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       T R O U B L E D   C O M P A N Y   R E P O R T E R

        Wednesday, September 26, 2001, Vol. 5, No. 188

                          Headlines

ANC RENTAL: Airline Woes Prompt Weighing of Liquidity Options
ALADDIN GAMING: Casino Says it May Seek Bankruptcy Protection
AMERICAN TISSUE: Struggles for Interim DIP Financing
AMES DEPT: LFD Seeks Segregation of Prepetition Sale Proceeds
AMES DEPARTMENT: Court Approves $755 Million DIP Financing

ARMSTRONG HOLDINGS: Seeks Approval of Tingle/HSBC Inventory Pact
AMTRAN: Citicorp and Salomon Bolt from Financing Agreement
BETHLEHEM STEEL: Consent Solicitation Extended to 5 p.m. Today
BETHLEHEM STEEL: Steve Miller Takes Helm as New Chairman & CEO
BRIDGE INFO: Will Close English Language Service This Week

BUILDNET INC: Court Okays Hutson & Northen as Debtor's Counsel
COMDISCO INC: Michael A. Fazio Promoted & New CFO Hired
DOSKOCIL MANUFACTURING: Gets Lenders' Nod For Financial Workout
ENERGY CORP: Weak Near-Term Cash Flow Spurs S&P Downgrades
FACTORY CARD: Sales Continue to Slide But Earnings Improve

FINOVA: GE & Goldman Sachs Demands Payment of $5MM Admin. Claim
GARDEN WAY: Secures Approval to Sell All Assets to MTD for $52MM
HALO INDUSTRIES: Initiates Two-Pronged Restructuring Scheme
HARNISCHFEGER: Beloit Seeks Expungement of $5.7MM EPA Claims
INTERNATIONAL TOTAL: Weitzel Secures Injunction Against Trustees

INTIRA CORP: Court Approves Post-Petition Financing from divine
KMART CORP: Pitches Exchange Offer For $430MM Notes Due 2008
LOEWEN: Expects to Close Deal with MI Cemeteries by September 30
MCMS INC: Gets Interim Approval to Access $49MM DIP Financing
MARINER POST-ACUTE: Solicitation Period Extended to November 20

METROMEDIA FIBER: $50MM Investment Commitment Extended to Oct. 1
MPOWER HOLDING: Moody's Junks Ratings Citing Liquidity Concerns
NATIONWIDE COMPUTERS: Olympus Seeks Conversion to Chapter 7 Case
NEXTWAVE: Agrees Tentatively to Sell Coveted Wireless Licenses
NORTHWEST AIRLINES: Will Shed 10,000 Jobs Due to Flight Cuts

OWENS CORNING: Gets Okay to Hire Kinsella as Notice Consultant
PMA CAPITAL: May Lose Around $30M as Result of Terrorist Attacks
PAYLESS CASHWAYS: CEO Barron and All Directors Leave Posts
PICCADILLY CAFETERIAS: Falls Short of NYSE Listing Requirements
PILLOWTEX: Nov. 14 is New Deadline to Challenge Lenders' Liens

PLANET HOLLYWOOD: San Diego Restaurant Folds Up
RAILWORKS CORP: S&P Drops Ratings to D After Chapter 11 Filing
RHYTHMS NETCONNECTIONS: Court Okays Assets Sale to WorldCom
ROWE COMPANIES: Fails to Comply with Nasdaq Listing Requirements
SAFETY-KLEEN: Moves to Enter Into Telecomms Agreement with AT&T

SIMON WORLDWIDE: Unit Sheds 94 Jobs Under Cost-Reduction Efforts
SITEL CORP: Feeble Financials Force Moody's to Junk Sub Notes
SULZER MEDICA: Close to Bankruptcy, Says Mass Tort Lawyer
USG CORPORATION: Taps Morgan Lewis as Property Damage Counsel
U.S. OFFICE: Asks Court to Extend Exclusive Periods to Oct. 4

W.R. GRACE: Engages Rust Consulting as Claims Handling Agent
WARNACO GROUP: Proposes $28.5MM Key Employee Incentive Program
WINSTAR COMMS: Ubid Demands Accounting of All Asset Sales  

* Meetings, Conferences and Seminars

                          *********

ANC RENTAL: Airline Woes Prompt Weighing of Liquidity Options
-------------------------------------------------------------
ANC Rental Corporation (Nasdaq:ANCX) announced that the recent
terrorist attacks in the United States and the difficulties
being experienced by the U.S. airline industry will
significantly negatively impact ANC Rental's operating results
for the remainder of 2001.

The terrorist attacks have caused major U.S. airlines to
dramatically reduce their airline capacity and have prompted
passengers worldwide to postpone or cancel their U.S. airline
travel plans. Since approximately 90 percent of ANC's car rental
transactions are linked to deplaning airline passengers, the
negative impact on car rental transactions has been direct and
immediate.

In order to operate more efficiently given the industry's new
dynamics, ANC Rental is reviewing alternatives to reduce its
fleet by 25 to 35 percent, preparing a revised strategic and
operations plan, and examining other aggressive cost reduction
initiatives.

In addition, ANC Rental is currently under discussions with its
creditors and other parties in order to review liquidity options
and other financial issues. The company is also considering
various alternatives to improve its financial position,
including seeking assistance from the U.S. federal
government.

Mr. Michael S. Egan, Chairman and Chief Executive Officer noted:
"We are deeply saddened by the events of last week and our
thoughts and prayers are with the victims, their families, and
all of those working to help repair the damage that has been
done. We at ANC have done our best through these difficult times
to assist travelers in getting to their destinations."

ANC Rental Corporation, headquartered in Fort Lauderdale, is one
of the world's largest car rental companies with annual revenue
of approximately $3.5 billion in 2000. ANC Rental Corporation,
the parent company of Alamo and National, has more than 3,000
locations in 69 countries and employs approximately 19,000
associates worldwide.


ALADDIN GAMING: Casino Says it May Seek Bankruptcy Protection
-------------------------------------------------------------
In view of the uncertainties created by the recent events in the
United States, the continuing discussions with the Aladdin bank
syndicate have now focused on a financing solution that may
require Aladdin Gaming to file for chapter 11 bankruptcy
protection, Dow Jones reported.

Due to last week's terrorist attacks, the reduction in flying
schedules has impacted the Las Vegas gaming market.  Owners
believe that this downswing will reduce revenues and
profitability of the Aladdin.

The casino-hotel has taken steps to reduce its cost base
following this deterioration in business levels. This has
included the curtailing of certain food and beverage operations
and the reduction of staff in all operating and administrative
departments. (ABI World, September 21, 2001)


AMERICAN TISSUE: Struggles for Interim DIP Financing
----------------------------------------------------
Bankrupt American Tissue Inc. has gone from the prospect of
raising $400 million in a bond offering and obtaining an
additional $100 million line of credit to sweating out an
extension of a $5 million emergency loan from LaSalle Bank NA
and the rest of its pre-petition bank lenders, TheDeal.com
reports.

U.S. Bankruptcy Judge Roderick McKelvie in Wilmington, Del.,
will rule on extending the $5 million emergency funding package,
which is really an interim debtor-in-possession (DIP) financing.

If he rules in the company's favor, the Hauppauge, N.Y.-based
American Tissue would then have two more weeks to negotiate with
its lenders on a permanent DIP facility. A hearing is set for
Oct. 11 on a longer-term DIP that would permit American Tissue
to continue operating.  American Tissue filed for chapter 11
bankruptcy protection on Sept. 10. (ABI World, September 21,
2001)


AMES DEPT: LFD Seeks Segregation of Prepetition Sale Proceeds
-------------------------------------------------------------
LFD Operating, Inc., files a motion asking the Court for:

A. a temporary restraining order directing defendants to deposit
   $8,900,000 into a segregated bank account pending
   determination of LFD's motion for a preliminary injunction,

B. a preliminary injunction directing defendants to continue the
   deposit of the $8,900,000 in a segregated bank account
   pending determination of LFD's adversary proceeding and

C. expedited discovery.

LFD seeks judgment against defendants declaring that Ames
Department Stores, Inc. hold in trust at least $8,900,000 of
proceeds from the pre-petition sale of LFD's merchandise in
Debtors' stores, and that such Proceeds are not property of the
Debtors' estates, and such Proceeds must be turned over to LFD
forthwith.

Raymond Fitzgerald, Esq., at Butler Fitzgerald & Potter in New
York, New York, tells the Court that LFD sells its own footwear
and other related merchandise in the Debtors' stores but is sold
by LFD's employees directly to the public.  

The Debtors' sole involvement in such sales, Mr. Fitzgerald
adds, is collection of proceeds as collection agent and trustee
for LFD.  As collection agent and trustee, the Debtors are
obligated to turnover all such proceeds, less license fee and  
miscellaneous other charges to LFD every week.  

Mr. Fitzgerald states that the Debtors failed to remit the
proceeds from sale of LFD's merchandise during the period July
22 to August 20, 2001 and subsequently informed LFD that they
would not remit the proceeds.  Mr. Fitzgerald points out that
the Debtors have admitted in their List of Creditors Holding 20
Largest Unsecured Claims that the amount of the Proceeds due to
LFD is at least $8,900,000.

Mr. Fitzgerald contends that the Debtors are exercising
unauthorized dominion over the proceeds because instead of
paying the Proceeds to LFD, the Debtors has been paying the
Proceeds over to its secured creditors.  Mr. Fitzgerald asserts
that LFD is entitled to the imposition of a constructive trust
because the Debtors were fiduciaries for LFD and monies
collected by a fiduciary are not the property of the fiduciary.  

Mr. Fitzgerald explains that there was a fiduciary relationship
in that the Debtors were appointed as collection agent with the
promise to turn over the Proceeds, which LFD relied upon in
empowering defendants to collect the Proceeds.  Mr. Fitzgerald
tells the Court that the Debtors would be unjustly enriched if a
constructive trust was not imposed on such proceeds.  

According to Debtors' application to maintain their existing
bank accounts and cash management system, Mr. Fitzgerald claims
that the Debtors commingled the Proceeds with their own cash and
were transferred to a concentration account maintained in the
name of General Electric Credit Corporation, the lead lender
providing Debtors' revolving credit line, in order to pay down
the revolving credit line.  They were used to pay down the
revolver and recycled as new advances for the Debtors to use to
purchase inventory and to generate additional proceeds.  

At the filing date, Mr. Fitzgerald adds that at least
$150,000,000 was available to Debtors under the Revolving Credit
Agreement.

In the event the Court determines that the Proceeds cannot be
traced, Mr. Fitzgerald asserts that LFD is entitled to the
status of a secured creditor, with its claim secured by the same
collateral securing the obligations to Debtors' revolving credit
lenders.  

There is no hardship to Debtors or their creditors to require
Debtors to segregate the $8.9 million of sales proceeds that is
not the property of Debtors' bankruptcy estates, Mr. Fitzgerald
says.  If the Court ultimately determines that the LFD proceeds
were not held in trust for LFD or cannot be traced to Debtors,
then the segregated account will be released to Debtors' estates
and Debtors' will not have been harmed.  

On the other hand, Mr. Fitzgerald claims that there is
substantial hardship to LFD if Debtors' reorganization fails and
there are not sufficient assets to pay LFD in full.  Unless
defendants are required to segregate the trust funds during the
pendency of the adversary proceeding, there is a substantial
threat that LFD will be left without an effective remedy to
recover its own property.  

Mr. Fitzgerald relates that the Debtors already have transferred
LFD's funds to their secured lenders and are now in the initial
phase of an uncertain reorganization proceeding, giving rise to
a heightened risk that in the future defendants will not have
access to sufficient assets or available credit to pay the
Proceeds to LFD.  

The possibility that future transactions between defendants and
their lenders may reduce the risk in which LFD has an interest
constitutes a threat of irreparable injury. To protect LFD's
right to a remedy of a constructive trust, Mr. Fitzgerald tells
the Court that a temporary restraining order and a preliminary
injunction are necessary to preserve the status quo.

Mr. Fitzgerald contends that the only consequence to defendants
segregating $8,900,000 is that defendants will incur interest on
the $8,900,000 at the DIP interest rate that will be offset by
the interest earned on the segregated $8,900,000.  Mr.
Fitzgerald assures the Court that LFD would be willing to post a
bond in the amount equal to that interest differential for the
period of the temporary restraining order and for the period of
the preliminary injunction to protect the Debtors completely in
the event the adversary proceeding is determined in their favor.
(AMES Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMES DEPARTMENT: Court Approves $755 Million DIP Financing
----------------------------------------------------------
Ames Department Stores, Inc. (AMESQ), announced that the U.S.
Bankruptcy Court has granted final approval of its $755 million
Debtor-In-Possession (DIP) credit facilities, as part of Ames
Chapter 11 reorganization proceedings.

As Ames previously reported, the DIP financing comprises a $700
million commitment from GE Capital and $55 million from Kimco
Funding LLC. The Bankruptcy Court's approval confirms the
ongoing availability of the funding to support Ames' daily
operations, pay the company's associates and retire prior credit
agreements.

"The support and encouragement that our vendors have extended to
Ames since our filing has been very gratifying," said Ames
chairman and chief executive officer, Joseph R. Ettore. "Our
store shelves are stocked with great values, holiday
merchandise, and we're continuing to provide A+ Service to our
customers. [Tues]day's action provides additional support for
the confidence vendors have already shown in Ames, and is one
more step towards our successful reorganization as a strong and
profitable company."

On August 20, 2001, Ames Department Stores filed for voluntary
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
the Southern District of New York in order to focus resources on
Ames' solid nucleus of stores and ensure the company's future
success. For more information about the reorganization, please
visit the reorganization section of the Ames corporate web site
at http://www.amesstores.com

Ames Department Stores, Inc., a FORTUNE 500(R) company, is the
nation's largest regional, full-line discount retailer with
annual sales of approximately $4 billion. With 452 stores in the
Northeast, Mid-Atlantic and Mid-West, Ames offers value-
conscious shoppers quality, name-brand products across a broad
range of merchandise categories. For more information about
Ames, visit http://www.amesstores.comor  
http://www.amesstores.com/espanol


ARMSTRONG HOLDINGS: Seeks Approval of Tingle/HSBC Inventory Pact
----------------------------------------------------------------
Armstrong World Industries, Inc., asks Judge Farnan to approve
AWI's entry into inventory purchase agreements with any of its
product distributors and its respective lender, and specifically
authorizing AWI's entry into such an agreement with W. C. Tingle
Company, one of the distributors, and its lender, HSBC Business
Credit (USA), Inc.

In the United States, AWI sells the vast majority of its
products through distributors.  AWI has had long-standing
relationships, some of which date back to the 1920s, with the
distributors.  

The distributors generate and process all orders for AWI's
products within their respective territories, with the exception
of certain home center chains and industry buying groups with
which AWI has direct marketing relationships.  

Even for these exceptions, however, the distributors serve as a
hub, or retail distribution center, from where AWI's products
are shipped out to their end destination.  Simply put, the
distributors play an invaluable role in getting AWI's products
to its customers.

In general, the distributors buy AWI's products from AWI by
placing consolidated orders with AWI.  AWI then ships its
products direct to the distributors or to specific job sites on
behalf of the Distributors, and the Distributors then re-sell
AWI's products to retailers, commercial contractors, builder
subcontractors and other industries.

