TCR_Public/020123.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, January 23, 2002, Vol. 6, No. 16     


AMF BOWLING: Seeks Court Approval of Settlement with 987 Stewart
AIRXCEL: Cash Flow Protection Concerns Prompt S&P Downgrade
AMCAST INDUSTRIAL: Q2 2002 Net Sales Slide-Down 4.9% to $131MM
ARCH WIRELESS: Seeking Court's Nod to Employ Valuation Research
ASSISTED LIVING: Appoints Steven L. Vick as President & CEO

BIORA AB: Will Voluntarily Delist ADRs from Nasdaq on January 31
BURLINGTON: Intends to Implement Key Employee Retention Program
CELL DATA LTD: Will Cease Operations to Commence Liquidation
CHIQUITA BRANDS: Has Until Mar. 8 to File Schedules & Statements
COMDISCO INC: Equity Panel Blocking HP Termination Fee Payment

COMPTON PETROLEUM: S&P Concerned About Further Reliance on Debt
DANBEL INDUSTRIES: 207354 Ontario Acquires Certain Units' Assets
ENRON CORP: Contract & Lease Rejection Protocol Approved
ENRON LNG: Case Summary & Largest Unsecured Creditors
ENRON CORP: Says It Notified Employees to Retain All Documents

EXODUS COMMS: Wants Approval to Pay Deutsche Bank Break-Up Fee
FARMLAND INDUSTRIES: Improved Financials Spur Ratings Adjustment
FOCAL COMMS: Names Telecomm Veteran M. Jay Sinder as New CFO
FOCAL COMMUNICATIONS: Expects Below-Breakeven EBITDA in Q4 2001
GAYLORD: Temple-Inland Launches New Tender Offers to Buy Assets

IT GROUP: Pushing for Approval of $75 Million DIP Financing
JAM JOE: Court Extends Exclusive Period to through March 29
KMART CORPORATION: Moody's Further Junks Debt Ratings
KMART CORP: Files for Chapter 11 Reorganization in Illinois
KMART CORP: Case Summary & 50 Largest Unsecured Creditors

KMART CORP: Fitch Drops Ratings to D Following Chapter 11 Filing
LERNOUT & HAUSPIE: Court Approves Gencore & Burks Agreements
LODGIAN: Court Confirms Administrative Expense Priority Status
LOOK COMMS: Expects to Implement CCAA Plan by February 11
MARINER POST-ACUTE: Disclosure Statement Hearing Begins Friday

MATLACK SYSTEMS: Court Extends Removal Period through Feb. 11
MCLEODUSA: Ends Sale Pact with Forstmann in Favor of Yell Group
METALS USA: Selling Salisbury & Newark Assets to Wells Manuf.
MILLENIUM SEACARRIERS: Bankruptcy Filing Prompts S&P's D Rating
MONTGOMERY WARD: Creditors Sue GE Capital for $1.3 Billion

NATIONSRENT INC: Court Grants Injunction Against Utility Firms
OPTI INC: Breider Moore Will Nix Proposed Plan of Liquidation
PACIFIC GAS: S&P Bullish About Forecasts Under Proposed Plan
PRIMIX SOLUTIONS: No Date Yet for Shareholders' Meeting in Feb.
PSINET INC: Court Approves Due Diligence Agreement with Cogent

RIGGS BANK: Restructuring Charges Prompt Fitch to Cut Ratings
RURAL CELLULAR: Will Pay Qtrly. Preferred Dividends on Feb. 15
SL INDUSTRIES: Elects New Board Under Change-In-Control Pact
SUN HEALTHCARE: Settles Claims Disputes with Justice Department
TALK AMERICA: S&P Junks & Places Ratings on CreditWatch Negative

TELESYSTEM INT'L: Extends Cash Purchase Offer for 7% Debentures
USG CORPORATION: Obtains EPA's Nod for One-Time Waste Exclusion
UNION ACCEPTANCE: Fitch Ratchets Sr. Debt Ratings Down a Notch
UNITED AIRLINES: Contract Negotiations with Union Crumbles
UNITED SHIPPING: Neslunds Disclose 26.1% Equity Stake

WHEELING-PITTSBURGH: Wants to Borrow $5MM from West Virginia
WORLD AIRWAYS: Seeks Mediation for Flight Attendant Negotiations
ZIFF DAVIS: Debt Workout Plans Spur S&P to Further Junk Ratings

* Thomas E. Patterson Joining Klee Tuchin Bogdanoff as Partner

* Meetings, Conferences and Seminars


AMF BOWLING: Seeks Court Approval of Settlement with 987 Stewart
AMF Bowling Worldwide, Inc., and its debtor-affiliates ask the
Court to approve a Settlement and Release Agreement with 987
Stewart Avenue Company, Inc., Samuel Feinerman, Joseph Mohr,
Oliver Patrick Russell, Marc Bowling, Inc., and Russell Bowling

According to Douglas M. Foley, Esq., at McGuireWoods LLP in
Norfolk, Virginia, relates that the Debtors and 987 are parties
to a 15-year lease of nonresidential real property dated July 9,
1993 relating to premises located at 987 Stewart Avenue, Garden
City, New York, and a 15-year Non-Compete Agreement dated July
9, 1993. The total compensation to be paid under the Non-Compete
is approximately $2,100,000 and is paid in monthly installments
of $12,000, and the total fixed rental, excluding additional
rent, to be paid under the Lease is approximately $1,576,000
paid in monthly installments as prescribed in the Lease.

Mr. Foley submits that the Debtors desire to assume the Lease
and reject the Non-Compete but 987 dispute the Debtors'
assertions that the Lease and the Non-Compete are severable. The
parties have reached a settlement to resolve all disputes
related to the Motion to Compel, whereby the Lease will be
assumed and the Non-Compete will be rejected, subject to certain
provisions, and AMF will pay to Marc Bowling, Russell Bowling,
S. Feinerman, Mohr, Russell, and I. Feinerman a lump sum payment
in the amount of $680,000 by check or other instrument or wire
transfer issued to Ackerman, Levine, Cullen & Brickman, LLP, as
attorneys. The 987 Entities shall have no other claims of any
kind relating to the Non-Compete. All post-assumption rights and
obligations by and between AMF and 987 under the Lease shall be
governed by the terms of the Lease and applicable law.

The parties are willing to settle this controversy in order to
avoid litigation, and the proposed settlement is reasonable and
in the best interest of the Debtors and their Estates. Mr. Foley
points out that the potential cost of litigation with respect to
the Motion to Compel probably outweighs any gain to be had by
either party. (AMF Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

AIRXCEL: Cash Flow Protection Concerns Prompt S&P Downgrade
Standard & Poor's lowered its ratings on Airxcel Inc. and
removed them from CreditWatch where they were placed in July
2001. The current outlook is stable. Airxcel manufactures air
conditioners for the recreation vehicles (RV) and
telecommunications industries.

The downgrade reflects Standard & Poor's expectation that cash
flow protection and debt leverage measures will remain below
levels appropriate for the previous ratings, even as the
company's markets improve. Credit quality reflects the company's
position as the leading manufacturer of air conditioners for
RVs, offset by the modest size and cyclicality of this
market, Airxcel's small financial base, and very aggressive debt

Airxcel's dominant share of the market for air conditioners, as
well as furnaces and water heaters, for RVs is supported by low-
cost operations and long-term relationships with leading
original equipment manufacturers (OEMs). Favorable demographic
trends bolster the likelihood for long-term expansion of RV
ownership, but the OEM customer base is highly concentrated and
sales are sensitive to general economic conditions and the price
and availability of gasoline. A downturn in the RV industry
begin in mid-2000, and unit shipments for 2001 were expected to
be down significantly from 2000, which was estimated to be the
second-strongest year since the late 1970s, with 1999 being the
strongest. RV dealers will need to replace inventories, which
have been contracting, and a slight up-tick in RV industry
shipments is possible in 2002.

Sales and earnings declined last year at the Marvair division, a
maker of specialty wall mount air conditioners, because of the
downturn in the telecommunications shelters market. Schools are
also an important focus of Marvair, but sales to that market
also dropped.

Overall operating income, before a special credit, during 2001
was down significantly, penalized by higher production costs and
a negative change in the product mix, as well as reduced sales
volume in the RV industry and telecommunications markets. The
special credit resulted from the reversal of accrued expense for
litigation, which has now been settled. The accruals exceeded
any payments made. EBITDA operating margins have eroded to about
11% recently, versus 14% a couple of years ago. A modest
strengthening of margins is possible when the RV market
recovers. During the next year or two, EBITDA interest coverage
is expected to strengthen to almost 2.0 times, and total debt to
EBITDA to improve to the 5x area. Funds from operations to total
debt is likely to remain well below 10%. Liquidity appears to be
sufficient, as only about $12 million has been borrowed under a
$31 million credit facility, which expires in 2006.

                         Outlook: Stable

The outlook reflects the expectation that sales at the RV and
Marvair operations will experience a meaningful recovery in the
next few years. This would allow thin credit quality ratios to
strengthen to levels satisfactory for the revised ratings.

             Ratings Lowered and Removed from CreditWatch


     Airxcel Inc.                      To               From
        Corporate credit rating        B                B+
        Subordinated debt              CCC+             B-

AMCAST INDUSTRIAL: Q2 2002 Net Sales Slide-Down 4.9% to $131MM
Consolidated net sales of Amcast Industrial Corporation
decreased by 4.9% to $131.2 million in the first quarter of
fiscal 2002 compared with $137.9 million in the first quarter of
fiscal 2001.

By segment, Engineered Components sales decreased by 2.9%
compared with the first quarter of fiscal 2001, while Flow
Control Products sales decreased by 10.2%. If CTC were
consolidated in the prior year, Engineered Components sales
would have decreased by 13.0%.

Gross profit for the first quarter of fiscal 2002 decreased by
35.2% to $10.6 million.  The decrease in gross profit is
primarily due to lower sales volume, which not only reduced
total sales dollars but manufacturing cost efficiency as well.
As a percentage of sales, gross profit was 8.0% for the first
quarter of 2002 compared with 11.8% for the first quarter of
2001.  In the Flow Control Products segment, lower sales volume
and, to a lesser extent, competitive pricing decreased gross
profit.  In the Engineered Components segment, lower sales
volume decreased gross profit partially offset by a favorable
product mix and a favorable Euro foreign currency exchange rate.

The Company's net loss for the first quarter of fiscal 2002 was
$5,523 as compared to the net gain of the same quarter of fiscal
2001 when net earnings were $82.

Management indicates that in the first quarter of fiscal 2002,
due in part to the September 11, 2001 terrorist attacks, the
Company faced a weakened economy with high uncertainty and
financial market instability.  Volume decreased due to weakness
in the U.S. economy both in vehicle production and in
construction.  Although automotive industry sales were helped by
lower interest rates and automobile manufacturers' aggressive
use of incentives, U.S. light vehicle production was down by 9%
versus the prior year.  In the construction industry,
construction companies attempted to reduce inventory levels
which reduced Flow Control's volume. Partly offsetting the
volume decline, sales benefited from an improved product mix,
primarily at the Company's European operations, and a stronger
Euro. Consolidated sales also increased because Casting
Technology Company (CTC) is now reported in the Company's
consolidated figures; whereas in the first quarter of fiscal
2001, CTC's activity was  accounted for on the equity method.  
The Company purchased its minority partner's interest in CTC in
the fourth quarter of fiscal 2001.

Amcast Industrial Corporation is a leading manufacturer
oftechnology-intensive metal products. Its two business
segmentsare brand name Flow Control Products marketed through
nationaldistribution channels, and Engineered Components for
originalequipment manufacturers. The company serves the
automotive,construction, and industrial sectors of the economy.
As reported in the Troubled Company Reporter on Oct. 19, 2001,
Amcast was in the process of renegotiating its loan with its
lending group of banks and senior noteholders. The report also
said that the lending group had waived the financial covenants
under its bank loan agreements until April 15, 2002, and
extended its maturity date to September 15, 2002.

ARCH WIRELESS: Seeking Court's Nod to Employ Valuation Research
Arch Wireless, Inc., and its Debtor-Affiliates ask the U.S.
Bankruptcy Court for the District of Massachusetts for
permission to employ Valuation Research Corporation.  Valuation
Research will render assist Arch by:

    a) providing opinions on the value of any property to be
       sold or acquired by the Debtors;

    b) providing liquidation analyses of each of the Debtors;

    c) providing allocations of reorganization value for use in
       "fresh start" accounting;
    d) appearing before this Court, any appellate courts, or
       other comparable tribunal, or the U.S. Trustee to testify
       regarding any value-related matters; and

    e) performing all other value-related services for the
       Debtors that may be necessary and proper in these

The Debtors say that they selected Valuation Research because of
its knowledge of the telecommunications industry, the Debtors'
business, and its recognized expertise in valuing tangible and
intangible assets, securities, and business enterprise.

The Debtors propose to pay Valuation Research its customary (but
not disclosed) hourly rates.

Arch Wireless, Inc. through its subsidiaries, is a leading
provider of wireless messaging and information services in the
United States. The Company filed for chapter 11 protection on
December 6, 2001 in the U.S. Bankruptcy Court for the District
of Massachusetts. Mark N. Polebaum, Esq. at Hale & Dorr LLP
represents the Debtors in their restructuring effort. When the
company filed for protection from its creditors, it listed
$696,449,000 in assets and $2,163,053,000 in debt.

DebtTraders reports that Arch Communications Inc.'s 13.750%
bonds due 2008 (ARCHC2) (with Arch Wireless, Inc. as underlying
issuer) currently trade between 0.250 and 1. See  
real-time bond pricing.

ASSISTED LIVING: Appoints Steven L. Vick as President & CEO
Assisted Living Concepts, Inc. (OTCBB:ASLC) elected Steven L.
Vick as president and chief executive officer, effective
February 15, 2002.

"Steven Vick is a recognized leader and innovator in the
assisted living industry," said Andy Adams, the Company's new
chairman of the board. "We look forward to him leading our team
in our ongoing strategic objectives and our mission to provide
affordable, quality housing and services to the nation's

Mr. Vick joins the company from Alterra Healthcare Corporation
where he previously served as president and chief operating
officer. Prior to Alterra, Mr. Vick co-founded Sterling House
Corporation in 1991 and served as its president until its merger
with Alterra in October, 1997. Previously, he practiced as a
certified public accountant specializing in health care

Mr. Vick succeeds Wm. James Nicol who joined the Company in
March 2000 as chairman and became president and chief executive
officer in November 2000. "We are appreciative of the work that
Jim Nicol has done in leading our restructuring efforts and
stabilizing the operations of the company these past two years.
Now that the financial foundation is in place, the Company will
focus on becoming the premier assisted living company in
America. The board is delighted and excited that Steven Vick has
agreed to lead the Company in this direction," said Adams.

Mr. Nicol, who will assist in the transition, said, "I am very
pleased with what we have accomplished during the past two years
and am very proud of the performance of the management team of
the Company. Assisted Living Concepts is poised to build on a
very solid base of operations and Mr. Vick's proven leadership
in focusing on quality resident services and improving operating
results will be a benefit to our employees, residents and

Assisted Living Concepts, Inc., owns, operates and develops
assisted living residences for older adults who need assistance
with the activities of daily living, such as bathing and
dressing. As of December 31, 2001, the company has 184
residences in 16 states. In addition to housing, the Company
provides personal care, support services and makes nursing
services available according to the individual needs of its
residents and as permitted by state regulation. The combination
of housing and services provides a cost efficient alternative
and an independent lifestyle for individuals who do not require
the broader array of medical and health services provided by
nursing facilities. The company filed for Chapter 11 bankruptcy
on October 1, 2001, in the US Bankruptcy Court for the District
of Delaware. Michael R. Nestor, Esq. at Young Conaway Stargatt &
Taylor and Robert A. Klyman, Esq., Jonathan S. Shenson, Esq.,
Sylvia K. Hamersley, Esq. at Latham & Watkins represent the
Debtors in their restructuring effort. When the company filed
for protection from its creditors, it listed $331,398,000 in
assets and $252,035,000 in debt.

BIORA AB: Will Voluntarily Delist ADRs from Nasdaq on January 31
Biora AB (Nasdaq: "BIORY", SSE "BIOR") will delist its American
Depositary Shares (ADRs) from the NASDAQ National Market on
Thursday January 31, 2002.

Starting Friday February 1, 2002, Biora's ADRs will be quoted on
the Over-the-Counter ("OTC") Market with bid and ask prices
published and distributed by Pink Sheets LLC.

As previously announced on November 7th in Biora's Report for
the First Nine Months 2001, the principal reason for the
voluntary delisting is that the company does not comply with
NASDAQ's new quantitative listing standards in regards to the
minimum equity requirements which became effective June 29,
2001. Biora has determined that it will not be in a position to
qualify for continued listing under the NASDAQ Marketplace Rules
prior to the end of the grace period at the end of November

Biora AB remains a registrant under the U.S. Securities Exchange
Act of 1934 and will therefore continue to file its annual
report and quarterly financial reports with the U.S. Securities
and Exchange Commission.

The company's ordinary shares listed on the "O-list" of the
Stockholm Stock Exchange are not affected by the NASDAQ

Biora develops manufactures and sells biology-based products for
the treatment of dental diseases. The principal product,
Emdogain(R) Gel, which is approved for sale in Europe, North
America and Japan naturally regenerates the supporting structure
that the tooth has lost due to periodontal disease. Biora's
American Depository Shares are listed on the NASDAQ National
Market in the US and Biora's ordinary shares are listed on the
"O-list" of the Stockholm Stock Exchange in Sweden.

BURLINGTON: Intends to Implement Key Employee Retention Program
One of the keys to the successful restructuring of Burlington
Industries, Inc., and its debtor-affiliates is their Key
Employees -- the individuals who are intimately familiar with
the Debtors' businesses and industries -- who have the
experience and knowledge necessary to revitalize the Debtors'
performance and profitability, according to Paul N. Heath, Esq.,
at Richards, Layton & Finger, in Wilmington, Delaware.  The
Debtors believe that retaining Key Employees -- core members of
their current management team and others -- is critical to their
reorganization efforts, Mr. Heath relates.

Mr. Heath explains that providing appropriate retention
incentives to the Debtors' key employees is important because
the Debtors' industry is extremely competitive and their major
competitors aggressively recruit qualified candidates.  In
combating these efforts, Mr. Heath states, the Debtors turned to
PricewaterhouseCoopers and Unifi Network for compensation
consulting services to assist them in developing a Retention
Program.  According to Mr. Heath, Unifi performed a
comprehensive analysis of the Debtors' existing and historical
compensation structure and completed extensive surveys of the
Debtors' employees, compensation practices in the Debtors'
industry and retention programs in similar chapter 11 cases.  
Based on these analyses, Mr. Heath notes, Unifi presented a
number of alternative approaches, consistent with approaches
used by other companies in similar circumstances, to the
compensation and benefits committee of independent directors of
Burlington's board of directors.  "The Compensation Committee
then worked with Unifi and the Debtors' other professionals to
develop and refine the Retention Program," Mr. Heath informs
Judge Walsh.

The Debtors believe that the Retention Program:

  (i) meets the dual goals of providing incentives necessary to
      retain their key employees while taking into account the
      financial constraints and obligations to creditors that
      the Debtors have as chapter 11 debtors; and,

(ii) is well within the court-approved ranges of similar
      programs for similarly-situated chapter 11 Debtors.

Mr. Heath further explains that the Retention Program is
designed to provide the Debtors' key employees with competitive
financial incentives so as to:

  (i) remain in their current positions with the Debtors through
      the effective date or the emergence of a plan or plans of
      reorganization in the Debtors' chapter 11 cases

(ii) assume the additional administrative and operational
      burdens imposed on the Debtors by their chapter 11 cases,

(iii) use their best efforts to improve the Debtors' financial
      performance and facilitate the Debtors' successful

Mr. Heath informs Judge Walsh that the Retention Program is
focused on a small, core group of the Debtors' management
employees specifically -- 71 employees -- who possess the
experience, skills and knowledge necessary to facilitate the
Debtors' successful reorganization. The Retention Program
includes three separate components:

  (i) a retention incentive plan, designed to provide retention
      incentives to key management employees;

(ii) an emergence performance bonus plan, designed to provide
      an additional incentive to those key management employees
      who are particularly essential to the implementation of
      the Debtors' restructuring plan through the plan
      confirmation process; and,

(iii) a severance plan, designed to ensure basic job protection
      for key management employees.

