During the pendency of the Debtors'
Chapter 11 bankruptcy proceedings, the Company may sell or
otherwise dispose of assets and liquidate or settle liabilities.
Further, a confirmed plan of reorganization in the Chapter 11
proceedings could materially change the amounts reported in the
Condensed Consolidated Financial Statements. The company's
ability to continue as a going concern is dependent upon, among
other things, confirmation of a plan of reorganization, future
profitable operations, the ability to comply with the terms of
the company's financing agreements, the ability to remain in
compliance with the physician ownership and referral provisions
of Stark II and the ability to generate sufficient cash from
operations and/or financing arrangements to meet its
obligations."

As previously reported in the Troubled Company Reporter, Judge
Walrath denied confirmation of Coram's Second Amended Plan on
Christmas Eve.


COVAD COMMS: Chanin Capital Distributes Payments to Bondholders
---------------------------------------------------------------
Chanin Capital Partners announced that bondholders of Covad
Communications Group, Inc., (OTC Bulletin Board: COVD) received
distributions pursuant to the terms of the Company's Chapter 11
plan of reorganization, which was confirmed by the U.S.
Bankruptcy Court for the District of Delaware on December 13,
2001.

Chanin Capital Partners served as financial advisor to the Ad-
Hoc Committee of Noteholders who negotiated the principal terms
of Covad's plan of reorganization with the company on behalf of
the bondholders. Through the pre-negotiated plan of
reorganization, Covad eliminated $1.4 billion in high-yield and
convertible bondholder debt by paying bondholders approximately
19 cents on the dollar in cash plus 15 percent of the equity in
the reorganized company.

"Our representation of the bondholders in Covad was a seminal
event in the restructuring process," said Randall Lambert,
managing director of Chanin Capital Partners.  "The structure of
the transaction, although untraditional, matched the needs and
desires of both the debtor and bondholders.  This type of
transaction will be replicated in other restructurings."

Chanin Capital Partners was retained during June of 2001.
Negotiations between bondholders and the company continued over
the summer and had the commitment of 55% of the Noteholders to
support the pre-negotiated plan of reorganization.  The plan was
strongly endorsed by all constituents and more than 90% of each
voting class of creditors submitted ballots in acceptance of the
plan in the final bankruptcy voting, concluded on December 7,
2001.  The Chapter 11 bankruptcy proceeding, including the pre-
negotiated plan of reorganization and confirmation, took just
over four months, an exceptionally expeditious manner for a
complex case with many parties involved.

Covad's bankruptcy case was unique in many respects
demonstrating that a telecommunications company that had over-
leveraged to build-out its network could successfully
reorganize.  The reorganization allowed Covad to eliminate
virtually all of its debt, and emerge from bankruptcy as a going
concern rather than being forced to liquidate like several of
its competitors.  The Company's reorganization illustrated the
importance of addressing an over-leveraged situation early on
and engaging in productive negotiations with creditors in order
to preserve values, retain flexibility to explore all
restructuring alternatives and maximize recoveries to its
creditors and shareholders.

Chanin Capital Partners is a nationally-recognized, specialty
investment bank providing the following financial services:
Financial Restructurings, Mergers and Acquisitions, Corporate
Finance and Private Placements, Valuations and Fairness and
Solvency Opinions, and Principal Investments.  The professionals
of Chanin Capital Partners have privately placed over $5 billion
in debt and equity securities, completed over $60 billion in
financial restructuring transactions, consummated over $20
billion in merger and acquisition transactions, and provided
hundreds of companies with valuations and fairness and solvency
opinions.  Please visit our website at http://www.chanin.com

For further information, please contact Leslie Brownstein,
Marketing Coordinator of Chanin Capital Partners, +1-310-445-
4010, lbrownstein@chanin.com.


ECHOSTAR: Inks Pact with Vivendi for $1.5 Billion Investment
------------------------------------------------------------
On December 14, 2001, EchoStar Communications Corporation,
Vivendi Universal, S.A. and certain stockholders of EchoStar
entered into definitive agreements in connection with the
announcement of a proposed $1.5 billion investment by Vivendi
Universal in EchoStar and the formation of a strategic alliance
with EchoStar to offer new programming and interactive
television services to consumers.

EchoStar Communications dishes out a smorgasbord of
entertainment. The #2 US direct broadcast satellite (DBS) TV
provider (behind DIRECTV), the company operates the DISH
Network, providing programming to nearly 6.5 million subscribers
in the continental US. Subsidiaries develop DBS hardware such as
dishes and integrated receivers and deliver video, audio, and
data services. EchoStar has teamed up with Gilat Satellite
Networks (a partner with Microsoft) and Colorado startup
WildBlue to develop satellite-based two-way broadband Internet
access. CEO Charles Ergen owns about 51% of the company but has
more than 91% of the voting power. EchoStar has agreed to buy
Hughes Electronics, DIRECTV's parent.


ECHOSTAR DBS: S&P Rates $700MM Senior Unsecured Notes at B+
-----------------------------------------------------------
Standard & Poor's assigned its single-'B'-plus rating to
Echostar DBS Corp.'s $700 million senior unsecured notes due
2009, and placed the rating on CreditWatch with positive
implications. The issue will be sold under Rule 144A with
registration rights. Proceeds of the notes will be used to
finance a portion of the cash component of the proposed merger
of Echostar DBS's parent, EchoStar Communications Corp.
(EchoStar), with Hughes Electronics Corp. (Hughes) in a
transaction valued at about $26 billion. If the merger
is not completed, proceeds from the notes will be used to
finance EchoStar's acquisition of Hughes' 81% stake in PanAmSat
Corp., for the construction, launch, and insurance of additional
satellites, and for general corporate purposes.

In addition, Standard & Poor's ratings on EchoStar and its
subsidiary Echostar DBS, and its corporate credit rating on
EchoStar Broadband Corp. (an intermediate holding company),
remain on CreditWatch, but the implications have been revised to
positive from developing. Standard & Poor's single-'B' rating on
EchoStar Broadband's senior unsecured notes remains on
CreditWatch with positive implications.

The positive CreditWatch listing follows the announcement of a
$1.5 billion equity investment in Echostar by Vivendi Universal.
This investment reduces the amount of debt that will be required
to finance the Hughes and/or PanAmSat acquisition, effectively
eliminating a downside rating risk. The upside potential for the
ratings reflects the significant cost and revenues synergies
that could be achieved if DirecTV operations are combined with
those of EchoStar, as well as the overall improved competitive
position of the combined company. Cost synergies include reduced
programming, general, and administrative expenses, and lower
subscriber acquisition costs. Opportunities for increased
revenue would come from the significant addition of markets with
access to local programming, and from advertising revenues, a
result of a larger subscriber base and broader reach. Upside
rating potential in a non-merger scenario would be a function of
the final capital structure of the EchoStar and PanAmSat
combination, which would be enhanced by Vivendi's investment.
Nonetheless, integration challenges and high leverage could
potentially limit the rating at the 'B+' level for either
merger.

As part of this agreement, Vivendi will receive contingent value
rights (CVR), intended to provide downside protection for its
equity investment. The maximum payment under the CVR is $225
million if the pending merger with Hughes is consummated, or
$525 million if the pending merger is not consummated. Any
amount owed under these rights would be settled three years
after completion of the merger or 30 months after the merger
agreement terminates. In any case this payment will be made in
cash or in EchoStar shares, at EchoStar's option. The investment
is accompanied by an eight-year strategic alliance in which
Vivendi will develop and provide EchoStar's subscribers a
variety of programming and interactive television services.
Vivendi's equity investment is expected to be completed in the
first quarter of 2002.

        Rating Assigned and Placed on CreditWatch Positive

       Echostar DBS Corp.                                 RATING
         $700 million senior unsecured notes due 2009     B+

                Ratings Remaining on CreditWatch,
                Implications Revised to Positive

       EchoStar Communications Corp.              RATING
         Corporate credit rating                   B+
         Subordinated debt                         B-
       EchoStar Broadband Corp.
         Corporate credit rating                   B+
       Echostar DBS Corp.
         Corporate credit rating                   B+
         Senior unsecured debt                     B+

                 Rating Remaining on CreditWatch Positive

       EchoStar Broadband Corp.
           Senior unsecured debt                   B

DebtTRaders reports that Echostar DBS Corp.'s 10.3757% bonds due
on October 1, 2007 (ECHOST2) are trading slightly above par,
between 105.5 and 106.5. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=ECHOST2


ENRON CORPORATION: Seeks Approval of Proposed Notice Procedures
---------------------------------------------------------------
More than ten thousand creditors, parties in interest and
stockholders may be entitled to receive notice in the Chapter 11
cases of Enron Corporation, and its debtor-affiliates. Martin A.
Sosland, Esq., at Weil, Gotshal & Manges LLP, in New York, tells
Judge Walsh that notice of all pleadings and other papers filed
in these cases to all such entities is unnecessary and would be
extremely burdensome and costly to the estates, as a result of
photocopying and postage expenses as well as other expenses
associated with such large mailings.

Thus, by this motion, the Debtors propose to establish a master
service list, which would include:

      (i) the Office of the United States Trustee for the Southern
          District of New York;

     (ii) the Debtors;

    (iii) the attorneys for the Debtors' post-petition lenders;

     (iv) the attorneys for any official committee appointed in
          the Debtors' chapter 11 cases;

      (v) any party whose interests are directly affected by a
          specific pleading;

     (vi) those persons who have formally appeared and requested
          service in this proceeding pursuant to Rule 2002 of the
          Federal Rules of Bankruptcy Procedure; and

    (vii) the Securities and Exchange Commission, the Internal
          Revenue Service and other government agencies to the
          extent required by the Bankruptcy Rules and the Local
          Rules.

With respect to this initial proposed Master Service List, Mr.
Sosland notes, the Debtors propose to include the 20 largest
unsecured creditors of each Debtor and of each subsequently
filed Debtor.  If a Committee is formed, the Debtors will add
the attorneys for the Committee to the Master Service List and
remove the 20 largest unsecured creditors.

According to Mr. Sosland, notice would be limited to the Master
Service List with respect to all matters covered by Bankruptcy
Rule 2002, with the express exception of:

      (a) notice of the first meeting of creditors pursuant to
          Section 341 of the Bankruptcy Code;

      (b) the time fixed for filing proofs of claims;

      (c) the time fixed for filing objections and the hearing to
          consider approval of a disclosure statement or
          confirmation of a plan of reorganization; and

      (d) notice of and transmittal of ballots for accepting or
          rejecting a plan of reorganization.