As a result of this system, the distributors serve a broad range
of functions with respect to AWI's products. These functions
include sales, marketing, administration of promotions, pricing,
warehousing, and determination of logistics. The distributors
also assume the credit risk for sales and have the primary
responsibility for ordering, invoicing, and administering the
samples and display programs with respect to the AWI's products.

Because the distributors are essentially AWI's sole means of
distributing its products, they are crucial to AWI's ongoing
business enterprise. Any change in the relationship between AWI
and the distributors or the availability of the services the
distributors provide will severely jeopardize AWI's ability to
service its customers, including its largest and most valuable
customers.

Without the distributors, AWI would be unable to distribute
virtually any of its products throughout the United States
unless AWI were to completely restructure the way it does
business, which would require a considerable investment of AWI's
time and estate assets with substantial risk of disruption to
its daily business operations.

                The Inventory Purchase Agreement

Because each Distributor purchases AWI's inventory and then re-
sells it to AWI's customers, the distributor bears the credit
risk with respect to such inventory. This arrangement sometimes
makes it more difficult for a distributor to obtain financing
from its lender because the lender itself does not want to bear
the risk of disposing of a distributor's inventory in the event
of a default.

Accordingly, both as an accommodation to AWI's distributors and
because AWI prefers to control and oversee the distribution of
its products, AWI routinely enters into Inventory Purchase
Agreements. Pursuant to the Inventory Purchase Agreements, AWI
agrees that, if an event of default occurs under a lender's loan
agreement with a distributor and the lender "forecloses or
otherwise enforces its security interest" in the inventory, then
AWI will purchase from the lender the inventory of the
distributor that represents AWI's products held by such lender
at the original purchase price paid by the distributor or some
discount thereof depending on the condition of the product.

Furthermore, AWI is only obligated to repurchase AWI's inventory
that it is selling as part of its active product line. AWI is
not responsible for any deficiency between the amount of the
repurchase price and the amount the distributor owes its lender
as a result of a distributor's default on a loan agreement.

The Inventory Purchase Agreement provides for a termination on a
date certain (typically, one year after the parties enter into
such agreement or such other date as the parties may agree
upon). Renewal terms can vary among Inventory Purchase
Agreements.

Prior to the Petition Date, AWI from time to time had entered
into agreements similar to the form of Inventory Purchase
Agreement with several of its Distributors and their respective
Lenders. AW1 has never been compelled to repurchase any of its
products pursuant to the type of arrangement proposed in the
Inventory Purchase Agreement.

                  AWI's Relationship with Tingle

Prior to the Petition Date, Tingle, AWI's distributor for the
greater Ohio area, entered into an Inventory Purchase Agreement
with AWI and Commerce Bank in connection with a loan agreement
between Tingle and Commerce Bank. While the Inventory Purchase
Agreement with Commerce Bank recently expired, an approximately
$5.5 million obligation remains outstanding to Commerce Bank
under the loan agreement with Tingle.

Tingle has advised AWI that Commerce Bank has threatened to
foreclose on its collateral, which includes Tingle's inventory
of AWI's products, if the outstanding obligation is not paid
immediately. Furthermore, Tingle also is indebted to AWI for
approximately $1 million, representing unpaid invoices for
products previously delivered to Tingle in the ordinary course
of business.

Tingle is seeking to enter into a loan agreement with a new
lender, HSBC. With the new loan, Tingle intends to immediately
satisfy both the Commerce Bank debt and the AWI Debt. Absent the
new loan agreement with HSBC, Tingle has advised AWI that it
will be unable to satisfy the Commerce Bank debt and that it
expects Commerce Bank to foreclose on Tingle's inventory unless
AWI tends Tingle sufficient funds to repay the Commerce Bank
debt, thereby leaving Tingle indebted to AWI for approximately
$6.5 million. HSBC has indicated that it is willing to enter
into a loan agreement with Tingle, but is requiring AWI to
enter into an Inventory Purchase Agreement as a condition to the
loan transaction with Tingle.

Although AW1 routinely enters into Inventory Purchase Agreements
in the ordinary course of its business, in an abundance of
caution, HSBC has requested that AWI obtain court approval to
enter into an Inventory Purchase Agreement with HSBC and Tingle.

By Motion, AWI seeks entry of an order, pursuant to the
Bankruptcy Code, confirming that AW1 is authorized, in the
exercise of its discretion, to enter into inventory purchase
agreements with distributors and their lenders in substantially
the same form and substance of the Inventory Purchase Agreement
described above, and to perform all obligations thereunder,
including, without limitation, purchasing all or any part of
AWI's inventory from such lender, without further court order.

Additionally, AWI seeks entry of an order specifically
authorizing it to enter into the Tingle Inventory Purchase
Agreement and to perform all obligations thereunder, including,
without limitation, purchasing all or any part of AWI's
inventory from HSBC, without further court order.

Prior to the Petition Date, as part of its general business
practices, AW1 entered into repurchase arrangements similar to
the Inventory Purchase Agreement in order to maintain control
over the sale of its products, assure that its products were not
sold in foreclosure sales or otherwise at distressed prices, and
to accommodate its distributors.

Accordingly, AWI believes that any repurchase of AWI's inventory
from a Lender is in the ordinary course of AWI's business.
Nevertheless, HSBC has requested that AWI obtain express court
approval and authorization to enter into the Tingle Inventory
Purchase Agreement. Accordingly, out of an abundance of caution
and to accommodate HSBC's request, AWI has filed this Motion.
(Armstrong Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
  

AMTRAN: Citicorp and Salomon Bolt from Financing Agreement
----------------------------------------------------------
Amtran, Inc. (Nasdaq:AMTR), parent company of American Trans
Air, Inc. (ATA), announced that it has received a letter from
Citicorp USA, Inc. and Salomon Smith Barney Inc. terminating
Citicorp USA's obligations under the Commitment Letter dated
June 18, 2001 to Amtran and ATA relating to the proposed $175
million secured credit facility to be used to finance the
proposed transaction in which Amtran would be taken private.

This letter states that, based upon events since December 31,
2000 affecting the business, condition, operations and
properties of ATA, including in particular recent events,
Citicorp USA has determined that the condition set forth in
clause (iii)(A) of Section 1 of the Commitment Letter is not
likely to be satisfied.

This clause states that Citicorp USA's commitment is
conditioned on the absence of any material adverse change in the
business, condition (financial or otherwise), operations or
properties of Amtran and its subsidiaries, taken as a whole,
since December 31, 2000.

In response to this letter, Amtran is currently evaluating its
options consistent with its obligations under the merger
agreement relating to the proposed going-private transaction. In
light of the termination of the Commitment Letter, there can be
no assurance that Amtran will be able to find alternative
financing to satisfy the financing condition to the proposed
going-private transaction.

Amtran's common stock trades on the NASDAQ Stock Market under
symbol "AMTR".  ATA, now in its 28th year of operation, is the
nation's 10th largest passenger carrier based on revenue
passenger miles and operates significant scheduled service from
Chicago-Midway and Indianapolis.

The entire fleet is supported by ATA's own maintenance and
engineering facilities in Indianapolis and Chicago-Midway and
maintenance support stations worldwide. For more information
about ATA, visit its website at http://www.ata.com


BETHLEHEM STEEL: Consent Solicitation Extended to 5 p.m. Today
--------------------------------------------------------------
Bethlehem Steel Corporation (NYSE: BS) says it has received the
necessary consents to amend its 10 3/8% Senior Notes in
accordance with the consent solicitation dated September 10,
2001.

Bethlehem has extended the solicitation until 5:00 p.m. on
Wednesday, September 26, 2001 New York City time, to allow the
remaining investors time to fully evaluate the offer. All other
elements of the Consent Solicitation remain the same.


BETHLEHEM STEEL: Steve Miller Takes Helm as New Chairman & CEO
--------------------------------------------------------------
Bethlehem Steel Corporation (NYSE: BS) announced the election of
Robert S. "Steve" Miller, Jr. as chairman and chief executive
officer, and a director, effective immediately. The positions
Mr. Miller is assuming were previously held by Duane R. Dunham
who will continue as president and chief operating officer, and
a director, of the company.

By adding Mr. Miller, a widely recognized and experienced
turnaround expert, to the executive office, Mr. Dunham said that
"we have bolstered our senior management team with the kind of
expertise only a few people familiar with our industry could
bring to the company. Bethlehem is very fortunate to have Steve
on board to direct our strategy at this critical juncture in our
company's history."

Mr. Miller joins the Bethlehem Steel executive team at a time
when the steel industry is suffering through a domestic steel
market that has been devastated by record-level imports over the
last few years. "Bethlehem, as well as other companies in the
industry have been struggling all year with a weak economy and
unfair foreign competition. Recent national events have greatly
exacerbated the situation," Mr. Miller said. "The solution to
Bethlehem's problems will require hard work, creativity, and
some sacrifices on all sides," he added, emphasizing that "we
intend to intensify our efforts to work together with the
steelworkers union and government leaders to rebuild this great
company to a position of prosperity."

The 59 year-old Stanford University and Harvard Law School
graduate is well-suited for his new position at Bethlehem.
"Beginning with my experience in 1980 in the rescue of the
Chrysler Corporation, I have seen firsthand the miracles that
can be accomplished when management, labor and government all
come together. I intend to see that happen here at Bethlehem,"
said Mr. Miller.

Mr. Miller is well known in industry and the financial community
for his leading role as the chief negotiator with bank lenders
and the government in helping to rescue Chrysler in the early
eighties. His 12 years at Chrysler, where he served as a
director, chief financial officer and later vice chairman, were
preceded by 11 years at Ford Motor Company. Mr. Miller has also
served as chief executive officer of Waste Management, Inc., the
world's largest environmental services company, and as chairman
of the engineering and construction company, Morrison Knudsen
Corporation, during a financial crisis and successfully
concluded an innovative turn-around of that company. He will
continue as the non-executive chairman of the board of Federal
Mogul Corporation, a seven billion dollar auto parts maker based
in Detroit.

Bethlehem's board of directors indicated that under Mr. Miller's
leadership the Bethlehem senior management team has strengthened
its skills and is better positioned to address the challenges
that lie ahead.

Mr. Miller and his wife, Margaret, will be moving to the
Bethlehem area from their Oregon home.


BRIDGE INFO: Will Close English Language Service This Week
----------------------------------------------------------
The closing of bankrupt Bridge Information Systems Inc.'s sale
of $275 million worth of its assets to Reuters Group PLC has
been postponed again - in part due to the World Trade Center
disaster -- and is now expected to close this week, according to
Dow Jones.

Bridge attorney Greg Willard told U.S. Bankruptcy Judge David P.
McDonald yesterday that the two sides are working closely to
finish the deal. Bridge also said its sale of some news
contracts to Dow Jones & Co. has been delayed.  

Bridge's co-counsel in New York (Cleary, Gottlieb, Steen &
Hamilton) is working out of four offices in Manhattan and in
homes, he said. The firm's office at One Liberty Plaza was
severely damaged in last week's terrorist attacks.

One week ahead of schedule, Bridge Information Systems Inc. will
cease publication of the BridgeNews English-language news
service on September 21, 2001 as the sale of Bridge assets
proceeds, the management committee said in an internal memo.  

September 21, 2001 will be the last day of employment for
U.S. news employees who haven't yet been offered jobs by any of
the companies acquiring Bridge's assets.

Bridge had been winding down its news operation as part of
bankruptcy proceedings, and decided to move up the closure of
the English language operations because of disruptions stemming
from last week's terrorist attack in New York.  Bridge had
previously told employees that it would close the news
operations on Sept. 27.  

The memo didn't specify what would happen to BridgeNews' foreign
language news operations.

Reuters still expects its deal with Bridge to close by the end
of the month, spokeswoman Nancy Bobrowitz said. She added that
many people involved in the transaction lost a week of work
since offices were damaged in the attacks.

Reuters has some additional issues in terms of assessing the
impact of the World Trade Center destruction on Bridge's
operations. Bridge had employees on the 57th and 58th floors of
the South Tower of the World Trade Center and on two floors
across the street in the World Financial Center. The company
has accounted for the safety of all its employees. (ABI World,
September 21, 2001)


BUILDNET INC: Court Okays Hutson & Northen as Debtor's Counsel
--------------------------------------------------------------
Judge Catharine R. Carruthers authorizes BuildNet, Inc., to
employ the law firms of Hutson Hughes & Powell in Durham, North
Carolina, and Northen Blue in Chapel Hill, North Carolina to
represent them in their chapter 11 cases.

Hutson & Northen have the responsibility to advise and direct
BuildNet in the formulation and preparation of a plan of
reorganization and in all other legal matters relating to the
administration of BuildNet's cases.

BuildNet, which is engaged in the business of development and
sale of software primarily for the building industry, filed for
chapter 11 protection on August 8, 2001 in the Middle District
of North Carolina.  

As of December 2000, the company listed $134,700,000 in assets
and $27,800,000 in debt.  Unable to secure further funding, in
2001 the company cut its workforce by about 75%, sold certain
assets, and announced it was being acquired by rival HomeSphere.  
However, the proposed acquisition fell through, causing BuildNet
to file for Chapter 11 bankruptcy.


COMDISCO INC: Michael A. Fazio Promoted & New CFO Hired
-------------------------------------------------------
Comdisco, Inc. (NYSE:CDO) announced that Michael A. Fazio, 39,
has been named to the newly created position of president and
chief operating officer and chief executive officer, Europe, and
that Ronald C. Mishler, 41, has been named senior vice president
and chief financial officer, replacing Mr. Fazio. Norman P.
Blake, who had been serving as chairman, president and chief
executive officer, continues as chairman and chief executive
officer. All appointments are effective immediately.

"With these appointments [Mon]day, we've taken an important step
to further strengthen Comdisco's management effectiveness at a
pivotal time for the company," said Norm Blake, chairman and
CEO. "Michael and Ron have abilities and experience that should
prove invaluable in helping to guide Comdisco through the
reorganization process toward our goal of emergence from Chapter
11 early in 2002."

In his new position, Mr. Fazio will have direct responsibility
for Comdisco's European Operations, its Ventures division and
its Finance operations, reporting to Mr. Blake. Mr. Fazio joined
Comdisco in July 2001 as executive vice president and chief
financial officer. Prior to that, he was president and chief
executive officer of Pretzel Logic Software, Inc.  From 1999 to
2000, he was executive vice president/managing director and
chief operating officer - Americas for Deutsche Bank AG. Mr.
Fazio began his career with Arthur Andersen in 1983, serving in
increasingly responsible positions in Andersen's Financial
Market Industry Practice, including partner-in-charge of its New
York Banking, Brokerage and Investment Banking Industry Practice
until 1999.

In his new position, Mr. Mishler will be responsible for
Comdisco's Finance, Treasury and Accounting functions, reporting
to Mr. Fazio. Mr. Mishler joined Comdisco in July as senior vice
president and treasurer. Prior to Comdisco, he served as senior
vice president and treasurer of Old Kent Financial Corporation
from 1998 to 2001.  Before that, he was vice president and
treasurer of USF&G Corporation from 1996 to 1998, and from 1984
to 1996 he held various financial analysis and management
positions at Heller International Corporation.