                     Retention Incentive Plan

The Retention Incentive Plan is designed for the purpose of
retaining key management employees through Emergence, Mr. Heath
explains.  Under the Retention Incentive Plan, Mr. Heath states,
71 of the Debtors' employees are classified into six tiers based
on each employee's responsibilities, role in the organization
process and anticipated contribution to the restructuring
efforts.  Each employee covered by this plan will be eligible

    (i) a retention payment equal to a percentage of his or her
        then-current base salary paid in installments over time,

   (ii) additional payments based on the date of Emergence.

"The estimated cost of this plan is between $7,423,750 an
$8,349,000 depending on the date of emergence," Mr. Heath adds.
The Debtors also propose to establish a reserve of $1,000,000
for their discretionary use during the pendency of the chapter
11 cases.  Mr. Heath explains that this is to provide Retention
Incentive Payments on a case-to-case basis within the Debtors'
sole discretion:

    (i) to new hires,

   (ii) to promoted employees not replacing Participating
        Employees, or

  (iii) as needed upon the occurrence of currently unforeseen

To be eligible for a Retention Incentive Payment, Mr. Heath
tells the Court that a Participating Employee must be employed
by the Debtors on the date that an installment of the Retention
Incentive Payment comes due.  However, Mr. Heath explains, if a
Participating Employee is terminated without cause, the
Participating Employee will receive a lump sum payment of the
pro-rate share of his or her earned but unpaid Retention
Incentive Payment.  But, in instances wherein a Participating
Employee is terminated with cause or voluntarily terminates his
or her employment, Mr. Heath relates, the employee forfeits any
unpaid portion of his or her Retention Incentive Payment.
"Forfeited amounts will remain available for use by the Debtors
for new participants in the Retention Incentive Plan," Mr. Heath

                    The Emergence Bonus Plan

The Debtors' senior management team is the driving force behind
the Debtors' reorganization efforts, Mr. Heath asserts.
Furthermore, Mr. Heath continues, these employees are
responsible for the formulation and implementation of the
Debtors' restructuring plan thus, are crucial to the Debtors'
successful reorganization.  The Debtors believe that it is
critical to retain these employees through Emergence and to
encourage these employees to devote their energies toward
achieving a successful restructuring of the Debtors' businesses
in an expeditious manner.  Mr. Heath relates that the Emergence
Bonus Plan provides an additional incentive payment to six
Participating Employees who are members of the senior management
that is tied directly to the length of the Debtors' chapter 11

The Emergence Bonus is payable on Emergence and is calculated by
multiplying each Emergence Bonus Participant's base salary by a
factor based upon the length of the proceedings, Mr. Heath
expounds.  Only those participants that are employed by the
Debtors on Emergence will receive an emergence bonus.  Mr. Heath
states that the estimated cost of the Emergence Bonus Plan will
be between $4,723,000 and $2,518,000 depending on the date of

                        The Severance Plan

Mr. Heath explains that the Severance Plan was created to
complement the Retention Incentive Plan to provide additional
security to the Participating employees.  According to Mr.
Heath, this plan replaces the Debtors' existing salaried
severance program for the Participating Employees, which was
based on employee age and length of service.  Mr. Heath further
clarifies that this plan is designed to ensure the employees'
basic financial security notwithstanding possible job loss by
providing eligibility for severance benefits.  Mr. Heath reports
that under the Severance Plan, participating employees whose
employment is involuntarily terminated after the Petition date
for reasons other than death, disability, retirement or cause
will receive the Severance benefits.  "The Severance Plan also
provides for extended Severance Benefits for Participating
Employees in Tiers I-IV, in accordance with industry practice
and each Participating Employee's Board approved pre-petition
employment contract in the event that the employee is terminated
as part of a change of control," Mr. Heath adds.

                       COO McGregor Agreement

Prior to the Petition Date, the Debtors entered into the
McGregor Agreement wherein, Douglas J. McGregor agreed to:

  (i) continue to serve as Burlington's Chief Operating Officer

(ii) assume the additional responsibilities of Burlington's
      Chief Restructuring Officer.

The McGregor Agreement runs from November 14, 2001 through
November 13, 2002 and provides for:

  (i) the continuation of Mr. McGregor's pre-petition annual
      salary of $525,000 and

(ii) a retention bonus of $1,000,000 to be paid to Mr. McGregor
      if he remains with the Debtors through November 13, 2002.

According to Mr. Heath, Mr. McGregor will not be entitled to
participate in the Retention Program or the Debtors' annual
performance incentive plan.

The Debtors contend that the terms of the McGregor Agreement and
in particular the McGregor Retention Bonus are consistent with:

    (i) compensation arrangements provided to chief operating
        officers and chief restructuring officers of comparable
        companies  in the Debtors' industries as well as other
        service and industrial companies;

   (ii) retention incentive payments provided to chief operating
        officers and chief restructuring officers of comparable
        chapter 11 Debtors; and,

  (iii) the level of services being provided by Mr. McGregor and
        the value of his knowledge and expertise to the Debtors'
        reorganization efforts.

Thus, the Debtors ask the Court for authority to implement the
Retention Incentive Plan, the Emergence Bonus Plan and the
Severance Plan and make any and all payments required.  The
Debtors also request Judge Walsh for authority to assume the
McGregor Agreement and make any and all payments, including the
McGregor Retention Bonus. (Burlington Bankruptcy News, Issue No.
6; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

CELL DATA LTD: Will Cease Operations to Commence Liquidation
Elbit Ltd. (Nasdaq: ELBT) said that the Board of Directors of
Cell Data Ltd., in which the Company has a 14.29% shareholding,
has today resolved that the business of Cell Data will cease

The decision followed upon the commencement of liquidation
proceedings against Cell Data, at the instigation of one of its
creditors, and the nomination by the District Court of Tel Aviv-
Jaffa of a temporary liquidator for Cell Data.  Cell Data's
board decided that Cell Data's business prospects do not justify
continued operations.

As a result, the Company will write-off from its balance sheet
an investment in Cell Data of approximately $4 million.

Cell Data was engaged in the development of a modem card
enabling Internet connection from laptop computers over networks
such as CDMA.

Elbit creates value by developing added value services for
tomorrow's e-business market. Elbit has a shareholding (12.3%)
in Partner (Nasdaq: PTNR), the first cellular operator in Israel
using GSM technology. Company growth is based on strategic
investments. Elbit develops e-business solutions by incubating
technology start-ups, providing them with comprehensive
management and strategic marketing capabilities. The following
are several of its key investments: Contop specializes in
wireless remote monitoring and control applications based on its
proprietary messaging technology. Cellenium develops, markets
and operates m-commerce patent-pending technologies and
solutions, enabling all cellular subscribers to securely use
their existing handsets for everyday payments. Elbit Vflash is
engaged in direct marketing over the Internet utilizing a
proprietary, non-intrusive, personalized, e-messaging technology
known as "vflash messenger." Dealigence is developing patent-
pending technology for corporate commerce sites and electronic
marketplaces that will allow traders to better match and
negotiate their transactions by taking into account a large
number of parameters and by preference matching. ICC has
developed a platform enabling streamlined purchasing,
distribution and payments. Utilizing advanced e-business tools
to provide an optimal solution for every stage of the purchasing
and supply chain process, ICC enables companies with
decentralized operations and diversified systems to consolidate
their procurement processes. A complete e-purchasing system can
be achieved without changing existing systems or making
additional investments. |starkey|NET is developing a complete
solution to enable a person to operate computerized software
applications in the new e-business era using natural language,
personal customized assistants personified in real-time 3D
animated characters and dialogue generating software. Textology  
utilizes technology that will enable organizations to manage
diverse unstructured information. Its products will provide an
integrated platform for automatic text categorization, natural
language search and data retrieval and high- quality
personalization. CellAct provides universal mobile messaging
connectivity to content providers who want to distribute content
and interactive applications to a variety of customers and
communities. AdreAct develops and markets products for
interactive communication over cellular telephones between a
number of advertising channels and the final customer.

CHIQUITA BRANDS: Has Until Mar. 8 to File Schedules & Statements
The United States Trustee and Chiquita Brands International
agree to extend the time for filing schedules of assets and
liabilities and statements of financial affairs required of all
debtors pursuant to 11 U.S.C. Sec. 521(1) through and including
March 8, 2002, with a waiver in the event that the Plan is
confirmed on that date. (Chiquita Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   

COMDISCO INC: Equity Panel Blocking HP Termination Fee Payment
The Official Committee of Equity Security Holders of Comdisco,
Inc., and its debtor-affiliates, insists that Hewlett-Packard
should not be rewarded with the termination fee payment after it
did everything it could to sabotage the bidding process.  The
Equity Committee asserts that Hewlett-Packard's ensuing bad
faith conduct clearly did not facilitate a full and fair
competitive bidding process for the Availability Solutions

In a Reply, the Equity Committee reiterates its arguments that:

  (a) the termination did not provide a benefit to the estate;

  (b) Hewlett-Packard's breach of the Agreement excuses Debtors'
      Agreement to make Termination Payments;

  (c) the portion of the August 9 Order approving the
      Termination Payments should be stricken; and

  (d) the Court should disallow any termination payments.
(Comdisco Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

COMPTON PETROLEUM: S&P Concerned About Further Reliance on Debt
Standard & Poor's assigned its single-'B'-plus corporate credit
rating to Compton Petroleum Corp. and its single-'B'-minus
subordinated debt rating to the company's proposed US$150
million 10-year senior subordinated debt issue, maturing in
2012. Proceeds from the proposed bond issue will be used to
repay existing bank debt and to fund general corporate purposes.
The outlook is stable.

The ratings on Compton reflect the following:

    * The company's recent acquisition-related growth strategy;
      Compton's internal growth prospects;

    * The company's near- to medium-term focus on development
      drilling, as it begins to exploit its undeveloped land
      portfolio following several years of exploratory drilling
      activity; and

    * Compton's operating cost profile, which is consistent with
      the quality of the hydrocarbons being produced, and
      competitive with other junior producers.

    * The company's future reliance on debt to partially fund
      its internal growth strategy and further acquisitions is
      an offsetting factor.

Compton's below-average business risk profile reflects a
business strategy focused on growth through the exploration and
development of its existing portfolio of assets and
acquisitions, as well as the company's focus on deep basin
natural gas exploration and production. Compton's high total
cost profile is due to its recent spending on up-front
exploratory drilling and infrastructure development; however,
Standard & Poor's expects the company's finding and development
(F&D) costs will trend lower beyond year-end 2001. Between 1998
and 2001, Compton's F&D costs reflected the company's
disproportionate spending on exploratory drilling, without
corresponding reserve additions, as well as high field costs. As
the company shifts to development drilling in 2002 and beyond,
its F&D costs are expected to trend toward its five-year average
of CDN$7.72 per barrel of oil equivalent. Production costs,
however, are expected to remain relatively stable during the
forecast period.

Furthermore, Compton's 1.9 times 2000 year-end recycle ratio
will improve, as the F&D costs decrease. The company's recycle
ratio in 1999 and 2000 largely reflected its high up-front
exploratory capital expenditures. Compton's reserve life index
benefits from the relatively lower decline rates attributed to
deeper natural gas wells in the Western Canadian Sedimentary
Basin; the average decline rate for deep gas wells is about 20%,
while shallow wells have an average decline rate of about 40%.
Compton's reserve life index should continue to improve as the
company's deep basin prospects are developed.

Compton's aggressive financial risk profile reflects its
spending policies, in which drill bit-related growth is funded
with internally generated cash flows and acquisitions are
financed through bank debt. Incorporating Standard & Poor's 2002
commodity price assumptions of a US$19 West Texas Intermediate
crude oil price and a Henry Hub natural gas price of US$2.25 per
million BTU, Compton's profitability and cash flow protection
measures will trend lower, as the company continues to expand
between 2002 and 2004. Furthermore, Compton's unhedged position
leaves the company's crude oil and natural gas production
exposed to hydrocarbon price volatility. As the company intends
to spend heavily in the near to medium term to develop its
assets, its financial flexibility, during an extended period of
low hydrocarbon prices, could become compromised. As a result,
Compton's EBITDA interest coverage and funds from operations to
total debt ratios are expected to trend below 5.0x and 50%,

                        Outlook: Stable

Standard & Poor's expects Compton will continue to build on its
four core operating areas in western Canada, where its existing
portfolio of assets will generate reserves and production beyond
the near term. In light of the company's aggressive growth
strategy and unhedged position, Standard & Poor's will continue
to monitor Compton's financial profile, should hydrocarbon
prices trend below their expected midcycle ranges.

DANBEL INDUSTRIES: 207354 Ontario Acquires Certain Units' Assets
Danbel Industries Corporation (TSE:DDI) provided an update with
regard to the previously announced appointment of an Interim
Receiver for certain of its subsidiaries. Danbel has been
advised that a transaction between Richter & Partners Inc. as
Interim Receiver of the Danbel Subsidiaries and 207354 Ontario
Inc. was completed December 21, 2001. Certain assets of the
Danbel Subsidiaries were purchased by 207354 Ontario Inc., a
company controlled by Mr. Irwin Beron, former President of JSL
Lighting (2000) Corporation and Executive V.P. of Danbel Inc.
Following completion of that transaction, the Interim Receiver
has advised that GMAC Commercial Credit Corporation - Canada and
GMAC Commercial Credit LLC continue to have interests against
the Danbel Subsidiaries.

Danbel further advised that it has just become aware Danbel Inc.
(formerly 1158478 Ontario Inc.), a wholly-owned subsidiary of
Danbel, was petitioned into bankruptcy on January 15, 2002 by
Richter & Partners Inc.

Danbel further announced that it has received notice from The
Toronto Stock Exchange that its common shares will be suspended
from trading on The Toronto Stock Exchange effective the close
of trading on Monday, January 21, 2002. The suspension is for 1
year, and unless Danbel receives approval for reinstatement of
trading privileges within the 1 year period, its shares will be
de-listed as of the close of business on Monday, January 20,

ENRON CORP: Contract & Lease Rejection Protocol Approved
Having reviewed the motion and the objections, Judge Gonzalez
authorizes Enron Corporation, and its debtor-affiliates to
implement these uniform procedures when rejecting Leases and

(a) Any Lease or Contract deemed unnecessary and burdensome to
    the Debtors based upon the sound business judgment of the
    Debtors may be rejected upon the Debtors giving 10 business
    days written notice via regular mail to:

        (i) the landlord or other non-Debtor party (and their
            counsel, if known) under the respective Lease or
            Contract and

       (ii) counsel for the Creditors' Committee.

    The notice shall include a copy of this Order, and shall be
    filed with the Bankruptcy Court by the Debtors
    contemporaneously with its service as provided for herein;

(b) If an objection to a Notice of Rejection is filed by the
    landlord, other non-Debtor party or the Creditors'
    Committee, and served upon, and actually received by,
    counsel to the Debtors prior to the expiration of the 10
    business day notice period (with a copy also served on
    counsel for the Creditors' Committee if it is not the
    objecting party), the Debtors shall seek a hearing to
    consider such objection at the Court's earliest convenience.
    If no objection is timely received, the applicable Lease or
    Contract shall be deemed rejected on the later of:

     (1) the date of the Notice of Rejection, and

     (2) the date of the surrender of leased premises to the
         affected landlord (where applicable);

(c) If a timely objection to a Notice of Rejection is received,
    and the Court ultimately upholds the Debtors' determination
    to reject the applicable Lease or Contract, then the
    applicable Lease or Contract shall be deemed rejected as of
    the date determined by the Bankruptcy Court as set forth in
    any Order overruling such objection; and

(d) Claims arising out of the rejection of Contracts and Leases
    must be filed with the Bankruptcy Court or any Court
    approved claims processing agent by the later of:

      (i) the deadline for filing proofs of claim established by
          this Court for the Debtors' cases, or

     (ii) 30 days after the effective date of rejection which
          shall be the later of:

          (1) the date of the rejection notice unless otherwise
              agreed, in writing by the Debtors and the counter-
              party to a particular Contract or Lease;

          (2) the date of the surrender of leased premises, if
              applicable; and

          (3) in the case where a timely objection has been
              filed, the date determined by the Bankruptcy Court
              as set forth in any Order overruling such

The Court further rules that any personal property, furniture,
fixtures, and equipment remaining at the premises subject to a
rejected Lease on the effective date of the rejection of such
Lease, shall be deemed abandoned to the respective landlord.
(Enron Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

ENRON LNG: Case Summary & Largest Unsecured Creditors
Debtor: Enron LNG Marketing LLC
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 02-10038-ajg

Type of Business: Enron's primary liquefied natural gas (LNG)
                  trading/marketing company and keeper of the
                  corporate LNG "trading book."

Chapter 11 Petition Date: January 4, 2002

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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


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

Total Assets: $21,040, 552

Total Debts: $11,577,873

Debtor's Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Oman LNG LLC                Trade Debt             $5,217,317
First Floor
Omnivest Building
CBD Area, Ruwi
Sultanate of Oman
General Manager and
Chief Executive
(p) 968-707807, Ext 200
(f) 968-707656
Operations Manager,
(p) 968-447777
(f) 968-447700

Trunkline LNG Company        Trade Debt             $874,000
P.O. Box 4967
Houston, TX 77210-4967
Manager of Marketing
(p) 713-989-7644
(f) 713-989-1177

ENRON CORP: Says It Notified Employees to Retain All Documents
Enron Corp. released the following statement in response to an
ABC News story broadcast yesterday:

    Since October 25th Enron has notified employees in no
uncertain terms that they are to preserve all documents and
materials.  The company has sent out four emails to that effect
from Oct. 25, 2001 through January 14, 2002.

    Specifically, Enron employees were warned on October 25th to
"Please retain all documents (which include handwritten notes,
recordings, emails, and any other method of information
recording) that in any way relate to the Company's related party
transactions with LJM1 and LJM2 ... You should know that this
document preservation requirement is a requirement of Federal
law and you could be individually liable for civil and criminal
penalties if you fail to follow these instructions."

    In subsequent messages sent on October 26 and October 31,
2001, employees were specifically instructed that the
requirement to preserve and retain all documents extended not
only to LJM documents but included all documents relating to:
the Broadband Services Division, Chewco, Azurix, New Power, the
accounting for any Enron investments, and Enron public
statements to investors, the Securities and Exchange Commission
or other regulatory bodies.

    Enron's communications with its employees were very clear on
the destruction of documents, and any breach of the company's
policy will be dealt with swiftly and severely. Enron has been
cooperating fully with congressional investigators and handed
over to various government investigators 41 boxes of documents
and materials.

EXODUS COMMS: Wants Approval to Pay Deutsche Bank Break-Up Fee
To compensate Deutsche Bank AG for serving as a "stalking horse"
whose bid will be subject to higher or better offers, Exodus
Communications, Inc., and its debtor-affiliates seek authority
to pay the Break-Up Fee or, in the alternative, the Expense
Reimbursement Fee, to Deutsche.

According to Mark S. Chehi, Esq., at Skadden Arps Slate Meagher
& Flom LLP in Wilmington, Delaware, under the proposed Bidding
Procedures, any interested party will be required to submit a
competing qualified bid to the Debtors on or before February 28,
2002, along with a deposit in the amount of $1,000,000. In the
event a competing qualified bid is received by such time, the
Debtors, in their sole discretion, will conduct an auction on
March 11, 2002, at the office of Skadden Arps Slate Meagher &
Flom LLP in Wilmington, Delaware, pursuant to the Bidding

To the extent that a Successful Bidder other than Deutsche is
selected by the Debtors and such bidder's offer is approved by
the Court, Mr. Chehi relates that Deutsche shall be entitled to
a Break-Up Fee of $1,000,000 -- an amount equal to approximately
2.2% of the aggregate purchase price offered by Deutsche for the
Leased Property and the Personal Property. The Expense
Reimbursement Fee in will be paid as reimbursement for out-of-
pocket costs incurred in connection with Deutsche's due
diligence of the Property if the sale to Deutsche does not go
forward for reasons other than Deutsche's breach of the Asset
Purchase Agreement and shall not be payable if the Break-Up Fee
is approved by the Court.

Mr. Chehi submits that bidding incentives encourage a potential
purchaser to invest the requisite time, money and effort to
negotiate with a debtor and perform the necessary due diligence
attendant to the acquisition of a debtor's assets, despite the
inherent risks and uncertainties of the chapter 11 process.
Historically, bankruptcy courts have approved bidding incentives
similar to the Break-Up Fee and the Expense Reimbursement Fee
under the "business judgment rule," which proscribes judicial
second-guessing of the actions of a corporation's board of
directors taken in good faith and in the exercise of honest

Further, Mr. Chehi points out that the Break-Up Fee and the
Expense Reimbursement Fee already have encouraged competitive
bidding, in that Deutsche would not be prepared to proceed with
the transaction to enter into an Asset Purchase Agreement at the
price and on the terms proposed -- including the absence of a
due diligence out - without these provisions. The Break-Up Fee
and Expense Reimbursement Fee thus have induced a bid that
otherwise would not have been made and without which bidding
would have started at a lower threshold and could be limited.