The Debtors will update the Master Service List on a monthly
basis to include the names and addresses of any party-in-
interest who has made a written request for notice since the
prior month, Mr. Sosland assures the Court.  Further, Mr.
Sosland says, the Debtors will submit to the Court upon the
completion of noticing any particular matter, either an
affidavit of service or certification of service annexing the
list of those parties receiving notice.

Mr. Sosland conveys to the Court the Debtors' belief that the
administration of their chapter 11 cases would be more efficient
and cost effective is their request to limit notice is granted.
"Therefore," Mr. Sosland contends, "the relief requested in this
motion is in the best interest of the Debtors' estate and
creditors, and will not prejudice the rights of any party in
interest in these cases." (Enron Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENEVA STEEL: Amends Forbearance Pact with Term Loan Lenders
------------------------------------------------------------
On December 21, 2001, Geneva Steel LLC (Nasdaq: GNVH) repaid all
of the remaining outstanding amounts on its revolving credit
facility and cash collateralized a letter of credit issued under
its revolving credit facility.  All commitments under the
revolving credit facility were terminated.

Effective as of such date, Geneva also amended and restated its
forbearance agreement with the lenders under its $110 million
term loan, which is 85% guaranteed pursuant to the Emergency
Steel Loan Guarantee Program.  The forbearance agreement
provides, among other things, that the lenders will continue to
forbear from exercising any rights based upon alleged defaults
related to Geneva's previously announced temporary shutdown
until the close of business on January 11, 2001, unless certain
events occur.  These events include the commencement of a
bankruptcy proceeding by or against Geneva, Geneva's failure to
operate in accordance with its budget, or a default under the
term loan agreement not covered by the forbearance agreement.
The term loan is secured by a first-priority lien on Geneva's
accounts receivable, inventory and fixed assets.  The
forbearance agreement permits Geneva, upon written request to
the lenders for release of collateral, to use up to $6 million
of the proceeds from the sale of inventory and collection of
accounts receivable, not to exceed certain weekly amounts,
through January 11, 2002, in accordance with its budget.  There
can be no assurance that such amounts will be sufficient, if
released, to fund the Company's obligations or that the Company
will obtain any relief beyond January 11, 2001.

"We are pleased we have repaid our revolving credit facility in
accordance with our budget and the terms of the facility," said
Ken Johnsen, President and CEO.  "We are also grateful for the
cooperation of our vendors during this period while we continue
to seek additional financing and further cooperation from our
term lenders."

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


GENSCI REGENERATION: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Gensci Regeneration Sciences
               2 Goodyear
               Irvine, CA 92618

Bankruptcy Case No.: 01-20439

Debtor affiliates filing separate chapter 11 petitions:

               Entity                        Case No.
               ------                        --------
               Gensci Orthobiologics Inc.    01-20438

Type of Business: Gensci Regeneration Sciences provides
                    therapeutic application for the regeneration
                    and repair of degenerative or damaged bone
                    and soft tissue. Gensci Orthobiologics Inc.
                    manufactures and distributes human tissue
                    based products to hospitals for the treatment
                    of musculoskeletal disease and injury.

Chapter 11 Petition Date: December 20, 2001

Court: Central District of California (Sta. Ana)

Judge: Robert W. Alberts

Debtors' Counsel: Marc J. Winthrop, Esq.
                    3 Civic Plaza #280
                    Newport Beach, CA 92660
                    949-720-4100

A. Gensci Regeneration Sciences

       Total Assets: $2,400,000

       Total Debts:  $600,000

Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Osteotech                   Judgment              $14,500,000
Attn: Corporate Officer
51 James Way
Eatontown, NJ 07724
Tel: 732 542 2800

Cameron Clokie              Services Rendered        $33,000

Ernst & Young, LLP          Services Rendered        $13,000

Ogilvey Renault             Services Rendered        $10,000

B. Gensci Orthobiologics Inc.

       Total Assets: $12,100,000

       Total Debts:  $22,000,000

Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Osteotech                   Judgment              $14,500,000
Attn: Corporate Officer
51 James Way
Eatontown, NJ 07724
Tel: 732 542 2800

Howery Simon Arnold &       Services Rendered      $2,267,177
White
Attn: Corporate Officer
550 S. Hope Street
Suite 1400
Los Angeles, CA 90071-2627
Tel: 213 892 1800

Dr. Stephen Jefferies       Trade Debt             $1,686,546
Attn: Dr. Stephen Jefferies
3692 Wingfield Drive
York, PA 17402
Tel: 302 226 3265

Dr. Cameron Clokie          Royalty                  $378,150
Attn: Corporate Officer
40 Blythe Hill Road
Toronto, Ontario Canada
M4N-3L7
Tel: 416 481 9090

Carr America Realty Corp.   Lease                    $277,170
Attn: Corporate Officer
PO Box 642907
Pittsburgh, PA 15264
Tel: 724 942 3855

James DeMesa M.D.           Termination Agreement    $138,862

Depuy Acromed               Sales Commission         $113,606

Bell Boyd and Lloyd         Services Rendered         $66,037

Fed Ex Corporation          Services Rendered         $41,294

Skeletech                   Services Rendered         $39,622

Ion Beam Applications       Services Rendered         $29,350

KPMG, LLP                   Services Rendered         $23,145

Stradling Yocca             Services Rendered         $21,605
Carlson & Smith

Sidley Austin               Services Rendered         $20,901

The Irvine Company          Lease                     $17,752

ATE, Inc.                   Services Rendered         $16,450

Ross Systems, Inc.          Services Rendered         $12,150

Sustema Concepts, Inc.      Services Rendered          $7,868

Lyon & Lyon LLP             Services Rendered          $6,688

CDW                         Supplies                   $5,723


GLOBIX CORP: Considers Bankruptcy Filing with Prepackaged Plan
--------------------------------------------------------------
Globix Corporation (Nasdaq: GBIX) reported financial results for
its fourth quarter and fiscal year ended September 30, 2001.

Revenue for the fourth quarter of 2001 was $25.0 million
compared to $25.9 million in the prior year quarter.  For the
fiscal 2001 year, revenue was $104.2 million compared to $81.3
million in the previous year.

EBITDA loss (loss before net interest, income taxes,
depreciation and amortization and restructuring charges) was
$22.2 million for the fourth quarter of 2001 compared to $15.3
million in the same quarter last year and $15.5 million in the
fiscal 2001 third quarter.  As compared to the fiscal 2001 third
quarter, the fiscal 2001 fourth quarter was adversely affected
by a $3.5 million write-off of network assets impaired by the
financial viability of a supplier and a $4.0 million increase in
bad debt expense.  For fiscal 2001, EBITDA loss was $64.7
million as compared with $59.3 million in the prior year.

During the fourth quarter of fiscal 2001, the Company recorded a
restructuring charge of $18.0 million related to the estimated
termination costs of certain leases, and the write-off of
leasehold improvements, excess equipment and employee
termination costs.

For the fourth quarter of 2001, net loss attributable to common
stockholders was $73.6 million.  For the fiscal year, net loss
attributable to common stockholders was $220.1 million.

"Cost reductions and the management of working capital remained
a constant focus during the year," said Brian Reach, Chief
Financial Officer.  "We ended the fiscal 2001 year with $111.5
million in cash, which was ahead of expectations."

Globix also announced that it is in discussions with an informal
committee of bondholders representing approximately 48% of the
Company's outstanding $600 million issuance of 12-1/2% senior
notes.  The discussions concern a financial reorganization of
the Company through a pre-packaged bankruptcy proceeding that
would be aimed at significantly reducing the Company's debt
burden.  The Company is in similar discussions with its
preferred stockholders.  While there can be no assurance that
these discussions will lead to an agreement, it is likely that
any such agreement would result in the bondholders and preferred
stockholders owning nearly all of the equity in the reorganized
company, resulting in a near total dilution of the existing
common stockholders' interest in the Company.

Peter Herzig, Chief Executive Officer, said, "We are encouraged
by the overall results for the fiscal year and are optimistic
that we will be able to reach agreement with our bondholders and
preferred stockholders.  This past year was a challenging one
for our company and our industry in general.  The events of
September 11, coupled with turbulent market and economic
conditions and the dot-com fall out, have affected all
participants in our market.  We are seeking to greatly reduce
our debt burden so that we will have the necessary liquidity to
focus on the competitive advantage Globix enjoys as a premium
provider of complex hosting services.  While I believe these
most recent developments, along with the growth and operational
accomplishments Globix achieved during this past fiscal year
will provide a strong platform for our future, we do not believe
we will meet the fiscal 2002 guidance previously provided.  In
light of ongoing discussions with our bondholders, we expect to
provide new guidance when we release our financial results for
the first quarter ended December 31, 2001."

Globix is a leading provider of advanced Internet hosting,
network and applications solutions for business.  Globix
delivers services via its secure state-of-the-art Internet Data
Centers, its high-performance global backbone and content
delivery network, and its world-class technical professionals.
Globix provides businesses with cutting-edge Internet resources
and the ability to deploy, manage and scale mission-critical
Internet operations for optimum performance and cost efficiency.
As of September 30, 2001, the company reported an upside-down
balance sheet, with total stockholders' equity deficit standing
at $237 million.


GOOD SAMARITAN: Fitch Affirms BB+ Rating On Mass. Revenue Bonds
---------------------------------------------------------------
(In a press release issued Dec. 20 the statistics for 2000
operating margin and 2001 operating margin, excess margin, debt
service coverage, and personnel expenses have been updated. The
amended press release follows.)

Fitch has affirmed its 'BB+' rating on approximately $14.2
million Massachusetts Health and Educational Facilities
Authority revenue bonds, Goddard Memorial Hospital, series B and
$8 million Massachusetts Health and Educational Facilities
Authority revenue bonds, Cardinal Cushing General Hospital,
series A. Goddard Memorial Hospital and Cardinal Cushing General
Hospital merged in 1994 and is now known as Caritas Good
Samaritan Medical Center (Good Samaritan).

Fitch downgraded Good Samaritan to 'BB+' from 'BBB-' in March
2000 mainly due to the loss of an 80-member physician group.
This resulted in a 24% decline in discharges in 2000, which led
to a rate covenant violation. Fiscal 2000 results included an
operating margin of negative 9.3%, MADS coverage of 0.1x and
42.5 days cash on hand.