Comdisco, Inc. and 50 domestic U.S. subsidiaries filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy
Code in the U.S. Bankruptcy Court for the Northern District of
Illinois on July 16, 2001. The filing allows the company to
provide for an orderly sale of some of its businesses, while
resolving short-term liquidity issues and enabling the company
to reorganize on a sound financial basis to support its
continuing businesses.

Simultaneous with the filing, Comdisco also announced the
proposed sale of substantially all of its Availability Solutions
business to Hewlett-Packard Company for $610 million. Closing of
that transaction is subject to a court-supervised auction
process.

Comdisco's operations located outside of the United States were
not included in the chapter 11 reorganization cases. All of
Comdisco's businesses, including those that filed for chapter
11, are conducting normal operations. Comdisco is continuing to
pursue other strategic alternatives to create value for its
stakeholders, including the potential sale of its leasing
businesses, as well as the restructuring of its Ventures group.
The company has targeted emergence from chapter 11 during early
2002.

Comdisco --  http://www.comdisco.com -- provides technology  
services worldwide to help its customers maximize technology
functionality, predictability and availability, while freeing
them from the complexity of managing their technology.

The Rosemont, (IL) company offers a complete suite of
information technology services including business continuity,
managed web hosting, storage and IT Control and Predictability
Solutions SM. Comdisco offers leasing to key vertical
industries, including semiconductor manufacturing and electronic
assembly, healthcare, telecommunications, pharmaceutical,
biotechnology and  manufacturing. Through its Ventures division,
Comdisco provides equipment leasing and other financing and
services to venture capital backed companies.


DOSKOCIL MANUFACTURING: Gets Lenders' Nod For Financial Workout
---------------------------------------------------------------
Doskocil Manufacturing Company, Inc. announced that it has
reached agreements in principle with the lead bank of its
lending group and holders of Doskocil's senior subordinated
notes for an overall financial restructuring.

"The terms of the proposed restructuring are the result of
several months of hard work and negotiations with the lead bank
of our lending group, an ad hoc committee comprised of holders
of a majority of our 10 1/8% Senior Subordinated Notes due 2007,
and our majority shareholder," said Larry Rembold, Doskocil's
President and Chief Executive Officer. "We are pleased
that we have reached these restructuring terms, which, when
completed, will put Doskocil into a much stronger position for
continued growth."

Doskocil will effectuate the restructuring either by means of an
out-of-court transaction or pre-packaged Chapter 11 filing as a
means to reach a final agreement with its creditors.

Doskocil emphasized that the financial restructuring will not
impact day-to-day operations with regard to its employees,
customers, suppliers and distributors. Doskocil's trade
creditors have been paid on current terms and this will continue
throughout the restructuring.

The agreements in principle are subject to definitive
documentation and approval by the entire bank group, the holders
of Doskocil's senior subordinated notes, and Doskocil's major
shareholder, which has committed to make a substantial
additional investment in Doskocil as a part of the
restructuring.

Doskocil engaged investment banking firm, Chanin Capital
Partners to assist in the restructuring. Doskocil intends to
complete the restructuring by the end of this calendar year,
however, it can not ensure that the restructuring will be
completed by that date or on the terms contemplated.

Doskocil Manufacturing Company, Inc. is the leading producer of
plastic pet products in the United States. Doskocil manufactures
and markets a broad range of pet and sport products through
multiple distribution channels.


ENERGY CORP: Weak Near-Term Cash Flow Spurs S&P Downgrades
----------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on Energy
Corp. of America (ECA) to single-'B' from single-'B'-plus. In
addition, the senior subordinated debt ratings on the company
were lowered to triple-'C'-plus from single-'B'-minus. The
ratings were also removed from CreditWatch, where they were
placed on Oct. 18, 1999.

The outlook is negative.

The downgrade reflects Standard & Poor's concerns about ECA's
ability to materially grow its reserves and production and
substantial uncertainty about the investment strategies ECA will
pursue in the near term. The downgrade further reflects ECA's
extremely aggressive capital structure. These weaknesses are
slightly offset by cash balances of approximately $55 million.

ECA is a small, privately held energy company engaged in the
exploration, development and production, transportation, and
marketing of natural gas primarily within the Appalachian Basin
states of West Virginia, Pennsylvania, Kentucky and Ohio.

ECA's exploration and production (E&P) operations consist
primarily of historically high operating costs, oil and natural
gas E&P properties, along with modest gas gathering and
transportation activities.

Although the reserve base is small (220 billion cubic feet
equivalent pro forma for recent acquisitions) and located in
mature basins, ECA produces mostly natural gas, a commodity with
fairly favorable medium-term demand fundamentals, but has
experienced substantial price weakness in recent months because
of economic and seasonal factors. Modest potential for reserve
additions exists primarily through recompletions and limited
developmental drilling.

ECA's five-year average finding and development costs are high
at over $1.60 per thousand cubic feet, reflecting prevailing
acquisition prices and the meager potential for new reserve
discoveries and extensions in the mature basins of Appalachia,
where most of the company's reserves are located. For material
long-term reserve and production growth, the company will need
to acquire producing properties with significant exploration
potential.

Debt leverage is extremely aggressive, with total debt at more
than 75% of total capital. Substantial uncertainty remains
regarding the company's ability to grow its operations into its
capital structure because of the economics of potential
reinvestment opportunities.

ECA's appetite for acquisitions further clouds the company's
prospective financial profile. Moreover, internal cash flow will
be insufficient to fund fiscal year 2001 interest charges
(projected to be $20 million) and budgeted capital expenditures
of $42 million, likely causing leverage to rise and financial
flexibility to weaken.

However, near-term financial flexibility is adequate because of
about $55 million of cash on hand, $2 million available under an
unsecured credit facility, and a lack of near-term debt
maturities.

                       Outlook: Negative

The negative outlook reflects ECA's aggressive financial
profile, weakening near-term cash flow from falling gas prices,
and uncertainty surrounding the investment of its cash balance.


FACTORY CARD: Sales Continue to Slide But Earnings Improve
----------------------------------------------------------
Factory Card Outlet Corporation's net sales decreased $2,413,000
or 4.1%, to $57,013,000 for the three fiscal month period ended
August 4, 2001 from $59,426,000 for the three fiscal month
period ended July 29, 2000. The net sales decrease can be
attributed to the operation of nine fewer superstores during the
three fiscal month period ended August 4, 2001.

The Company closed two under performing stores in July 2001 and
closed five under performing stores in the prior fiscal year.
Comparable store sales increased $785,000 or 1.3%. This increase
was the result of improved product allocation and assortment of
inventory, primarily in the basic party category.

Net sales decreased $619,000 or 0.5%, to $113,249,000 for the
six fiscal month period ended August 4, 2001 from $113,868,000
for the six fiscal month period ended July 29, 2000. This
decrease can be attributed to the operation of nine fewer
superstores in the current year. Comparable store sales
increased $3,231,000 or 2.9% to $113,249,000 for the six months
ended August 4, 2001 from $110,018,000 for the six months ended
July 29, 2000.

Net income for the three months ended August 4, 2001 was
$1,172,000, compared to a net income of $303,000,000 for the
comparable period of 2000.  For the six months ended August 4,
2001 the Company's net loss was $(1,188,000), as compared to the
net loss of $(2,435,000) in the same period of 2000.

Factory Card Outlet filed voluntary petitions for relief under
chapter 11 of title 11 of the United States Code on March 23,
1999 under case numbers 99-685(JCA) and 99-686(JCA). The Company
is currently operating its business as debtors in possession
under the jurisdiction of the United States Bankruptcy Court for
the District of Delaware.


FINOVA: GE & Goldman Sachs Demands Payment of $5MM Admin. Claim
---------------------------------------------------------------
General Electric Capital Corporation and Goldman Sachs Mortgage
Company ask the U.S. Bankruptcy Court in Wilmington for an order
allowing and directing payment of its Chapter 11 administrative
expense claim against The FINOVA Group, Inc., for $5,000,000.

Michael G. Busenkell, Esq., at Morris, Nichols, Arsht & Tunnell,
in Wilmington, Delaware, relates that since June 2000, both GE
and Goldman Sachs performed due diligence and had discussions
with the Debtors with a view toward acquiring The Finova Group,
Inc. and its subsidiaries.

Then, Mr. Busenkell continues, on February 27, 2001, the Debtors
and Leucadia National Corporation entered into a Management
Agreement for a 10-year term providing for Leucadia to give
management advice regarding Finova and its portfolio of assets.

At the same date, the Debtors entered into a commitment letter
with Berkadia LLC, a venture of Berkshire Hathaway, Inc., under
which Berkadia agreed to provide a $6,000,000,000 loan to Finova
at a combined fixed rate of 9.25% per annum.

Among other things, the Berkadia Commitment:

   (A) required the Debtors to file for bankruptcy;

   (B) required the Debtors to assume and perform the 10-year
       Management Agreement with Leucadia post-bankruptcy;

   (C) provided that the balance of the Debtors' debt not repaid
       by the $6 billion loan would be converted into Senior
       Notes bearing interest at the weighted average of the
       Debtors' then current outstanding debt;

   (D) provided for a Closing Date of August 31, 2001;

   (E) provided for a $60 million commitment fee (which was
       paid);

   (F) provided for a $60 million funding fee; and

   (G) provided for a $60 million termination fee if Berkadia's
       financing was not used.

Mr. Busenkell tells Judge Walsh that after the Finova cases
started, GE Capital and Goldman Sachs informed the Creditors'
Committee of its continuing interest to provide financing to the
Debtors and to participate in the Debtors' restructuring and
exit from Chapter 11 -- as both a lender to the Debtors and as a
purchaser or manager of substantially all of its assets.  

GE-Goldman, Mr. Busenkell says, was advised that the Creditors'
Committee and its advisors considered the Berkadia Commitment
"totally unacceptable" and that the Creditors' Committee
welcomed and encouraged the interest of GE-Goldman and any other
credible party as providers of financing.  

Given the composition of the Creditors' Committee and the tone
of the discussions, Mr. Busenkell emphasizes, GE-Goldman at all
times understood that it would not simply be "used" to increase
the bid of Berkadia or any other party, and that reasonable
arrangements would be made for fair compensation to GE-Goldman
in the form of break-up fees, "stalking horse" bid protections
or the like.

As part of the Debtors' Plan of Reorganization, Mr. Busenkell
states, a term sheet was substituted for the prior Berkadia
Commitment containing enhancements to the Berkadia proposal.

Subsequently, Mr. Busenkell relates, GE-Goldman signed a
proposal letter dated May 2001 with the Creditors' Committee
providing in part for:

  (1) a $7,000,000,000 loan to the Debtors;

  (2) an interest rate of LIBOR plus 215 basis points on such
      loan;

  (3) a servicing agreement whereby GE-Goldman would service the
      portfolio;

  (4) interest on the residual pre-petition debt of 7.5% per
      annum.

According to Mr. Busenkell, the proposal letter also required
the Creditors' Committee to seek to have the Debtors file a
motion effectively authorizing a break-up fee in the approximate
amount of $63,000,000 if the terms of the proposal letter were
reflected in a commitment letter and those terms were
subsequently topped. But this motion, Mr. Busenkell says, was
never filed.

Several days later, Mr. Busenkell notes, Berkadia entered into a
further revision of the Berkadia Commitment, which substantially
enhanced that commitment by:

    (A) reducing the interest from 9.25% fixed to LIBOR plus 225
        basis points (an effective rate of 6.23% per annum as of
        such date);

    (B) allowing cash on hand at closing to supplement the
        $6,000,000,000 loan to provide total liquidity of
        $7,000,000,000 or more;

    (C) increasing the interest rate on residual notes to 7% per
        annum; and

    (D) enhancing redemption rights regarding the residual
        notes.

GE-Goldman then issued a commitment letter substantially
reducing the conditions precedent to closing by limiting due
diligence to confirmation of closing condition rations, and also
provided enhanced deal terms, including:

    (1) up to $7,250,000,000 in liquidity;

    (2) pricing at LIBOR plus 200 basis points;

    (3) enhanced management fee economics.

In addition to the enhanced financial terms, Mr. Busenkell says,
the commitment letter established deadlines for the Creditors'
Committee to act -- in effect to choose between the Berkadia
offer and the GE-Goldman offer.

Last June, Mr. Busenkell recounts, GE-Goldman filed a joint
objection to the Debtors' disclosure statement - putting all
parties on notice that they would be seeking a break-up fee and
expense reimbursement.

Once again, Mr. Busenkell notes, Berkadia increased its offer by
increasing the loan amount to $7,000,000,000 and interest rate
payable on the residual notes to 7.5% -- a match to the GE-
Goldman commitment.  Mr. Busenkell tells Judge Walsh that
Berkadia's final bid expressly provided that GE-Goldman could
receive $5,000,000 for its role in what was effectively an
"auction process" without nullifying the Berkadia deal that was
ultimately supported by the Creditors' Committee.

It is indisputable, Mr. Busenkell asserts, that the improvements
in the Berkadia Commitment were a direct response to, and
occasioned by, GE-Goldman's participation in the process and
their continued commitment to the transaction.  

The improvements in the Berkadia Commitment caused by GE-
Goldman's participation, Mr. Busenkell observes, created at
least $400,000,000 in increased value to the Debtors' estates.  
Mr. Busenkell contends this is more than a substantial
contribution to the Debtors' chapter 11 cases.  Mr. Busenkell
also maintains that GE-Goldman at all times reasonably expected
that the Debtors to reimburse them for their efforts.

Thus, Mr. Busenkell insists, GE-Goldman is entitled to an
administrative priority claim based on its involvement in these
bankruptcy cases.

Mr. Busenkell advises the Court that the out-of-pocket expenses
for consultants, outside legal help, and other disbursements,
along with the internal costs attributable to time expenditures
incurred on behalf of GE-Goldman, greatly exceed the $5 million
sought in this application.  Despite this, GE-Goldman has agreed
to cap its administrative claim at $5 million, with GE Capital
and Goldman Sachs agreeing to divide the claim equally.  

The Creditors' Committee believes that the significant
contribution that GE-Goldman provided to the estates warrants
the $5 million administrative expense claim in favor of GE-
Goldman, Mr. Busenkell claims.

By accepting the $5 million, Mr. Busenkell says GE-Goldman will
waive any and all claims against the Debtors, Berkadia,
Berkshire and Leucadia that GE-Goldman may have against these
entities relating to the transactions. (Finova Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


GARDEN WAY: Secures Approval to Sell All Assets to MTD for $52MM
----------------------------------------------------------------
The United States Bankruptcy Court gave Garden Way, Inc. a green
light to sell substantially all of its assets to MTD Consumer
Group, Inc. for $44,061,000 in cash and $8,000,000 in assumed
liabilities, subject to higher and better offers.

Judge Fitzgerald also orders that the purchased assets shall be
exempt from taxes and transferred to the buyer free and clear
from all encumbrances not later than 90 days after closing.  The
Court also bars all entities from commencing any proceeding with
respect to any encumbrance.

The Agreement also calls for Garden Way to pay all pre-petition
cure amounts all leases and contracts, which are deemed to be
assumed.

Judge Fitzgerald also orders that all proceeds from the sale
shall remain in interest-bearing accounts and be available for
Garden Way's use pursuant to cash collateral stipulation or
distributions pursuant to a confirmed chapter 11 plan.