Furthermore, Mr. Chehi explains that Deutsche's offer provides a
minimum bid on which other bidders can rely, thereby increasing
the likelihood that the Debtors will receive the highest or best
bid for the Property. Finally, the mere existence of the Break-
Up Fee and the Expense Reimbursement Fee permit the Debtors to
insist that competing bids for the Property be materially higher
or otherwise better than the Deutsche proposal, a clear benefit
to the Debtors' estates.

Mr. Chehi contends that the Debtors' ability to offer the Break-
Up Fee or the Expense Reimbursement Fee enables them to ensure
the highest or best bid has been received in connection with the
sale of the Property while, at the same time, providing the
Debtors with the potential of even greater benefit to the
estates. The Debtors believe that the Break-Up Fee or, in the
alternative, the Expense Reimbursement Fee, are reasonable,
given the benefits to the estates of having a definitive Asset
Purchase Agreement and the risk to Deutsche that a third-party
offer ultimately may be accepted, and are necessary to preserve
and enhance the value of the Debtors' estates. (Exodus
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

FARMLAND INDUSTRIES: Improved Financials Spur Ratings Adjustment
Last week two nationally recognized rating agencies, Standard &
Poor's and Moody's Investor Service, reported Farmland rating
adjustments. These adjustments reflect changes in the company's
financial position since each agency's last release. Moody's
last adjusted its Farmland rating in November 2000, while
Standard & Poor's last adjusted Farmland's rating in 1997.

Moody's raised its Farmland rating, citing the company's debt
reductions and improved market conditions in the fertilizer
business. The agency reported a B1 rating, outlook stable. This
outlook relates to the rating itself, not to the company
overall. In this case, Moody's stable outlook indicates they do
not see strong indicators that the rating will move up or down
in the near-term.

Standard & Poor's lowered Farmland's corporate credit rating,
from BB+ to BB-. Prior to this, the S&P rating had been
significantly higher than Moody's and was last adjusted in 1997.
The company's financial picture changed significantly through
this period.

"We were expecting Standard & Poor's to issue an adjustment that
reflects the company's performance since 1997. The rating
reflects a couple of years of difficulty, somewhat offset by
Farmland's financial accomplishments of the last year," said
Farmland Chief Financial Officer John Berardi.

With S&P's "BB- outlook negative" rating and Moody's "B1 outlook
stable" rating, the two agency's ratings on Farmland are now
much more closely aligned.

Farmland President and CEO Bob Honse said, "One of our key
Navigating Tomorrow goals is to improve our ratings with these
agencies, and your Board and management are pleased that our
financial accomplishments are being recognized. While we have
more work to do, the rating agencies  are signaling our progress
toward long-term financial strength and sustained

Farmland Industries, Inc., Kansas City, Mo., -- -- is a diversified farmer-owned  
cooperative focused on meeting the needs of its local
cooperative- and farmer-owners. Farmland and its joint venture
partners supply local cooperatives with agricultural inputs such
as crop nutrients, crop protection products, and animal feeds.
As part of its farm-to-table mission, Farmland adds value to its
farmer-owners' grain and livestock by processing and marketing
high-quality grain, pork, beef and catfish products throughout
the United States and in more than 60 countries.

FOCAL COMMS: Names Telecomm Veteran M. Jay Sinder as New CFO
Focal Communications Corporation (Nasdaq: FCOM), a leading
national communications provider of local phone and data
services, has named telecommunications industry veteran M. Jay
Sinder as chief financial officer, replacing Ron Reising, who
resigned for personal reasons.  Sinder will also continue as the
Company's treasurer.

"I am extremely pleased to have Jay take on this critical role
with Focal," said Robert Taylor, Focal's chairman and chief
executive officer. "His broad financial background and
telecommunications experience will be invaluable as we continue
to execute our business plan."

Sinder, 35, joined Focal in 1998 and has served in key positions
as vice president of corporate development, vice president of
finance and treasurer. He has led the Company's financial
planning effort and has been a primary contributor to the
development and implementation of Focal's growth plan and
its recent comprehensive recapitalization, which dramatically
reduced debt and strengthened the Company's strategic position.  
Prior to joining Focal, Sinder held senior-level finance
positions at Ameritech, MCI Communications, Telephone and Data
Systems and IBM.  Sinder holds a BS from the University of
Michigan and an MBA from the University of Chicago.

Commenting on Reising's departure, Taylor said, "Ron stepped in
and immediately made a difference as we addressed a challenging
telecommunications environment and secured our recapitalization.  
Ron worked tirelessly on our behalf, commuting from his home in
Atlanta, and we wish him well in his future endeavors."

Focal Communications Corporation -- is a  
leading national communications provider.  Focal offers a range
of solutions, including local phone and data services, to large
communications-intensive customers.  Nearly half of the Fortune
100 use Focal's services, in 22 top U.S. markets.  Focal's
common stock is traded on the Nasdaq National Market under the
symbol FCOM.

As reported in the Troubled Company Reporter in November of last
year, S&P dropped Focal Communications' senior rating to D
following its  recapitalization, while Fitch junked its senior
notes and bank facility.

DebtTraders reports that Focal Corporation's 11.875% bonds due
2010 (FOCAL1) are trading between 38 and 42. See  
real-time bond pricing.

FOCAL COMMUNICATIONS: Expects Below-Breakeven EBITDA in Q4 2001
Focal Communications Corporation (Nasdaq: FCOM), a leading
national provider of local phone and data services, says it
expects revenue of at least $83 million for its fourth quarter,
ended December 31, 2001, in line with guidance and an increase
of at least 23% from the fourth quarter of 2000.  For the year,
Focal estimates revenue of at least $332 million, an increase of
at least 42% year-over-year.  The Company installed 94,299 gross
lines in the fourth quarter, but experienced significant line
disconnects in its ISP business, resulting in consolidated net
line additions of 42,136 for the fourth quarter of 2001.  On a
net basis, the Company installed 65,883 net new enterprise lines
and had 23,747 net ISP line disconnects.  At the end of the
year, 60% of the Company's lines were enterprise lines.

"Our revenue growth remains solid, despite a challenging
business environment," commented Robert Taylor, chairman and CEO
of Focal.  "In particular, our enterprise business continues to
expand at an increasing rate. While we expect fourth quarter
EBITDA will be below our earlier expectation of (negative)$4
million to breakeven, largely because of the expansion of our
salesforce and other discretionary investments, we expect these
investments will yield stronger EBITDA performance in 2002,"
Taylor concludes.

Focal Communications Corporation -- is a  
leading national communications provider.  Focal offers a range
of solutions, including local phone and data services, to large
communications-intensive customers.  Nearly half of the Fortune
100 use Focal's services, in 22 top U.S. markets.  Focal's
common stock is traded on the Nasdaq National Market under the
symbol FCOM.

GAYLORD: Temple-Inland Launches New Tender Offers to Buy Assets
Temple-Inland Inc. (NYSE: TIN) and Gaylord Container Corporation
(Amex: GCR) announce that Temple-Inland has launched new tender
offers to acquire Gaylord.  Temple-Inland's previously announced
tender offers to acquire Gaylord were allowed to expire on
January 7, 2002, because an insufficient amount of notes were
tendered to satisfy the minimum note condition applicable to the
offers.  The parties have signed a new definitive merger
agreement pursuant to which Temple-Inland will begin cross-
conditional tender offers for all of Gaylord's outstanding
shares and outstanding 9-3/8% Senior Notes due 2007, 9-3/4%
Senior Notes due 2007, and 9-7/8% Senior Subordinated Notes due

Certain outstanding bank debt and other senior secured debt
obligations of Gaylord will be paid or otherwise satisfied.  
Assuming that all shares and all Notes are tendered, the total
consideration for the transaction is approximately $847 million,
consisting of $1.17 per share, or approximately $65 million, to
purchase the outstanding shares of Gaylord, and approximately
$782 million to acquire all the Notes and to satisfy the bank
debt and other senior secured debt obligations.  Except for the
change in the consideration to be paid for the senior notes and
the shares, the material terms of the new offers remain
unchanged from the terms of the recently expired offers.

This transaction is contingent upon, among other things: (i) at
least two-thirds of the outstanding shares of Gaylord being
validly tendered and not withdrawn prior to the expiration date
of the offer, and (ii) at least 90% in aggregate principal
amount of the outstanding Notes of each series being validly
tendered and not withdrawn prior to the expiration of the offer.  
The transaction is also subject to regulatory approval and
satisfaction or waiver of customary closing conditions.  This
transaction is not conditioned upon financing.  Temple-Inland
has received a financing commitment from Citibank, N.A. to fund
its offer for all outstanding shares of Gaylord, to acquire all
the Notes, to satisfy the bank debt and other senior secured
debt obligations, and to pay costs and expenses associated with
the transaction.  The tender offers for the outstanding stock
and for the Notes are scheduled to expire on February 19, 2002,
but may be extended by Temple-Inland under certain conditions.

Pursuant to the terms of the merger agreement, a subsidiary of
Temple-Inland will commence a tender offer to purchase all of
the outstanding shares of Gaylord at a price of $1.17 per share
in cash.  Gaylord's Board of Directors, following the unanimous
recommendation of an independent special committee of the Board
established to review the transaction, has unanimously
recommended that its stockholders accept the offer and tender
their shares. Gaylord's Board of Directors has received fairness
opinions from Deutsche Banc Alex. Brown Inc. and Rothschild
Inc., its financial advisors, stating that the consideration to
be received by Gaylord's stockholders is fair from a financial
point of view to such stockholders.

A subsidiary of Temple-Inland will also commence a cash tender
offer and consent solicitation for each series of Notes.  The
purchase price per $1,000 in principal amount of Notes is equal
to the amount indicated in the table below.  The consent
solicitation seeks consent from the holders of each series of
Notes to amend the indentures governing the Notes to eliminate
certain restrictive covenants and other contractual obligations
of Gaylord.

Salomon Smith Barney Inc. will act as dealer/manager for Temple-
Inland in connection with the Notes tender offer.

Temple-Inland is a major manufacturer of corrugated packaging
and building products, with a diversified financial services
operation.  The company's 2.2 million acres of forestland are
certified as managed in compliance with ISO 14001 and in
accordance with the Sustainable Forestry Initiative (SFISM)
program of the American Forest & Paper Association to ensure
forest management is conducted in a scientifically sound and
environmentally sensitive manner. Temple-Inland's common stock
(TIN) is traded on the New York Stock Exchange and the Pacific
Exchange.  Temple-Inland's address on the World Wide Web is

Gaylord is a national major manufacturer and distributor of
brown paper packaging products including corrugated containers
and sheets, multiwall and retail bags, containerboard and
unbleached kraft paper.  Gaylord's common stock (GCR) is traded
on the American Stock Exchange.  Gaylord's address on the World
Wide Web is

IT GROUP: Pushing for Approval of $75 Million DIP Financing
The IT Group, Inc., and its debtor-affiliates seek the entry of
an Order from the Court authorizing them to:

A. obtain secured postpetition financing, from Sugar Acquisition
     (NVDIP) Inc., a subsidiary of Shaw Group Inc., up to an
     aggregate principal amount of $75,000,000, $25,000,000 of
     which is on an interim basis in the form of cash, under the
     terms of a Debtor-in-Possession Financing Agreement;

B. grant the Postpetition Lender priority in payment, with
     respect to the obligations under the DIP Facility over any
     and all administrative expenses, subject to the Carve-Out;

C. to grant the Postpetition Lender, in order to secure Debtors'
     obligations under the Postpetition Financing, in each case
     subject to the Carve-Out:

     a. perfected first priority security interests in and liens
          upon all unencumbered prepetition and postpetition
          property of the Debtors, other than causes of action
          arising under sections 502 (d) 544, 545, 547, 548,
          549, 550 or 551 of the Bankruptcy Code;

     b. perfected junior security interests and liens upon all
          prepetition and postpetition property of the Debtors,
          subject to valid and perfected liens in existence on
          the Petition Date, or to valid liens in existence on
          the Petition Date that are perfected subsequent to the
          Petition Date as permitted by section 546(b) of the
          Bankruptcy Code; and

     c. perfected senior priming security interests in and liens
          upon all prepetition and postpetition property of the
          Debtors senior in all respects to the liens granted to
          the Prepetition Secured Lenders under the Prepetition
          Credit Agreement and senior in all respects to any
          liens granted on or after the Petition Date to provide
          adequate protection to the Prepetition Secured

According to Timothy R. Pohl, Esq., at Skadden Arps Slate
Meagher & Flom LLP in Chicago, Illinois, the Debtors experienced
severe liquidity problems in late December and embarked on an
aggressive strategy under which it sought alternative financing,
strategic mergers and a sale of substantially all of the
Debtors' assets. In this regard, the Debtors solicited
traditional and nontraditional lenders regarding possible
interim and long-term financing.  Additionally, the Debtors
entered into substantive discussions with possible strategic
partners regarding potential transactions involving the sale of
all or part of the company's assets.

These efforts resulted in the Debtors negotiating a letter of
intent with The Shaw Group, Inc. regarding a transaction
pursuant to which Shaw would acquire substantially all of the
Debtors' assets in exchange for Shaw paying the Debtors
$105,000,000 in cash and stock, assuming certain liabilities of
the Debtors, and providing through its subsidiary Sugar
Acquisition (NVDIP) Inc., a DIP loan of up to $75,000,00, the
outstanding balance of which will be forgiven by Shaw if the
sale to Shaw is consummated.

In conjunction with the proposed Shaw transaction, Mr. Pohl
tells the Court that the Debtors negotiated for the Postpetition
Lender to provide the DIP Facility. Prior to the commencement of
these cases, the Debtors solicited proposals for debtor in
possession financing both from the Prepetition Secured Lenders
as well as other third party financial institutions but the
proposed DIP Facility was the only committed proposal for
financing received from any party.

The DIP Facility is the result of arm's length negotiations
between Shaw and the Debtors.  The salient terms of the
financing pact are:

Borrowers:    IT GROUP and its debtor subsidiaries;

Lender:       Sugar Acquisition (NVDIP), Inc.;

Advances:     The first $25,000,000 advanced under the DIP
              Credit Agreement shall be in the form of cash. The
              Debtors may request that advances in excess of
              $25,000,000 take the form of cash or Surety Bonds,
              provided, however, that the Postpetition Lender
              may approve or reject such a request in its sole

Commitment:   An amount of up to $75,000,000, with $25,000,000
              being fully committed and the remaining
              $50,000,000 to be made available at the
              Postpetition Lender's sole discretion;

Availability: For working capital and the Debtor's other general
              corporate purposes, including but not limited to
              payroll, in accordance with Initial and Subsequent

Term:         The earlier of the closing of the Shaw
              acquisition, 120 days from closing of the DIP
              Facility or 3 business days after entry of an
              order by the Bankruptcy Court approving an asset
              sale to any person other than Shaw.

Liens:        First priority liens on substantially all of the
              Debtors' assets, subject to the Carve-Out;

Interest:     LIBOR plus 3.5% per annum;

Fees:         A $1,8750,000 Commitment Fee and other customary
              reimbursements of the Lenders' expenses

Carve Out:    The Postpetition Liens shall be subject to:

              a. in the event of the occurrence and during the
                   continuance of an Event of Default, the
                   payment of allowed and unpaid professional
                   fees and disbursements incurred following
                   such occurrence by the Debtors and any
                   statutory committees appointed in the Cases
                   in an aggregate amount not in excess of
                   $1,750,000; and

              b. the payment of fees to the Clerk of the
                   Bankruptcy Court; provided, however, that
                   notwithstanding the foregoing, so long as an
                   Event of Default shall not have occurred and
                   be continuing, the Debtors shall be permitted
                   to pay compensation and reimbursement of
                   expenses allowed and payable, as the same may
                   be due and payable, and the same shall not
                   reduce the Carve-Out.

Mr. Pohl submits that the Debtors have been unable to procure
required funds in the form of unsecured credit or unsecured debt
with an administrative priority. Moreover, the DIP Facility is
the only facility obtained by the Debtors. Furthermore, the
terms of the DIP Facility reflect arm's-length negotiations and
the sound exercise of business judgment. Mr. Pohl contends that
it is critical to maintain the confidence of clients and, thus,
preserve and enhance the Debtors' going concern value. With the
credit provided by Postpetition Lender, the Debtors will be able
to obtain goods and services in connection with its operations,
thereby permitting them to create revenues to pay its employees,
and operate its businesses for the benefit of all parties-in-
interest until the time the Debtors consummate a sale of their

Mr. Pohl adds that the availability of credit under the DIP
Facility should give the Debtors' suppliers and vendors the
necessary confidence to continue ongoing relationships with the
Debtors, including the extension of credit terms for the payment
of goods and services, and be viewed favorably by the Debtors'
employees and clients, thereby helping to promote the Debtors'
successful restructuring.

The Debtors request that the Court authorize the Debtors to
obtain credit under the DIP Facility in the amount of not more
than $25,000,000 from the entry of the Interim Order until the
Final Hearing. Mr. Pohl explains that this will enable the
Debtors to maintain ongoing operations and have the means by
which they may avoid immediate and irreparable harm and
prejudice to their estates and all parties in interest, pending
the Final Hearing. The Debtors also request that the Court set a
Final Hearing date for 15 days after service of the Motion and
an objection deadline 5 days prior to the hearing on the Motion.
(IT Group Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  

JAM JOE: Court Extends Exclusive Period to through March 29
By order of the U.S. Bankruptcy Court for the District of
Delaware, Joe Jam L.L.C. obtained and extension of its exclusive
period during which to propose and file a plan of
reorganization.  That period runs through March 29, 2002.  The
Debtor obtained a concomitant extension of its exclusive period
during which to solicit acceptances of that plan through May 31,

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

KMART CORPORATION: Moody's Further Junks Debt Ratings
Moody's Investors Service further junks the ratings of Kmart
Corporation, one of the largest discount retailers in the United
States, and left the ratings on review for further possible
downgrade. There is approximately $4.7 billion of debt
securities affected.

Moody's review focus on the company's plans for financing its
operations, including the terms of any new financing and its
implications for the relative status and recovery value of
existing rated debt.

"Against a backdrop of declining confidence, including reports
that certain key suppliers have stopped shipping to Kmart, the
company has made no announcement regarding its financing
arrangements to support its business on an ongoing basis,"
Moody's said.

Moody's is uncertain what the company's liquidity position or
its business plan for 2002 might be, even though Kmart said that
discussions with lenders are going on.

                         Ratings Downgraded

Kmart Corporation                             To         From
* senior unsecured debt, medium term notes,   Caa3       Caa1
  issuer rating and senior implied rating
* lease certificates                          C          Caa2
* unsecured debt shelf registration           (P)Caa3    (P)Caa1
* subordinated debt shelf registration        (P)C       (P)Caa3
* preferred stock shelf registration          (P)C       (P)Caa3

* The commercial paper rating has been confirmed at Not Prime.

Kmart Financing I
* Guaranteed Trust Convertible Securities     (P)C       (P)Caa3
* preferred stock shelf registration          (P)C       (P)Caa3

Kmart Financing II, III, IV
* Preferred stock shelf registration          (P)C       (P)Caa3

* Industrial Revenue Bonds - Multiple issues of IRB's supported
by a guarantee from Kmart Corporation to Caa3 from Caa1 or to C
from Caa3, respectively.

KMART CORP: Files for Chapter 11 Reorganization in Illinois
"In order to aggressively address the financial and operational
challenges that have hampered . . . performance," Kmart
Corporation (NYSE: KM) and 37 of its U.S. subsidiaries filed
voluntary petitions for reorganization under chapter 11 of the
U.S. Bankruptcy Code.  In its filings in the U.S. Bankruptcy
Court for the Northern District of Illinois, in Chicago, the
Company indicated that it will reorganize on a fast-track basis
and has targeted emergence from chapter 11 in 2003.

                          DIP Financing

Kmart also announced that, to fund its turnaround and continuing
operations, it has secured a $2 billion senior secured debtor-
in-possession (DIP) financing facility from Credit Suisse First
Boston, Fleet Retail Finance, Inc., General Electric Capital
Corporation and JPMorgan Chase Bank, which will act in various
capacities including as collateral monitors, documentation
agents and syndication agents. The DIP facility, which remains
subject to Bankruptcy Court approval, will be used to supplement
the Company's existing cash flow during the reorganization
process. JPMorgan Securities Inc. and Fleet Securities, Inc.
arranged the financing. The Company expects to be able to access
$1.15 billion of the DIP facility upon court approval of an
interim financing order; the full facility is subject to final
court approval at a later date.