The rating affirmation is based on improved unaudited fiscal
2001 financial performance. Good Samaritan was successful in
employing 40 of the physicians who originally left and have been
able to recoup the majority of the lost volume. However,
utilization still remains below previous levels with 10,288
discharges in fiscal 2001 discharges compared to 12,141
discharges in fiscal 1999. Operating and excess margins have
improved to negative 4.4% and negative 3.6%, respectively. Debt
service coverage has also increased with MADS coverage of 0.6x.
Good Samaritan has entered into a forbearance agreement, which
prohibits bondholders from accelerating payment if there is an
event of default, and will expire in 2005.

Good Samaritan's viability lies in its ability to recruit and
retain a physician base, maintain sufficient volume, and control
expenses. Good Samaritan is in the process of recruiting several
more physicians and Fitch believes the employment of physicians
is a necessary strategy, however, the losses on the owned
practices will have to be closely monitored. Labor costs are
high and comprised 56.5% of total operating revenue in fiscal
2001. Fitch expects personnel expense to continue to rise due to
the nationwide nursing shortage. Although Good Samaritan is on
the road to recovery, Fitch believes these and other major
challenges ahead may place downward pressure on the rating.

Good Samaritan is part of Caritas Christi Health Care System,
which does not guarantee any of the medical center's existing or
future debt. Good Samaritan is located in Brockton, MA,
approximately 21 miles west of Boston and operates 224 beds.


HAYES LEMMERZ: Brings-In Lazard for Advice on Financial Matters
---------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
present to the Court an application for an order authorizing the
employment and retention of Lazard Freres & Co. LLC as financial
advisors and investment bankers for the Debtors, nunc pro tunc
to the Petition Date for the purpose of providing financial
advisory and investment banking services to the Debtors during
these chapter 11 cases.

Kenneth A. Hiltz, the Debtors' Chief Finance Officer and Chief
Restructuring Officer, tells the Court that Debtors seek to
retain Lazard as their financial advisors and investment bankers
because Lazard and its senior professionals have an excellent
reputation for providing high quality investment banking
services to debtors and creditors in bankruptcy reorganizations
and other debt restructures, and extensive knowledge of the
Debtors' financial and business operations. In its capacity as
the Debtors' pre-petition financial advisors and investment
banker, Lazard has developed knowledge of the Debtors' financial
and business operations and worked with the Debtors on numerous
matters.

In addition to Lazard's understanding of the Debtors financial
history and business operations and the industry in which the
Debtors' operate, Mr. Hiltz submits that Lazard and its senior
professionals have extensive experience in the reorganization
and restructuring of troubled companies, both out-of-court and
in chapter 11 proceedings. Lazard's employees have advised
debtors, creditors, equity constituencies and government
agencies in complex financial reorganizations, which involve
over $150,000,000,000 in restructured debt. Mr. Hiltz relates
that the professionals of Lazard have been employed as
investment bankers in a number of troubled company situations,
including the chapter 11 cases of Owens Corning, Fruit of the
Loom, Vlasic Foods International, Armstrong Worldwide
Industries, Fine Host, Master Graphics, American Pad & Paper,
Stone & Webster, Wireless One, Sun Healthcare Group, CAI
Wireless Systems & USN Communications.

Lazard is familiar with the Debtors' business and financial
affairs and is well-qualified to provide the services required
by the Debtors. Prior to the Petition Date, the Debtors engaged
Lazard to provide advice in connection with the Debtors'
attempts to complete a strategic restructuring, reorganization
and/or recapitalization and to prepare for the commencement of
these cases. In providing pre-petition services to the Debtors
in connection with these matters, Lazard's professionals have
worked closely with the Debtors' management and other
professionals and have become well-acquainted with the Debtors'
operations, debt structure, business and operations and related
matters. Accordingly, Lazard has developed significant relevant
experience and expertise regarding the Debtors that will assist
it in providing effective and efficient services in these cases.
Should the Court approve the Debtors' retention of Lazard as
investment bankers, Lazard will continue, without interruption,
to perform the services for the Debtors as described herein.

Mr. Hiltz maintains that the resources, capabilities, and
experience of Lazard in advising the Debtors are crucial to the
Debtors' successful restructuring. An experienced financial
advisor such as Lazard fulfills a critical need that complements
the services offered by the Debtors' other restructuring
professionals. Lazard will concentrate its efforts on
formulating strategic alternatives, negotiating with the
Debtors' banks, bondholders, and other creditor constituencies,
and assisting the Debtors to formulate and implement a viable
reorganization plan.

Prior to retaining Lazard, Mr. Hiltz informs the Court that the
Debtors' senior management interviewed senior personnel of and
considered proposals from other investment banking firms. The
Debtors evaluated each firm on a number of criteria, including:
the overall restructuring experience of each firm and their
professionals; the overall financial advisory and investment
banking capabilities of such firm; the firm's experience in
advising large companies in chapter 11; the likely attention of
the senior personnel of the firm; and the compensation to be
charged. After due consideration of the above and as an exercise
of their business judgment, the Debtors concluded that Lazard
was best qualified to provide financial advisory and investment
banking services to the Debtors at a reasonable level of
compensation.

The professional services that Lazard will render to the Debtors
as reasonably requested are expected to include:

A. Review and analyze the Debtors' business, operations and
         financial projections;

B. Evaluate the Debtors' potential debt capacity in light of its
         projected cash flows;

C. Assist in the determination of an appropriate capital
         structure for the Debtors;

D. Assist in the determination of a range of values for the
         Debtors' on a going concern and liquidation basis;

E. Advise the Debtors on tactics and strategies for negotiating
         with its various groups of Creditors and/or other
         stakeholders;

F. Render financial advice to the Debtors and participate in
         meetings or negotiations with Creditors and/or other
         stakeholders in connection with any Restructuring
         Transaction;

G. Advise the Debtors on the timing, nature, and terms of any
         new securities, other consideration or other inducements
         to be offered to its Creditors and/or other stakeholders
         in connection with any Restructuring Transaction;

H. Assist the Debtors in preparing any documentation required in
         connection with the implementation of a Restructuring
         Transaction;

I. Provide financial advice and assistance to the Debtors in
         developing and obtaining confirmation of a plan of
         reorganization, as the same may be modified from time to
         time;

J. Assist the Debtors with respect to any potential sale of any
         subsidiaries, divisions or assets to a third party
         resulting in a Business Combination, including assistance
         and advice with respect to the structure of and
         negotiations relating to the Sale Transaction and
         participation in any solicitation and marketing efforts
         that may be undertaken by the Debtors related to the Sale
         Transaction, including preparation of solicitation
         materials or similar documents and contact with third
         parties in connection with the Debtors' marketing
         efforts;

K. Assist in arranging financing for the Debtors;

L. Advise and attend meetings of the Debtors' Board of Directors
         and committees;

M. Provide testimony, including expert testimony where
         warranted, in any proceeding in any judicial forum; and

N. Provide the Debtors with other customary general
         restructuring advice.

The Debtors have been advised that fees for the services
rendered in these cases will be as follows:

A. Monthly Advisory Fees - The Debtors shall pay Lazard a
         monthly financial advisory fee of $200,000 in cash for
         each month during Lazard's engagement. Monthly Advisory
         Fees paid or payable during the first 12 months of
         Lazard's engagement under the Engagement Letter shall be
         credited against the Restructuring Transaction Fee.
         Monthly Advisory Fees incurred after the first 12 months
         of Lazard's engagement under the Engagement Letter shall
         not be credited against any fee payable under the
         Engagement Letter;

B. Restructuring Transaction Fee. In the event the Debtors
         consummate a Restructuring Transaction, the Debtors shall
         pay Lazard a Restructuring Transaction fee in the amount
         of $8,800,000 in cash, payable promptly upon closing of
         such Restructuring Transaction;

C. Sale Transaction Fees:

         a. If, whether in connection with the consummation of a
            Restructuring Transaction or otherwise, the Debtors
            consummate a Sale Transaction incorporating all or
            substantially all of their assets of the majority of
            the Debtors' equity interests, Lazard shall act as the
            investment banker in connection therewith. Lazard's
            compensation for such services shall be the Monthly
            Advisory Fees and the Restructuring Transaction Fee.

         b. In the event that the Debtors consummate a Sale
            Transaction relating to certain of the Debtors'
            business lines, divisions or operating groups, the
            Debtors shall pay Lazard a fee in cash based on the
            Aggregate Consideration. Any Limited Sale Transaction
            in which Lazard does not act as the investment banker
            will not result in a cash fee payable to Lazard. One-
            half of any Limited Sale Transaction Fee shall be
            credited against any subsequently payable
            Restructuring Transaction Fee; and

         c. Any fee described above shall be paid upon closing of
            the applicable Sale Transaction, provided that Lazard
            recognizes that is must comply with any applicable
            provisions of the Bankruptcy Code.

Barry W. Ridings, Managing Director of Lazard Freres & Co. LLC,
states that the Firm also will seek reimbursement for reasonable
out-of-pocket expenses, and other fees and expenses, including
reasonable expenses of counsel, if any. Lazard will follow its
customary expense reimbursement guidelines and practices in
seeking expense reimbursement from the Debtors. As part of the
overall compensation payable to Lazard under the terms of the
Engagement Letter, the Debtors have agreed to certain
indemnification and contribution obligations. Lazard and the
Debtors believe that such provisions are customary and
reasonable for financial advisory and investment banking
engagements, both out-of-court and in chapter 11.

The Debtors request approval of the terms of Lazard's
engagement, including the terms of the Engagement Letter and the
indemnification provisions contained in the Indemnification
Letter. The Debtors believe that the fee structure and
indemnification provisions set forth in the Engagement Letter
are reasonable terms and conditions of employment and should be
approved.  Mr. Ridings believes that the fee structure and
indemnification provisions appropriately reflect the nature of
the services to be provided by Lazard and the fee structures and
indemnification provisions typically utilized by Lazard and
other leading financial advisory and investment banking firms,
which do not bill their clients on an hourly basis and generally
are compensated on a transactional basis. The Debtors also
believe that the fee structure and indemnification provisions
are reasonable terms and conditions of employment in light of
industry practice, market rates charged for comparable services
both in and out of the chapter 11 context, Lazard's substantial
experience with respect to financial advisory and investment
banking services, and the nature and scope of work already
performed by Lazard prior to the Petition Date and to be
performed by Lazard in these chapter 11 cases.