Garden Way, Incorporated, one of the nation's largest
manufacturers of premium outdoor power equipment, filed for
chapter 11 protection on July 30, 2001 in the Bankruptcy Court
for the District of Delaware. M. Blake Cleary, Esq., at Young
Conaway Stargatt & Taylor LLP in Wilmington, Delaware represents
the Debtors in their restructuring effort.  


HALO INDUSTRIES: Initiates Two-Pronged Restructuring Scheme
-----------------------------------------------------------
HALO Industries, Inc., a promotional products industry leader,
announced that its management and support functions will migrate
from Niles, Illinois, to a new HALO service center in Sterling,
Illinois, co-located with its Lee Wayne subsidiary.

As the migration to Sterling is completed, HALO's Niles-based
executive and support team positions will be eliminated and the
headquarters building will be vacated. This initiative, which
eliminates more than $20 million in annual costs and more than
230 positions company-wide, will make HALO the lowest-cost,
high-quality provider of promotional products.

This initiative is designed to return the Company's core
promotional products business to profitability by leveraging its
strengths and significantly reducing costs in this challenging
economic climate.

Since its filing of Chapter 11 bankruptcy on July 30, 2001, the
Company has continued to conduct business operations and meet
all of its employee, vendor and customer obligations. HALO's
revenues in August exceeded $26 million, which was higher than
its revenues in July and approximately average for each of the
first eight months of the year.

"Since filing for Chapter 11 protection, we have made solid
progress, but we realize that more is needed to return our
Company to profitability," said Marc Simon, president and chief
executive officer. "In light of the difficult economic
conditions we're all facing, this operational restructuring is
necessary for us to emerge from Chapter 11."

This restructuring, which sets the stage for HALO's filing of
its Plan for Reorganization with the Bankruptcy Court, will
begin in October and be completed by March 2002. Essentially,
the plan has two components:

     -- Relocation of management and transaction processing
functions to Sterling -- To better serve its sales force and
customers and reduce its personnel and occupancy costs, HALO
will relocate all corporate and transaction processing function
to offices in Skokie, Illinois.  The Niles-based management and
support staff will temporarily operate from that location to
complete the transition of all functions to Sterling.  Niles-
based data center functions will relocate to offices in Oak
Brook, Illinois.

     -- Elimination of most of the executive team and Niles-
based support staff positions -- As part of its shifting of
resources and responsibilities to Sterling, HALO will eliminate
the jobs of most of its Niles-based executive team and support
staff.  Marc Simon will remain with the organization to oversee
the transition and establish the leadership team for HALO and
Lee Wayne going forward.

HALO will remain one company with two distinct and separate
marketing channels -- HALO Branded Solutions and Lee Wayne
Corporation. The Company will leverage the strengths of each
brand to best serve its valued sales force, vendors and
customers.

"Once our transition is completed, HALO will have put the
burdens of the past behind us," Simon said. "Our actions to date
are projected to have reduced a massive annual cash loss to a
comparatively small annual cash deficit. But unless HALO is
earning a profit, it is not positioned to emerge from Chapter
11. We project our new action plan will result in a modest
annual cash flow profit."

HALO Industries, Inc. is the world's largest distributor of
promotional products.


HARNISCHFEGER: Beloit Seeks Expungement of $5.7MM EPA Claims
------------------------------------------------------------
Beloit seeks disallowance, expungement or reduction and
allowance, as applicable of claims, pursuant to section 502(b)
of the Bankruptcy Code, 9 Claims as follows:

(A) 6 Claims totaling $489,606.50 that should each be expunged
    for one or more of the following reasons:

   (1) the claim is a Paid Claim based on obligations that have
       been satisfied,

   (2) the claim has been settled,

   (3) the claim is a No liability claim that is not enforceable
       against the Debtors or their property under any agreement
       or applicable law;

(B) Claim No. 11915 filed by Williamette Industries Inc. in the
    amount of $180,217.50 that should be reduced and allowed for
    an amount estimated at $45,384.48 because after thorough
    review, the Debtors have determined that the claim has filed
    for an amount that differs from the amounts reflected on the
    Debtors' books and records.

(C) Surplus Claim No. 12094 filed by the United States
    Environmental Protection Agency in the amount of
    $5,700,000.00 that should be disallowed and expunged for all
    purposes because it constitutes a contingent claim against
    Beloit that is not presently due and owing but based on
    estimated future environmental clean-up costs related to the
    Beloit R&D Center at the Rockton facility with respect to
    which the Third Amended Plan of Reorganization provides
    protection for EPA's right to reimbursement for clean-up
    costs by Beloit's funding of the EPA Holdback in the amount
    of $5,700,000.00,

(D) Reduced Contingent Claim No. 12096 filed by the U.S.
    EPA in an unliquidated amount of $192,910,72 based on the
    amount expended by the EPA to clean up a post-petition oil
    spill, plus an undetermined contingent amount based on an
    asbestos clean-up that has not yet started. As such Claim
    No. 12096 should be allowed as an administrative claim
    against Beloit in the amount of $192,910.81 and those
    amounts in excess of $192,910.81 should be treated in the
    same manner as all other contingent claims. (Harnischfeger
    Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
    Service, Inc., 609/392-0900)


INTERNATIONAL TOTAL: Weitzel Secures Injunction Against Trustees
----------------------------------------------------------------
Robert A. Weitzel, whose family controls more than 50 percent of
International Total Services, Inc., common stock, has sued ITS
Directors H. Jeffery Schwartz, J. Jeffrey Eakin and John P.
O'Brien for more than $25 million for breach of their fiduciary
duty as trustees of a voting trust of Weitzel's stock given to
them when he sought to retire in September, 1999.

Under the suit, filed in the Court of Common Pleas Cuyahoga
County on September 18, Weitzel asked for and obtained a
preliminary injunction against the defendants taking any action
as trustees, without Weitzel's expressed written consent, that
would be inconsistent with Weitzel's right to resume voting
control of ITS as of September 30.

The suit alleges that trustees Schwartz, Eakin & O'Brien, who
are also the only ITS directors, failed to communicate with
Weitzel when negotiating agreements that would adversely impact
ITS, failed to call shareholder meetings, failed to preserve the
assets of the voting trust, and caused ITS to file bankruptcy.

Weitzel alleges that the defendants breached their fiduciary
duty, which could cause irreparable injury not only to him and
the other beneficiaries but also to the other shareholders of
ITS.


INTIRA CORP: Court Approves Post-Petition Financing from divine
---------------------------------------------------------------
The United States Bankruptcy Court will allow Intira
Corporation, access to post-petition financing from divine
Acquisitions, Inc., pending the approval of the sale of
substantially all of Intira's assets to divine.

The multi-draw DIP facility amounting to $6,800,000 shall bear
an interest of 8.5% per annum and funds are to be used for
operating, administrative and case-related expenses and accruals
in accordance with an operating budget.

Intira Corporation, a pioneer and industry leader in
netsourcing, the outsourcing of information technology and
network infrastructure used to support internet or private
network-based applications, filed for chapter 11 protection on
July 30, 2001 in Delaware.

Laura Davis Jones at Pachulski Stang Ziehl Young & Jones P.C.
represents the Debtors in their restructuring effort.  When the
company filed for protection from its creditors, it listed
$112,970,000 in assets and $152,700,000 in debt.


KMART CORP: Pitches Exchange Offer For $430MM Notes Due 2008
------------------------------------------------------------
Kmart Corporation will be offering to exchange $430 million 9
7/8% Notes due June 15, 2008 for $430 million 9 7/8% Notes due
June 15, 2008, which have been registered under the Securities
Act of 1933.

Terms of the exchange offer:

     o   The exchange notes are being registered with the
         Securities and Exchange Commission and are being
         offered in exchange for the original notes that were
         previously issued in an offering exempt from the
         Securities and Exchange Commission's registration
         requirements.  

     o   Kmart will exchange all original notes that are validly
         tendered and not withdrawn prior to the expiration of
         the exchange offer.

     o   You may withdraw tenders of original notes at any time
         prior to the expiration of the exchange offer.

     o   Kmart believes that the exchange of original notes for
         exchange notes pursuant to the exchange offer will not
         result in any taxable gain or loss to you for U.S.
         federal income tax purposes, but you should consult
         the Company's prospectus on page 33 under "U.S. Federal
         Income Tax Consequences" for more information.

     o   Kmart will not receive any proceeds from the exchange
         offer.

     o   The terms of the exchange notes are substantially
         identical to the original notes, except that the
         exchange notes are registered under the Securities Act
         of 1933, as amended and the transfer restrictions and
         registration rights applicable to the original notes do
         not apply to the exchange notes.

                            * * *

Kmart Corporation is a near-$40 billion company that serves
America with more than 2,100 Kmart and Kmart Supercenter retail
outlets and through its e-commerce shopping site
http://www.bluelight.com


LOEWEN: Expects to Close Deal with MI Cemeteries by September 30
----------------------------------------------------------------
As previously reported, a definitive agreement was entered into
providing that the LLCs of The Loewen Group, Inc. will purchase
the Michigan Cemeteries and certain related assets for $23.4
million in cash and the assumption of certain contractual and
other obligations, including obligations relating to Letherer.

In connection with the consummation of the transaction, the
adversary proceeding will be dismissed with prejudice and the
parties will enter into mutual releases. The agreement has been
approved by the Court and the transaction is expected to close
by September 30, 2001.

In view of the pending litigation and possible sale of the
Michigan Cemeteries in connection with the settlement, the
Michigan Cemetery Debtors are not "Debtors" under the Plan.
(Loewen Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MCMS INC: Gets Interim Approval to Access $49MM DIP Financing
-------------------------------------------------------------
MCMS, Inc., said that the U.S. Bankruptcy Court for the District
of Delaware, on Friday, approved "first day motions" to support
the company during the bankruptcy proceedings.

Among other actions, the approval of these motions allows MCMS
to continue to pay its employees and honor all employee benefit
programs without interruption and gives MCMS immediate access to
Debtor-in-Possession (DIP) financing which allows it to continue
to meet its business obligations.

MCMS received interim approval from the bankruptcy court of its
$49 million post-petition financing from a consortium of banks
led by PNC Bank. The interim approval immediately makes
available to MCMS up to $20 million to acquire supplies, fund
daily operations and pay its employees. A hearing on the final
approval of the financing is scheduled for October 5, 2001.

Rick Rowe, Chief Executive Officer of MCMS, said, "MCMS is very
pleased with the prompt approval by the court of the company's
'first day orders' which together enable the company to operate
without interruption and to meet normal business obligations.
MCMS and all of its subsidiaries will conduct business  
operations as usual while continuing to make customer service a
top priority."

As previously announced, on September 18, 2001, MCMS and its two
U.S. subsidiaries filed voluntary petitions for relief under
Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware in Wilmington to
implement a sale to Manufacturers' Services Limited.

MCMS, Inc. is a global leading provider of advanced electronics
manufacturing services to original equipment manufacturers who
primarily serve the data communications, telecommunications, and
computer/memory module industries. MCMS targets customers that
are technology leaders in rapidly growing markets, such as
Internet infrastructure, wireless communications and optical
networking, that have complex manufacturing service requirements
and that seek to form long-term relationships with their
electronics manufacturing service providers.

The Company offers a broad range of electronics manufacturing
services, including pre-production engineering and product
design support, prototyping, supply chain management,
manufacturing and testing of printed circuit board assemblies,
full system assembly, end-order fulfillment and after-sales
product support. It delivers this broad range of services
through operations in Nampa, Idaho; Durham, North Carolina;
Penang, Malaysia; Monterrey, Mexico; and San Jose, California.
MCMS information is available by visiting the company's Web site
at http://www.mcms.com


MARINER POST-ACUTE: Solicitation Period Extended to November 20
---------------------------------------------------------------
As previously reported, the Mariner Health Debtors asked Judge
Walrath for a sixth extension of their exclusive periods to
dates to be determined at a hearing on August 22 in order to
avoid the occurrence of multiple competing plans of
reorganiztion, protracted litigation, unnecessary delay, and
enormous administrative costs.

Upon hearing the Debtors' request and finding cause, Judge
Walrath authorized, pursuant to section 1121(d) of the
Bankruptcy Code, a further extension of the exclusive periods
during which the Debtors may file a plan of reorganization to
and including September 20, 2001, and if a plan or plans of
reorganization are filed on or before that date, to and
including November 20, 2001 to solicit acceptance. (Mariner
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


METROMEDIA FIBER: $50MM Investment Commitment Extended to Oct. 1
----------------------------------------------------------------
Metromedia Fiber Network, Inc. (MFN) (Nasdaq: MFNX), the leader
in deployment of optical IP Internet infrastructure within key
metropolitan areas domestically and internationally, announced
today that it has received an extension of its commitment letter
for the $50 million convertible debt investment from an
investor.

The commitment letter, which was scheduled to expire on
September 21, 2001, has been extended until October 1, 2001.

The Company cannot provide any assurances that it will be able
to consummate any of the financings it is pursuing. Each of the
financings is contingent upon the consummation of the other
financings. In the event that the Company does not consummate
the financings, it will need to seek protection under the
bankruptcy laws.

In the event that the Company does consummate the financings,
the Company's stockholders will be significantly diluted as a
result of the issuance of equity to the parties providing
financing.

Metromedia Fiber Network, Inc., the leader in deployment of
optical IP Internet infrastructure within key metropolitan areas
domestically and internationally, is revolutionizing the fiber-
optic industry.

By offering virtually unlimited, unmetered metro-area
communications capacity at a fixed cost, Metromedia Fiber
Network is eliminating the bandwidth barrier and redefining the
way broadband capacity is sold.

MFN's optical network enables its customers to implement the
latest data, video, Internet and multimedia applications.
Through its subsidiaries AboveNet Communications, Inc., the
architect of the Internet Service Exchange (ISX), PAIX.net,
Inc., the first and leading neutral Internet exchange, and
SiteSmith, a leader in delivering comprehensive Internet
infrastructure managed services, MFN is a leading provider of
Internet connectivity, co-location and managed services
solutions for high-bandwidth and business-critical applications.

The Company offers a world-class network that provides co-
location services and Internet connectivity for content
providers, ISPs and application service providers. Its global
optical Internet uses open peering and "best exit" technology to
deliver fast, scaleable and reliable connections to the
Internet, and improves the Internet experience for end-users.


MPOWER HOLDING: Moody's Junks Ratings Citing Liquidity Concerns
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of Mpower Holding
Corporation (Mpower) and its subsidiaries. There is
approximately $630 million of debt and preferred securities
affected.

Mpower Holding Corporation:

    * Senior Implied to Caa3 from B3,

    * Senior Unsecured Issuer Rating to Ca from B3,

    * 13% Senior Secured Notes due 2004 to Caa3 from B3

    * 13% Senior Unsecured Notes due 2010 to Ca from B3,

    * 7.25% Convertible Redeemable Preferred Stock to C from
      Caa2,

Mpower Communications Corporation:

    * 13% Senior Secured Notes due 2004 to Caa3 from B3

Moody's said that the downgrade reflects the rating agency's
concern regarding Mpower's current liquidity situation, its
inability to generate sufficient customer growth to turn a
profit, the impact of recent restructuring efforts on future
operating performance, and the likelihood that the company will
restructure its existing debt obligations in an effort to gain
additional relief.