                         Why Kmart Filed

The Company said its decision to seek judicial reorganization
was based on a combination of factors, including a rapid decline
in its liquidity resulting from Kmart's below-plan sales and
earnings performance in the fourth quarter, the evaporation of
the surety bond market, and an erosion of supplier confidence.
Other factors include intense competition in the discount
retailing industry, unsuccessful sales and marketing
initiatives, the continuing recession, and recent capital market

                         Where Kmart's Going

Charles C. Conaway, Chief Executive Officer of Kmart, said: "We
are committed and determined to complete our reorganization as
quickly and as smoothly as possible, while taking full advantage
of this chance to make a fresh start and reposition Kmart for
the future. We deeply regret any adverse effect today's action
will have on our associates, vendors and business partners. I
also regret the impact of our filing on all Kmart shareholders,
including many of our associates. But after considering a wide
range of alternatives, it became clear that this course of
action was the only way to truly resolve the Company's most
challenging problems. I am confident that, with our tremendous
resources and dedicated supplier and associate communities,
Kmart will emerge from this process as a stronger, more dynamic,
more profitable enterprise with a well-defined position in the
discount retail sector."

All 2,114 Kmart stores are open and serving customers. The
Company's credit cards, checks, gift certificates and store
credits will be honored as always and its return policies have
not been affected by the filing. Kmart associates are being paid
in the usual manner and their medical, dental, life insurance,
disability, and other benefits are expected to continue without

The Company's pension plan and savings plans are maintained
independently of the Company and are protected under federal
law. The Company will continue to administer the plans as usual.
Other retiree benefits are also expected to continue without
disruption. The Company also said that approximately 3.5% of its
total 401(k) savings plan assets consist of Kmart shares
purchased by its employees and approximately 10.5% of the assets
consist of shares provided by the Company to match employee
investments. Total Kmart share holdings in its 401(k) savings
plan represent about 6% of Kmart's total outstanding common

Conaway said: "When I joined Kmart 18 months ago, I found a
company with many strengths, including dedicated associates,
great store locations, a proud 100-year history, and some of the
best known and loved brands in retailing - including the great
Kmart name itself. We remain determined to build on this
foundation and continue Kmart's transformation."

                    Hello, Mr. Hutchison

Kmart also announced that Ronald B. Hutchison has been named
Executive Vice President and Chief Restructuring Officer, a new
position, effective immediately. He and James B. Adamson, who
was elected non-executive Chairman of Kmart's Board of Directors
on January 17, 2002, will be actively engaged in advising Kmart
on reorganization matters and working with the senior management
team to rebuild and reposition the Company.

Hutchison, 51, was most recently Chief Financial Officer of
Advantica Restaurant Group, Inc. where he was one of the key
architects of the company's successful reorganization. He was
also involved in the financial reorganization of Leaseway
Transportation, a transportation holding company that emerged
from chapter 11 in the early 1990s.

Kmart Chairman James B. Adamson said, "We are gratified by the
support of our lenders in arranging our $2 billion of debtor-in-
possession (DIP) financing, an important vote of confidence in
the Company, our people, and our potential. We are also pleased
that the banks have agreed to allow our vendors an opportunity
to receive a second lien on the Company's collateral for their
post-petition accounts payable, provided that the vendors resume
normal trade terms and full merchandise shipments within the
first 60 days of the reorganization case. With that support, and
with the protection of chapter 11, we are confident the Company
will move forward in a better position to restructure for the
future. Fortunately, Kmart has a number of strengths upon which
we can build, including a substantial core group of profitable
stores in highly desirable locations."

                    The Newest Initiatives

Conaway outlined the strategic, operational and financial
initiatives that the Company intends to continue or implement
during the reorganization process, including:

    * Investing in key merchandising and marketing initiatives
      to enhance Kmart's strategic positioning as the authority
      for what Moms value by offering exclusive brands that will
      differentiate Kmart from its competitors;

    * Optimizing the supply chain to maximize efficiencies and
      service capabilities;

    * Investing in critical technology, standardized information
      technology platforms, merchandising opportunities and
      supply chain enhancements;

    * Evaluating the performance of every store and terms of
      every lease in the Kmart portfolio by the end of the first
      quarter of 2002 with the objective of closing unprofitable
      or underperforming stores this year to increase cash flow
      and return on invested capital;

    * Seeking Bankruptcy Court approval to immediately terminate
      the leases of approximately 350 stores that were closed
      previously by Kmart or are currently being leased by other
      tenants at rents below Kmart's obligation, thereby
      resulting in an immediate annual savings of approximately
      $250 million; and

    * Pursuing opportunities to reduce annual expenses by an
      additional $350 million through reengineering the
      organization, staff reductions, office consolidations, and
      other actions.

                              *   *   *  

Kmart said that it filed more than 30 first day motions in the
bankruptcy court in Chicago to support its approximately 240,000
associates and 4,000 vendors, together with its customers and
other stakeholders. The court filings include requests to obtain
interim financing authority and maintain existing cash
management programs; to retain legal, financial, real estate and
other professionals to support the Company's reorganization
cases; and for other relief.

During the restructuring process, vendors, suppliers and other
business partners will be paid under normal terms for goods and
services provided during the reorganization. In its filing
documents, Kmart and its U.S. subsidiaries listed total assets
of $17 billion of assets at book value and total liabilities of
$11.3 billion as of the fiscal quarter ended October 31, 2001.
Kmart's foreign subsidiaries are not covered by the filing and
are operating as normal.

More information about Kmart's reorganization case is available
at the following toll-free numbers:

           Associates - (877) 638-8856
           Customers - (877) 475-6278
           Vendors and Suppliers - (877) 453-5693.

Kmart Corporation is a $37 billion company that serves America
with more than 2,100 Kmart and Kmart SuperCenter retail outlets
and through its e-commerce shopping site at

KMART CORP: Case Summary & 50 Largest Unsecured Creditors
Lead Debtor: Kmart Corporation
             3100 West Big Beaver Road
             Troy, MI 48084

Bankruptcy Case No.: 02-02474

Debtor affiliates filing separate chapter 11 petitions:

            Entity                        Case No.
            ------                        --------
            Kmart Corporation of
              Illinois, Inc.              02-02462
            Kmart of Pennsylvania LP      02-02464
            Kmart of Indiana              02-02463
            Kmart of North Carolina LLC   02-02465
            Kmart of Texas L.P.           02-02466
   LLC             02-02467
            Big Beaver of Florida
              Development LLC             02-02468
            TC Group I LLC                02-02469
            Kmart Michigan Property
              Services, L.L.C.            02-02470
            Kmart Financing I             02-02471
            Troy CMBS Property, L.L.C.    02-02472
            Big Beaver Development
              Corporation                 02-02473
            Big Beaver of Guaynabo
              Development Corporation     02-02475
            Big Beaver of Caguas
              Development Corporation     02-02476
            BlueLight.Com, Inc            02-02477
            Kmart Holdings, Inc.          02-02478
            Kmart Stores of Indiana, Inc. 02-02480
            Kmart of Amsterdam, NY
              Distribution Center, Inc.   02-02479
            Kmart of Michigan, Inc.       02-02481
            Kmart Stores of TNCP, Inc.    02-02482
            Kmart Overseas Corporation    02-02483
            JAF Inc                       02-02484
            VTA Inc                       02-02485
            Big Beaver of Caguas
              Development Corporation II  02-02486
            Kmart Pharmacies, Inc.        02-02488
            Builders Square, Inc.         02-02489
            Big Beaver of Carolina
              Development Corporation     02-02487
            K Mart International
              Services, Inc.              02-02490
            Sourcing & Technical
              Services Inc.               02-02491
            Kmart Pharmacies of
            Minnesota, Inc.               02-02492
            STI Merchandising, Inc.       02-02493
            Kmart CMBS Financing, Inc.    02-02494
            KLC, Inc.                     02-02495
            PMB, Inc.                     02-02496
            ILJ, Inc.                     02-02497
            KBL Holdings Inc.             02-02498
            S.F.P.R., Inc.                02-02499

Type of Business: Kmart Corporation is the nation's second
                  largest discount retailer and the third
                  largest merchandise retailer. Kmart
                  Corporation currently operates approximately
                  2,114 stores, primarily under the Big Kmart
                  or Kmart Supercenter format, in all 50 United
                  States, Puerto Rico, the U.S. Virgin Islands
                  and Guam. Kmart Corporation's general
                  merchandise retail operations are located in
                  approximately 321 of the 31 Metropolitan
                  Statistical Areas in the United States.

Chapter 11 Petition Date: January 22, 2002

Court: Northern District of Illinois (Eastern Division)
Judge: Susan Pierson Sonderby

Debtors' Counsel:  John Wm. "Jack" Butler, Jr., Esq.
                   Skadden, Arps, Slate, Meagher & Flom, LLP
                   333 West Wacker Drive
                   Chicago, IL 60606
                   (312) 407-0700

Total Assets: $16,287,000,000

Total Debts: $10,348,000,000

Debtor's 50 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Bank of New York            Indenture Trustee    $2,377,532,000
125 Penn Plaza              for 8-3/8% Notes
New York, NY 10119          due December 1, 2004;
Attn: Paul Schmazel         12-1/2% Debentures
Phone: 212-896-7172         due March 1, 2005;
Fax: 212-896-7294           9.375% Notes due
                            February 1, 2006;
                            8-1/8% Notes due
                            December 1, 2006;
                            9-7/8% Notes due
                            June 15, 2008;
                            7-3/4% Debentures
                            due October 1, 2012;
                            8-1/4% Notes due
                            January 1, 2002;
                            8-3/8% Debentures
                            due July 1, 2022;
                            7.95% Debentures
                            due February 1, 2023;
                            and Medium Term Notes
                            Series A, B, C, and D.

BankBoston, N.A.            Loan                   $119,910,000
100 Federal Street
Boston, MA 02110
Attn: Kathleen Dimock
Phone: 617-434-3830
Fax: 617-434-6685

Chase II                    Loan                   $117,775,000
c/o Chase Manhattan Bank
1 Chase Manhattan Plaza
New York, NY 10081
Attn: Barry Bergman
Phone: 212-270-0203
Fax: 212-270-5646

Bank of New York            Loan                   $104,470,000
One Wall Street
8th Floor
New York, NY 10286
Attn: William Barnum
Phone: 212-635-1019
Fax: 212-635-1483

Credit Suisse First Boston  Loan                    $83,198,000
11 Madison Avenue
10th Floor
New York, NY 10010
Attn: Kristin Lepri
Phone: 212-325-9058
Fax: 212-325-8309

First Union National Bank   Loan                    $81,884,000
One South Penn Square
12th Floor
Widener Building
Philadelphia, PA 19107
Attn: Margaret J. Gibbons
Phone: 267-321-6613

Fleming Companies          Trade                    $75,820,923
1945 Lakepointe Dr.
PO Box 299013
Lewisville, TX 75029
Attn: Bill Marquard
Phone: 972-906-8860
Fax: 972-906-8424

John Hancock Life          Notes                    $72,674,000
   Insurance Co.
200 Clarendon St.
Boston, MA 02116
Attn: Roger G. Nastou
Phone: 617-572-6000
Fax: 617-572-1605

Bank One, NA               Loan                     $65,704,000
I Bank One Plaza
Suite ILI-0086
Chicago, IL 60670
Attn: Debora K. Oberling   
Phone: 312-732-4644
Fax: 312-336-4380

Handleman Co               Trade                    $63,679,560
500 Kirts Blvd.
Troy, MI 48084
Attn: Steve Strome
Phone: 248-362-4400
Fax: 248-362-3615

Buena Vista Home Video     Trade                    $56,275,198
139 Vista Dr.
Cannonsburg, PA 15317
Attn: Jim Davis
Phone: 724-746-5050

Comerica Bank              Loan                     $53,631,000
500 Woodward Avenue
P.0 Box 75000
MC 3268
Detroit, MI 48275
Attn: Jennifer Pugliano   
Phone: 313-222-9644
Fax: 313-222-9514

Bank of America            Loan                     $44,925,000
100 N Tryon Street
12th Floor
Charlotte, NC 28255
Attn: Jon Barnes
Phone: 704-387-4366
Fax: 704-009-0768

Nintendo of America Inc.   Trade                    $44,913,692
4820 150th Ave. NE
Redmond, WA 98052
Attn: Randy Peretzman
Phone: 425-861-2059
Fax: 425-882-3585

Mattel Toys                Trade                    $44,120,598
501 Meacham Blvd
Fort Worth, TX 76106
Attn: Tom Bonge
Phone: 310-252-6271
Fax: 817-302-3391

Key Bank National          Loan                     $38,930,000
127 Public Square
6th Floor
Cleveland, OH 44114-1306
Attn: J.T. Taylor
Phone: 216-689-3589
Fax: 216-689-4981

Mellon Bank, N.A.          Loan                     $38,930,000
One Mellon Bank Center
Room 4530
Pittsburgh, PA 15258-0001
Attn: Louis Flori
Phone: 412-234-7298
Fax: 412-236-1914

Wells Fargo Bank           Loan                     $38,930,000
230 West Monroe
Suite 2900
Chicago, IL 60606
Attn: Pete Martinets
Phone: 312-845-8605
Fax: 312-553-4783

Prudential Securities      Loan                     $37,205,000
   Credit Corp.
One New York Plaza
16th Floor
New York, NY 10292-2016
Attn: Jeffrey K. French
Phone: 212-778-1540
Fax: 212-778-2535

Sumitomo Mitsui            Loan                     $37,205,000
   Banking Corporation
233 South Wacker Drive
Suite 4010
Chicago, IL 60606
Attn: John Kemper
Banking Corporation
Phone: 312-876-7797
Fax: 312-876-6436

Teachers Insurance &       Notes                    $36,158,000
    Annuity Association
    - CREF
730 3rd Ave., Flr. 26
New York, NY 10017
Attn: Michael O'Kane
Phone: 212-090-9000
Fax: 212-916-6690

Mizuho Holdings Inc.       Loan                     $34,577,000
Marunouchi Center Bldg.
6-1 Marunouchi, 1-Chome
Chiyoda-ku, Tokyo 100-8240
Phone: 81-3-5224-1111
Fax: 81-3-3215-4616

Twentieth Century Fox      Trade                    $34,219,742
   Home Entertainment
P.O. Box 900
Beverly Hills, CA 90213
Attn: Mike Weetman
Phone: 310-369-1484
Fax: 310-369-4713

Bank of Scotland           Loan                     $32,852,000
565 Fifth Avenue
5th Floor
New York, NY 10017
Attn: Karim McLean
Phone: 212-450-0816
Fax: 212-682-5720

Firstar Bank, N.A.         Loan                     $31,867,000
Retail and Approval Div.
Mail Code SL-TW-12MP
St. Louis, Missouri 63101
Attn: Tom Bayer
Phone: 314-418-3993
Fax: 314-418-1963

Universal Music & Video    Trade                    $30,750,077
10 Universal City Plaza
Suite 400
Universal City, CA 91608
Attn: Joe Flores
Phone: 818-777-4535
Fax: 818-866-1599

State of Wisconsin         Notes                    $30,000,000
   Investment Board
Intermed. Gov/Corp Fd.
121 E. Wilson St.
Madison, WI 53703
Attn: Daryl Moe
Phone: 608-266-2381
Fax: 608-266-2436

Sara Lee Corp              Trade                    $28,382,838
P.O. Box 2760
Winston-Salem, NC 27102
Attn: John Piazza
Phone: 910-519-7592
Fax: 336-519-716

National City Bank,        Loan                     $26,774,000
155 East Broad Street
Columbus, OH 43251-0019
Attn: Jeffrey L. Hawthorne
Phone: 614-463-7298
Fax: 614-463-71911

Deutsche Bank AG           Loan                     $26,610,000
31 West 52nd Sheet
New York, NY 10019
Attn: Alexander Karow
Phone: 212-469-8532
Fax: 212-469-8212

Northwestern Mutual        Notes                    $25,000,000
   Series Fund (Balanced)
720 E. Wisconsin Ave.
Milwaukee, W153202
Attn: Timothy S. Collins
Phone: 414-665-1444
Fax: 414-625-2639

Lehman Commercial          Loan                     $24,885,000
   Paper Inc.
Lehman Brothers Inc.
3 World Financial Center
11th Floor
New York, NY 10285
Attn: Michael O'Brien
Phone: 212-526-0437
Fax: 212-526-7691

Metropolitan Life          Notes                    $23,800,000
   Insurance Co.
1 Madison Ave.
New York, NY 10010
Attn: Thomas E. Lenihan
Phone: 973-254-3000
Fax: 973-254-3052

Vanguard Total Bond        Notes                    $23,500,000
   Market Index Fund
100 Vanguard Blvd. #M32
Malvern, PA 19355
Attn: Felix B. Lim
Phone: 610-669-1000
Fax: 610-669-6246

Combine International      Trade                    $22,962,117
354 Indusco Court
Troy, MI 48083
Attn: Shrik Metha
Phone: 248-595-9900
Fax: 248-585-8641

Teacher Retirement         Notes                    $22,890,000
   System of Texas
1000 Red River St.
Austin, TX 78701
Attn: Herman Martina
Phone: 512-397-6400
Fax: 512-370-0568

Duracell International     Trade                    $22,886,461
Prudential Center
10th Floor
Boston, MA 02199
Attn: Don Hoeder
Phone: 800-544-0047
Fax: 617-421-7123

Michigan National          Loan                     $21,518,000
   Bank of Detroit
2600 W. Big Beaver
Troy, M148084
Attn: Jason W. Bierlein
Bank of Detroit
Phone: 248-822-5702
Fax: 248-637-5003

Warner Home Video          Trade                    $21,013,625
   Div. of Time
4000 Warner Blvd.
Burbank, CA 91522
Attn: John Quinn
Phone: 818-954-6677
Fax: 818-954-6102

Transamerica Life          Notes                    $20,750,000
   Insurance & Annuity
   Co. S/A
433 Edgewood Road NE
Cedar Rapids, IA 54499
Attn: Douglas Kolsrud
Phone: 319-363-5400
Fax: 319-369-2009

Eveready Battery           Trade                    $20,002,598
   Company Inc.
16401 Swingley Ridge Rd.
Chesterfield, MO 6017
Attn: Alicia Bryant
Phone: 800-323-8177
Fax: 314-733-4001

General Electric Lamp      Trade                    $19,860,502
2300 Meijer Drive
Troy, MI 48084
Attn: Dave Dobson
Phone: 248-280-4885

Fidelity High Income Fund  Notes                    $19,572,000
82 Devonshire
Boston, MA 02109
Arm: Matthew Conti
Phone: 617-563-7000
Fax: 617-570-0276

Loomis Sayles Bond Fund    Notes                    $19,190,000
1 Financial Center
Floor 34
Boston, MA 02111
Attn: Daniel J. Fuss
Phone: 617-482-2450
Fax: 617-082-2828

Principal Life             Notes                    $19,000,000
   Insurance Co.
711 High St.
Des Moines, IA 50392
Attn: Richard W. Waugh..
Phone: 515-247-5111
Fax: 515-248-2490

Fisher Price Inc.          Trade                    $18,477,874
Credit Department
636 Girard Ave.
East Aurora, NY 14052
Arm: Jerry Cleary
Phone: 212-620-8369
Fax: 716-687-3476

Fidelity Asset Manager     Notes                    $18,350,000
   Fund (Aggrgtd)
82 Devonshire
Boston, MA 02109
Attn: Matthew Conti
Phone: 617-563-7000
Fax: 617-570-0276

Electronic Arts            Trade                    $18,203,561
209 Redwood Shores Parkway
Redwood City, CA 94065
Arm: Larry Probst
Phone: 650-628-1500
Fax: 650-628-1414

New York Life              Notes                    $18,071,000
   Insurance Co.
51 Madison Ave.
New York, NY 10010
Attn: Celia Holtzberg
Phone: 212-576-7008
Fax: 212-5763418

Northwestern Mutual        Notes                    $17,781,000
   Life Insurance Co.
720 E. Wisconsin Ave.
Milwaukee, W1 53202
Attn: Timothy S. Collins
Phone: 414-665-1444
Fax: 414-625-2639

KMART CORP: Fitch Drops Ratings to D Following Chapter 11 Filing
Fitch has lowered its ratings of Kmart Corporation as follows:
its bank facility to 'D' from 'CCC'; its notes and debentures to
'D' from 'CCC'; its lease certificates to 'D' from 'CCC'; and
its convertible preferred securities to 'D' from 'CC'. This
rating action reflects Kmart's Chapter 11 filing and follows a
series of downgrades concurrent with the rapid decline in
Kmart's financial position and reduced levels of confidence on
the part of the company's vendors. The new rating level reflects
the limited recovery that can be anticipated by bondholders
given the large amount of trade and other general unsecured
claims coupled with a new $2 billion debtor-in-possession
facility. Approximately $3.8 billion of debt securities and $890
million of preferred securities are affected by the downgrades.