During the period prior to the Petition Date, Mr. Ridings
informs the Court that the Debtors paid Lazard $600,000 for pre-
petition services rendered and $30,000 for out-of-pocket
expenses. The Pre-petition Payments represent Monthly Financial
Advisory Fees and reimbursement of out-of-pocket expenses for
the months of October, November and December 2001. (Hayes
Lemmerz Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


IMP INC: Subba Mok Takes Over 72% Controlling Equity Interest
-------------------------------------------------------------
On November 30, 2001, IMP, Inc., a Delaware corporation,
completed the sale and issuance of an aggregate of 5,482,284
shares of IMP's common stock to Subba Mok LLC, a Delaware
limited liability company, Manohar Malwa, Au Wah and Lee Shiu
Hon for an aggregate purchase price of $6.0 million pursuant to
a Stock Purchase Agreement dated September 28, 2001. Subba Mok's
members include Subba Rao Pinamaneni, IMP's Chairman of the
Board, Sugriva Reddy, IMP's former Chief Executive Officer, John
Chu, IMP's Vice President and General Manager of Standard
Products, Moiz Khambaty, IMP's Vice President of Technology,
Tarsaim Batra IMP's Chief Operating Officer and Vice President
of Manufacturing, K.Y. Mok and Dilip Kumor V. Lakhi.

In connection with the closing of the transactions contemplated
by the Stock Purchase Agreement, IMP, IMP's previous majority
stockholder, Teamasia Mauritius, and one of its affiliates
amended certain terms of the outstanding $3.5 million principal
amount of convertible debentures held by Teamasia, which
otherwise would have become due and payable in May and June
2001, as follows: (1) the maturity date was extended for one
year; (2)interest will accrue at the prime rate and be payable
on the maturity date; and (3) the conversion rate was reduced
from $8.75 to $3.45, the closing price of IMP's common stock on
May 10, 2001 (after giving effect to the 1-for-5 reserve stock
split effective on September 26, 2001). In addition, IMP issued
to Teamasia a warrant to purchase 319,800 shares of common stock
at an exercise price of $1.10 per share. Teamasia will continue
to be entitled to nominate one director for election to IMP's
Board of Directors for so long as it continues to own at least
five percent of IMP's outstanding stock.

As a result of the transactions described above, Subba Mok owns
approximately 72% of IMP's outstanding common stock. These
transactions constitute a change in control of IMP.

About 80% of the company's sales come from its silicon wafer
foundry services, through which it makes integrated circuits
(ICs) for customers such as International Rectifier (30% of
sales) and National Semiconductor (15%). IMP also makes its own
analog and mixed-signal microchips. The company makes data
communications ICs (including small computer system interface --
SCSI -- terminators) and power management ICs (including voltage
regulators and lamp drivers) for communications, computer, and
systems control applications. More than four-fifths of sales are
to US customers. India-based Teamasia Semiconductor owns more
than 60% of IMP. As of September 30, 2001, the company suffered
strained liquidity as its total current liabilities exceeded its
total current assets by about $500,000.


INTERTAPE POLYMER: Refinances Credit Facilities & Senior Notes
--------------------------------------------------------------
Intertape Polymer Group Inc. (NYSE:ITP) (TSE:ITP.) announced
that it has completed a refinancing of both its borrowing credit
facilities and $274 million senior notes.

The new credit facility, which is secured by a pledge of the
Company's assets, includes a three year committed $50 million
revolving credit facility, a $35 million revolving two year term
facility, and a $60 million revolving four year term facility.
Security being granted to these facilities will be shared with
the senior notes.

Proceeds under the new facilities were applied to repay
outstanding bank indebtedness of the Company of $125 million.
The new facilities bear interest at rates varying up to 320
basis points over prime and up to 395 basis points over LIBOR,
subject to adjustment. These reflect the current rates that the
Company has been subject to since June 2001. Of the $274 million
of outstanding senior notes, as amended, $25 million Series A
Notes, originally issued in 1999, bear interest at the rate of
9.91% per annum, $112 million Series B Notes bear interest at
the rate of 10.06% per annum, and $137 million Senior Notes,
originally issued in 1998, bear interest at a rate of 9.07% per
annum. In addition to amending the interest rates on the Senior
Notes, financial covenants have been amended to be generally
consistent with the financial covenants under the new credit
facility.

The new bank facilities contain the mechanics to have the rates
decline to 0 basis points over prime and 75 basis points over
LIBOR based on the Company's achievement of certain financial
covenant thresholds. In addition, both the bank facilities and
the revised senior notes contain financial conditions to the
release of all security.

Melbourne F. Yull, Chairman and CEO commented that "We are
pleased by the support of our Lenders in a difficult economic
environment. Resolution and closure of the refinancing allows
Management to continue to pursue the Company's strategic
objectives. These objectives require that the Company's capital
base be well structured and flexible to allow the Company to
grow and expand in the current economic environment. We are
satisfied that we have the proper capital base in place now that
we have completed this refinancing."


JAM JOE: Requesting Delaware Court to Extend Exclusive Periods
--------------------------------------------------------------
Jam Joe, LLC asks the U.S. Bankruptcy Court for the District of
Delaware to issue an order extending their exclusive periods to
file a chapter 11 Plan and to solicit acceptances of that plan
through March 29, 2002 and May 31, 2002, respectively.

The Debtors seek an extension of their Exclusivity Periods to
allow the Brandywine Wilminton location sale to proceed
smoothly, to permit them to continue an orderly reorganization
and to ensure that the Plan submitted accounts all the interests
of the Debtors, their estates, and their creditors.

Even though their cases are not among the largest, the Debtors
assert that it is quite complicated considering that they do not
have numerous individuals to devote to their reorganization
efforts. "Operating the quite popular Brandywine Greenville
restaurant does not leave Mr. Dietz much time for anything
else," the Debtors added in their motion.

Jam Joe, L.L.C. filed for bankruptcy protection Under Chapter 11
of the U.S. Bankruptcy Code on July 23, 2001 in the District of
Delaware. Christopher S. Sontchi, Esq. at Ashby & Geddes
represents the Debtors in their restructuring efforts.


LERNOUT & HAUSPIE: Will Decide on Leases on Confirmation Date
-------------------------------------------------------------
Allan S. Brilliant, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, asks, on behalf of Lernout & Hauspie Speech Products N.V.
and its affiliated debtors Dictaphone Corporation and L&H NV
Holdings USA, Inc., Judge Wizmur for entry of an order further
extending the time period during which the Debtors may assume or
reject unexpired leases and executory contracts.

Dictaphone asks that the time period be extended for it to and
including the earlier of (a) the effective date of a confirmed
Plan of Reorganization relating to Dictaphone, or (b) February
28, 2002.

L&H NV and L&H Holdings ask that their time periods be extended
to and including the earlier of (a) the effective date of a
confirmed Plan of Reorganization relating to L&H NV or L&H
Holdings, or (b) April 22, 2002.

The Debtors collectively have identified 179 leases which relate
to corporate offices, storage facilities, and consolidated
warehouse and office facilities to which a member of the Debtors
is a party.  Of these leases, 161 relate to properties located
in the United States and Canada, while 18 relate to properties
located outside of the United States and Canada.  Furthermore,
the distribution of the leases among the Debtors is:

             Dictaphone                155 Leases or subleases
             L&H NV and Holdings        24 Leases or subleases

Dictaphone reminds Judge Wizmur she has authorized the prior
rejection of 11 leases in the states of Illinois, Florida,
Connecticut, Michigan, Colorado, Missouri, Wisconsin,
Pennsylvania, and Tennessee.

The Debtors urge that this fourth extension, like others before
it, should be granted "routinely", and remind Judge Wizmur that
multiple extensions are permitted.  Since the inception of these
cases, the Debtors say they, in addition to handling exigent
administrative matters and business complications confronted in
any complex Chapter 11 case, have been working diligently to (a)
develop a reorganization plan that maximizes values for
creditors, and more specifically, (b) to file the L&H Joint Plan
and L&H Joint Disclosure Statement, and the Third Amended
Disclosure Statement and Plan for Dictaphone.  This process is
described as "arduous and time-consuming", given the size and
complexity of the Debtors' estates and the numerous
intercreditor issues that have arisen in these cases.

Dictaphone says it anticipates beginning solicitation of
acceptances of its plan in January 2002, and intends to notify
lessors and other affected parties as soon as possible during
this process whether their Dictaphone leases will be assumed,
assumed and assigned, or rejected.

The requested extension of time will provide an "appropriate
amount of time" for L&H NV and L&H Holdings to finalize the
distribution scheme to their respective creditors, to amend the
L&H Joint Plan and Disclosure Statement accordingly, to maximize
the value of their assets for the benefit of their creditors, to
seek approval of the L&H Joint Plan, as amended, and following
approval, to solicit acceptances or rejections of this Plan.
Preoccupied with these events and the exigencies of these
complex cases, neither Dictaphone nor the L&H Debtors have been
able to complete a thorough analysis of their respective leases.

Without the requested extension, the Debtors say they will be
forced to make decisions prematurely relating to the leases.  An
extension of time during which the Debtors may determine exactly
how to deal with each of the leases is warranted, especially
considering the tasks confronting the Debtors in the months
ahead.

Judge Wizmur promptly grants this Motion. (L&H/Dictaphone
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


LONE STAR: S&P Drops Ratings Over Financial Policy Concerns
-----------------------------------------------------------
Standard & Poor's lowered its ratings on Lone Star Technologies
Inc., and removed them from CreditWatch where they were placed
on October 9, 2001. The current outlook is stable.

The ratings had been placed on CreditWatch as a result of Lone
Star's plan to acquire the assets of North Star Steel Co.'s
tubular steel division for $430 million. Although Lone Star has
not completed the North Star acquisition, the downgrade reflects
the recognition of a more aggressive financial policy than had
been initially incorporated into the ratings on Lone Star. In
addition, the former ratings had reflected recognition of the
inherent volatility of oil and gas markets. However, the
favorable supply-and-demand fundamentals that existed when
Standard & Poor's originally rated Lone Star were expected to be
sustained for a longer period, which would have allowed Lone
Star to improve its capital structure to levels commiserate with
the initial ratings. However, since mid-2001, reduced industrial
demand and modest production increases have caused natural gas
inventories to swell at a record pace. Consequently, Lone Star's
financial profile will not meet expectations, as oil and gas
prices, drilling rig counts, and Lone Star's product volumes
have rapidly fallen.