The rating action concludes the review that was initiated on
May 15, 2001.

Reportedly, last October 2000, Mpower announced a number of cost
control initiatives that included a plan to eliminate over 350
collocations and delay the company's expansion into the
northeast and the northwest regions of the US.

Subsequently, the company cancelled its plans to expand into the
NE and NW altogether and recognized a charge of approximately
$24 million in connection with the cancellation of commitments
in these areas.

In May 2001, Mpower announced plans to close down operations in
twelve recently opened markets representing over 180
collocations. This action will result in the reduction of 275
workers or 13% of its workforce. In connection with the
announced closures, the company said that it expects to incur a
$209 million network optimization charge by the end of September
2001.

The rating agency said that Mpower has recently hired an
investment bank to assist in exploring options to strengthen its
balance sheet. The company is considering various options,
including additional bank debt, vendor financing, private equity
and further cost management initiatives.

Mpower Holdings Corporation is based in Pittsford, New York.


NATIONWIDE COMPUTERS: Olympus Seeks Conversion to Chapter 7 Case
----------------------------------------------------------------
Olympus America, Inc., a co-chair of the Official Committee of
Unsecured Creditors, is pushing to convert Nationwide Computers
& Electronics, Inc.'s chapter 11 case to a chapter 7 liquidation
proceeding.

Jonathan L. Flaxer, Esq., at Golenbock Eiseman Assor Bell &
Peskoe in New York, New York, tells the Court that the Debtor
cannot operate any longer and must be liquidated.  

Mr. Flaxer adds that the Debtor has conceded that it cannot
emerge successfully from Chapter 11 and appears that the Debtor
does not have the financial capacity to take actions necessary
to preserve its assets or whatever going concern value that may
exist with regard to its business.

Mr. Flaxer contends that the Debtor cannot pay administrative
expenses it is incurring on a daily basis, and it is not known
whether its inventory and other assets are properly secured or
insured.  Mr. Flaxer says that it is essential that a trustee be
appointed as soon as possible to secure and insure the Debtor's
remaining inventory and to proceed promptly with an orderly
marketing process that is designed to maximize the return from
the imminent liquidation.

In addition, Mr. Flaxer relates that the largest claim held by
the Debtor's estate is against the brother of the Debtor's
president, or his firm, International Business Solutions. The
Debtor has filed a motion to settle that claim, Mr. Flaxer says,
but several creditors have interposed objections to that motion.

Nationwide Computers & Electronics, Inc., a retailer of home
computer, electronics & entertainment inventory, filed for
chapter 11 protection on June 14, 2001 in the Bankruptcy Court
for the Southern District of New York. Jonathan Pasternak, Esq.,
at Rattet & Pasternak LLP in Harrison, New York, represents the
Debtors in their restructuring effort.  


NEXTWAVE: Agrees Tentatively to Sell Coveted Wireless Licenses
--------------------------------------------------------------
NextWave Telecom Inc. has tentatively agreed to sell dozens of
highly coveted wireless-spectrum licenses to the nation's
largest cellular telephone companies in a deal that could net
NextWave as much as $11 billion and resolve a case that has
troubled the government and the wireless industry for years, The
Wall Street Journal reported.

Those closely monitoring the circumstances said the situation is
fluid and that the final terms of the settlement hadn't been set
on paper.

People familiar with the negotiations said that under terms of
the emerging settlement, the Hawthorne, N.Y.-based NextWave
would pay the government the $4.2 billion it owes for the
licenses and perhaps several hundred million dollars of
interest, while the government would drop its legal challenges
to NextWave, taking full possession of the spectrum.

NextWave then would sell the licenses to Verizon Wireless and
other companies that bought the rights to the spectrum at a
January auction that later was annulled by a federal appeals
court here.

Meanwhile, NextWave would receive the full amount of the
companies' bids, or nearly $16 billion. Accounting for the money
the company pays the government, the deal means that bankrupt
NextWave could walk away with about $11 billion. (ABI World,
September 21, 2001)


NORTHWEST AIRLINES: Will Shed 10,000 Jobs Due to Flight Cuts
------------------------------------------------------------
Northwest Airlines (NASDAQ: NWAC) said that as a result of its
September 15 announcement, reducing its scheduled service by
approximately 20%, it will immediately reduce staffing levels by
approximately 10,000 employees.

The carrier is taking this action because of last week's
terrorist attacks on the United States and the resulting
reduction in passenger demand.

Northwest Chief Executive Officer Richard Anderson said, "The
events of last week will have a lasting impact on all of us. Our
thoughts and prayers go out to the thousands of innocent victims
around the world and their families. We all agree, however, that
it is imperative that our industry return to serving the needs
of travelers and the global economy."

The airline said it is flying nearly 100 percent of its new,
adjusted schedule of some 1,400 daily flights.

                 Staff/Schedule Reductions

Northwest will decrease its management and contract payrolls
through attrition, voluntary leaves, eliminating open positions,
and layoffs. "This is a very painful decision. However, the
current operating environment dictates that we reduce our flying
schedule significantly, which in turn requires a significant
reduction in our staffing levels and payroll. These reductions
are necessary to maintain Northwest Airlines as a successful
company," Anderson said.

Staffing reductions will involve approximately 9,000 contract
and 1,000 management employees across the system. All work
groups will be affected. "In an effort to assist our affected
contract employees, we will extend their health benefits until
December 31. When the economy rebounds and the airline industry
recovers, we hope that these employees will exercise their
recall rights and rejoin the airline," Anderson said.

The 20 percent flight reduction will result in the grounding of
certain aircraft and reduced utilization of other aircraft.

Domestically, Northwest will continue to serve all mainline
destinations. However, the number of flights to some cities will
be reduced. Internationally, Northwest is suspending its
Amsterdam-Delhi service. Flight frequencies in some markets will
be reduced.

Northwest is continuing to make schedule adjustments. The
revised system-wide schedule will be fully implemented on
October 1.

                    Northwest's Commitment

In discussing Northwest Airlines' ongoing operations, Anderson
said, "Everyone at Northwest is pleased to again be providing
reliable service to our customers. Tens of thousands of our
employees worked countless hours to bring travelers home safely.
We worked equally hard to return our airline to full service,
and we thank our customers for their patience," Anderson
continued.

"One thing has not changed for the traveling public. We remain
totally committed to the safe and efficient operation of
Northwest Airlines. Reliable service will remain the hallmark of
our airline. We will continue to transport passengers to their
destinations on-time, providing them with a clean cabin and with
their luggage upon arrival."

With approximately 43,000 employees worldwide, Northwest
Airlines is the world's fourth largest airline with hubs at
Detroit, Minneapolis/St. Paul, Memphis, Tokyo, and Amsterdam.
With its travel partners, Northwest serves more than 750 cities
in 120 countries on six continents.


OWENS CORNING: Gets Okay to Hire Kinsella as Notice Consultant
--------------------------------------------------------------
Owens Corning sought and obtained Bankruptcy Court approval to
employ Kinsella Communications, Ltd. as their asbestos claimant
notification consultant.

J. Kate Stickles, Esq., at Saul Ewing LLP in Wilmington,
Delaware, discloses that the Debtors selected Kinsella because
of their familiarity with their financial affairs, their
businesses and circumstances surrounding the commencement of
these Chapter 11 cases and because of Kinsella's extensive
experience and knowledge in mass tort bankruptcy claims
notification services and complex financial restructurings.  

Ms. Stickles adds that Kinsella is one of the leading
advertising and notification consulting firms that specializes
in the design and implementation of class action and bankruptcy
notification programs to reach unidentified putative class
members primarily in consumer and mass tort litigation.

Ms. Stickles discloses that Kinsella has developed and directed
some of the largest and most complex national notification
programs including media-based notification programs.  The
Debtors seeks to retain Kinsella as their asbestos claimant
notification consultant because:

  (1) Kinsella has an excellent reputation for providing high
      quality claims notification consulting services to the
      Debtors and creditors in bankruptcy reorganizations and
      other debt reorganizations and other debt restructuring.

  (2) Kinsella has a working understanding of the Debtors'
      financial and business operations.

Ms. Stickles reveals Kinsella will render these services in
relation to the Debtors' chapter 11 cases:

  (1) developing and implementing a comprehensive notification
      plan with recommendations for materials and media
      distribution;

  (2) creating all relevant and necessary notice materials,
      including print and television advertisements;

  (3) implementing media buys and placement;

  (4) execution of an affidavit or other documentation and
      testimony as required by the Court and as requested by the
      Debtors on the notification services provided;

  (5) providing a summary and analysis of the notification
      activities and media placements as required by the
      Debtors;

  (6) performing all other asbestos claim notification
      consultant services that may be necessary and appropriate
      in connection with the Debtors' chapter 11 cases.

Subject to the Court's approval, Ms. Stickles discloses that
Kinsella will charge the Debtors for its asbestos claimant
notification consultant services on a commission basis of 15% on
all gross media buys as approved by the Debtors plus reasonable
out-of-pocket expenses.  

In addition, Kinsella also agrees that the Debtors shall be
entitled to the lowest media buying commission Kinsella charges
any client for similar work during the term of Kinsella's
retention.

Katherine Kinsella, President of Kinsella Communications, Ltd.,
discloses that the Kinsella and its parent, F.Y.I., Inc.,
conducted a review of professional contacts with respect to the
Debtors and discovered relationship with some parties.  Ms.
Kinsella states that these assistance have been primarily
related to the design and dissemination of legal notice in class
actions and bankruptcies and no services has been rendered to
these parties which could impact their rights in these chapter
11 cases.  

Ms. Kinsella asserts that none of these business relationships
creates interests materially adverse to the Debtors in matters
upon which Kinsella is to be employed.

Ms. Kinsella contends that to her knowledge, Kinsella is a
"disinterested person" in that Kinsella, its partners and
employees are:

  (1) are not creditors, equity security holders or insiders of
      the Debtors;

  (2) are not and were not investment bankers for any
      outstanding security of the Debtors;

  (3) have not within three years before the date of the filing
      of the Debtors' chapter 11 cases been investment bankers
      for a security of the Debtors or an attorney of such
      investment banker in connection with the offer, sale or
      issuance of a security of the Debtors;

  (4) were not within two years before the date of the filing of
      the Debtors' chapter 11 petitions, a director, officer, or
      employee of the Debtors or of any investment banker.

In addition, Ms. Kinsella states that it does not hold or
represent an interest materially adverse to the interest of the
estates or of any class of creditors or equity security holders,
by reason of any indirect relationship to, connection with, or
interest in the Debtors.  

During the past year, Ms. Kinsella states that they did not
receive any fees from the Debtors and is not owed any amount of
pre-petition fees and expenses. (Owens Corning Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PMA CAPITAL: May Lose Around $30M as Result of Terrorist Attacks
----------------------------------------------------------------
PMA Capital (NASDAQ:PMACA) provides an initial and preliminary
estimate of the potential exposure to the losses caused by the
attacks on the World Trade Center on September 11 to be in the
range of $30 million pre-tax ($20 million after-tax), which is
approximately 4 percent of consolidated statutory surplus.

"Our estimate is based upon our analysis of the underwriting
exposures in all of our businesses, and I am confident in the
reasonableness of our estimate. Upon further review, today, we
reaffirm our earlier estimate," stated John W. Smithson,
President and Chief Executive Officer of PMA Capital.

In response to the industry's exposure to the Sept. 11 events,
Standard & Poor's (S&P) is reviewing the ratings of many
insurance companies, including PMA Capital Insurance Company.

Commenting on S&P's announcement, Smithson said, "The rating
agencies play an important role in the insurance marketplace. We
are pleased to have reaffirmed our initial loss estimate, and we
look forward to sharing the details of our analyses with S&P.
Finally, I believe that PMA Capital's financial condition
remains strong even after considering these exposures and that
our ratings should remain strong as well."

PMA Capital Corporation, headquartered in Philadelphia,
Pennsylvania, is an insurance holding company, whose operating
subsidiaries provide specialty risk management products and
services to customers throughout the United States.

The primary product lines of PMA Capital's subsidiaries include:
1) property and casualty reinsurance, underwritten and marketed
through PMA Re; 2) workers' compensation, integrated disability
and other commercial property and casualty lines of insurance in
the Mid-Atlantic and Southern regions of the United States,
underwritten and marketed under the trade name The PMA Insurance
Group; and 3) excess and surplus lines coverages, underwritten
and marketed by Caliber One.

For additional information about PMA Capital and its specialty
insurance businesses, please visit http://www.pmacapital.com


PAYLESS CASHWAYS: CEO Barron and All Directors Leave Posts
----------------------------------------------------------
Payless Cashways, Inc. (OTC: PCSH) has announced that all of the
company's Board of Directors have resigned.  Additionally,
Millard E. Barron, President & CEO, left the company effective
September 19, 2001.

These actions are a result of the company's current Chapter 11
liquidation after an attempt to reorganize the company's
business and to restructure its debts failed.


PICCADILLY CAFETERIAS: Falls Short of NYSE Listing Requirements
---------------------------------------------------------------
Piccadilly Cafeterias, Inc. (NYSE:PIC) announced that it is
submitting a plan to the New York Stock Exchange (NYSE) to
demonstrate the Company's belief that it will be in compliance
with the NYSE's listing requirements by February 8, 2003, and
thereby qualify for continued listing on the NYSE.

The submission is being made in response to the NYSE's recent
notice to the Company that it is not currently meeting one of
the listing standards and must be in compliance with such
standard within 18 months of the receipt of the notice or risk
suspension by the NYSE.

The continued listing requirement with which the Company is
currently not in compliance is the requirement that its total
market capitalization and its shareholders' equity each amount
to at least $50 million. The Company's total market
capitalization, based on the 10.5 million shares of its common
stock outstanding and the $1.35 per share closing price of the
Company's common stock on September 21, 2001, is approximately
$14.2 million.

The Company's shareholders' equity at June 30, 2001, which was
the last fiscal quarter for which financial statements are
available, was $43.3 million. The Company believes that the plan
being submitted to the New York Stock Exchange, when
implemented, is capable of achieving an increase in the
Company's shareholders' equity and market capitalization above
the required amounts by the end of the required 18-month period.

Piccadilly is a leader in family dining restaurants and operates
in 216 locations in the Southeastern and Mid-Atlantic states.
For more information, visit the company's website at
http://www.piccadilly.com


PILLOWTEX: Nov. 14 is New Deadline to Challenge Lenders' Liens
--------------------------------------------------------------
The Pre-Petition Secured Lenders and the Official Committee of
Unsecured Creditors of Pillowtex Corporation agree to extend the
deadline by which the Committee may challenge the validity,
extent and priority of the Lenders' liens until November 14,
2001 at 4:00 p.m. Eastern Time. (Pillowtex Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PLANET HOLLYWOOD: San Diego Restaurant Folds Up
-----------------------------------------------
San Diego's Planet Hollywood is the latest victim in the
bankrupt company's financial struggle, 10News reported.  Horton
Plaza management said that the restaurant closed last week. The
signs and windows are now covered up.