LERNOUT & HAUSPIE: Court Approves Gencore & Burks Agreements
Dictaphone Corporation asks Judge Wizmur's approval and
authorization authorizing it to enter into (i) a solution
partner program agreement with GenCore Candeo, Ltd., and (ii) a
limited partnership interest option agreement with GenCore,
Burks GenCore Co., and Phil Burks.

In the course of its business, Dictaphone develops and licenses
recording technology tools and applications, software and/or
hardware for use by its customers in public safety, contact
centers, and financial services institutions. There is a demand
among many of these customers for various recording systems.

GenCore is a Texas limited partnership. It is in the business of
developing, licensing, marketing, and integrating software
solutions to end-user customers, and there is a similar demand
among its customers for a particular recording system.
Accordingly, Dictaphone and GenCore began negotiating the terms
of the Program Agreement to develop, market and sell a product
solution to their customers. As part of those negotiations and
as a condition and inducement to Dictaphone entering into the
Program Agreement, Dictaphone was granted the option to purchase
a limited partnership interest in GenCore from Burks Gencore
pursuant to the Option Agreement.

Dictaphone wishes to enter into the Agreements. Although
Dictaphone believes that entering into the Agreements is in the
ordinary course of its business, Dictaphone makes this Motion
out of an abundance of caution.

                         Program Agreement

The Program Agreement provides, in relevant part, that:

       (a) Development and Testing of Integrated Application.
The Integrated Application is a software and/or hardware
solution that integrates or incorporates certain software and/or
hardware products provided by Dictaphone and certain software
and other applications provided by GenCore. GenCore is to create
and develop the Integrated Application and Dictaphone is to
provide GenCore with the capability to test the Integrated
Application and provide GenCore with related engineering
resources and technical support.

       (b) Grant of Software Licenses. In connection with the
products and services to be provided by the parties under the
Program Agreement, GenCore will receive a limited use,
nonsublicensable, revocable, non-exclusive, non-transferable,
royalty-free license to use up to two copies of the software
components of the Dictaphone Application. Dictaphone will
receive a limited use, sublicensable, revocable, non-exclusive,
non-transferable, royalty-free license to use up to two copies
of the software components of any Participant (i.e., GenCore)
Application in the Territory. GenCore is prohibited from
accessing the source code for the software component of any
Dictaphone Applications.

       (c) Sales and Marketing. GenCore will grant Dictaphone
rights to resell Participant Applications and Integrated
Applications under the terms of the Program Agreement. GenCore
is to provide sales training to certain Dictaphone employees on
presenting and demonstrating the Integrated Application, at no
cost to Dictaphone. GenCore and Dictaphone will cooperate in
certain marketing and sales activities with respect to the
Integrated Application.

       (d) Payments. Dictaphone is to pay GenCore the amounts
scheduled on the Program Agreement for sales of Integrated
Applications. The Program Agreement also provides that
Dictaphone is to make a monthly option payment pursuant to the
Option Agreement, and that the payments for software billed to
Dictaphone will be deducted from the monthly option payment.

       (e) Support. Dictaphone will provide technical support,
and will confer with the GenCore technical support group as
necessary. GenCore will provide support training.

       (f) Limitation of Liability. Each party's total liability
under the Program Agreement is limited to the amount of payments
made by each party to the other under the Program Agreement for
the preceding 12 month period, excluding claims for
indemnification for patent, copyright, or trade secret
infringement pursuant to the Program Agreement.

       (g) Ownership of Software. The components of the
Dictaphone Application and the Participant Application are
subject to copyrights and other proprietary rights and, together
with all related documentation and derivative works, to remain
the exclusive property of Dictaphone and GenCore, respectively.

       (h) Trademarks. Each party to the Program Agreement is
authorized to use the trademarks, tradename, logos, and
designations of the other used for the Dictaphone Application
and Participant Application, respectively, in connection with
the advertisement, promotion, and demonstration of such
applications and the Integrated Application by the parties.

       (i) Source Code Escrow. GenCore is to place into escrow
the Integrated Applications' source code and underlying
documentation and instructions. The Escrow Agreement will
provide that Dictaphone is to receive the Escrow Materials upon
the occurrence of certain events involving the insolvency or
bankruptcy of GenCore.

       (j) Term Termination. The term of the Program Agreement
begins on the date the Program Agreement is entered into and
terminates on (i) the expiration of the Option Agreement and
(ii) the earlier termination of the Program Agreement according
to its terms.

                       The Option Agreement

The Option Agreement provides, in relevant part, that:

       (a) Option Grant. Burks GenCore grants Dictaphone an
irrevocable option to purchase a limited partnership interest in

       (b) Exercisability. The Option is exercisable at any time
commencing on December 1, 2001 until the Expiration Date. The
Expiration Date is June 1, 2002, extendable at the option of
Dictaphone for up to six months.

       (c) Strike Price. The Strike Price is to be paid upon
exercise of the Option, less the Option Price paid by
Dictaphone, less all monthly amounts credited towards the Option
Price. The Option Price is to be paid by Dictaphone on a monthly

                     The Debtors' Arguments

This Court should approve the execution of the Agreements by
Dictaphone, even if outside the ordinary course of business, if
Dictaphone demonstrates a sound business justification.
Dictaphone has a sound business justification for entering into
the Agreements. There is a demand among Dictaphone's customers
for a recording system of the type contemplated by the Program
Agreement. Therefore, Dictaphone's management made the business
decision to assist GenCore in the development of this recording
system to meet the demands of these customers and increase
Dictaphone's sale opportunities to other parties. Accordingly,
Dictaphone reached an agreement in principle with GenCore to
develop the recording system pursuant to the Program Agreement.

Further, execution of the Option Agreement will enable
Dictaphone to participate in the potential increase in value of
the recording system if it is successful. Once Dictaphone
articulates valid business justifications, "[t]he business
judgment rule 'is a presumption that in making a business
decision the directors of a corporation acted on an informed
basis, in good faith and in the honest belief that the action
was in the best interests of the company."

Dictaphone's management made the business decision to enter into
the Program Agreement to assist GenCore in the development of a
recording system to meet the demands of Dictaphone's customers
and increase Dictaphone's sale opportunities to other parties.
As part of the negotiations and as a condition and inducement to
Dictaphone executing the Program Agreement, Dictaphone has the
option to purchase an interest in GenCore under the Option
Agreement, which will allow Dictaphone to participate in the
potential increase in value of the recording system that is
jointly developed. Accordingly, Dictaphone believes that
entering into the Agreements is an exercise of its sound
business judgment and in the best interests of its estate and

Disposing of this matter quickly, Judge Wizmur enters her order
granting the requested relief. (L&H/Dictaphone Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 609/392-0900)  

LODGIAN: Court Confirms Administrative Expense Priority Status
Lodgian, Inc., and its debtor-affiliates sought and obtained
entry of an order confirming that administrative expense
priority status is accorded to all undisputed obligations of the
Debtors arising from deliveries of supplies and materials
ordered pursuant to any Outstanding Orders which were received
and accepted by the Debtors subsequent to the Commencement Date
and authorizing the Debtors to satisfy such undisputed
obligations to Vendors in the ordinary course of business.

In the ordinary operation of the Debtors' businesses, Adam C.
Rogoff, Esq., at Cadwalader Wickersham & Taft in New York, New
York, relates that numerous vendors and suppliers provide the
Debtors with goods necessary for the operation of their hotels.
As of the Commencement Date, and in the ordinary course of their
businesses, the Debtors had numerous pre-petition orders
outstanding with various vendors and suppliers. The Debtor's
believe that Outstanding Orders may aggregate up to
approximately $1,250,000 for supplies and materials, including,
without limitation, food, liquor, and linens, used in connection
with their hotel operations.

As a consequence of the commencement of these chapter 11 cases,
Mr. Rogoff fears that the Vendors may be concerned that supplies
and materials shipped to the Debtors subsequent to the
Commencement Date pursuant to the pre-petition Outstanding
Orders will render such Vendors Pre-petition general unsecured
creditors of the Debtors' estates with respect to such delivery.
Thus, the possibility exists that Vendors will refuse to deliver
such goods to the Debtors until the Debtors obtain an order of  
the Court deeming all undisputed obligations of the Debtors
arising from their post-petition acceptance of supplies and
materials subject to pre-petition Outstanding Orders
administrative expense claims.

The Debtors submit that the order obtained will ensure the
continuous supply of goods and materials which is indispensable
to their continuing operations and integral to a successful
reorganization. Pursuant to section 503(b)(l)(A) of the
Bankruptcy Code, obligations that arise in connection with the
post-petition delivery to, and acceptance by, the Debtors of
goods, including goods ordered pre-petition, are in fact
administrative expense priority claims. Mr. Rogoff assures the
Court that the granting of the relief will not provide the
Vendors with any greater priority than they would otherwise have
if the relief herein was not granted.

Absent such relief, Vendors may require that the Debtors expend
substantial time and resources to reissue the numerous
Outstanding Orders in order to provide the Vendors with the
benefit of such administrative expense priority. Mr. Rogoff
points out that the attendant disruption to the continuous and
timely flow of goods to the Debtors' hotels could result in
insufficient supplies and materials with which to provide the
level of comfort and service expected by the Debtors' customers.
Such a disruption could lead to dissatisfied customers,
potentially harming customer confidence in the Debtors' ability
to conduct their businesses at this critical juncture, and
thereby jeopardize the prospects for a successful
reorganization. (Lodgian Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  

LOOK COMMS: Expects to Implement CCAA Plan by February 11
Look Communications Inc. (CDNX: LKC) says that it expects to
implement its Plan of Compromise and Arrangement on or about
February 11, 2002, after which time the Company will no longer
operate under the protection of the Companies' Creditors
Arrangement Act (CCAA). The Plan was overwhelmingly approved by
creditors and sanctioned by the Ontario Superior Court of
Justice in December 2001.

Creditors will receive share certificates for new Class A shares
by registered mail from the transfer agent and registrar,
Computershare Trust Company of Canada. The number of shares
received by each creditor may be subject to final adjustment in
the weeks following the Plan implementation date; however, such
adjustment is not expected to be material. Creditors will
receive letters from Look requesting them to confirm the mailing
address to which their share certificates should be sent.

Computershare will also send transmittal letters to current
holders of Class A and B Shares with instructions as to how to
exchange these shares for new Class A Shares on the basis of one
new Class A Share for each 100 current Class A Shares. The
transmittal letters will be mailed following the Plan
implementation date.

Trading of Look's new Class A Shares will begin on the Canadian
Venture Exchange at market opening on the Plan implementation

"Although our target was to emerge from CCAA towards the end of
January, we have decided to take the extra time to ensure a
smooth implementation. Our new service initiatives are all
proceeding according to our critical path and we look forward to
re-launching our sales and marketing activities," said Paul
Lamontagne, President and Chief Operating Officer of Look.

As of the Plan implementation date, Look's capital stock will
consist of approximately 23,464,989 issued and outstanding new
Class A Shares. Secured creditors will hold approximately 70% of
the equity, unsecured creditors 25% and current shareholders the
remaining 5%.

Look's issued and outstanding share capital presently consists
of 75,158,663 Limited Voting Class A Shares and 42,166,286
Variable Multiple Voting Class B Shares. Under the Plan, the
Class B Shares will first be converted into Class A Shares,
resulting in a total of 117,324,949 Class A Shares. All options
and warrants, currently totaling 7,375,272, will be eliminated.
The Class A Shares will then be consolidated on a 100:1 basis,
resulting in 1,173,249 new Class A Shares which will be held by
current shareholders. A total of 22,291,740 new Class A Shares
will be issued to Look's creditors.

With the Plan implementation date approaching, David Parkes has
resigned from the Board of Directors and Louis Villeneuve has
stepped down from his position as Senior Vice President and
Chief Financial Officer. Ren, Vocelle will continue as Vice
President Finance and Control.  Mr. Villeneuve will continue to
work with the Company in his capacity as Special Advisor to the

"I would like to thank David and Louis for their work both
before and during the CCAA period and to wish them every success
in their future endeavours," said Michael Cytrynbaum, Chairman
of the Board of Look.

On December 21, 2001, the Ontario Court of Justice extended
Look's period of protection under the CCAA to February 15, 2002.

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

MARINER POST-ACUTE: Disclosure Statement Hearing Begins Friday
Mariner Post-Acute Network, Inc., and its debtor-affiliates'
counsel at Richards, Layton & Finger, P.A., advises that the
Disclosure Statement and Solicitation Procedures Hearing,
originally scheduled for January 16, 2002, is continued to
January 25, 2001 at 9:30 a.m., to be held before Judge Walrath.
(Mariner Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  

MATLACK SYSTEMS: Court Extends Removal Period through Feb. 11
By order of the U.S. Bankruptcy Court for the District of
Delaware, the period within which Matlack Systems, Inc., may
remove prepetition civil actions to Delaware for continued
litigation is extended, for the third time, through February 11,
2002. Judge Mary Walrath makes it clear that this extension is
without prejudice to the Debtors' right to seek further

Matlack, North America's #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, and is represented by Richard Scott Cobb, Esq.,
at Klett Rooney Lieber & Schorling.  Matlack reported assets of
$81,160,000 and liabilities of $89,986,000 at the time it filed
for bankruptcy protection.

MCLEODUSA: Ends Sale Pact with Forstmann in Favor of Yell Group
McLeodUSA Incorporated (Nasdaq:MCLD), one of the nation's
largest independent competitive local exchange carriers, said
that in connection with its previously announced
recapitalization transaction, it has completed the competitive
bidding process for the McLeodUSA Publishing Company led by
Credit Suisse First Boston; and has reached a definitive
agreement with United Kingdom based Yell Group, a company whose
principal shareholders are funds advised by Apax Partners and
Hicks, Muse, Tate & Furst, for $600 million.

Concurrently the Company has terminated its agreement with
Forstmann Little & Co. to purchase McLeodUSA Publishing Company,
which was announced on December 3, 2001. Forstmann Little & Co.
had agreed to purchase the directory publishing business for
$535 million as part of the recapitalization transaction and had
agreed that McLeodUSA could seek superior competitive offers
with no break-up fee.

The sale of the directory business to the Yell Group is
conditioned on the consummation of the Company's  
recapitalization transaction and is also subject to Hart Scott
Rodino approval and other customary closing conditions. In
addition, the sale and purchase price of $600 million is
contingent on a closing date on or before August 1, 2002, with a
reduction in price of $200,000 a day from May 1 through August
1, 2002.

Terms under the definitive agreement with the Yell Group are
substantially the same as in the prior agreement with Forstmann
Little & Co., including:

     -- McLeodUSA Incorporated will retain its distinctive
branding on directories published in its 25-state footprint
through a 5-year Operating Agreement (with renewal options) with
the Yell Group;

     -- McLeodUSA Publishing Company will continue to have a
major employment presence in Cedar Rapids, Iowa.

"As a strategic buyer, the Yell Group has the opportunity to
expand their presence in the U.S. with the purchase of our
directory publishing business. We know they will provide a high
quality directory for McLeodUSA as well as a good home for the
directory publishing employees," said McLeodUSA President and
Chief Executive Officer Steve Gray. "We look forward to working
with the publishing team as we execute on our strategy in our
25-state footprint."

John Condron, Chief Executive of Yell, said, "The agreement to
acquire McLeodUSA Publishing Company will be a very exciting
development for Yell and signifies a major U.S. expansion,
building on our already strong presence with Yellow Book -- the
leading U.S. independent directory publisher -- which we
purchased in 1999. This agreed acquisition is in line with our
stated international strategy for appropriate expansion in key
U.S. and European markets. It provides us with exciting new
growth opportunities in the largest directory market in the
world. Also I am pleased to welcome a management team with
enormous experience, proven track record and customer focus
culturally attuned with the Yell Group."

McLeodUSA is continuing negotiations with an ad hoc committee of
the Company's bondholders regarding the previously announced
exchange offer and recapitalization transaction. Consummation of
the previously announced exchange offer and the related
recapitalization requires, among other matters, the agreement of
at least 95% of the holders of approximately $2.9 billion of
McLeodUSA senior notes to complete the transaction in an out-of-
court proceeding. There can be no assurances that discussions
will yield a transaction acceptable to both the committee and
the Company, and any agreement, if one is reached, could result
in material changes to the terms of the proposed restructuring.
Additionally, there can be no assurance that McLeodUSA will be
able to obtain the requisite consents from bondholders prior to
the expiration of the exchange offer, as extended, or the grace
periods for the failure to pay interest on its senior notes. If
such requisite consents are not received by such time as set
forth in the exchange offer, as extended, McLeodUSA has reserved
all of its rights to pursue any and all of its strategic

McLeodUSA provides integrated communications services, including
local services, in 25 Midwest, Southwest, Northwest and Rocky
Mountain states. The Company is a facilities-based
telecommunications provider with, as of September 30, 2001, 393
ATM switches, 58 voice switches, 437 collocations, 520 DSLAMs,
over 31,000 route miles of fiber optic network and 10,700
employees. McLeodUSA is traded on The Nasdaq Stock Marketr under
the symbol MCLD. Visit the Company's web site at  

Yell is an international directories business operating in the
classified advertising market through printed and online media.
Yell includes the UK Yellow Pages and Business Pages
directories, Yellow Book directories in the US, and
Talking Pages.

For Further information about Yell please contact: Richard
Duggleby, Head of External Relations, telephone: 011 44 118 950
6206, mobile: 011 44 7860 733488, e-mail: or Jon Salmon, Senior Press
Officer, telephone: 011 44 118 950 6656, mobile: 011 44 7801
977340, e-mail:

DebtTraders reports that McLeodusa Inc.'s 11.375% bonds due 2009
(MCLD2) are trading between 24.5 and 25.5. See  
real-time bond pricing.

METALS USA: Selling Salisbury & Newark Assets to Wells Manuf.
Prior to the petition date, Jonathan C. Bolton, Esq., at
Fulbright & Jaworski LLP in Houston Texas, tells the Court,
Metals USA, Inc., and its debtor-affiliates announced in a press
release their intent to sell certain non-core assets to reduce
costs.  Several potential purchasers contacted the Debtors about
these assets.  Among those potential purchasers, Wells
Manufacturing Company offered to buy certain of the Debtors'
assets located in Salisbury, North Carolina, and Newark, New
Jersey.  The Debtors and Wells Manufacturing Company entered
into a definitive asset purchase agreement dated January 7,
2002, documenting a definitive agreement.

Mr. Bolton tells the court that the Debtors need sell their
facilities in Salisbury, North Carolina and Newark, New Jersey
outside a plan of reorganization because of market conditions
and Debtors' cash needs.  These properties, the Debtors' note,
are only the first of the Debtors' assets that are going to be
sold and constitute only a relatively small portion of the
Debtors' total assets.  Disposing of them in exchange for
significant value will enable the Debtors to focus on their
reorganization effort and will provide funds for such.

Mr. Bolton believes that delays in scheduling an auction and
sale of the particular intial sale assets will not likely result
in higher and better offers, because:

A. the Debtors believe that with marketing efforts since August,
     2001, all potential purchasers have had the opportunity to
     make an offer;

B. A limited market exists for these Assets
     especially considering the status of the Wells as a
     significant supplier and distributor;

C. the Debtors believe that purchaser is the only potential
     bidder in a strategic position to pay the highest and best
     value for the Debtor's assets;

D. these assets constitute a relatively small portion
     of Debtors' total assets.

Mr. Bolton points out that the disposal of these assets in
exchange for significant value will enable Debtors to focus on
their reorganization and will provide funds for their
reorganization effort.  Approval of the bidding procedures will
also promote competitive bidding and ensure that the highest and
best bidder can purchase the assets and maximize their value.