Lone Star is a leading U.S. manufacturer of oil country tubular
good (OCTG) products, which are used in the completion and
production of oil and natural gas wells, and line pipe, which is
used in the transmission of oil and natural gas. The company is
also a leading manufacturer of the specialty tubing products
that are used in power generation, automotive, construction,
agricultural, and industrial applications. Markets served by the
company are highly competitive and volatile and subject to
extended periods of weak demand, excess capacity, and high
import penetration.

OCTG sales correlate directly with drilling activity and helped
buoy Lone Star's sales and profitability through the first half
of 2001. Spurred by record oil and gas prices late in 2000, the
U.S. drilling rig count in 2001 exceeded 1,200. However, due to
the recent glut in supply, natural gas prices have fallen from a
high of $10.00 per 1000 British thermal units (mmbtu) to
approximately $2.70 per mmbtu currently, and operators have
reduced reinvestment. This is manifested by a declining rig
count, which has now fallen below 900. Depending on the depth
and magnitude of the economic recession, the severity of the
weather this winter, and the demand for oil and gas, the U.S.
natural gas rig count could fall to as low as 600.  Standard &
Poor's believes that a rebound in U.S. drilling activity would
not be likely before late 2002.

Owing to weakening business trends, Lone Star's EBITDA interest
coverage declined to 3.8 times for the quarter ended September
30, 2001, from 7.8x in the previous quarter. Profitability is
expected to worsen in the near term, as distributors (the
company's main customers) are expected to limit purchases until
there is a meaningful rebound in oil and gas prices. In the near
term, cash generation is expected to be insufficient to meet the
company's debt service and capital spending needs and the
company will need to draw down some of its cash balances ($103
million as of Sept. 30, 2001).  Lone Star's capital needs are
relatively modest; the magnitude of cash depletion is dependent
on the severity and length of the downturn in oil and gas
drilling. Although there is some additional debt capacity at the
revised rating level, management is expected to limit its'
spending while its market prospects remain challenging.

                          Outlook: Stable

Lone Star's excess cash balances and availability under its
revolving credit facility should provide the financial
flexibility needed to sustain its operations in this current
downturn.

            Ratings Lowered and Removed from CreditWatch

                                                Ratings
       Lone Star Technologies Inc.     To                   From
          Corporate credit rating      BB-                   BB
          Subordinated debt            B                     B+


MCMS INC: Wishes to Extend Plan Filing Period through January 15
----------------------------------------------------------------
MCMS, Inc. asks the U.S. Bankruptcy Court for the District of
Delaware to extend the period during which only the Debtors may
file a plan or plans of reorganization and solicit acceptances
of that plan through January 15, 2002 and May 15, 2002
respectively.

Since the Petition Date, the Debtors have focused their efforts
almost exclusively on selling substantially all of their assets,
including the completion of an auction process. The Debtors have
been unable to devote the time and resources necessary to devise
a viable plan but are focused on ensuring the survival of their
business to preserve and maximize its value for the benefit of
their creditors and estates.

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


MAGNUM HUNTER: S&P Places Low-B Ratings on Watch Positive
---------------------------------------------------------
Standard & Poor's placed its ratings on Magnum Hunter Resources
Inc., on CreditWatch with positive implications. The CreditWatch
listing follows the recent announcement that Magnum Hunter and
Prize Energy Corp. have entered into a definitive merger
agreement.

According to the merger agreement, Prize shareholders will
receive $24 per common share payable in 2.5 shares of Magnum
Hunter common stock for each Prize Energy share, plus a minimum
of 25 cents per share to a maximum of $5.25 per share. The cash
component will be based on an average price calculation of
Magnum Hunter's share price. As of Sept. 30, 2001, Prize had
about $251 million of long-term debt. The combined entity, which
will retain the Magnum Hunter name, will be 51% owned by Magnum
Hunter shareholders and 49% owned by Prize shareholders.

The transaction significantly increases Magnum Hunter's scale in
its core onshore properties. The combined Magnum Hunter will
have a total proved developed reserve base of about 970 billion
cubic feet equivalent (bcfe; 55% natural gas) using December 31,
2000 reserve figures. Daily production for the nine months ended
September 30, 2001 averaged about 225,000 cubic feet equivalent.
Although the cash component of the acquisition price will be
determined near the close of the transaction, the combined
company's financial leverage is expected to decrease from Magnum
Hunter's current level. Standard & Poor's will resolve the
CreditWatch listings and ultimate ratings when the transaction
closes, following further discussions with management.

                   Ratings Placed on CreditWatch
                    with Positive Implications

       Magnum Hunter Resources Inc.
         Corporate credit rating                       B
         Senior unsecured debt                         B
         Shelf debt sr unsecd/pfd stk (prelim)         B/CCC+


MARINER POST-ACUTE: Intercompany Claims Bar Date Moved to Jan 22
----------------------------------------------------------------
The Mariner Health Group Debtors, the Mariner Post-Acute
Network, Inc, Debtors, the MHG Committee, the MPAN Committee,
the MHG Secured Lenders and the MPAN Secured Lenders have agreed
to extend the Stipulated Bar Date for intercompany claims and
claims by non-debtor affiliates by an additional approximately
60 days, to and including January 22, 2002. (Mariner Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


MATLACK SYSTEMS: Pushing for Third Extension of Removal Period
--------------------------------------------------------------
Through their attorneys, Matlack Systems and its Debtor
affiliates asks for a third extension on the time period within
which they may remove Pre-Petition Civil Actions through
February 11, 2002.

The Debtors believe that it is prudent to seek a third extension
to remove Pre-Petition Actions asserting that the extension will
afford them an additional opportunity to make fully informed
decisions regarding these actions.

Matlack, North America's No. 3 tank truck company, provides
liquid and dry bulk transportation, primarily for the chemicals
industry.  The company filed for chapter 11 protection last
March 29, 2001, in the U.S. Bankruptcy Court for the District of
Delaware, and is represented by Richard Scott Cobb, Esq., at
Klett Rooney Lieber & Schorling.  Matlack's 10Q Report, filed
with the Securities and Exchange Commission on March 31, 2001,
lists assets of $81,160,000 and liabilities of $89,986,000.


METALS USA: Bank of America Proposes to Set-Off Mutual Debts
------------------------------------------------------------
In the days leading up to the bankruptcy of Metals USA, Inc.,
and its debtor-affiliates, Bank of America N.A. operated under
its normal operating procedures, advancing funds as requested
and reconciling accounts at the end of each day. Prior to
petition date, Debtors' bank was unable to complete the second
step of those standard operating procedures, the reconciliation.

By motion, Bank of America, as agent for a group of secured
lenders, asks the Court for relief from automatic stay to net
out the mutual debts and claims which arose between the Debtors
and the Agent out of different pre-petition transactions.

Demetra L. Liggins, Esq., at Winstead Sechrest & Minick P.C. in
Dallas, Texas, relates that the on the petition date, Debtors
made withdrawals and transferred funds by wire from their
numerous bank accounts at Bank of America to numerous third
parties amounting to approximately $8,000,000. While Bank of
America transferred the funds as requested by the Debtors,
standard operating procedures did not allow it to post or
reconcile those transfers until later in the day. However, Ms.
Liggins states that when time came to post and reconcile those
transfers, Debtors had filed for bankruptcy and their accounts
had been administratively frozen. As a result, Bank of America
is now in the position of having given money to the Debtors, as
it cannot setoff those amounts against the Debtors' accounts as
it would have in the ordinary course.

In the days leading up to bankruptcy, Ms. Liggins informs the
Court that a computer error in Bank of America's reconciliation
system resulted in wire transfers which were initiated by
Debtors from certain accounts not being posted to those
accounts, even though beneficiaries had received the payments.
As a result, for approximately 4 day prior to petition date,
Debtors were receiving advances amounting to $5,000,000 without
being reconciled. Bank of America traced the source of the error
and was about to cure it when Debtors filed for bankruptcy.
Consequently, Bank of America again is in the position of having
given money to the Debtors, as it cannot setoff those amounts
against the Debtors' accounts as it would have in the ordinary
course. (Metals USA Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


MYWEB INC.COM: No Longer Complies with AMEX Listing Guidelines
--------------------------------------------------------------
MyWeb Inc.com (Amex:MWB) announced that the Company has received
notice from the American Stock Exchange indicating that the
Company no longer complies with Exchange's continued listing
guidelines due to losses in two of its most recent fiscal years
with equity below $2 million as well as publicly held market
shares with aggregate value of less than $1 million, as set
forth in Sections 1003(a)(i), 1003(a)(iv), 1003(b)(i) and 1003
(f)(iii) of the Company Guide, and that its securities are,
therefore, subject to being delisted from the Exchange.

The Company has appealed this determination and requested a
hearing before a committee of the Exchange. There can be no
assurance Company's request for continued listing will be
granted.


NATIONSRENT: Will Continue Existing Workers Compensation Program
----------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates sought and obtained
an entry of an order authorizing them to continue their existing
workers' compensation programs in all states in which they have
employees and pay certain pre-petition workers' compensation
claims, premiums and related expenses.

Daniel J. DeFranceschi, Esq., at Richards Layton & Finger, P.A.
in Wilmington, Delaware, relates that since September 1, 2000,
the Debtors have maintained a high-deductible workers'
compensation program with Travelers Property Casualty
Corporation in all of the Covered States other than Ohio and
West Virginia.  Under the Insured Program:

A. insurance coverage is provided for workers' compensation
         claims up to the statutory limits, with a $250,000
         deductible; and

B. the Debtors are obligated to pay an annual premium of
         $1,027,764.

To secure the Debtors' obligations under various insurance
policies with Travelers, Mr. DeFranceschi explains that
Travelers has required the Debtors to post collateral in the
form of two irrevocable letters of credit issued by Fleet
National Bank for the benefit of Travelers, in the face amounts
of $4,478,000 and $6,500,000, respectively. As of the Petition
Date, the aggregate amount of Insured Claims outstanding was
approximately $350,000.