In its prime, the Planet Hollywood chain had about 80 locations
worldwide. The restaurant locations were known for their
celebrity memorabilia.  The company filed for chapter 11
bankruptcy protection last year and has since closed many of its
restaurants. (ABI World, September 21, 2001)


RAILWORKS CORP: S&P Drops Ratings to D After Chapter 11 Filing
--------------------------------------------------------------
Standard & Poor's lowered its ratings on RailWorks Corp. and
removed them from CreditWatch, where they were placed on Aug.
20, 2001.

At June 30, 2001, RailWorks had about $368 million in debt
outstanding.

The rating actions follow RailWork's announcement that the
company and its operating subsidiaries in the U.S. have
voluntarily filed for reorganization under Chapter 11 of the
U.S. Bankruptcy Code. The company has received a commitment for
an unrated $165 million debtor in possession bank facility for
working capital and bonding purposes.

During the past several quarters, the company suffered from
severe liquidity constraints, mainly as a result of poor working
management. At June 30, 2001, RailWorks had a negative net cash
position of $6.2 million, had been unable to fund all of its
account payables, and was not in compliance with its recently
(June 18) amended bank financial covenants as of June 30, 2001.

Furthermore, RailWorks' distressed financial position limited
its ability to secure adequate bonding capacity, reducing its
ability to obtain new projects, which has likely resulted in
deterioration in market share and business position.

              Ratings Lowered and Removed from Creditwatch

     RailWorks Corp.                        To         From
       Corporate credit rating              D          CCC-
       Senior secured debt rating           D          CCC-
       Subordinated debt rating             D          CC
     

RHYTHMS NETCONNECTIONS: Court Okays Assets Sale to WorldCom
-----------------------------------------------------------
WorldCom (Nasdaq: WCOM), the leading global business data and
Internet communications provider, announced that it has received
approval from the U.S. Bankruptcy Court to acquire key Rhythms
DSL assets.

This acquisition will enable WorldCom to continue delivery of
its leading business-class DSL services that WorldCom data and
Internet customers have come to rely on, while advancing
WorldCom's broadband service strategy.

Under the terms of the agreement, WorldCom will purchase a
portion of the Rhythms assets for $40 million, which includes up
to $32 million of debtor-in- possession (DIP) financing
sufficient to sustain Rhythms' network operations. As a result,
WorldCom will deliver uninterrupted service to existing Rhythms
customers served by the portion of the network that the Company
is acquiring.

The acquisition will enable WorldCom to continue to deliver DSL
access to a wide range of WorldCom services, including Internet,
VPN, frame relay and ATM, through approximately 700 central
offices in 31 major metropolitan areas where WorldCom already
has a solid DSL customer base, including:

Atlanta, GA; Austin, TX; Baltimore, MD; Boston, MA; Chicago, IL;
Cleveland, OH; Columbus, OH; Dallas, TX; Denver, CO; Detroit,
MI; Houston, TX; Indianapolis, IN; Los Angeles, CA; Miami, FL;
Milwaukee, WI; Minneapolis, MN; New York, NY; Northern New
Jersey; Oakland, CA; Orange County, CA; Philadelphia, PA;
Phoenix, AZ; Portland, OR; Raleigh, NC; Sacramento, CA; San
Antonio, TX; San Diego, CA; San Francisco, CA; San Jose; CA;
Seattle, WA; and Washington, D.C.

"The combination of Rhythms' DSL facilities and WorldCom's
nationwide data and IP network infrastructure creates some of
the industry's most compelling and robust business-class service
offerings for our customers," said Ron Beaumont, WorldCom chief
operating officer. "This acquisition inexpensively strengthens
WorldCom's position as the premier provider of end-to-end,
broadband data and Internet solutions for businesses around the
world."

The acquired Rhythms assets will bolster WorldCom's portfolio of
broadband solutions. WorldCom DSL services, provided on the
Rhythms network, will offer a cost-effective incentive for
companies to introduce new wide area network applications that
require high-speed access links at multiple business locations.

Rather than installing "fractional" dedicated connections,
customers will now be able to take advantage of WorldCom's DSL
footprint. WorldCom business-class DSL services uniquely enable
customers to access standalone or multiple data and Internet
services over a single, integrated DSL access line.

DSL is an important component of WorldCom's leading delivery of
data and Internet solutions for the digital generation. WorldCom
today offers a variety of options for customers to access
WorldCom's complete suite of data and Internet services,
including DSL, wholly-owned fiber-optic metropolitan area
network connections, MMDS fixed-wireless, dial-up and other
dedicated connections, tailored to meet customers' unique
budgetary, application and mobility requirements.

WorldCom, Inc. (Nasdaq: WCOM; MCIT) is a preeminent global
communications company for the digital generation, generation d,
operating in more than 65 countries with 2000 revenues of
approximately $35 billion. WorldCom provides the innovative
technologies and services that are the foundation for business
in the 21st century. For more information, go to
http://www.worldcom.com


ROWE COMPANIES: Fails to Comply with Nasdaq Listing Requirements
----------------------------------------------------------------
The Rowe Companies (NYSE: ROW), a leading furniture manufacturer
and retailer, announced that it has been advised by the New York
Stock Exchange that it has fallen below NYSE continued listing
standards requiring total market capitalization of not less than
$50 million and total stockholders' equity of not less than $50
million.

At the market close on September 21, 2001, The Rowe Companies
total market capitalization was approximately $26,145,317 and at
September 2, 2001, The Rowe Companies total stockholders' equity
was $45,973,000.

The Rowe Companies intends to submit a plan to the NYSE
demonstrating how it plans to comply with the NYSE continued
listing standards within the 18-month period required by the
NYSE. If the NYSE accepts The Rowe Companies plan, Rowe will be
subject to quarterly monitoring by the NYSE for compliance with
the plan. If the NYSE does not accept the plan, Rowe will be
subject to NYSE trading suspension and delisting.

If the Company's shares cease to be listed on the NYSE, the
Company is confident that an alternative trading venue will be
available.

The Rowe Companies is comprised of Rowe Furniture, Inc., a major
manufacturer of quality upholstered furniture; The Mitchell Gold
Co., an upholstered furniture manufacturer serving some of the
nation's leading specialty retailers; Storehouse, Inc., a 43-
store retail furniture chain; and Home Elements, Inc., a 20-
store specialty retail furniture group.

                            *   *   *

The Company is in default of certain financial performance
covenants under financing agreements with its lenders. As a
consequence, the long-term indebtedness of the Company to its
lenders in the amount of $48,981,000 has been reclassified from
long-term debt to debt due within one (1) year and the Company
does not have the ability to draw down $8 million of previously
available financing.

The Company is negotiating with its lenders and other parties
relating to additional debt funding for the Company's needs.
However, there can be no assurance that the Company will
negotiate acceptable terms for such financing, that other
sources of financing will be available on acceptable terms, or
that the Company will be able to continue to meet the financial
or other covenants, or obtain waivers of default if necessary,
under the terms of either existing, revised or new loan
agreements.


SAFETY-KLEEN: Moves to Enter Into Telecomms Agreement with AT&T
---------------------------------------------------------------
Appearing through Mark A. Fink and Gregg M. Galardi of the
Wilmington office of Skadden Arps Slate Meagher & Flom LLP,
acting as local counsel, and David S. Kurtz and J. Gregory St.
Clair of the Chicago office of Skadden Arps as lead counsel,
Safety-Kleen Corporation and its subsidiary and affiliate
Debtors, ask Judge Pete Walsh for an order authorizing Safety-
Kleen Services, Inc. to (i) enter into and perform under a
Telecommunications Services Agreement and certain related
ancillary agreements, with AT&T Corporation and various of its
affiliates by which AT&T will provide voice and data
telecommunications services to the Debtors and (ii) pay a fee to
Communication Advisors, Inc. in connection with its assistance
in obtaining voice and data telecommunications services for the
Debtors at significantly reduced costs.

As part of their overall plan to restructure their operations,
the Debtors tell Judge Walsh that they have focused on, among
other things, identifying those third-party services that can be
more cost-effectively outsourced. Toward this end, the Debtors
analyzed their voice and data telecommunications services needs,
including, among other things, long distance service, dedicated
data circuits, and dial-up internet access, and determined that
their current spending for such services could be significantly
reduced.  Currently, the Debtors receive their V&D Services from
two service providers, one of which is AT&T.

The Debtors also determined that in order to realize the most
favorable fees, terms and conditions for new voice and data
telecommunications services, they needed to engage a
communications professional, such as CAI (which specializes in
telecommunications design, contracts, and services).

The Debtors selected CAI over other industry vendors based on,
in part, CAI's depth of knowledge in all telecommunications
services, recommendations received from prior customers, and its
lower than industry-average fee structure.

The Debtors and CAI jointly solicited proposals for new V&D
Services by issuing a Request for Proposal. Among the three
responding parties who submitted bids, AT&T responded to the
RFP, submitting a proposal to provide the V&D Services required
by the Debtors. After examination of competitive proposals
submitted by AT&T and another nationally-known providers of
similar telecommunications services, the Debtors have
selected AT&T to provide the Debtors with the V&D Services
contemplated by, and described in, the Services Agreement.

The cost of the three-year Services Agreement is approximately
$9,000,000, which results in an estimated three-year savings to
the Debtors of approximately $4,000,000 over their existing
agreements for V&D Services.

                    The Services Agreement

Due to what the Debtors describe as the confidential nature of
the commercial information contained in the agreements described
in the Motion, the Telecommunications Services Agreement and
related agreements have not been included in the public record.
The most significant terms and conditions of the Services
Agreement are:

       (a) Services. Under the terms of the Services Agreement,
           AT&T will provide, among other things, the long
           distance service, dedicated data circuits, inbound
           800 service, and dial-up internet access, as such
           services, functions and responsibilities may evolve,
           be supplemented, or be enhanced, all in accordance
           with the Services Agreement.

       (b) Term. The Services Agreement provides for a term of
           three years from the date of execution, which the
           parties intend to occur immediately upon this Court's
           approval of Services' entry into the Services
           Agreement, as well as the terms and conditions of the
           Agreement.

       (c) Pricing.

             (i) Payment Terms.  AT&T's fees under the Services
                 Agreement will be established according to
                 schedules contained in the Attachments and will
                 be payable within 30 days after the date of
                 invoice. The Debtors have agreed to pre-pay a
                 onetime charge of $33,000 for the V&D Services,
                 which will be applied to the Debtors' first
                 bill and will not be considered a security
                 payment or deposit.

            (ii) Minimum Annual Revenue Commitment.  The
                 Debtors will agree to satisfy a minimum annual
                 revenue commitment of $2,000,000 prior to
                 receiving the discounts provided for in the
                 Services Agreement. If the Debtors do not reach
                 the MARC, then a shortfall charge may be
                 assessed, based upon the difference between the
                 MARC and the actual revenue provided to AT&T.
                 AT&T has agreed to negotiate adjustments to the
                 MARC, however, in the event that the Debtors  
                 experience, among other things, a business
                 downturn beyond their control, or certain types
                 of restructurings, reorganizations, or
                 divestitures.

       (d) Assignment. Either party may assign the Services
           Agreement to an affiliate or successor without the
           consent of the other; however, any other assignment
           may not be made without the other party's consent.

       (e) Termination. Either party may terminate any
           Attachment upon thirty days' prior written notice of
           the other party's breach of the Services Agreement.
           In addition, the Debtors will have the right to
           terminate the Voice and Data Services Attachment
           without incurring a termination charge if:

             (i) AT&T fails to remedy a material breach of the
                 V&D Attachment following thirty days' written
                 notice thereof, or

            (ii) the Debtors are current in their payments to
                 AT&T and replace the V&D Attachment with other
                 telecommunications services provided by AT&T
                 having an equal or greater MARC and a term
                 equal to or greater than the remaining term of
                 the V&D Attachment.  The Debtors would still be
                 obligated to pay shortfall charges, if any,
                 incurred prior to the effective date of
                 termination.

If the Debtors terminate the V&D Attachment for any reason other
than those specified in (i) and (ii) above, the Debtors would
remain obligated to pay a termination charge equal to 35% of any
future MARC remaining under the Services Agreement.

                  CAI's Assistance to the Debtors

The Debtors engaged CAI in order to realize the most favorable
fees, terms and conditions for new telecommunications services.
Initially, CAI assisted the Debtors by:

       (a) analyzing the Debtors' historical usage and costs for
           V&D Services; and

       (b) formulating and assessing proposed solutions and
           alternatives for the Debtors' future V&D Services.

CAI and the Debtors then solicited bids from potential providers
of V&D Services by issuing an RFP to four telecommunications
providers. CAI then assisted the Debtors to analyze each
proposal, identify the lowest bidder, and negotiate the final
terms of the Services Agreement. In the future, CAI will audit
AT&T's bills to the Debtors for twelve months to confirm that
the Debtors actually are enjoying their anticipated savings.

One of the reasons that the Debtors engaged CAI rather than
another similar vendor was CAI's lower-than-average fee
structure. Specifically, the industry standard for the services
CAI provides is 50% of a company's net savings during the first
12 months of the new services agreement. CAI's fees, however,
are only 40% of the Debtors' net savings during the first twelve
months of the Services Agreement, making CAI significantly less
costly than other, similar service providers.

                 The Debtor's Business Justification

The Debtors believe that Services' entry into and performance
under the Services Agreement is a transaction in the ordinary
course of business that does not require prior Court approval.
Nevertheless, out of an abundance of caution and because the
nature and extent of the V&D Services to be performed by AT&T
are clearly of tremendous importance to the Debtors, their
creditors, and other parties-in-interest in these chapter 11
cases, the Debtors determined it appropriate to file and provide
notice of this Motion.

Here, the "sound business justification" test is satisfied. The
Debtors determined that their costs for V&D Services could be
substantially reduced by selecting a new provider through a
competitive bidding process. After performing an analysis of
usage and costs with the assistance of CAI, the Debtors selected
AT&T, a known and respected provider of telecommunications
services, to provide the V&D Services.

However, the Debtors only made their selection after having
examined at least three proposals submitted as part of the
bidding process.

In sum, the Debtors have determined, in the exercise of their
business judgment, that Services' entry into and performance
under the Services Agreement is both necessary and beneficial to
the Debtors, their estates, their creditors and other parties-
in-interest in these cases. Accordingly, the Debtors request
that the Court authorize Services' entry into and performance
under the Services Agreement with AT&T.

       Sound Business Judgment Supports Payment to CAI

The Debtors submit that, in light of the importance of obtaining
reduced costs for its V&D Services, there is sound business
justification for the payment of a fee to CAI. It is normal and
customary for a company such as CAI to charge a fee for its
services on a gain sharing basis. Here, CAI charges a fee of 40%
of the Debtors' net savings for the first twelve months
following the implementation of the Services Agreement -- a fee
that is 10% less than the industry standard.

The Debtors believe that the payment of the fee to CAI is
reasonable and warranted under the circumstances, particularly
in light of the efforts of CAI to facilitate a savings to the
Debtors of approximately $4 million through the implementation
of the Services Agreement. (Safety-Kleen Bankruptcy News, Issue
No. 20; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


SIMON WORLDWIDE: Unit Sheds 94 Jobs Under Cost-Reduction Efforts
----------------------------------------------------------------
Simon Marketing, Inc., a wholly-owned subsidiary of Simon
Worldwide, Inc. (NASDAQ:SWWI), announced that it has eliminated
94 jobs in an effort to reduce operating costs in the wake of
the recent loss of several significant clients.