The Debtors' assets that will be sold to Wells Manufacturing
Company or to the successful bidder at the auction include:

A. all inventories held by the business for resale including raw
     materials, work-in-process and finished goods whether
     located at the Salisbury Facility or the Newark Facility
     or in transit to or from such facilities,

B. all office furniture , equipment, computer equipment and
     related items located in both facilities and all
     machinery, fixtures, vehicles, equipment, supplies,
     tooling and racks located at Salisbury Facility or the
     Newark Facility including those listed on Schedule 1.2(b)
     of the Asset Purchase Agreement,

C. all books, records, ledgers, files, documents,
     correspondence, specifications, studies, reports and other
     materials related to the Business or the Purchased Assets
     including but not limited to all vendors and customer
     files, services records and all records relating to the
     business employees who may subsequently be hired by the

D. all labels, packing materials, product and descriptive
     literature and specification sheets utilized in the

E. all technical, processing, manufacturing or marketing
     information utilized in the Business, all designs,
     engineering and other drawings, devices and related
     information and documentation utilized in the business,

F. all rights and claims under agreements with business
     employees subsequently hired by the buyer and other
     concerning confidentiality, non-competition and the
     assignment of inventions but excluding any obligations
     pursuant thereto,

G. all rights and claims against suppliers of the purchased
     assets or services pursuant to the assigned contracts,
     whether arising under warranty or otherwise,

H. all rights and claims of seller under the Salisbury Lease and
     the other contracts listed in the Asset Purchase

I. all prepaid expenses, customer deposits and deposits with and
     credits from third parties but not included to any deposit
     pursuant to the Salisbury Lease,

J. all tradenames, trademarks, logos, knowhow, trade secrets,
     inventions and related information and licenses and
     permits used in the operation of the Business excluding
     the tradename Metals USA,

K. all software on the computers included in the purchased
     assets or on computers leased pursuant to an assigned
     contract, to the extent such software may be assigned by
     the seller,

L. names Southern Alloys of America and Federal Bronze Products
     and all derivatives and any related domain names,

M. phone number and facsimile numbers used at either of the

The sale excludes certain machinery, equipment and fixtures
listed in the Asset Purchase Agreement, tax records, minute
books and stock records, any interdivisional, intracompany or
affiliate receivables, advances or indebtedness, refunds
pertaining to any tax obligations of the seller, all insurance
policies relating to the business or the purchased assets or any
rights hereunder, all contracts, leases and agreements of any
kind or nature relating to the business, which are not
specifically designated as assigned contracts and cash or cash
equivalents on hand and in bank accounts and money market
accounts maintained by seller, marketable or other securities.
Also excluded are all of the rights of the sell under the
agreement, the "StelPlan" software, the tradename "Metals USA
and  accounts receivable related to the business generated from
product shipped prior to the closing date.

Although a precise determination of the cash value of the assets
depends upon a calculation at the Closing, the Debtors estimate
their value at approximately $3,000,000. The consideration
consists of:

A. Cash purchase price composed of:

       a. $750,000; plus

       b. Inventory Value; less

       c. Accrued Assumed Liabilities.

B. Assumed Liabilities, including:

       a. liabilities to unaffiliated 3rd party creditors for
          accounts payable which arose in the ordinary course of
          business for goods or services actually received by
          the business after November 14, 2001, and on or before
          the closing date but only to the extent they are
          reflected in the closing statement as an accrued
          assumed liability;

       b. Seller's obligation to pay Buyer $822,681 for goods
          and services provided by the Buyer to Seller prior to
          the Petition date;

       c. obligations of seller under the Salisbury lease and
          other assigned contracts, provided that any amounts
          payable to the landlord under the Salisbury lease or
          to the counterparty under any other assigned contract
          that relate to the period prior to and including the
          closing date shall be reflected on the closing
          statement as an accrued assumed liability; and

       d. obligations of the Seller for the transferred
          employee's accrued vacation and amounts due to the
          transferred employees for unreimbursed business
          expenses but only to the extent reflected on the
          closing statement as an accrued assumed liability.

Mr. Bolton informs the Court that the Asset Purchase Agreement
provides that Wells will pay to the Debtors the amount equal to
5% of the expected cash payment at the closing date, calculated
based on the value of assets at the signing of the agreement.  
If Wells is the successful bidder, the escrowed funds shall be
applied toward the purchase price at the closing.

The Debtors believe the purchase price is fair and reasonable
for the Assets since substantial sales efforts were engaged for
these assets during pre-petition. Since the sale is subject to
overbids through auction, the highest and best price available
in the open market will be placed on the assets. (Metals USA
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

MILLENIUM SEACARRIERS: Bankruptcy Filing Prompts S&P's D Rating
Standard & Poor's lowered its ratings on dry-bulk shipping
company Millenium SeaCarriers to 'D', reflecting the company's
filing for bankruptcy under Chapter 11.

A significant debt burden incurred in mid-1998 to acquire about
15 smaller dry-bulk vessels and weak market conditions have
combined to keep credit protection measures marginal despite
some fixed-rate employment.

                         Ratings Lowered
     Millenium Seacarriers Inc.     To            From
        Corporate credit rating     D             CCC+
        Senior secured debt         D             CCC+

MONTGOMERY WARD: Creditors Sue GE Capital for $1.3 Billion
In August 1999, Montgomery Ward, LLC, emerged from bankruptcy as
a wholly owned subsidiary of General Electric Capital
Corporation, "and as a very weak company," the Official
Committee of Unsecured Creditors complains in a $1.3 billion
lawsuit filed against GECC.  A full-text copy of the 73-page
lawsuit is available via the Internet at

In the sixteen months that followed emergence, the Committee
charges, fully aware of Wards' insolvency, GECC and certain of
its affiliates "leveraged their influence, and utilized every
imaginable method, to squeeze out of Wards all of the economic
benefits they could take for themselves, without regard to the
consequences to Wards and its creditors."  Among other things,
the Committee says that GECC intentionally misled creditors and
manipulated Wards' financial structure and the timing of Wards'
second bankruptcy filing to benefit their own credit card and
marketing businesses and to offset taxable gains on the sale of
[Paine Weber stock] by General Electric Corporation, GECC's
ultimate parent.

The Committee doesn't make vague assertions in its Complaint.  
For example, the Committee points to a letter from GECC's
principal person in charge of its investment in Wards saying
that (i) Wards was a dying retailer; (ii) "with a $200 million
net loss in 2000 for Wards," Wards was a "black hole"; and (iii)
"[e]verything but a merger or liquidation is rearranging the
deck chairs on the Titanic."   

The Complaint says that Jack Welch knew everything and Wards'
CEO Roger Goddu's letters to vendors misrepresented GECC's
commitment to sustaining Wards.  The Complaint talks about
Project Monaco's primary objective of retaining current and
future assets and its secondary objective of mitigating losses
when GECC transferred accounts from the Wards Private Label
Credit Card Program to the Wal-Mart PLCC after Wards' second
chapter 11 filing.  The Complaint goes on and on.

NATIONSRENT INC: Court Grants Injunction Against Utility Firms
NationsRent Inc., and its debtor-affiliates sought and obtained
an order from the Court that:

A. the Utility Companies be prohibited from altering, refusing,
     terminating or discontinuing utility services to the
     Debtors on account of outstanding pre-petition invoices or
     requiring adequate assurance of payment as a condition to
     receiving such services;

B. the Debtors not be required to make any post-petition
     deposits to the Utility Companies; and

C. the Utility Companies be prohibited from drawing upon any
     existing cash security deposit, surety bond or other form
     of security to secure future payment for utility services.

Daniel J. DeFranceschi, Esq., at Richards Layton & Finger P.A.
in Wilmington, Delaware, relates that the Debtors currently
utilize gas, water, electric, telephone and other utility
services provided by in excess of 800 Utility Companies. Because
the utility companies provide essential services to the Debtors'
stores, offices and other facilities, any interruption in
utility services could prove devastating. In fact, the temporary
or permanent discontinuation of utility services at any of the
Debtors' facilities could irreparably disrupt the Debtors'
business operations and, as a result, fundamentally undermine
the Debtors' reorganization efforts.

The Debtors generally have an excellent payment history with
each of the Utility Companies. Other than utility bills not yet
due and owing as of the Petition Date, which the Debtors are
prohibited from paying as a result of the commencement of these
chapter I1 cases, Mr. DeFranceschi submits that the Debtors
historically received all their utility bills at their accounts
payable department in their corporate headquarters and have paid
their pre-petition utility bills in full when due. In rare
cases, however, the Debtors have experienced delays in payment
to certain Utility Companies whose utility bills were sent
directly to the Debtors' store locations, resulting in a delay
in the Debtors' accounts payable department receiving and paying
the bill.

The Debtors represent that they have sufficient cash reserves,
together with anticipated access to sufficient debtor in
possession financing, to pay all of the Debtors' obligations to
the Utility Companies for post-petition utility services on an
ongoing basis and in the ordinary course of business. Moreover,
Mr. DeFranceschi points out that all such claims will be
entitled to administrative priority treatment providing
additional assurance that future obligations to the Utility
Companies will be satisfied in full.

According to Mr. DeFranceschi, the Debtors' overall pre-petition
history of prompt and full payment of outstanding obligations to
the Utility Companies, their demonstrated ability to pay future
utility bills, the administrative priority status afforded the
Utility Companies' post-petition claims and any existing cash
security deposits held by certain of the Utility Companies
together constitute adequate assurance of payment for future
utility services to each of the Utility Companies. It thus is
unnecessary, and would be an improvident use of available cash,
for the Debtors to make additional cash security deposits with
each of the Utility Companies.

Notwithstanding the adequate assurance of future payment
described above, the Debtors propose to protect the Utility
Companies further by providing a mechanism for the Utility
Companies to request additional assurance of future payment from
the Debtors. In particular, the Debtors request that any order
granting the relief sought in this Motion be entered without
prejudice to the rights of the Utility Companies to request
additional assurance under the following procedures:

A. Within ten business days after the entry of an order granting
     this Motion, the Debtors will mail a copy of the Utility
     Order to the Utility Companies on the Utility Service List.

B. A Utility Company that wishes to seek additional assurance of
     future payment from the Debtors must make a written request
     for such additional assurance within 30 days after service
     of the Utility Order to:

     a. the Debtors, c/o NATIONSRENT, INC., 450 East Las Olas
          Boulevard, Suite 1400, Ft. Lauderdale, Florida 33301
          (Attn: Joseph H. Tzhakoff, Esq.); and

     b. counsel to the Debtors, JONES, DAY, REAVIS & POGUE, 77
          West Wacker Drive, Suite 3500, Chicago, Illinois 60601
          (Attn: Paul E. Harner, Esq.; Mark A. Cody, Esq.) and
          RICHARDS, LAYTON & FINGER, P.A., One Rodney Square,
          P.O. Box 551, Wilmington, Delaware 19899 (Attn: Daniel
          J. DeFranceschi, Esq.).

C. Without further order of the Court, the Debtors may enter
     into agreements granting to the Utility Companies that have
     submitted Requests any additional assurance of future
     payment that the Debtors in their sole discretion determine
     is reasonable.

D. If a Utility Company timely requests additional assurance of
     future payment that the Debtors believe is unreasonable,
     then, upon the request of the Utility Company and after
     good faith negotiations by the parties, the Debtors
     promptly will:

     a. file a motion seeking a determination of adequate
          assurance of future payment with respect to the
          requesting Utility Company and

     b. schedule the Determination Motion to be heard by the
          Court at the next regularly-scheduled omnibus hearing
          in these cases that is at least 20 days after the
          filing of the Determination Motion.

E. Any Utility Company that does not timely request additional
     assurance as set forth above automatically will be deemed
     to have adequate assurance of payment for future utility

F. If a Determination Motion is filed or a Determination Hearing
     is scheduled, any Utility Company requesting additional
     assurance will be deemed to have adequate assurance of
     payment for future utility services without the need for
     payment of additional deposits or other security until the
     Court enters an order in connection with such Determination
     Motion or Determination Hearing.

Although the Debtors have made every attempt to identify any and
all Utility Companies, Mr. DeFranceschi believes that certain
Utility Companies that currently provide utility services for
the Debtors' various locations may not be listed on the Utility
Service List. Accordingly, the Court:

A. authorizes the Debtors to provide notice and a copy of the
     Utility Order to Utility Companies not listed on the
     Utility Service List, as such Utility Companies are
     identified; and

B. provides that the Additional Utility Companies are subject to
     the terms of the Utility Order, including the Determination

As a result, Mr. DeFranceschi contends that the Additional
Utility Companies will be afforded 30 days from the date of
service of the Utility Order on them to request additional
assurance from the Debtors. If an Additional Utility Company
fails to submit a Request within such 30-day period that
complies with the Determination Procedures, the Additional
Utility Company automatically will be deemed to have adequate
assurance of payment for future utility services. (NationsRent
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

OPTI INC: Breider Moore Will Nix Proposed Plan of Liquidation
Breider Moore & Co. LLC., a California limited liability company
has made public its intent to vote "no" on the current OPTi Inc.
Board of Directors' proposed plan to liquidate OPTi.  The annual
shareholder meeting of OPTi expected to be held January 11, 2002
has been postponed to an undetermined date. OPTi filed a
preliminary proxy statement prior to announcing the postponement
of the meeting.

Breider Moore & Co. participated in an earnings conference call
for OPTi on November 14, 2001 in  which the proposed plan of
liquidation was discussed, among other things.  During the
conference  call, some of the shareholder participants in the
call expressed their inclination to reject the proposed plan of
liquidation.  After the November 14th conference call, Breider
Moore & Co. initiated telephone conversations with four other
shareholders and received telephone calls from several others.  
During conversations with the shareholders it contacted, Breider
Moore & Co. generally expressed its concerns about the plan of
liquidation and its plans to vote against it.  Conversations
were ended on the basis that these shareholders were also
against the plan of liquidation and that Breider Moore & Co.
would contact them further at a later date. Breider, Moore & Co.
says that currently, there are no agreements, proxies, powers of
attorney, or other arrangements between their firm and any other
OPTi shareholder with regard to the upcoming shareholder

Breider, Moore & Co. is a privately held, San Francisco-based
investment banking and business  management consulting firm that
owns 97,400 shares of OPTi common stock. Breider Moore & Co.
indicates that it has carefully reviewed the OPTi Proxy
Statement and is opposed to the plan of complete liquidation and
dissolution of OPTi.

As set forth in the OPTi Proxy Statement under "Potential
Adverse Impact", Breider Moore & Co. have pointed to at least
one potential adverse impact on shareholders as a result of the
proposed  liquidation and dissolution is that the current board
of directors "cannot assure [shareholders] that [the current
board of directors] will be successful in disposing of [OPTi's]
assets for values equal to or exceeding those currently
estimated or that these dispositions would occur as early as
[the current board of directors] expected."

As further set forth in the OPTi Proxy Statement, "[i]t is
possible that the liquidation may not yield distributions as
great as the recent market prices of [OPTi's] shares and
distributions may not be effected for an extended amount of

Among the potential adverse impacts on shareholders set forth in
the OPTi Proxy Statement, Breider Moore & Co. is troubled that
"[t]he receipt of liquidating distributions, including the
transfer of  property into the Liquidating Trust (but not the
receipt of a Liquidating Trust interest), will be taxable events
for shareholders."

Breider Moore & Co. is also concerned about some of the other
risk factors disclosed in OPTi's  Proxy Statement.   
Specifically, OPTi's Proxy Statement reveals that "the Trust
will be irrevocable and will terminate after the earliest of (y)
the trust property having been fully  distributed, or (z) three
years having elapsed after the creation of the trust." OPTi's
Proxy Statement further discloses that "[b]arring unusual
circumstances, IRS rules limit the duration of a liquidating
trust to three years" such that without an IRS ruling that would
allow it to extend that period, OPTi may fall prey to delaying
tactics in its intellectual property litigation by defendants  
attempting to "avoid Infringement Claims by delaying resolution
until the Trust terminates."  With no assurance that a favorable
ruling can be obtained, this limitation on the term of the trust
remains as a risk to shareholders and of great concern to
Breider Moore & Co.

Moreover, as set forth in OPTi's Proxy Statement, "[u]nder the
California Corporations Code, if OPTi fails to create an
adequate Contingency Reserve for payment of its expenses and
liabilities, or should the Contingency Reserve be exceeded by
the amount ultimately found payable in respect of expenses and
liabilities, each shareholder could be held liable for the
payment to creditors of such shareholder's pro rata share of
such excess, limited to the amounts theretofore received by such  
shareholder from OPTi", which includes "those persons who were
OPTi shareholders at the time of OPTi's November 1999 cash
dividend" who "could theoretically remain subject to creditor

Finally, Breider Moore & Co. is concerned about the fact that
"[u]nder the California Corporations  Code, the shareholders of
OPTi are not entitled to appraisal rights for their shares of
common stock in connection with the transactions contemplated by
the Plan," as disclosed in the OPTi Proxy Statement.

Based on the foregoing, Breider Moore & Co. will vote "no" on
the proposed plan of liquidation.

PACIFIC GAS: S&P Bullish About Forecasts Under Proposed Plan
Standard & Poor's furnished Pacific Gas & Electric Co. (PG&E;
D/--/D) with preliminary ratings indications for the four
companies that it has proposed to create to succeed PG&E when it
emerges from bankruptcy.

Although the confirmation and implementation of PG&E's proposed
plan of reorganization hinges upon bankruptcy court confirmation
and the receipt of several key regulatory approvals, Standard &
Poor's has concluded that if the plan is implemented as proposed
and within the contemplated time frame, each of the four
companies to succeed PG&E is capable of achieving investment-
grade ratings that are in the 'BBB' rating category.

Standard & Poor's preliminary rating indications reflect the
financial and operational forecasts underlying the plan and any
material deviation from the proposed plan could result in a
lower rating. A definitive ratings opinion will require
additional assessment and a greater level of detailed analysis
at the time that a plan is being implemented.

A key element of the plan is the division of PG&E's operating
activities among the four companies that will succeed it.
Current PG&E operating activities, such as the generation and
transmission of electricity and the transmission of natural gas,
will be ceded to three limited liability companies. These three
companies will be subsidiaries of a single holding company
unrelated to the electric and gas distribution company that will
succeed PG&E. A stand-alone company to be created as part of the
reorganization will bear the PG&E name and will serve as a
retail distributor of electricity and natural gas. This stand-
alone company will be spun off from the existing parent
corporation and will remain regulated by the California Public
Utilities Commission (CPUC). Bankruptcy court confirmation and
FERC, SEC, and NRC approvals are necessary for these components
of the plan to be implemented.

The ability to achieve investment-grade ratings and the plan's
overall efficacy are highly dependent on the strength of the
cash flows of the successor companies and their associated
capacity to issue debt. Together, the four companies are
projected to issue about $9.5 billion of debt.

Cash on hand, together with the debt to be issued by the four
companies, is to be used to extinguish PG&E's existing
obligations, including defaulted debt and trade obligations.
Claims of PG&E's secured bondholders will be satisfied with
cash. Unsecured bondholders claims will, for the most part,
be discharged through combinations of cash and substitute debt
obligations to be issued by the successor companies. Holders of
the QUIDS deferrable subordinated indentures will only receive
substitute debt obligations of the new generation company.

The sound cash flows that PG&E is forecasting for the successor
companies reflect a transfer of significant regulatory oversight
to the FERC from the CPUC. In particular, the plan is founded
upon the assumption that the newly created generation company
will sell its output to the gas and electric distribution
company at FERC-approved prices that are reflective of long-term
fixed-price wholesale electric power contracts, rather than
production costs, as sought by the state. The proposed power
sales agreement between the generation company and the electric
distribution company has been filed with the FERC and PG&E is
seeking a determination from the FERC that the terms of the
contract and the rates to be paid from the distribution company
to the generation company are just and reasonable. A FERC
finding that the proposed wholesale power rates are just and
reasonable and CPUC action that facilitates the recovery of
those costs through the electric and gas distribution utility's
retail rates are critical to Standard & Poor's ability to
ultimately assign investment-grade ratings to the successor

PG&E has already achieved some success in advancing its
reorganization plan. The bankruptcy court has twice extended the
exclusivity period in which the company can develop and garner
support for its plan free from distractions created by plans
submitted by others. However, as part of its second extension,
the court has provided the CPUC with an opportunity to produce
its own reorganization plan for PG&E.PG&E has also received
support from key creditor representatives. Nevertheless,
significant challenges remain. PG&E must establish that federal
law can preempt numerous state laws and regulations that govern
PG&E's operations so that PG&E can accomplish the transfer of
operating assets from the CPUC-regulated utility to successor
companies and shift a significant portion of regulatory  
oversight to the FERC from the CPUC. California officials have
vigorously objected to these and other provisions of the plan
proffered by PG&E. In addition to the need to clear these major
hurdles, the plan contains myriad elements and assumptions that
need to be realized without any material deviation that might
erode projected cash flows and credit quality.

The assignment of definitive investment-grade ratings to the
successor companies by Standard & Poor's will depend on the
ultimate outcome of the bankruptcy proceedings.

DebtTraders reports that Pacific Gas & Electric's 6.250% bonds
due 2004 (PGE1) currently trade between 96.5 and 97.5. See  
real-time bond pricing.