Mr. DeFranceschi informs the Court that the Debtors participate
in "monopolistic" workers' compensation insurance programs in
the states of Ohio and West Virginia. The Funded Programs are
funded through and administered by the Ohio Bureau of Workers'
Compensation and the Workers' Compensation Division of the West
Virginia Bureau of Employment Programs, respectively. Under the
Funded Programs, the Debtors pay fixed premiums to the
appropriate state agency on a quarterly or semi-annuals basis
depending upon the Debtors' payroll for employees working in the
applicable state during the coverage period. Mr. DeFranceschi
states that the premiums are adjusted retroactively based on a
final audit of the Debtors' payroll system. All workers'
compensation claims paid under such state Funded Programs are
administered by the applicable state agency, which pays the
workers' compensation claims in full. The Debtors estimate that
the aggregate amount of premiums accrued but not yet paid as of
the Petition Date under the Ohio Funded Program is approximately
$63,000 while the aggregate amount of premiums accrued as of the
Petition Date under the West Virginia Funded Program is
approximately $16,000.

Mr. DeFranceschi contends that it is critical that the Debtors
be permitted to continue the Workers' Compensation Programs and
ensure that any Pre-petition Premiums, Insured Claims, fees,
assessments, retained amounts, claim expenses, amounts under the
Deductible and other related amounts are paid. The Debtors
otherwise would be required to make alternative arrangements for
workers' compensation coverage at a much higher cost because
such coverage is required under all applicable state workers'
compensation laws, with severe penalties if an employer fails to
comply with such laws. In fact, if workers' compensation
coverage is not maintained as required by such laws, without
interruption, employees could bring lawsuits for potentially
unlimited damages, the Debtors' ongoing business operations in
certain states could be enjoined and the Debtors' officers could
be subject to criminal prosecution.

If the Debtors fail to pay the Travelers Premium, the pre-
petition Insured Claims and other amounts due to Travelers, the
Debtors anticipate that Travelers would simply draw down the
Travelers Letters of Credit to pay such claims. Furthermore, the
Debtors believe that any delay in the timely payment of the Pre-
petition Premiums, the pre-petition Insured Claims or other
amounts due to Travelers would have a negative impact on the
morale of the Debtors' current employees at a lime when the
support of such employees is most critical.

The Court also authorized the Debtors to pay all costs incident
to the insured Program, such as processing costs and accrued but
unpaid charges for the administration of the Insured Program. As
of the Petition Date, Mr. DeFranceschi the aggregate amount of
outstanding Pre-petition Processing Costs was approximately
$25,900.15

Mr. DeFranceschi submits that payment of the Pre-petition
Processing Costs is justified because failure to pay such
amounts might disrupt the provision of services by third-party
providers under the Insured Programs. By paying the Pre-petition
Processing Costs, the Debtors may avoid even a temporary
disruption of such services and thereby ensure that their
current and former employees obtain all workers' compensation
benefits without interruption and the Debtors remain in
compliance with applicable state law at all times.

The Court also directs that all applicable banks and other
financial institutions be directed, when requested by the
Debtors, in the Debtors' sole discretion, to receive, process,
honor and pay any and all checks drawn on the Debtors' accounts
with respect to the Workers' Compensation Programs, including
Pre-petition Premiums, fees, assessments, retained amounts,
claim expenses, amounts under the Deductible, pre-petition
Insured Claims and Pre-petition Processing Costs, whether such
checks are presented prior to or after the Petition Date,
provided that sufficient funds are available in the applicable
accounts to make such payments. The Debtors represent that each
of these checks can be readily identified as relating directly
to the authorized payments with respect to the Workers'
Compensation Programs and believe that checks other than those
relating to authorized payments will not he honored
inadvertently. (NationsRent Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NET2000: Wants Extension of Schedules Filing Deadline to Dec. 31
----------------------------------------------------------------
Net2000 Communications, Inc., asks the Court to extend their
deadline to file Schedules and Statements through December 31,
2001.

The Debtors submit to the Court that a significant amount of
information must be accumulated, reviewed and analyzed to
properly prepare the Schedules and Statements. Since the Debtors
operate in multiple locations, it will be impossible for them to
complete this undertaking prior to the current deadline, not to
mention the unavoidable personnel shortages.

Presently, the Debtors estimate that the December 31, 2001
extension will provide them sufficient time to gather the
necessary information, confirm that information and prepare the
Schedules and Statements.

Net2000 Communications, Inc., providers of state-of-the-art
broadband telecommunications services to high-end customers,
filed for chapter 11 protection on November 16, 2001 in the U.S.
Bankruptcy Court for the District of Delaware. Michael G.
Wilson, Esq. at Morris, Nichols, Arsht & Tunnell represents the
Debtors in their restructuring effort. When the Company filed
for protection from its creditors, it listed $256,786,000 in
assets and $170,588,000 in debts.


OMNI ENERGY: Completes Restructuring of Senior Credit Facilities
----------------------------------------------------------------
Omni Energy Services Corp. (Nasdaq: OMNI) announced that it has
completed the restructuring of the terms of its senior credit
facilities and extended their maturity dates.  The company also
announced that it has exercised its option to purchase its
aviation fleet, which was previously operated under a long-term
lease agreement.

"The strategic realignment of our senior credit facilities
allows OMNI to pursue certain near term business opportunities,"
said James C. Eckert, Chairman and Chief Executive Officer of
OMNI.  "The restructuring of these facilities helps position us
and provides us the needed flexibility to take advantage of
these future events as they occur.  Under the terms of the new
credit agreements, our debt service requirements and cost of
borrowing are reduced.  The maturity dates are extended into the
third quarter of 2004."

Additionally, OMNI exercised its option to purchase its aviation
fleet, which was previously operated under a long-term lease
agreement.  The lease had a remaining term of about eight years
with a fair market purchase option at the end.  The negotiated
purchase price is well below the fair market value of the fleet
with financing terms much more favorable than those under the
current agreement.

"The timing was right to exercise our option under the aviation
lease agreement," said Eckert.  "Under the revised agreement our
monthly obligation is reduced by 27%.  We anticipate the
offshore aviation division will become a more integral part of
our business operations in 2002 and this restructuring
facilitates this growth potential."

Headquartered in Carencro, La., OMNI provides a broad range of
integrated services to both geophysical and exploration and
production companies engaged in the acquisition of on-shore
seismic data.  The Company provides its services through several
business units:  Seismic Drilling, Helicopter Support,
Permitting and Seismic Survey.  OMNI specializes in operations
in logistically difficult and environmentally sensitive terrain.


PACIFIC GAS: Parent & Committee Ink Plan Support Agreement
----------------------------------------------------------
Prior to filing the Amended Plan, the Committee of Pacific Gas
and Electric Company participated with the Proponents in the
negotiation and development of the Plan.  On September 19, 2001,
the Debtor, its Parent and the Committee entered into the
Support Agreement pursuant to which the parties agreed to take
all commercially reasonable actions and use their respective
best efforts to achieve timely confirmation and consummation of
a plan consistent with the term sheet attached as an exhibit to
the Support Agreement. The Committee acknowledges that the Plan
is consistent with such term sheet.

Under the terms of the Support Agreement, so long as no Support
Termination Event has occurred, the Committee shall:

(a) fully support the Plan,

(b) advocate in all material respects the Plan and the
      Restructuring Transactions,

(c) recommend that all parties entitled to vote do so in favor
      of the Plan,

(d) advocate and support all approvals and required orders
      concerning the Plan and the Restructuring Transactions,

(e) support the extension of the Debtor's exclusivity under
      section 1121 of the Bankruptcy Code, and

(f) respond affirmatively to all inquiries concerning the Plan
      and the Restructuring Transactions.

In addition, except as permitted or contemplated by the Support
Agreement, the Committee will not:

(a) object to the confirmation of the Plan or otherwise commence
      any proceeding to oppose, modify, amend or alter the Plan or
      any of the other documents to be prepared in connection
      therewith, each of which shall be consistent with the terms
      of the Support Agreement,

(b) consent to, support or participate in the formulation of any
      plan of reorganization or liquidation other than the Plan,

(c) directly or indirectly seek, solicit, support or encourage
      any plan of reorganization other than the Plan, or any sale,
      proposal or offer of dissolution, winding up, liquidation,
      reorganization, merger or restructuring of the Debtor or any
      of its affiliates that could reasonably be expected to
      prevent, delay or impede the successful implementation of
      the Restructuring Transactions contemplated by the Plan, or

(d) take any other action not required by law that is
      inconsistent with, or would materially delay, confirmation
      or consummation of the Plan.

As consideration for the Committee's support of the Plan, the
Proponents agreed to include certain provisions beneficial to
the unsecured creditors in the Plan.

First, the Debtor will pay all accrued but unpaid pre-petition
and Post-Petition Interest through the Confirmation Date on all
Allowed Claims within 10 days after the Confirmation Date or as
soon as practicable thereafter. In addition, except as provided
in the Support Agreement, following the Confirmation Date, the
Debtor will pay Post-Petition Interest in arrears on a quarterly
basis through the earlier of the Effective Date or the
occurrence of a Support Termination Event, with the exception of
certain Allowed Claims for which the Debtor will pay accrued
interest pursuant to and on the interest payment dates set forth
in the applicable instrument. In the event of a Support
Termination Event, the Debtor reserves the right to
recharacterize the amounts paid pursuant to the Support
Agreement as payment upon the applicable Allowed Claims, but
will not otherwise seek to recover any portion of such payments.
The Debtor does not envision seeking to recharacterize any
amounts paid on account of Post-Petition Interest unless the
Plan is not confirmed and Post-Petition Interest is not payable
pursuant to a subsequent plan.

Second, the Proponents will take all commercially reasonable
actions prior to the Effective Date to ensure that the debt
securities issued or sold under the Plan will trade at or above
par upon issuance. The Committee shall also have reasonable
observation rights in the process of issuing the debt
securities.

Finally, each creditor in Classes 4(f), 5, 6, 7 and 9 shall be
entitled to its pro rata share (based on the face value of notes
or other non-Cash obligations received) of a $40.0 million
placement fee.

The Committee's obligations under the Support Agreement are
conditioned upon the satisfaction or waiver of the following:
(a) the Proponents shall make all necessary filings with the
FERC by December 31, 2001, (b) the Bankruptcy Court shall enter
the Confirmation Order by June 30, 2002, (C) the Proponents must
obtain indicative ratings of investment grade from S&P and
Moody's for all debt securities to be issued or sold under the
Plan, (d) the Proponents shall receive all necessary regulatory
approvals by December 31, 2002, (e) the Proponents shall resolve
any tax issues raised by the Plan in a manner reasonably
satisfactory to the Committee by December 31, 2002, and (f) the
Effective Date must occur by March 31, 2003.