The Company noted that the downsizing impacted employees at all
of Simon Marketing's U.S. offices. Simon made clear that it
remained open for business.

"Moving forward, we are reviewing all of our options and will
continue to make decisions that are in the company's best
interest," said Allan I. Brown, Chief Executive Officer of Simon
Worldwide. "The downsizing of Simon Marketing's operations will
enable us to significantly reduce overhead without diminishing
our core competencies or compromising our ability to service
existing clients," he added.

The downsizing brings the number of Simon Marketing U.S.
employees from 236 to 142.

Simon Worldwide is a diversified marketing and promotion agency
with offices throughout North America, Europe, and Asia. The
company has worked with some of the largest and best-known
brands in the world and has been involved with some of the most
successful consumer promotional campaigns in history.

Through its wholly owned subsidiary, Simon Marketing, Inc., the
company provides promotional agency services and integrated
marketing solutions including loyalty marketing, strategic and
calendar planning, game design and execution, premium
development and production management. The company was founded
in 1976.


SITEL CORP: Feeble Financials Force Moody's to Junk Sub Notes
-------------------------------------------------------------
Moody's Investors Service lowered the ratings of Sitel
Corporation. The outlook is negative while there is
approximately $100 million of debt securities affected.

    * $100 million 9.25% senior subordinated notes, due 2006 to
      Caa2 from B3

    * Senior unsecured issuer rating to Caa1 from B2

    * Senior implied rating to B3 from B1

In Moody's opinion, Sitel's business fundamentals are weak and
the cyclicality of its customer base is significant. The rating
agency believes that operations are further vulnerable to
decline given the current macro-economic uncertainties in the
United States. Moody's said that the liquidity is poor given the
likely absence of cushion under recently revised bank covenants
(August 2001).

According to Moody's the downgrades reflect Sitel's weakened
operating and financial profile given the reduction in revenue
and depressed margins. The ratings actions include the
approximately $24 million of asset impairment and restructuring
charges Sitel underwent in the second quarter 2001, Moody's
reported.

The rating agency said that the negative ratings outlook
reflects the company's limited financial flexibility and the
severity of its operating difficulties. Stability in the ratings  
outlook would likely result from sustained improvements in
operating margins, free cash flow, and coverage of interest
expense.

Sitel Corporation provides contact centers supporting Customer
Relations Management (CRM) solutions for clients in North
America, Europe, Asia Pacific and Latin America. The company
headquarters is in Baltimore, Maryland.


SULZER MEDICA: Close to Bankruptcy, Says Mass Tort Lawyer
---------------------------------------------------------
This statement was issued by Mike Papantonio of Levin Papantonio
regarding the Sulzer hip replacement litigation case:

     Plaintiff's attorneys nationwide should be outraged at what
has transpired so far in the Sulzer hip replacement litigation
case, attorney Mike Papantonio of Levin Papantonio in Pensacola,
FL, said today.

     Speaking as chair of the Sulzer Hip Implant Litigation
Conference held in Philadelphia, Papantonio urged the lawyers
attending the conference to fight harder on behalf of their
clients and oppose the preliminary Sulzer class action
settlement.

     "I have never seen a more disastrous beginning to a mass
tort case in my career," he said.

     Sulzer Medica was the manufacturer of defective hip
implants that were surgically implanted in 17,500 patients
nationwide. Lubricant present on the implant caused some of the
implants to loosen, requiring additional hip replacement
surgeries for many of the patients.

     On August 29, Judge Kathleen O'Malley of the U.S. District
Court for the Northern District of Ohio in Cincinnati handed
down a preliminary ruling that binds the class to a maximum
settlement of $57,500 each and severely limits the ability of
victims to pursue timely remediation on their own. Of the
$57,500 figure, $20,000 of that amount is to be paid in Sulzer
Medica stock.

     This ruling was issued even though the overwhelming
majority of state court plaintiffs objected to it, Papantonio
said.

     He also said there were numerous items that should cause
plaintiff's attorneys grave concern:

     --    Plaintiff's counsel, a hand-picked steering
           committee, lacks any solid legal representation

     --    No discovery concerning the relationship between
           Sulzer's parent company, Sulzer AG, and Sulzer
           Medica, was taken prior to the judge's ruling

     --    At least one key member of the steering committee has
           a very close  business relationship with Sulzer's
           defense counsel, violating the "arm's length" rule of
           judicial propriety

     --    The court indefinitely enjoined all federal and state
           court litigation despite the provisions of the
           federal Anti-Injunction Act and All Writs Act

     --    Plaintiffs who choose to "opt out" of the settlement
           must wait at least six years before they can collect      
           any damages on their own.

     "Many of these patients are elderly and may not live to see
justice in the  courtroom," Papantonio said.

     He predicted that Judge O'Malley's ruling would be
overturned and that outrage in the legal community would
ultimately spur Sulzer to offer a more equitable settlement
package.

     Also speaking at the conference was Richard ("Dickie")
Scruggs, of Scruggs Legal, PA, counsel for Sulzer.  He
maintained that the company was close to bankruptcy and could
not afford to offer the victims more money, a claim Papantonio
rejected.

     "Money is certainly playing a role in this case, but,
unfortunately, it's a case of some greedy lawyers putting their
own financial interests ahead of their clients'.

     "Some money is just too expensive and comes at too large a
price."


USG CORPORATION: Taps Morgan Lewis as Property Damage Counsel
-------------------------------------------------------------
USG Corporation asks Judge Newsome's permission to employ Morgan
Lewis & Bockius LLP as special asbestos property damage
litigation counsel, pursuant to Section 327(e) of the Bankruptcy
Code. The Debtors wish to employ Morgan Lewis to represent them
in all aspects of pending and future asbestos property damage
litigation, inside and outside of the Debtors' bankruptcy
proceedings.

Daniel J. DeFranceschi, Esq., of Richards, Layton and Finger,
explains Morgan Lewis is familiar with the Debtors' businesses
and management as Morgan Lewis has represented the Debtors' or
various of the Debtors' businesses in litigation, planning,
strategy and other matters since 1968. Mr. DeFranceschi relates
that Morgan Lewis has represented the Debtors in all asbestos
related property damage litigation.

Also, for the last ten years Morgan Lewis has served as the
national punitive counsel in USG's asbestos related personal
injury litigation. Mr. DeFranceschi offers that through these
prepetition activities, Morgan Lewis has been given ample
opportunity to become acquainted with the business structure,
finances, and business and operational difficulties, amongst
others, particularly as they relate to the asbestos claims
matters for which Morgan Lewis is to be employed.

Consequently the Debtors believe Morgan Lewis has obtained
sufficient experience regarding the Debtors that will enable it
to provide appropriate efficient and effective service to the
Debtors and Debtors' companies.

>From 1986 to the Petition date, Morgan Lewis served as USG's
national coordinating counsel and national trial counsel in its
asbestos property litigation. Mr. DeFranceschi states Morgan
Lewis had represented the Debtors in over 300 major asbestos
property damage litigation brought around the country.

Morgan Lewis was lead trial counsel in over 24 asbestos property
damage cases and was counsel in the settlement of hundreds of
other cases including several state and national class actions
involving hundreds of buildings in 25 jurisdictions.

Mr. DeFraceschi states Morgan Lewis has unique knowledge and
experience in the issues of property damage litigation,
including scientific information regarding constituent analysis
for product identification, air sampling and the regulations
governing the handling of asbestos containing in-place building
products. Morgan Lewis also understands the abatement process of
asbestos containing building products.

Morgan Lewis is one of the top 10 firms in the country, made up
of approximately 1,100 attorneys in thirteen offices worldwide,
who cover a wide variety of litigation, business, environmental
and other types of complex litigation. Mr. DeFranceschi asserts
Morgan Lewis is competent and qualified to perform the special
representation for which it is to be employed.

Morgan Lewis has been asked to provide services including, but
not limited to:

      -- Counseling, providing strategic advice to, and
representing the Debtors in any and all matters in or outside of
these bankruptcy proceedings arising from or related to Asbestos
Property Damage Claims, including but not limited to:

           (i) counseling and representing the Debtors and/or
coordinating the representatives of the Debtors in connection
with all aspects of Asbestos Property Damage Claims related
litigation, including commencing, conducting and/or defending
such litigation wherever located;

           (ii) counseling and representing the Debtors and
assisting the Debtors and assisting general reorganization
counsel in connection with the formulation, negotiation and
promulgation of a plan of reorganization or related documents as
these matters relate to the Asbestos Property Damage Claims; and

           (iii) counseling and representing the Debtors and
assisting general reorganization counsel in connection with
reviewing, estimating and resolving the Asbestos Property Damage
Claims;

      -- performing certain tasks required of professionals
under the Bankruptcy Code and Bankruptcy Rules, applicable Local
Rules and United States Trustee (UST) guidelines, including the
finalization of this employment application and related
documents and activities and the preparation of fee applications
related documents and activities; and

      -- performing all other necessary or appropriate legal
services in connection with Morgan Lewis' special representation
of the Debtors.

Mr. DeFranceschi assures Judge Newsome that although the Debtors
have filed applications to employ Jones, Day Reavis & Pogue and
Richards Layton & Finger, P.A. as general bankruptcy counsel, as
well as Shea & Gardner and Cooley Godward, LLP as special
asbestos personal injury counsel, their well-defined roles of
service to the Debtors will ensure the group will work
cohesively to ensure that legal services provided to the Debtors
will not be duplicated.

James D. Pagliaro, Esq., Morgan Lewis partner located at the
Philadelphia, Pennsylvania branch, explains that prior to the
Petition date the Debtors paid the firm a $350,000.00 retainer
for services rendered, to be rendered or for reimbursement of
expenses.

In the year prior to the Petition date, the Debtors made
payments to Morgan Lewis totaling $5,837,634.99 on account of
fees and expenses incurred by Morgan Lewis on matters related
to the Debtors. The origin of those Prepetition payments, Mr.
Pagliaro relates he was told, was the Debtors' operating cash.

Mr. Pagliaro indicates that Morgan Lewis will charge the Debtors
according to its ordinary and customary hourly rates:

      Attorney             Position    Office            Rate
      --------             --------    ------            ----
      James D. Pagliaro    Partner     Philadelphia     $400/hr
      Brady L. Green       Partner     Philadelphia     $330/hr
      Dennis J. Valenza    Of Counsel  Philadelphia     $290/hr
      Thomas M. Cusack     Associate   Philadelphia     $185/hr

Mr. Pagliaro tells the Court that, to the best of his knowledge,
every effort has been made to discover conflicts of interest
that could affect Morgan Lewis' representation of the Debtor.

However, he continues, as his firm is extremely large and
employs so many people it is possible something may have been
overlooked.  He assures Judge Newsome that disclosures will be
filed if anything untoward surfaces. Accordingly, he believes
that Morgan Lewis is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code. (USG Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


U.S. OFFICE: Asks Court to Extend Exclusive Periods to Oct. 4
-------------------------------------------------------------
U.S. Office Products Company asks the U.S. Bankruptcy Court for
the District of Delaware to extend its exclusive period for
filing a Chapter 11 plan to October 4, 2001, and its exclusive
period for soliciting acceptances of that plan to December 3,
2001.  The company cites the size and complexity of its cases as
cause for an extension of the exclusive periods.  

U.S. Office Products, one of the world's leading suppliers of
office products and business services to corporate customers,
filed for chapter 11 protection on March 5, 2001 in the US
Bankruptcy Court for the District of Delaware.  

The company is represented in its restructuring efforts by
Brendan Linehan Shannon, Esq., at Young Conaway Stargatt &
Taylor, LLP.


W.R. GRACE: Engages Rust Consulting as Claims Handling Agent
------------------------------------------------------------
David W. Carickhoff, Jr. and Laura Davis Jones of the Wilmington
firm of Pachulski, Stang, Ziehl, Young & Jones PC as local
counsel, together with James H.M. Sprayregen, James W. Kapp III,
Samuel A. Schwartz and Roger J. Higgins of the Chicago firm of
Kirkland & Ellis, as lead counsel, ask Judge Farnan to approve
W. R. Grace & Co.'s application for the entry of an order
approving and authorizing the retention of Rust Consulting, Inc.
as the official claims handling agent for these estates, charged
with the recordation and maintenance of proofs of claim.

In the interest of judicial economy and the efficient
administration of the Debtors' estates, the Debtors request that
the Court appoint a claims handling agent to process the
anticipated large volume of proofs of claim which will be filed
in these Chapter 11 Cases.

In connection with the claims administration process set forth
in the Bar Date Motion, the Claims Handling Agent will be
responsible for processing substantially more information than
simply recording the claimant's name and asserted claim amount.
Rust has the necessary experience to properly coordinate and
supervise the processing of a large volume of proofs of claim in
these Chapter 11 Cases and ease the related burden such a high
number of claims would place on the Clerk of the Court.

The Debtors submit that the appointment of Rust as the Claims
Handling Agent (i) will help assure the orderly administration
of the Debtors' estates and (ii) is consistent with the
practices employed in other complex cases.

                Claims Administration Procedure

The proposed activities of the Claims Handling Agent as an agent
of the Court will include, but are not limited to, the
following:

      (a) Receipt of proof of claim forms mailed directly to the
          Claims Handling Agent's controlled post office box;

      (b) Periodic collection of proof of claim forms filed with
          this Court;

      (c) Date stamp each proof of claim form with date received
          by the Claims Handling Agent;

      (d) Assign a unique claim number to each proof of claim
          form received for tracking purposes;

      (e) Storage of all original filed proofs of claim; and

      (f) Generate a claims register containing a numeric
          listing of filed proof of claim forms including
          claimant name, address, dollar amount and claims
          status information.

The proposed activities of the Claims Handling Agent as an agent
of the Debtors will include, but are not limited to, the
following:

       (a) Providing direct notice and mailing proof of claim
           packets to all known claimants and entities;

       (b) Responsibility for providing proof of claim packets
           to all known claimant requests for information
           received through the Debtors' 800 number telephone
           information services;

       (c) Analysis and capture of data included in the proof of
           claim form through computer scanning and imputing
           methods;

       (d) Transfer data and images to all parties-in-interest;

       (e) Data storage; and

       (f) Other such activities that may arise during the
           approval and implementation of the bar date
           notification procedure.

Rust shall undertake any other actions and procedures that may
be reasonably required in connection with the administration and
organization of proofs of claim in the Chapter 11 cases.

In its capacity as Claims Handling Agent, Rust shall be an agent
of the Clerk of the Court to provide the services indicated
herein. It is recognized that Rust is not employed by the United
States of America and shall not seek any compensation from the
United States.

It is also recognized that Rust is appointed in these Chapter 11
Cases for the purpose of acting as the Claims Handling Agent and
is not an official representative of the United States and is
not acting on behalf of the United States.  The United States
will not be liable for any omission or action of Rust. Rust
shall not misrepresent this fact to the public.

The Debtors' contact at Rust is Mr. Jeffrey D. Dahl, Senior Vice
President, who has provided Judge Farnan with an affidavit in
which he avers that Rusk neither holds nor represents any
interests adverse to the Debtors or these estates in these
matters, and is disinterested.

Rust and Grace agree that, to the maximum extent possible, the
attorney/client and work product privileges will apply together
with any other privileges extended by common law, statute or the
Rules of Civil Procedure, including FRCP Rule 26(b)(4).