PRIMIX SOLUTIONS: No Date Yet for Shareholders' Meeting in Feb.
The Board of Directors of Primix Solutions Inc. has announced
that the special meeting of Stockholders  will be held on
February [  ], 2002, (date yet to be advised), 9:00 a.m. eastern
time, at the offices of McDermott, Will & Emery 28 State Street,
Boston, MA 02109 for the purpose of considering and voting upon:

    1.  Approval of the sale of the company's North American
consulting business to Burntsand (New England) Inc., a Delaware
corporation and indirect wholly-owned subsidiary of Burntsand
Inc., a Canadian corporation, pursuant to an asset purchase
agreement, dated November 14, 2001, between Primix and
Burntsand; and

    2.  Such other business as may properly come before the
special meeting and adjournments or postponements thereof.

The Board of Directors has fixed the close of business on
January 3, 2002 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the special
meeting and any adjournments or postponements thereof. Only
holders of Primix common stock of record at the close of
business on January 3, 2002 will be entitled to notice of, and
to vote at, the special meeting and any adjournments or
postponements thereof.

In the event there are not sufficient shares to be voted in
favor of any of the foregoing proposals at the time of the
special meeting, the special meeting may be adjourned in order
to permit further solicitation of proxies.

Formerly a software developer, Primix Solutions derives all of
its sales from Internet consulting, systems integration, and Web
development services. Its QuickStart Portal builds an e-business
storefront that links a client's sales, supply chain, and
customer service operations over the Web. Its e-Catalyst
consulting service targets Internet startups, delivering
consulting expertise and operations support (offices and
equipment). Primix is using acquisitions to elbow its way into
the competitive Internet consulting arena. At September 30,
2001, the company had a working capital deficiency of around $6

PSINET INC: Court Approves Due Diligence Agreement with Cogent
PSINet, Inc., and its debtor-affiliates tell the Court that no
interested party has come forward with an offer to buy PSINet's
U.S. businesses that is satisfactory to the Debtors and the

Meanwhile, the Debtors continue to "burn" cash in their U.S.
operations, even as their operations continue to be pared down.

Cogent recently approached the Debtors and expressed an interest
in studying certain of the Debtors' assets, including its
customer base, with an eye towards a potential transaction in
the future. The Debtors immediately undertook to aid Cogent in
its due diligence.  Cogent has now advised that it needs more
time to conduct due diligence.  The Debtors are willing to
continue to participate in Cogent's due diligence process and to
agree to a financial disincentive to forgo the immediate pursuit
of other restructuring alternatives, but only if Cogent is
willing to "bear the freight" in the amount of $3 million.  
Cogent has agreed.

In an Emergency Motion filed on January 14, 2002, PSINet sought
and obtained an Order of the Court, issued on January 15, 2002,
pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code:

(1) approving Cogent Communications Group, Inc.'s payment of $3
    million to PSINet as contribution to the cost of the
    Debtors' participation in the due diligence process, subject
    to refund upon the occurrence of certain enumerated
    conditions and

(2) approving that certain Due Diligence Agreement, dated as of
    January 14, 2002, by and between PSINet and Cogent.

The Due Diligence Agreement does not contractually obligate the
Debtors to pursue a sale with Cogent, it merely provides the
Debtors with a financial incentive to do so.

The Committee does not object to the approval of the Debtors'
request for expedited relief. However, due to the short period
of time over which this matter has evolved, the Committee has
not had an opportunity to meet to consider whether to support
the Debtors' request as of the time of the filing of the Motion.

               Terms of the Due Diligence Agreement

The significant terms and conditions of the Due Diligence
Agreement are as follows:

(A) Commencing on the Effective Date and for a period of 30 days
    thereafter (the Due Diligence Period), PSINet shall use
    commercially reasonable efforts to make available to Cogent
    all books, records and other materials relating to the
    Network and such other information as may be reasonably
    necessary to permit Cogent to complete its due diligence
    examination of the Network. PSINet shall further use
    commercially reasonable efforts to arrange appropriate site
    visits to Network facilities for appropriate directors,
    officers, agents and/or employees of Cogent and shall cause
    PSINet's directors, officers and employees, as appropriate,
    to provide such assistance as Cogent may reasonably require
    in performing its due diligence examination, all to the
    extent not disruptive of the ordinary business operations of

(B) To compensate PSINet for costs to be incurred in maintaining
    its Network in operation for the Due Diligence Period, upon
    receipt of approval of the Due Diligence Agreement by the
    Bankruptcy Court (the Effective Date), Cogent shall pay to
    PSINet a Fee of USD $3 million.

(C) The Fee shall be non-refundable, except in the following

    (1) If, during or after the Due Diligence Period, the
        Bankruptcy Court enters a final, non-appealable order
        authorizing PSINet or any Affiliate to sell any Network
        assets to any party other than Cogent (except for sales
        made in connection with the de-commissioning or shutdown
        of the Network), and such sales individually or in the
        aggregate impair to a material extent the value of the
        Network to Cogent or otherwise render impossible or
        impractical an acquisition of the Network by Cogent,
        PSINet shall refund to Cogent an amount equal to the
        lesser of the Fee and the value of the proceeds realized
        by PSINet from such sales;

    (2) If, during or after the Due Diligence Period, the order
        of the Bankruptcy Court approving the Due Diligence
        Agreement is reversed or vacated by the Bankruptcy Court
        or any appellate court, PSINet shall refund to Cogent
        the full amount of the Fee;

    (3) If, during or after the Due Diligence Period, a stand-
        alone plan of reorganization that provides for the
        continuation of the Network as a going concern is
        confirmed by the Bankruptcy Court and becomes effective
        in accordance with its terms, PSINet shall refund to
        Cogent the full amount of the Fee; and

    (4) If, during the Due Diligence Period, PSINet de-
        commissions or shuts down the Network, PSINet shall
        refund to Cogent the full amount of the Fee, provided
        that the issuance of notices by PSINet pursuant to the
        Worker Adjustment Retraining and Notification Act of
        1988 shall not be treated as a decommissioning or
        shutdown of the Network.

(D) Certain corporate representations and warranties by PSINet.

(E) Nothing in the Due Diligence Agreement shall affect PSINet's
    right at any time to market and dispose of any of its assets
    (including the Network and/or any of the assets comprising
    the Network) to any other person, or to de-commission or
    shut down the Network.

(F) Without prejudice to PSINet's rights under point (E) above,
    upon the request of Cogent, the Parties agree to negotiate
    in good faith and use all commercially reasonable efforts to
    enter into an asset purchase agreement for the Network,
    provided that (1) nothing in the Due Diligence Agreement
    shall be construed as imposing upon the Parties an
    obligation to enter into such an agreement, or to conclude a
    purchase and sale of the Network, and (2) no information
    furnished by PSINet pursuant to Section 1 of the Due
    Diligence Agreement shall be deemed to constitute, include
    or give rise to any representation or warranty regarding the
    Network, or any asset, right or obligation associated

The Debtors believe that the transaction proposed by the Debtors
as contained in the Due Diligence Agreement represents the
exercise of sound and prudent business judgment. The Debtors
believe that exploration of a potential transaction with Cogent,
and Cogent's continuing the due diligence process (as outlined
in the Due Diligence Agreement) is in their estate's best
interest and may ultimately lead to maximization of value of the
Debtors' assets. The Due Diligence Agreement affords the Debtors
the opportunity to further investigate a potential transaction
with Cogent while simultaneously providing the Debtors and their
estates with a financial incentive.

The Debtors, with the assistance of their professionals, have
been engaged in an extraordinary marketing effort for the sale
of their U.S. businesses. Accordingly, the Debtors believe that
the Due Diligence Agreement is in the best interest of their
creditors and estates and respectfully should be approved.
(PSINet Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

RIGGS BANK: Restructuring Charges Prompt Fitch to Cut Ratings
Fitch lowers the long-term, short-term and individual ratings of
Riggs Bank N.A. to 'BB+', 'B' and 'C/D' from 'BBB-', 'F3', and
'C', respectively. All ratings for Riggs National Corp. are

Fitch's rating action is based on Riggs' recent announcement of
charges related to a variety of items, including technology
related contract cost overuns, impairment charges related to
capitalized technology costs and other restructuring charges.
The charges will have a similar, but far greater dampening
effect on 2001 earnings, as heightened credit costs related to a
sizeable national syndicated loan portfolio had on 2000

Moreover, the company's venture capital business, which was
designed to enhance and diversify revenues, provided meaningful
gains in 2000, but layered in additional losses for 2001.
Looking ahead, even after these actions, we believe Riggs will
be challenged to achieve profitability levels consistent with
higher rated banking peers. Offsetting, Riggs' retains a liquid
balance sheet, with marketable securities and core deposit  
funding, as well as an ample parent company cash position that
supports a meaningful amount of trust preferred securities.

These equity-like instruments help bolster capital ratios well
in excess of regulatory minimums. We believe Riggs will continue
to be challenged, as will its peers, as it wrestles with the
slowdown in the capital markets and overall economy. Yet unlike
its peers this challenge will be somewhat exacerbated by its
high expense base, which continues to be expanded by costs
associated with recent revenue diversifying initiatives. The
Rating Outlook is Stable.

Riggs has a long history in the metropolitan D.C. market
providing a unique mix of services to corporate, governmental,
and retail clients. While operations are anchored with
traditional banking services, Riggs has developed an expertise
in wealth management for affluent individuals and as a financial
counselor to foreign embassies and the diplomatic community
worldwide. Over the past few years, the company has broadened
its capabilities in investment products with the creation of a
full service broker-dealer, building an in-house mortgage
operation, international private bank, and venture capital funds
as well.

However, to date, many of these initiatives have yet to be
proven as effective recurrent contributors to earnings. Rigg's
margin businesses continue to be affected by a highly liquid
balance sheet, while fee businesses have not gathered sufficient
momentum to offset the cost outlays necessary to develop new
initiatives. Past loan quality issue s, particularly those
related to Riggs' syndicated book, have been addressed, and
current asset quality indicators are strong, and buttressed by
solid a level of reserves.

               Riggs National Corporation

     * Short-term 'B';
     * Long-term 'BB+';
     * Individual 'C/D';
     * Support '5';
     * Long-term Rating Outlook Stable.

               Riggs Bank National Association

     * Short-term 'B';
     * Short-term deposit 'F3';
     * Long-term 'BB+';
     * Long-term deposit 'BBB-';
     * Individual 'C/D';
     * Support '5';
     * Long-term Rating Outlook Stable.

                         Riggs Capital

     * Preferred Stock 'BB'

                       Riggs Capital II

     * Preferred Stock 'BB'.

RURAL CELLULAR: Will Pay Qtrly. Preferred Dividends on Feb. 15
Rural Cellular Corporation (Nasdaq:RCCC) announced that the
quarterly dividends on its 11-3/8% Senior Exchangeable Preferred
Stock and 12-1/4% Junior Exchangeable Preferred Stock will be
paid on February 15, 2002, to holders of record on February 1,
2002. The Senior Exchangeable Preferred Stock dividend will be
paid in shares of Senior Exchangeable Preferred Stock at a rate
of 2.84375 shares per 100 shares. The Junior Exchangeable
Preferred Stock dividend will be paid in shares of Junior
Exchangeable Preferred Stock at a rate of 3.0625 shares per 100
shares. Fractional shares for both the Senior and Junior
Exchangeable Preferred Stock will be paid in cash.

Rural Cellular Corporation (Nasdaq:RCCC), based in Alexandria,
Minnesota, provides wireless communication services to Midwest,
Northeast, South and Northwest markets located in 14 states.

According to a news item on Troubled Company Reported (January
16, 2002 edition), Standard & Poor's assigned its single-'B'-
minus rating to Rural Cellular Corp.'s proposed $300 million
senior subordinated note offering due 2010.

According to the report, the proceeds of the new note issue will
be used to permanently reduce one of the company's $150 million
bank term loans, and reduce amounts outstanding under its
revolving credit facility.

Moreover, the international ratings agency said that its ratings
on Rural Cellular "reflect[ed] the company's high debt leverage,
the challenges it faces in managing rapid growth and a much
larger business, increased competition, and decelerating roaming
revenue growth. These factors are partially offset by solid cash
flow growth, improving EBITDA margins, relatively low churn
despite recent issues in its southern region, and the potential
to reduce debt levels with free cash flow."

SL INDUSTRIES: Elects New Board Under Change-In-Control Pact
SL Industries, Inc., (NYSE:SL)(PHLX:SL) said that an election of
the Board of Directors of SL Industries, Inc., was scheduled to
be held yesterday January 22, 2002 at the Company's 2001 Annual
Meeting of Shareholders. It was possible that, as a result of
the election, the incumbent members of the Board would no longer
constitute a majority of the Board. Such a change in the
composition of the Board would, if it should occur, constitute a
"change-in-control" of the Company as defined in the respective
Change-in-Control Agreements dated as of May 1, 2001, as
amended, between the Company and each of its three executive
officers. Each of the Executives has submitted a notice of
termination of his employment with the Company which will become
effective only if and when such a change of control occurs at or
prior to the election of directors. (As of press time, the
company has not released the results of the shareholders'
meeting and election of the Board of Directors - Ed).

     The Board of Directors had determined that, in the event
that such a change in control occurs, it would be in the best
interest of the Company and its shareholders for each of the
three Executives to remain employed with the Company after the
election in order to facilitate the transition to a new Board.
Therefore, pursuant to Section 4 of the Agreement, the Company
formally requested, and each Executive agreed, that the
Executive remain employed with the Company for up to ninety days
after a change-in-control, should one occur as a result of the
upcoming election or otherwise as a result of the related proxy
contest with the RORID Committee. (The RORID Committee is a
group of shareholders, including Steel Partners II, L.P. (Steel
Partners) and Newcastle Partners, L.P. (Newcastle Partners),
which is attempting to obtain control of the Company's Board of

     2. Two of the Executives, Owen Farren and David Nuzzo,
attended a meeting in early November 2001, with representatives
of Steel Partners, including Warren Lichtenstein, and
representatives of Newcastle Partners. The two Executives have
informed the Company that, at the meeting, a representative of
Newcastle Partners stated that it was very typical for change in
control contracts to be abrogated by a new board of directors
and that the Company's President, Owen Farren, should agree to
arrange for a transfer of control of the Company's Board to
Steel Partners and Newcastle Partners. Mr. Farren was told that,
if he did so, new directors nominated by Steel Partners and
Newcastle Partners would negotiate an arrangement with Mr.
Farren so that he would not be left with nothing under his
Change-in-Control Agreement. Mr. Farren declined this offer. The
two Executives have reported that, based on the threat made at
Mr. Farren, they believe that the RORID Committee might not
honor any of the Change-in-Control Agreements between the
Company and the three Executives if its nominees obtained
control of the Company's Board of Directors.

     The Board of Directors believed that such an action by a
successor Board of Directors controlled by nominees of the RORID
Committee would frustrate the intent of the Company's prior
decision to enter into such agreements and would deprive the
Company of the benefits and protections afforded to the Company
under provisions of the Agreements which require the Executives
to waive claims against the Company, continue employment for
certain transition periods and give non-compete and non-
solicitation protections to the Company.

     For the purpose of insuring that the Change-in-Control
Payments would be paid to the Executives in such manner and at
such times as specified in the Change-In-Control Agreements, the
Company had established a trust holding funds in an amount
sufficient to enable it to meet its obligations under the
Change-in-Control Agreement, thereby giving reassurance to the
Executives and enabling the Company to retain the protections
and benefits of such agreements.

SL Industries, Inc. designs, manufactures and markets Power and
Data Quality (PDQ) equipment and systems for industrial,
medical, aerospace, telecommunications and consumer
applications. As reported in the Troubled Company Reporter
(January 18, 2002 edition), SL Industries in December amended
its credit facility to be in compliance with its financial
ratios. Also, in line with its restructuring attempts to
strengthen the company's balance sheet, it had undertaken to
sell non-operating assets to increase its liquidity, expecting
to realize approximately $14 million in cash in the first
quarter of 2002. According to the same report, a significant
portion of the proceeds will be used to pay down the company's

For more information about SL Industries, Inc. and its products,
please visit the Company's website at

SUN HEALTHCARE: Settles Claims Disputes with Justice Department
Sun Healthcare Group, Inc., and its debtor-affiliates ask the
Court to approve a global settlement agreement with the
government through the United States Department of Justice and
on behalf of the Office of Inspector General and the Centers for
Medicare and Medicaid Services (formerly known as the Health
Care Financing Administration) of the United States Department
of Health and Human Services, the TRICARE Management Activity
Support Office, and other agencies or departments of the United
States and certain parties that have brought "qui tam" actions
on behalf of the United States.

Mark D. Collins, Esq., at Richards, Layton & Finger PA, in
Wilmington, Delaware, tells the Court that the economic terms of
the Settlement Agreement provide certain claims of the United
States and the Relators shall be resolved by:

  (a) the United States' receipt from the Debtors, on the
      effective date of the Debtors' plan of reorganization, of
      $1,000,000 in cash and a new note for $10,000,000 with:

         (i) interest at the rate specified in section 1961 of
             the title 28 of the United States Code,

        (ii) interest payable quarterly, and

       (iii) principal repaid on the following anniversaries of
             the effective date:

               $1,000,000 - 1st anniversary
               $1,000,000 - 2nd anniversary
               $2,000,000 - 3rd anniversary
               $3,000,000 - 4th anniversary
               $3,000,000 - 5th anniversary

  (b) permitting the Relators to file claims against the Debtors
      with respect to attorneys' fees and costs.

According to Mr. Collins, the dispute between the parties began
when the United States and the Relators allege that they are
entitled to claims that arose prior to the Petition Date for --
among other things:

    (1) submission of false claims,

    (2) over-billing of certain federal healthcare programs, and

    (3) submission of false cost reports.

On the other hand, the Debtors contradict these assertions.  But
to avoid the delay, uncertainty, inconvenience and expense of
protracted litigation of these claims, Mr. Collins says, the
Parties negotiated the terms of a final settlement.

In addition to the Debtors' payment of the Settlement Amount,
the salient terms of the Settlement Agreement are:

-- Mutual Release of Non-Fraud Medicare Claims

  The Debtors and the United States shall mutually release each
  other from any pre-petition or post-petition Medicare Claims
  throughout the end of the first cost reporting period of each
  Debtor entity, including partial periods, which ends after the
  Petition Date.  For Debtor entities without cost report
  periods, the mutual release shall be with respect to Medicare
  Claims for items or services furnished prior to the Petition
  Date.  The United States shall release the Debtors from any
  pre-petition Administrative CMP Claims relating to the
  Debtors' participation in the Medicare program prior to the
  Petition Date.

-- False Claims Act Release by the United States

  In consideration of the obligations of the Debtors in the
  Settlement Agreement and conditioned upon the Debtors' full
  payment of the Settlement Amount, the United States will
  release the Debtors from, and refrain from instituting,
  directing or maintaining any action against the Debtors for,
  any civil or administrative monetary claim the United States
  has or may have under the False Claims Act, the Civil Monetary
  Penalties Law, the Program Fraud Civil Remedies Act, any
  statutory provision applicable to the federally-funded
  programs in this Settlement Agreement for which the Civil
  Division, United States Department of Justice, has actual and
  present authority to assert and compromise, or the common law
  theories of payment by mistake, unjust enrichment, breach of
  contract, disgorgement and fraud, for the Covered Conduct.

-- Release by Relators

  The Relators shall release the United States, its officers,
  agents, and employees and the Debtors, their current and
  former officers, agents and employees from any claims arising
  from or relating to the qui tam actions.

-- Release of United States by the Debtors

  The Debtors shall release the United States, its agencies,
  employees, servants and agents from any claims which the
  Debtor have asserted, could have asserted, or may assert in
  the future against the United States, its agencies, employees,
  servants and agents, related to the Covered Conduct and the
  United States' investigation and prosecution of such claims.

-- Corporate Integrity Agreement

  The Debtors have entered into a Corporate Integrity Agreement
  with the United States, which is incorporated into the
  Settlement Agreement by reference.  The Debtors will implement
  their obligations under the Corporate Integrity Agreement upon
  the effective date of their plan of reorganization.