The obligations of the parties under the Support Agreement shall
terminate upon the occurrence of a Support Termination Event, if
not otherwise waived by the applicable party. A "Support
Termination Event" means any of the following:

(a) a breach of the Support Agreement by one or more of the
      parties, or

(b) a material adverse change in (i) the Debtor's prospects,
      business, assets, operations, liabilities or financial
      performance, (ii) the prospects for timely completion of the
      Debtor's reorganization as contemplated, (iii) the prospects
      for the sale at par of all debt securities issued or sold
      under the Plan, or (iv) the Chapter 11 Case. (Pacific Gas
      Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


POLAROID CORP: Int'l Specialty Calls for Decision on Contract
-------------------------------------------------------------
International Specialty Products Inc. and ISP Freetown Fine
Chemicals Inc. ask Judge Walsh for an order compelling Polaroid
Corporation, and its debtor-affiliates to:

      (i) immediately assume or reject its executory contract, or

     (ii) pay market rate pricing for products delivered post-
          petition, should the Debtors need more time to assume or
          reject the executory contract or the Debtors ultimately
          reject such executory contract.

International Specialty Products is a leading multinational
manufacturer of specialty chemicals and mineral products.
International Specialty Products and ISP Freetown entered into a
certain Supply and License Agreement dated February 1998 with
Polaroid Corporation.  According to Michelle McMahon, Esq., at
Connolly, Bove, Lodge & Hutz LLP, in Wilmington, Delaware, the
Supply Agreement was an integral part of a larger transaction
relating to the sale by Polaroid of its Freetown Chemical
Manufacturing Plant to International Specialty Products.  "It
should not be considered independent of the larger sales
transaction," Ms. McMahon emphasizes.

Under Polaroid's ownership, Ms. McMahon relates, the Plant was
utilized to process dyes and polymers for use in Polaroid's
instant imaging system.  "The parties recognized, however, that
the products produced by the Plant were essential to Polaroid's
manufacturing operations and required provision for a steady and
secure supply over a long-term period," Ms. McMahon informs
Judge Walsh.  With the sale of the Plant, Ms. McMahon continues,
the parties entered into a strategic and long-term relationship
whereby International Specialty Products would supply these
products to Polaroid, in exchange for Polaroid's commitment to
purchase the products from them over a set term consistent with
the terms and conditions of the Supply Agreement.  The parties
recognized that the Plant was a dedicated supply source for
Polaroid, Ms. McMahon adds.

According to Ms. McMahon, International Specialty Products and
Polaroid entered into an Agreement for the sale of the Plan for
a total purchase price of $64,750,000.  "The Asset Purchase
Agreement specifically contemplates the Supply Agreement as part
of a series of agreements that the parties would enter into in
connection with the sale of the Plant," Ms. McMahon explains.

Under the Supply Agreement, Ms. McMahon explains, International
Specialty Products would supply Polaroid with various fine
chemicals and polymers for an initial period of 5 years -- from
February 19, 1998 through February 19, 2003.  Ms. McMahon
relates that the pricing mechanism of the Supply Agreement is
tripartite, wherein Polaroid contracted to pay:

      (i) a capacity reservation fee of $1,166,667 per calendar
          month,

     (ii) an allocable reimburseable cost, which averages
          approximately $550,000 per month, and

    (iii) costs of raw materials.

"All 3 elements of the pricing formula as well as the initial
length of the Supply Agreement were essential terms of the
relationship between International Specialty Products and
Polaroid," Ms. McMahon says.

In addition, Ms. McMahon relates, the prices charged for the
products pursuant to the Supply Agreement have a built-in volume
discount.  Without all three elements of the pricing mechanism
extending over the entire term of the Supply Agreement, Ms.
McMahon tells the Court that the cost of producing the products
would be significantly higher.

Ms. McMahon informs Judge Walsh that the Debtors have made
demands on International Specialty Products at the volume
discount rate but the Debtors have not made a decision on the
assumption of the Supply Agreement.  "This exposes International
Specialty Products to great prejudice," Ms. McMahon claims.

If the Debtors decides to assume the Agreement, Ms. McMahon
asserts, it should be with all of the benefits and burdens of
the Supply Agreement.  In the alternative, Ms. McMahon says, the
Debtors should pay the market rate pricing for goods which is in
excess of the contract price - for products delivered post-
petition - if the Debtors need more time to assume or reject the
Supply Agreement or if the Debtors ultimately reject the
Agreement.  Since there is no market for the products that
International Specialty Products manufactures for Polaroid
pursuant to this Supply Agreement, Ms. McMahon notes,
International Specialty Products would have to dictate the
"market rate pricing" taking into account its expected return
under the Supply Agreement itself.

Ms. McMahon asserts that the equities are in International
Specialty Products' favor because the Debtors:

      (i) have a relatively small debtor in possession financing
          facility, which affects its long-term liquidity,

     (ii) have announced that they have no intention of
          reorganizing on a stand-alone basis, and

    (iii) are looking to sell their assets.

"It is likely that the Debtors, within the next few months, may
have to liquidate their assets if they cannot obtain the
necessary capital infusion or locate a purchaser for the assets.
This uncertainty provides substantial risk to the non-debtor
party to a dedicated supply contract, such as International
Specialty Products," Ms. McMahon contends.

Moreover, Ms. McMahon tells the Court that International
Specialty Products has made repeated requests for adequate
assurance - since early August this year - with respect to
Polaroid's performance under the Supply Agreement.  Ms. McMahon
adds that International Specialty Products has also repeatedly
sought to meet with Polaroid to consensually resolve the issues.
But Polaroid refused and merely stated that it needed time to
hold discussions with its consultants, Ms. McMahon informs Judge
Walsh.

"Polaroid has been in material breach of the Supply Agreement
since August 7, 2001 when International Specialty Products made
a demand for, among other things, adequate assurance and payment
of all outstanding charges.  To date, Polaroid has failed to
provide either.  Thus, Polaroid is not entitled to the benefits
of this Supply Agreement if it cannot meet the burdens," Ms.
McMahon argues.

It is apparent that Polaroid is attempting to delay discussions
in hopes of securing individual products for the short term, Ms.
McMahon observes, while not fulfilling its entire obligations
under the Supply Agreement that is the basis for the monthly
charges under the Agreement.  "Polaroid should not be allowed to
blow hot and cold," Ms. McMahon complains.  If Polaroid receives
the benefit of the bargain, Ms. McMahon insists that Polaroid
must adopt all of the burdens as well. (Polaroid Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


RESIDENTIAL ACCREDIT: Fitch Downgrades 1999-QS13 Due to Losses
--------------------------------------------------------------
Fitch takes rating action on the following Residential Accredit
Loans Inc. (RALI) mortgage pass-through certificates:

      * RALI 1999-QS13, class B1 ($1,600,271 outstanding), rated
        'BB' is placed on Rating Watch Negative;

      * RALI 1999-QS13, class B2 ($802,376 outstanding), rated 'B'
        is downgraded to 'CCC'.

The action is the result of a review of the level of losses
incurred to date and the current high delinquencies relative to
the applicable credit support levels. As of the November 25,
2001 distribution:

RALI 1999-QS13 remittance information indicates that 2.12% of
the pool is over 90 days delinquent, and cumulative losses are
$862,410 or 0.32% of the initial pool. Class B1 currently has
0.61% of credit support, and Class B2 currently has 0.09% of
credit support remaining.


STANDARD MOTOR: S&P Concerned About Subpar Credit Measures
----------------------------------------------------------
Standard & Poor's placed its ratings on Standard Motor Products
Inc., on CreditWatch with negative implications.

The CreditWatch placement reflects Standard Motor's weaker-than-
expected operating results and higher-than-expected debt use in
the past few quarters, leading to subpar credit protection
measures, and Standard & Poor's increasing concern that the
company will not be able to achieve the improvement in financial
measures factored into the ratings.

Standard Motor serves the engine management and temperature
control segments of the automotive aftermarket. Revenues are
split almost evenly between the two product areas.

Standard Motor's operating results have come under pressure
during the past two years due to higher-than-expected product
returns in its temperature control segment; inventory reduction
efforts by the company and several major retail customers; and
weather-related drops in demand. As a result, credit protection
measures have remained below expected levels. The ratings
were based on the expectation that debt to EBITDA would improve
to the 4 times level in the near term and settle in the 3.0x-
3.5x range over the longer term. Last year, debt to EBITDA was
about 4.5x, and based on current operating performance, this
measure is likely to deteriorate somewhat this year. For the
first nine months of 2001, net income totaled $3.8 million,
compared with $11.8 million for the same period of 2000.

Standard Motor's debt levels fluctuate during the year due to
the seasonality of the temperature control business, with the
peak borrowing period occurring in the first half of the year.
At Sept. 30, 2001, balance sheet debt totaled about $244
million, up slightly from the $203 million level at December 31,
2000. Debt levels are expected to decline somewhat in the fourth
quarter.

Standard & Poor's will meet with management to discuss near-term
operating prospects and the potential for debt reduction over
the near to intermediate term. If it appears that the company
will not be able to achieve the improvement in credit protection
measures factored into the ratings, the ratings are likely to be
lowered.

                Ratings Placed on CreditWatch Negative

       Standard Motor Products Inc.
         Corporate credit rating        BB
         Senior unsecured debt          BB
         Subordinated debt              B+


SUN HEALTHCARE: Enters Pact to Reduce Insurers' Claim to $1MM
-------------------------------------------------------------
On July 6, 2001, certain Insurers -- namely, Connecticut General
Life Insurance Company, The Equitable Life Assurance Society of
the United States, CIGNA Employee Benefits Services, Inc. and
Healthsource, Inc., United Healthcare Group (on its own behalf
and on behalf of its subsidiaries Unites Healthcare, Uniprise,
Evercare, and as administrator for the Metropolitan Life
Insurance Company and the Travelers Insurance Company), and
Aetna Life Insurance Company including any and all interest of
the Prudential Insurance Company of America -- filed a proof of
claim totaling $20,559,008 against Sun Healthcare Group, Inc.,
and its debtor-affiliates.

The claim consists of amounts the Insurers allegedly paid to the
Debtors for rehabilitation serviced for which they were
wrongfully billed.  The Debtors dispute all of the allegations
asserted by the Insurers in the claim.

In a stipulation memorializing their covenant, the parties agree
that:

    (A) The aggregate amount of the Insurers' claim, number 12605,
        is reduced from $20,559,008 to $1,000,000, and allowed in
        that lesser amount.