-- Reserved Claims

  Specifically reserved and excluded from the scope and terms of
  the Settlement Agreement as to any entity or person (including
  the Debtors and the Relators) are these claims of the United

    (1) Any civil, criminal or administrative liability arising
        under the Internal Revenue Code,

    (2) Any criminal liability,

    (3) Except as stated in the Settlement Agreement, any
        administrative liability, including mandatory exclusion
        from Federal health care programs,

    (4) Any liability to the United States (or its agencies) for
        any conduct other than the Covered Conduct,

    (5) Any liability based upon such obligations as are created
        by this Settlement Agreement or arising under the
        Corporate Integrity Agreement,

    (6) Any liability for personal injury or property damage or
        for other consequential damages arising from the Covered
        Conduct, and

    (7) Any civil or administrative liability of individuals
        (including current or former directors, officers,
        employees, agents or shareholders of the Debtors). (Sun
        Healthcare Bankruptcy News, Issue No. 30; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)   

TALK AMERICA: S&P Junks & Places Ratings on CreditWatch Negative
Standard & Poor's lowered its corporate credit rating on Talk
America Holdings Inc., to triple-'C' from single-'B'-minus and
lowered its subordinated debt rating to double-'C' from triple-
'C'. The ratings were simultaneously placed on CreditWatch with
negative implications.

The rating actions are based on Standard & Poor's increased
concerns that Talk America may not have adequate liquidity to
meet the redemption of about $66.9 million in outstanding 4.5%
convertible subordinated notes when they mature in September
2002. The company has not been able to improve its cash
position, estimated to be in the low-$20 million area at the end
of 2001, due to execution problems in aggressively expanding
into new markets and payment of cash to settle an arbitration
involving a previous marketing partner. Although Talk America
has been able to improve its EBITDA margin recently, through
high operating leverage, overhead reduction, and more careful
screening of customers, Standard & Poor's is concerned that the
company will not be able to improve its liquidity materially
before the notes mature.

Talk America is a competitive local exchange carrier (CLEC) that
provides bundled long distance, local, and vertical services
mainly to consumers. The company's network is based mostly on
leased lines from AT&T Corp. and unbundled network element
platform (UNE-P) from regional Bell operating companies.

The rating on the subordinated notes is two notches below the
corporate credit rating because the concentration of priority
obligations relative to Standard & Poor's assessed realizable
value of assets exceeds 30%.

TELESYSTEM INT'L: Extends Cash Purchase Offer for 7% Debentures
Telesystem International Wireless Inc. announces that it has
given proper notice to the depository to extend its purchase
offer and consent request related to its outstanding 7.00%
Equity Subordinated Debentures maturing February 15, 2002.  The
Offer will expire at 11:59 p.m., local time at the place of
deposit, on January 31, 2002 unless further extended or
withdrawn.  The other terms of the Offer remain unchanged.  The
Offer is part of TIW's overall recapitalization plan announced
in November 2001.

As of 5:00 p.m. on January 21, 2002, holders of approximately
CDN$20.4 million in aggregate principal amount had elected to
tender their ESDs and receive CDN$300 in cash for each CDN$
1,000 in principal amount, while holders of approximately
CDN$1.6 million in aggregate principal amount had opted to
receive the consent fee of CDN$100 and keep their ESDs which
will be amended to, among other things, represent a reduced
principal amount of CDN$250 (amended ESDs) as further described
in the offering circular dated November 29, 2001.

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).

USG CORPORATION: Obtains EPA's Nod for One-Time Waste Exclusion
The EPA grants a petition submitted by USG Corporation (USG),
Chicago, Illinois, to exclude or "delist", on a one-time basis,
certain solid wastes that are interred at an on-site landfill at
its American Metals Corporation (AMC) facility in Westlake, Ohio
from the lists of hazardous wastes.

This landfill was used exclusively by Donn Corporation, the
original site owner, for disposal of its wastewater treatment
plant (WWTP) sludge from 1968 to 1978.

After careful analysis, the EPA has concluded that the
petitioned waste is not a hazardous waste when disposed of in a
Subtitle D landfill. This action conditionally excludes the
petitioned waste from the requirements of the hazardous waste
regulations under the Resource Conservation and Recovery Act
(RCRA) only if the waste is disposed of in a Subtitle D landfill
which is permitted, licensed, or registered by a State to manage
industrial solid waste.

The RCRA regulatory docket for this final rule is located at
the U.S. EPA Region 5, 77 W. Jackson Blvd., Chicago, IL 60604,
and is available for viewing from 8:00 a.m. to 4:00 p.m., Monday
through Friday, excluding Federal holidays. Call Todd Ramaly at
(312) 353-9317 for appointments. The public may copy material
from the regulatory docket at $0.15 per page. (USG Bankruptcy
News, Issue No. 17; Bankruptcy Creditors' Service, Inc.,

UNION ACCEPTANCE: Fitch Ratchets Sr. Debt Ratings Down a Notch
Fitch lowered Union Acceptance Corp.'s (UAC) senior debt rating
to 'B' from 'B+'. The Rating Outlook is Negative. This rating
was previously rated privately by Fitch.

Fitch's action is primarily based on the challenges in
addressing maturing debt over the next 12-15 months. Fitch
recognizes the steps UAC has taken to improve creditor
protection by raising over $88 million of additional equity and
retaining the cash proceeds. In Fitch's view, cash raised
through the additional equity offering should be sufficient to
address senior debt obligations in March and August 2002,
although in Fitch's estimation, UAC will still need to raise
additional external financing to address senior and subordinate
debt maturities in December 2002 and March 2003, respectively.

UAC is currently evaluating various financing options to address
these issues and should a viable refinancing plan be put in
place, current debtholders should receive timely payment of
principal and interest. Absent a credible refinancing plan there
could be further pressure on the ratings.

The rating action also reflects weakness in the company's loan
portfolio as rising default and loss severity could lead to
reduced earnings. Fitch expects the operating environment to
remain challenging over the near to intermediate term and thus
these trends will likely persist. Beginning with the capital
raising initiative in June 2001, UAC management has announced
several initiatives to improve credit quality and profitability
and to the extent these initiatives are successful, Fitch will
reflect these in its assessment of the company.

UAC is an Indianapolis based specialty finance company focused
on financing primarily used cars to prime and non-prime
customers. At September 30, 2001, UAC reported a managed
servicing portfolio of $3.1 billion and shareholder's equity of
$173 million.

UNITED AIRLINES: Contract Negotiations with Union Crumbles
United Airlines (NYSE: UAL) issued the following statement in
response to Sunday's delivery of the Presidential Emergency
Board (PEB) report regarding United's contract negotiations with
the International Association of Machinists (IAM 141M) to the
White House.

     "We are disappointed that we did not reach a tentative
contract agreement during negotiations held last week in
Washington.  We appreciate the efforts of the Presidential
Emergency Board members who reviewed the positions fully and
encouraged company and union representatives to find a
negotiated resolution.  United will now study the
recommendations outlined by the PEB in its report delivered
[Sun]day to the President and determine whether they can serve
as the basis for an acceptable settlement.

     "[Sun]day's report is part of the normal process of the
Railway Labor Act and guarantees uninterrupted service for the
next 30 days.

    "The number-one goal for United remains clear: to stabilize
the company's financial situation and return it to
profitability.  United needs to find additional cost savings.  
We have made, and continue to make, major reductions in our
operating expenses.  The reality is that we must locate other
avenues to reduce costs.  As this process continues, we intend
to take every action to protect the interests of our customers
in reaching an agreement that meets their needs, preserves jobs,
and returns the company to profitability."

UNITED SHIPPING: Neslunds Disclose 26.1% Equity Stake
Richard and Mabeth Neslund beneficially own 5,404,137 shares of
the common stock of United Shipping & Technology, Inc.; 336,770
of which are represented by warrants to purchase common stock
and 3,181,800 of which are represented by 159,090 shares of
Series F Convertible Preferred stock convertible into
3,181,800 shares of common stock.  The holding represents 26.1%
of the outstanding common stock of the Company.

The Neslunds have the sole power to vote or to direct the vote,
and to dispose of or direct the disposition of, the 5,404,137
shares of common stock.

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

WHEELING-PITTSBURGH: Wants to Borrow $5MM from West Virginia
Wheeling-Pittsburgh Steel Corporation, one of the debtors and
debtors-in possession in these cases, asks Judge Bodoh for entry
of an Order providing interim approval and authorization of a
loan from the State of West Virginia, and scheduling a final

Wheeling-Pittsburgh Steel Corporation is the ninth largest
integrated steel manufacturer in the United States. WPSC
produces and sells a broad array of flat rolled steel products,
which are sold to steel service centers, converters, processors,
the construction industry and the container and appliance
industries. WPSC is a wholly-owned subsidiary of Wheeling-
Pittsburgh Corporation , which is a Delaware holding company
that conducts no separate business of its own. Each of the
remaining debtors is a subsidiary of WPC and/or WPSC.  The
Debtors have been adversely affected by low steel prices, which
are the result of excessive imports of steel and a general
overcapacity in worldwide steel production. The Debtors
commenced these Chapter 11 cases in order to restructure their
outstanding debts and to  improve their access to the additional
funding that the Debtors needed for their continued operations.

The Debtors generally, and WPSC in particular, assure Judge
Bodoh that they have been working since the commencement of
these cases to develop a business plan that will improve WPSC's
cash flow and liquidity and facilitate the Debtors' emergence
from Chapter 11.  To that end, WPSC has arranged a series of
transactions and agreements that collectively are designed to
provide WPSC with the additional funds that it requires to
continue its operations. Those matters included a wage deferral
agreement with the United Steelworkers of America, AFL-CIO-CLC,
a secured loan from the Ohio Department of Development, pre-paid
purchases of steel by WHX Corporation or by affiliates of WHX
Corporation -- and an infusion of $5 million from the State of
West Virginia.

WPSC expected the State of West Virginia to provide an infusion
of $5 million of cash which, from the perspective of WPSC, would
effectively constitute a grant, in that the repayment will be
through a State appropriation and in that WPSC will not be
obligated to repay the amount that is to be advanced.
Subsequently, however, it has become clear that the proposed
infusion of cash from would be in the form of a loan. More

       * The State of West Virginia will lend $5 million to WPSC
         on an unsecured basis.

       * The loan will be for a term of ten years and is

       * Payments for years one and two are to be deferred.

       * Repayment of the loan, in equal annual payments, is to
         begin after year three, but only if it is determined
         that WPSC is able to begin repayment at that time.

       * If the West Virginia Development Office concludes that
         WPSC is not able to begin repayment, the foregoing
         repayments are subject to further deferral until such
         time as a proven financial ability to repay exists.

Some of the financial relief that WPSC has arranged is
contingent upon WPSC's receipt of each of the other forms of
financial relief that were the subject of the , including the
infusion of cash from the State of West Virginia. Immediate
approval of the West Virginia loan therefore is required.

                 Authority for Requested Relief

The Bankruptcy Code allows debtors to obtain unsecured credit.
Courts have applied the business judgment test to evaluate
motions to obtain credit under Section 364.

The proposed loan from the State of West Virginia is an
important part of the financial package described in the January
11 Motion, which collectively will allow WPSC to reduce its
operating costs and continue its operations. As such, it is a
critical and positive step towards the Debtors' completion of a
successful reorganization. Accordingly, WPSC submits that, under
the circumstances and in the exercise of its business judgment,
the approval of the loan is in the best interests of WPSC's
estate and of its creditors. This is particularly true since the
loan will be unsecured, will bear no interest, and payments are
subject to deferral unless WPSC is able to make repayment.

         Interim Approval and Scheduling of Final Hearing

The Federal Rules of Bankruptcy Procedure provides that the
court may commence a final hearing on a motion for authority to
obtain credit no earlier than 15 days after service of the
motion. However, the court may authorize interim extensions of
credit to the extent necessary to avoid immediate and
irreparable harm to the estate pending a final hearing.

In this case, WPSC requires approval, on an interim basis, of
the full amount of the credit to be extended by the State of
West Virginia. WPSC has immediate need for an influx of cash to
cover accumulated expenses and other expenses that are expected
to come due during the next two weeks. Furthermore, WHX
Corporation has made clear that the pre-paid purchases of steel
to be made by WHX Corporation or its affiliates are conditioned
on this Court's approval of all of the various transactions
and agreements that are described in the January 11 Motion and
in this motion, including the completion of the West Virginia
loan. Similarly, the other parties who have agreed to provide
deferrals and cash infusions have agreed to do so in the
expectation that all of the foregoing matters will be put in
place. If WPSC cannot close the West Virginia loan and receive
the full proceeds thereof on an interim basis, the entire
financial package may collapse, leaving WPSC without adequate
funds and producing immediate and irreparable harm to the

Accordingly, WPSC requests that this Court grant immediate and
interim approval for WPSC to close to West Virginia loan and to
receive the full proceeds thereof. (Wheeling-Pittsburgh
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  

WORLD AIRWAYS: Seeks Mediation for Flight Attendant Negotiations
World Airways, Inc. (Nasdaq: WLDA) announced that it is
requesting formal mediation assistance from the National
Mediation Board to advance negotiations with its flight
attendants.  The Company's flight attendants are represented by
the International Brotherhood of Teamsters (Local 210).

World Airways' current collective bargaining agreement with its
flight attendants became amendable on July 1, 2000, and senior
executives with the Company have met numerous times with the
union to negotiate modifications. The Company has concluded that
mediation was needed, although the Teamsters Union has declined
to join in the application for mediation.

According to Hollis L. Harris, chairman and chief executive
officer of World Airways, "This is a challenging time for the
airline industry, and World Airways has a number of hurdles to
overcome in our plan to improve financial performance and
position the Company for future success.  We are committed to
reaching an agreement that will be fair for the flight
attendants, while allowing the Company to reduce costs, improve
efficiency and utilization, and achieve our financial goals."

He added, "The Company has repeatedly emphasized our need for
more flexible work rules, which will allow us to respond to
opportunities in ad-hoc flying.  Adjustments to existing work
rules will increase our ability to pursue ad-hoc flying, an
important component of our business plan that should add to our
revenues.  We want to achieve a win-win situation for the flight
attendants and the Company, and we will continue to do
everything we can to achieve a successful mediation."

Utilizing a well-maintained fleet of international range, wide-
body aircraft, World Airways has an enviable record of safety,
reliability and customer service spanning 53 years.  The Company
is a U.S. certificated air carrier providing customized
transportation services for major international passenger and
cargo carriers, the United States military and international
leisure tour operators.  Recognized for its modern aircraft,
flexibility and ability to provide superior service, World
Airways meets the needs of businesses and governments around the
globe. At June 30, 2001, the company's balance was upside-down,
showing total stockholders' equity deficit of around $25

ZIFF DAVIS: Debt Workout Plans Spur S&P to Further Junk Ratings
Standard & Poor's lowered its ratings on Ziff Davis Media Inc.
Ratings remain on CreditWatch with negative implications where
they were placed on August 14, 2001.

The downgrade is based on the company's announcement that it has
hired a financial advisor in evaluating strategic alternatives
for recapitalizing its long-term debt. Ziff Davis and its
advisors have also initiated discussions with its institutional
creditors to alter the company's capital structure. Standard &
Poor's is concerned that any debt restructuring could be
significantly detrimental to bondholders.

Ziff Davis made its scheduled January 15, 2002, $15 million
semiannual interest payment to holders of its $250 million 12%
senior subordinated notes due 2010. However, the company has
received an amendment to its bank credit facility, which
provides relief of certain covenant defaults until March 15.
Ziff Davis expects that EBITDA for the first quarter of 2002
will decline between 54% and 82% due to a significant decrease
in magazine advertising pages.

Standard & Poor's will monitor developments related to the
company's negotiations with its banks and long-term debt

               Ratings Lowered and Remaining
                  on CreditWatch Negative

     Ziff Davis Media Inc.                  To           From
        Corporate credit rating             CCC-         CCC
        Senior secured bank loan rating     CCC-         CCC
        Subordinated debt                   C            CC

* Thomas E. Patterson Joining Klee Tuchin Bogdanoff as Partner
Thomas E. Patterson is joining the law firm of Klee, Tuchin,
Bogdanoff & Stern LLP (KTB&S) as a full-time partner. Mr.
Patterson comes to KTB&S from Sidley Austin Brown & Wood LLP,
where he has practiced in the insolvency area since 1987, first
as an associate from 1987 to 1993 and then as a partner from
1993 to the present.

Mr. Patterson's practice areas include corporate reorganizations
and bankruptcy, creditors' and bondholders' committees,
insurance insolvency, senior creditors, transfers of financially
distressed companies and workouts and restructuring
transactions. Within those practice areas he has been involved
in representing debtors, secured creditors, unsecured creditors'
committees, investors and creditors in Chapter 11 cases, as well
as in out-of-court restructurings.

Mr. Patterson's recent representations include counsel for the
Creditors' Committee in Maxicare, the informal creditors'
committee in watts Health. the ongoing insurance business in
Superior National Insurance Company, the Creditors' Committee in
Sun World, the informal committee of hospital creditors in
MedPartners, and the debtor in Imagyn Medical Technologies.

"We are extremely pleased to have such a well-known and
respected insolvency and reorganization attorney as Tom
Patterson join KTB&S as a partner," said Lee Bogdanoff, one of
the firm's managing partners. "He brings additional depth and
knowledge to our practice, particularly in the areas of
healthcare and insurance. Tom is leaving a large full service
firm to join our much smaller, specialty firm. That is
extraordinarily flattering. To put it mildly, we are thrilled."

Mr. Patterson said: "I look forward to joining KTB&S," said Mr.
Patterson. "I do not know of a firm that has greater
concentration of talent and experience in the structuring area.
I am particularly excited at the prospect of being more involved
in assisting companies facing financial difficulties, while
continuing my practice of representing creditors' committees."

Prior to joining Sidley Austin, Mr. Patterson served as Bigelow
Fellow and Lecturer at the University of Chicago Law school from
1985 to 1986. He was admitted to the California Bar in 1987.

He is currently a member of the Board of the Financial Lawyers
Conference and has served as a member of the Debtor-Creditor
Relations Committee of the Business Law Section of the
California State Bar and the Bankruptcy Sub-Committee of the
Commercial Law and Bankruptcy Committee of the Los Angeles
County Bar Association.

A lecturer on a variety of topics, Mr. Patterson is the author
of "Current Issues Involving Adequate Protection in Real Estate
Bankruptcies," 22 California Bankruptcy Journal 75 (1994)

He received his B.A., Juris, First Class, in 1984 and his
B.C.L., First Class in 1985 from Oxford University, where he was
a Rhodes Scholar; and his B.A. from University of Manitoba in

KTB&S is a national boutique law firm specializing in business
reorganization, corporate insolvency, commercial litigation,
bankruptcy related asset acquisitions, bankruptcy litigation,
appellate advocacy and expert witness services in the bankruptcy
field. The members of KTB&S, who have many years of collective
experience practicing in this niche area of the law, represent
debtors, creditors, equity holder committees, trustee,
landlords, potential acquirers and other parties wit interest in
financially distressed businesses. Headquartered in Los Angeles,
firm attorneys regularly handle cases and appear in bankruptcy
proceedings throughout the United States. KTB&S currently has
eight partners and six associates, with two more associates
expected to join the firm in October 2002.

* Meetings, Conferences and Seminars
January 31 - February 1, 2002
   American Conference Institute
      Chapter11 Bankruptcy
         The Four Seasons Hotel in Dallas, Texas
            Contact: 1-888-224-2480 or
January 31 - February 2, 2002
   American Bankruptcy Institute
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800 or

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

February 25-26, 2002
   American Conference Institute
      Chapter11 Bankruptcy
         Hyatt Regency in Los Angeles, California
            Contact: 1-888-224-2480 or

February 27-28, 2002
    Information Management Network
       The Distressed Real Estate Symposium
          Crowne Plaza, New York, New York
             Contact: 1-212-768-2800 or

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

March 3-4, 2002
   Association of Insolvency and Restructuring Advisors
      Business Valuation Conference (Held in conjunction with
      The Norton Bankruptcy Litigation Institute I)
         Park City Marriott, Park City, UT
            Contact: (541) 858-1665 Fax (541) 858-9187 or

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

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

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

March 14-15, 2002
   American Conference Institute
      Commercial Loan Workouts
         The New York Marriott Marquis in New York City
            Contact: 1-888-224-2480 or
March 20-23, 2002
      Spring Meeting
         Sheraton El Conquistador Resort & Country Club
         Tucson, Arizona
            Contact: 312-822-9700 or

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

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

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

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

May 15-18, 2002
   Association of Insolvency and Restructuring Advisors
      18th Annual Bankruptcy and Restructuring Conference
         JW Marriott Hotel Lenox, Atlanta, GA
            Contact: (541) 858-1665 Fax (541) 858-9187 or

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

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

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

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

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

July 17-19, 2002
   Association of Insolvency and Restructuring Advisors
      Bankruptcy Taxation Conference
         Snow King Resort, Jackson Hole, WY
            Contact: (541) 858-1665 Fax (541) 858-9187 or

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

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

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

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

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

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

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

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

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


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

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

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

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

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


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

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

Copyright 2002.  All rights reserved.  ISSN: 1520-9474.

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

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

                     *** End of Transmission ***