    (B) For purposes of voting on the Debtors' Joint Plan of
        Reorganization and for the purpose of receiving their
        ratable proportion of any distribution to the general
        unsecured claimants, the Insurers' claim shall be
        classified as a general unsecured claim and shall be an
        allowed claim in the amount of $1,000,000.

    (C) This agreement is in full and final settlement of the
        Insurers' claim. (Sun Healthcare Bankruptcy News, Issue
        No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900)


TXU ELECTRIC: Reaches Agreement to Sell 2 Power Plants to Exelon
----------------------------------------------------------------
On December 20, 2001, TXU Electric announced an agreement to
sell two of its Dallas/Forth Worth gas-fired electric generating
plants to Exelon Generation, a subsidiary of Exelon Corp., for
$443 million in cash. The two plants, which have a combined
capacity of 2,334 megawatts (MW), are the 893-MW Mountain Creek
Steam Electric Station (Dallas) and the 1,441-MW Handley Steam
Electric Station (Fort Worth).

The transaction includes a purchase power and tolling agreement
for TXU Electric's new merchant energy subsidiary, to purchase
power during summer months for the next five years.
The transaction is expected to be completed in early 2002.

The company is a subsidiary of utility holding company TXU
(formerly Texas Utilities) which supplies energy to more than 11
million customers in Australia, Europe, and Texas. TXU Electric
serves 2.6 million Texans and has a generating capacity of
21,100 MW. The company, in late October, received waiver of
provisions under indentures from its debenture holders.


TELESYSTEM INT'L: Clarifies Intentions Re ClearWave Conv. Loans
---------------------------------------------------------------
Telesystem International Wireless Inc., announces a
clarification to the facts previously disclosed in the offer
launched by the Company on December 11, 2001 to purchase all its
outstanding Units in exchange for 5.46 subordinate voting shares
of TIW for each Unit tendered.

As previously disclosed in the December 2001 Units Offer and in
the January 2001 ClearWave N.V. prospectus filed with the
securities commissions of each of the provinces of Canada and
with the Securities and Exchange Commission in the United
States, TIW currently holds demand loans from ClearWave. These
Loans were made over the past two years to fund general
corporate needs of ClearWave, including the making of capital
calls in subsidiaries as required from time to time to fund
network expansion and other related purposes. The Loans
outstanding are approximately US$92.8 million as of November 30,
2001.  Subject to compliance with applicable securities laws
and regulation, the Toronto Stock Exchange policies, as well as
corporate approval from ClearWave, these Loans are convertible
at TIW's option into Class B subordinate voting shares of
ClearWave.

Furthermore, because ClearWave is a reporting issuer under
Canadian securities law and regulation, the conversion of the
Loans requires compliance with applicable related party
transaction rules.  In response to certain inquiries from the
Unitholders, TIW wishes to clarify that it does not intend to
convert the Loans unless and until ClearWave has been afforded
sufficient time to give all holders of ClearWave securities an
opportunity to subscribe for Class B subordinate voting shares
of ClearWave so as to maintain their pro rata equity interest in
ClearWave after the conversion of the Loans.

TIW expects to file and deliver to Unitholders a Notice of
Change to the Units Offer as soon as practicable.

TIW is a global mobile communications operator with 4.9 million
subscribers worldwide.  The Company's shares are listed on The
Toronto Stock Exchange ("TIW") and NASDAQ ("TIWI").


TREESOURCE: Bankruptcy May Cripple Ability to Fully Utilize NOLs
----------------------------------------------------------------
TreeSource Industries Inc.'s net sales for the three months
ended October 31, 2001 decreased $1.2 million (2.9%), as
compared to the three months ended October 31, 2000. This
decrease was principally caused by a 6% decrease in lumber sales
volume partially offset by a 3% increase in the weighted average
net lumber sales price. The decrease in lumber sales volume
resulted from the curtailment of operations of Central Point
Lumber Co., Morton Forest Products Co., North Powder Lumber Co.,
and Pacific Hardwoods-South Bend Co. during fiscal 2001.

Gross profit for the quarter ended October 31, 2001 was 5.0% of
net sales, compared to negative 1.7% of net sales for the
quarter ended October 31, 2000. Unit manufacturing costs on a
consolidated basis in the three months ended October 31, 2001
decreased 14% as compared to the three months ended October 31,
2000. A significant portion of this decrease relates to the
closure of facilities with higher than average unit
manufacturing costs. The combined unit manufacturing costs for
just the four currently operating mills (Glide, Spanaway, Trask
and Tumwater) decreased 2% for the three months ended October
31, 2001 as compared to the three months ended October 31, 2000.
This decrease in unit manufacturing costs was due to both
improved mill productivity and an increase in total operating
hours. During the three months ended October 31, 2000, the
production at several mills was curtailed in response to then-
existing poor market conditions.

As of October 31, 2001, the Company had available an estimated
$47 million in federal net operating losses and $35 million in
state net operating losses to offset future taxable income. Due
to the bankruptcy, substantial doubt exists regarding the
Company's ability to fully utilize these NOLs. As a result, the
Company fully reserved for the NOLs generated during the three
months ended October 31, 2001. The Company periodically reviews
the above factors and may change the amount of the valuation
allowance as facts and circumstances dictate.

     Comparison of Six Months Ended October 31, 2001 and 2000

Net sales for the six months ended October 31, 2001 decreased
$6.0 million (7.0%), as compared to the six months ended October
31, 2000. This decrease was principally caused by a 12% decrease
in lumber sales volume partially offset by a 5% increase in the
weighted average net lumber sales price. The decrease in lumber
sales volume resulted from the curtailment of operations of
Central Point Lumber Co., Morton Forest Products Co., North
Powder Lumber Co., and Pacific Hardwoods-South Bend Co. during
fiscal 2001.

Gross profit for the six months ended October 31, 2001 was 7.8%
of net sales, compared to negative 1.4% of net sales for the six
months ended October 31, 2000. Unit manufacturing costs on a
consolidated basis in the six months ended October 31, 2001
decreased 17% as compared to the six months ended October 31,
2000. A significant portion of this decrease relates to the
closure of facilities with higher than average unit
manufacturing costs. The combined unit manufacturing costs for
just the four currently operating mills (Glide, Spanaway, Trask
and Tumwater) decreased 4% for the six months ended October 31,
2001 as compared to the six months ended October 31, 2000. This
decrease in unit manufacturing costs was due to both improved
mill productivity and an increase in total operating hours.
During the six months ended October 31, 2000, several of the
mills curtailed production in response to then-existing poor
market conditions.

As of October 31, 2001, the Company had available an estimated
$47 million in federal net operating losses and $35 million in
state net operating losses to offset future taxable income. Due
to the bankruptcy, substantial doubt exists regarding the
Company's ability to fully utilize these NOLs. For the six
months ended October 31, 2001 the Company utilized previously
reserved NOLs to offset any potential income tax expense related
to current period earnings. This utilization of NOLs resulted in
no income tax expense for the current period.


UNIVERSAL AUTOMOTIVE: Exercise Period for Warrants Extended
-----------------------------------------------------------
Concerning shares issued in connection with the exercise of
warrants, Universal Automotive Industries, Inc. has extended the
expiration of the exercise period for the Warrants
from 5:00 p.m. New York City time on December 31, 2001 to 5:00
p.m. Chicago time on January 15, 2002.  No other term or
condition relating to the Warrants or their exercise has been
amended.

Founded in 1981 as a general auto parts distributor, the company
makes and distributes aftermarket brake products, including
drums, rotors, disc pads, relined brake shoes, and hoses.
Universal Automotive sells its value-line brake parts under the
Universal Brake Parts (UBP) brand and private labels; it sells
premium products under the Ultimate name. Products are sold to
national retailers and warehouse and specialty distributors in
North America. The firm's eParts eXchange (EPX) subsidiary
operates a B2B Internet platform for buyers and sellers of
automotive aftermarket parts. Executives Arvin Scott, Yehuda
Tzur, and Sami Israel own about 45% of the company. As of
September 30, 2001, the company's liquidity is strained, as its
current liabilities exceeded current assets by over $300,000.


WAVERIDER COMMS: Fails to Meet Nasdaq Listing Requirements
----------------------------------------------------------
WaveRider Communications, Inc. (Nasdaq:WAVC), a leading global
provider of fixed wireless Internet access products, announced
it received a Nasdaq Staff Determination on December 21, 2001
indicating the Company did not comply with the minimum net
tangible assets and the minimum stockholders' equity
requirements for continued listing on The Nasdaq National Market
as set forth in Marketplace Rule 4450(a)(3), and that its
securities are, therefore, subject to delisting from The Nasdaq
National Market.

The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. There
can be no assurance the Panel will grant the Company's request
for continued listing on the Nasdaq National Market or the
Company's alternate request to list its stock on the Nasdaq
Small Cap Market. If the Panel does not approve either request,
the Company's stock may be eligible for quotation on the OTC
Bulletin Board. A hearing date has not yet been determined.

WaveRider Communications Inc. -- http://www.waverider.com-- is
a leading wireless information technology company that develops,
manufactures and markets products for data communications and
Wireless Internet Networking (WIN). WaveRider's high performance
products use direct sequence spread spectrum technology and
operate in the license-free 900 MHz and 2.4 GHz ISM frequency
bands. NCL Series Wireless Bridges and Routers provide the
wireless connection between single or multiple computer
networks. Integrated network management features ensure data is
quickly forwarded to its intended destination based on network
conditions. WaveRider's LMS (Last Mile Solution) Product Family
connects wireless modems that offer high-speed connections to
the Internet for business and residential customers. WaveRider
is traded on the NASDAQ National Market, under the symbol WAVC.


* BOND PRICING: For the week of Dec. 31, 2001 - January 2, 2002
---------------------------------------------------------------
Following are indicated prices for selected issues:

Amresco 9 7/8 '05                 29 - 30 (f)
Asia Pulp & Paper 11 3/4 '05      23 - 26 (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                     42 - 44
Enron 9 5/8 '03                   17 - 19 (f)
Global Crossing 9 1/8 '04         11 - 12
Level III 9 1/8 '04               48 - 50
McLeod 11 3/8 '09                 23 - 25
NWA 8.70 '07                      80 - 82
Owens Corning 7 1/2 '05           33 - 35 (f)
Revlon 8 5/8 '08                  40 - 42
Royal Caribbean 7 1/4 '06         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                   93 - 95

                            *********

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

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

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

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

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

                            *********

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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
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contained herein is obtained from sources believed to be
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                       *** End of Transmission ***