The cost of Rust's services will be adjusted up or down, based
upon the number of claims actually received by the Debtors.
Furthermore, the Debtors request authorization to compensate
Rust for services rendered, without further Order of this Court,
upon the submission of monthly invoices by Rust to the Debtors
summarizing, in reasonable detail, the services for which
compensation is sought.  

Mr. Dahl assures Judge Farnan that the compensation sought by
Rust is consistent with and typical of arrangements between Rust
and other clients for similar services.

                       Rust's Compensation

Project Management:
    Principal                                              $250
    Senior Project Managers                                $150
    Project Managers                                       $125
    Technical Consultant                                   $150

Fixed Fees:
    Initial Setup                                       $25,000
    Forms Layout and Design (per form type)             $ 5,000
    Reports and Affidavit                               $ 5,000

Document Receipt:
    Receive, open, date, number and pre-batch POCs         $0.50
    Batch for processing                                   $0.10

Claim Form Processing
     Data capture - conforming claims:
           Image Claim Form per page                       $0.12
           Image other documentation per page              $0.12
           OCR/keyboard data entry (10 fields)             $1.04
           (keyed & verified at 99.5% accuracy) per claim
           QC review, exception processing (per claim)     $0.50

Data capture - non-conforming claims:
     Image claim form (per page)                           $0.12
     Image other documentation (per page)                  $0.12
     Keyboard data entry (250 characters, keyed & verified)$1.75
      (per claim)
     Code claims (based on 3 subjective evaluations per    $0.50
      Claim form)

Other:
     Update claims database (per claim)                    $0.10
     Problem resolution (per claim)                        $0.25
     Transfer & update data w/Clerk of Court (per claim)   $0.10
     Output data to other entities (per claim/entity)      $0.10

Claim Form Receipt Acknowledgements:
    Claim Receipt Acknowledgements mailed (per claim)      $0.30
    Update database for mailed date (per claim)            $0.05

Telephone Assumptions:
     IVR - Notice Request:
           Setup                                          $2,500
           Average cost per minute of phone coverage       $0.11
     Interactive voice service:
           Monthly fee                                    $2,500
           Cost per call                                   $0.40
           Cost per transcription                          $0.60

Live:
     Setup                                                $1,000
     Average cost per minute of phone coverage (domestic)  $0.11
     Cost per hour                                         $  37

Attorney:
     Setup                                                $1,000
     Average cost per minute of phone coverage (domestic)  $0.11
     Cost per hour                                         $ 100

Other fees: (Estimated)
Included
     Archive documents                                   $12,500
     Other out-of-pocket costs                           $25,000

Other charges:
     Post office box rental (6 months)                      $375
     Photocopies (per copy)                                $0.15
     Litigation labels (1-2 line)                       $15.00/M
                       (2-4 line)                       $20.00/M
     Barcode labels                                     $25.00/M

Out-of-pocket expenses
          Cost
            Insurance Coverage; Limitation of Liability,
            Representations; Disclaimer of Warranty

Rust agrees to maintain Fidelity coverage in the face value of
$5 million per occurrence. Rust agrees to maintain, and on
request, provide evidence of workers compensation, employers
liability, auto liability, general liability, errors and
omissions insurance in a face value of not less than $5 million
per occurrence (with no lower per person limits or policy limits
on the amount of claim of any type that may be payable during
any year or during the policy term).  

In the event of any material errors or omissions by Rust, its
employees or agents in connection with the Claims Services or
other services rendered to Grace under this agreement, Grace's
sole and exclusive remedy, and Rust's sole and exclusive
liability, is that Rusk shall redo the work affected by
the error or omission to Grace's reasonable satisfaction,
without charge to Grace (provided that the limitation of remedy
provided in this Section shall not apply if or to the extent
that Rust fails to provide satisfactory and timely rework.

Rust shall not be liable, whether under theories of contract,
negligence or other tort, statutory duty or other theories of
liability:

       (a) in an amount exceeding the total charges payable by
Grace under this Agreement plus the amount of all insurance
available to Rust applicable to such error or omission; or

       (b) for any incidental, special, indirect, consequential
or exemplary damages of any kind, including any lost profits,
lost opportunities or business interruption.

Anything to the contrary notwithstanding, Rust shall be liable
for its negligence or willful misconduct and for the negligence
or willful misconduct of its employees, agents, or contractors
in connection Claims Services provided or to be provided under
this Agreement. (W.R. Grace Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WARNACO GROUP: Proposes $28.5MM Key Employee Incentive Program
--------------------------------------------------------------
The Warnaco Group, Inc. seek authority to implement a Retention
Plan for their 233 key domestic senior managers, managers,
directors and supervisors.  The potential cost of the Retention
Plan is expected to be $28,500,000 in Stay Bonuses and Severance
Protection, along with certain Transaction Bonuses.

Antonio C. Alvarez, Warnaco Chief Restructuring Officer,
explains that:

(1) The Stay Bonuses are designed to induce the Covered
    Employees to remain in the Debtors' employ through the
    pendency of these Chapter 11 Cases, or for so long as the
    Debtors require their services.

(2) The Severance Protection is designed to assure the Covered
    Employees that if their jobs are eliminated, they will
    receive salary continuation pay in consideration for
    deferring their job searches and dedicating their efforts
    and attention to the Debtors.

(3) The Transaction Bonuses are designed to incentivize the
    Covered Employees to maximize values for the benefit of the
    Debtors' estates in the event of a sale of part or all of
    the Debtors' businesses.

The Debtors believe that the implementation of the Retention
Plan will assist them in accomplishing a successful
reorganization and maximizing recoveries to their
constituencies.

According to Mr. Alvarez, the Covered Employees include key
managers, supervisors and directors of the Debtors' separate
domestic business divisions, including:

    (a) A.B.S. by Allen Schwartz,
    (b) Authentic Fitness Corporation,
    (c) Calvin Klein Underwear and Intimate Apparel,
    (d) Chaps by Ralph Lauren,
    (e) GJM Sleepwear,
    (f) Intimate Apparel,
    (g) Calvin Klein Jeanswear,
    (h) Retail,
    (g) White Stag,

as well as the Company's key corporate management.  Mr. Alvarez
says the Covered Employees also include key personnel who have
long-term relationships with important customers and suppliers,
as well as significant experience in operating all aspects of
their respective divisions of the Debtors' businesses.

Mr. Alvarez tells Judge Bohanon that they cannot afford to lose
their key employees, especially at this critical time in the
chapter 11 process.  Thus, the Debtors' senior management
developed the Retention Plan, which has been approved by
Warnaco's Board of Directors.

Mr. Alvarez informs the Court the Retention Plan covers
approximately 233 key domestic employees, including:

        18 corporate and divisional senior managers,
        49 divisional managers, and
       166 divisional supervisors and directors.

According to Kelley A. Cornish, Esq., at Sidley Austin Brown &
Wood, in New York, New York, the Retention Plan does not cover
Linda J. Wachner, the Chairman of the Board, Chief Executive
Officer and President, or Antonio C. Alvarez, Chief
Restructuring Officer.  Ms. Cornish explains that Ms. Wachner
and Mr. Alvarez's proposed employment agreements will be
addressed in separate motions.

Prior to the Petition Date, Ms. Cornish notes that some Covered
Employees entered into employment agreements, severance
agreements or other employment-related contractual arrangements
with the Debtors.  If these Covered Employees choose to
participate in the Retention Plan, Ms. Cornish explains, they
must agree in writing to forego and release any rights or claims
they may have under the PrePetition Employment Agreements.  If
not, then they will not be permitted to participate in the
Retention Plan.

(A) Severance Protection:

     Position                         Severance Period
     --------                         ----------------
     1) Senior Managers (18)

        Corporate (2)                    6 Months
        Divisional (16)                  6 Months

     2) Managers (49)                    4 Months

     3) Supervisors/Directors (166)      3 Months

    According to Ms. Cornish, the total potential cost to the
    Debtors of the Severance Protection under the Retention Plan
    is approximately $10,700,000.  Ms. Cornish informs Judge
    Bohanon that severance will be paid in the form of salary
    continuation payments twice monthly over the severance
    period.  If a business unit of the Debtors is sold, Ms.
    Cornish says, severance will be paid only if the buyer does
    not offer the Covered Employee employment with a
    substantially equivalent position and compensation.

(B) Stay Bonuses:

     Position                        of Base Salary
     --------                        --------------
     1) Senior Managers (18)

        Corporate (2)                125% of Base Salary
        Divisional (16)              100% of Base Salary

     2) Managers (49)                 55% of Base Salary

     3) Supervisors/Directors (166)   35% of Base Salary

   Ms. Cornish emphasizes that the Debtors will have no
   obligation to continue to employ any Covered Employee for any
   particular period of time.  For each Covered Employee, Ms.
   Cornish says, the Stay Bonus amount will be paid in full no
   later than the date of substantial consummation of a plan of
   reorganization in these Chapter 11 Cases.  According to Ms.
   Cornish, one-third of the Stay Bonus is to be paid on each of
   December 10, 2001 and June 10, 2002 if those dates precede
   the Plan of Reorganization Date, with the balance to be paid
   on the Plan of Reorganization Date, provided that with
   respect to each one-third payment separately, the Covered
   Employee remains in the Debtors' employ as of each of the
   respective payment dates.

   Ms. Cornish clarifies that the Stay Bonus payments are not
   subject to proration if a Covered Employee continues to work
   for the Debtors following a Stay Bonus payment date but is no
   longer employed as of the date of the next Stay Bonus
   payment.

   Moreover, if a Covered Employee is no longer employed as of
   any Stay Bonus payment date by reason of a voluntary or an
   involuntary termination, Ms. Cornish says, that Covered
   Employee will not be entitled to that Stay Bonus payment.
   However, if a business unit of the Debtors is sold, Ms.
   Cornish says, the Covered Employees of that division will be
   paid the unpaid balance of the total Stay Bonus upon
   consummation of the sale.

   According to Ms. Cornish, the total potential cost to the
   Debtors of the Stay Bonuses under the Retention Plan is
   approximately $17,800,000:

     (1) $6,100,000 of which is attributable to Senior Managers,

     (2) $5,700,000 of which is attributable to Managers, and

     (3) $6,000,000 of which is attributable to Supervisors and
         Directors.

(C) Transaction Bonus

    In addition to Severance Protection and Stay Bonuses, Ms.
    Cornish relates, the Senior Managers and Managers (but not
    the Supervisors and Directors) included in the Retention  
    Plan will be eligible to earn a transaction bonus in the
    event of a sale of a division of the Debtors, or a sale of
    the entire company.

    Ms. Cornish explains that a Transaction Bonus pool will be
    established for each division of the Debtors equal to
    amounts ranging from 1.5% to 3% of the amount by which net
    consideration received for such division exceeds certain
    baseline amounts to be determined for such division
    following the completion of the ongoing business plan
    reviews that currently are being conducted by senior
    management.

    According to Ms. Cornish, a baseline amount for each
    division, as well as the applicable Transaction Bonus
    percentage, will be developed by the Debtors and then
    presented to the Debtors' pre-petition secured lenders and
    the Official Committee of Unsecured Creditors for their
    approval.  If no objections to the proposed baseline amounts
    and Transaction Bonus percentages are received within three
    days, Ms. Cornish says, the amounts and percentages will be
    deemed approved.  But if an objection is received within the
    three day period that is not resolved, Ms. Cornish notes,
    the Debtors will seek approval of the proposed baseline
    amounts and Transaction Bonus percentages from the
    Bankruptcy Court.

    Subject to the approval of the Debtors' Chief Restructuring
    Officer, Chief Executive Officer and Warnaco's Board of
    Directors, Ms. Cornish explains, each division president
    will allocate the Transaction Bonus pool for that division
    among the eligible managers, with no more than 50% of any
    divisional Transaction Bonus pool to be allocated to the
    division president.  Certain minimum Transaction Bonuses
    will be established in advance with respect to individual
    managers, Ms. Cornish adds.

    If the Debtors' entire business is sold (whether or not
    divisions of the Debtors were previously sold), Ms. Cornish
    says, a Transaction Bonus pool will be created equal to 1.5%
    of the amount by which the aggregate recoveries by
    Constituencies from the Constituency Payment Pool exceeds
    $1,000,000,000, with a minimum bonus pool of $6,000,000,
    less, in each case, Transaction Bonus amounts paid with
    respect to prior sales of divisions (including divisions of
    foreign non-debtor affiliates of the Debtors).

    According to Ms. Cornish, recipients of this Transaction
    Bonus will be determined by the Debtors' Chief Restructuring
    Officer, subject to the approval of the Chief Executive
    Officer and Warnaco's Board of Directors.

    In the event that part or all of the Debtors' business is
    restructured, rather than sold, pursuant to a confirmed plan
    or plans of reorganization, Ms. Cornish emphasizes, no
    further Transaction Bonuses will be paid.

    However, the Debtors contemplate that certain personnel
    retained by the reorganized company would receive
    incentives, such as stock options, in the reorganized
    company.

In addition to the 233 Covered Employees that are entitled to
participate in the Retention Plan, Ms. Cornish notes, the
Debtors have approximately 3,846 domestic non-union employees.

Prior to the Petition Date, Ms. Cornish relates, these domestic
non-union employees were covered by a company-wide severance
policy providing for one-half week of severance pay for each
year of employment with the company.

To encourage its workforce to remain in the Debtors' employ, Ms.
Cornish informs Judge Bohanon, the Debtors intend to enhance
their pre-petition severance policy by increasing severance pay
to employees to one week of severance per year of service.  The
total estimated increased cost of this enhanced Severance
Protection is approximately $5,000,000, according to Ms.
Cornish.

Prior to filing this Motion, Ms. Cornish says, the Debtors
presented the Retention Plan to sub-committees of:

   (i) their pre-petition lenders holding secured claims against
       the Debtors in the approximate aggregate amount of
       $2,170,000,000, and

  (ii) the Official Committee of Unsecured Creditors.

The Debtors believe that the Lenders and the Committee support
their request for approval of the Retention Plan.

The Debtors have determined it is essential that the managers,
supervisors and directors continue to focus their efforts on
supporting and maintaining the Debtors' reorganization efforts
in the coming months.

The Debtors believe that granting the relief requested in this
motion is in the best interests of the Debtors' estates, their
creditors, and other interested parties. (Warnaco Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-
0900)  


WINSTAR COMMS: Ubid Demands Accounting of All Asset Sales  
---------------------------------------------------------
uBid Incorporated, an online auction service operating a web
site known as uBid.com, objects to proposed asset sale
transaction between Winstar Communications, Inc. and Interep.

David E. Wilks, Esq., of White & Williams, in Wilmington,
Delaware relates that on august 11, 2000, uBid and Winstar
entered into an Advertising Sales Representation Agreement.

Mr. Wilks discloses that under the Agreement, Winstar sells
advertising and sponsorships on the uBid.com site and, upon such
sales, collect the payment. Winstar is then supposed to remit
those funds to uBid less a 25% commission. Moreover, Winstar is
also obligated to make guaranteed payments for a defined period
of time to uBid whether or not it was successful in selling
advertising on the site.

Mr. Wilks reveals that Winstar did not remit any of the
advertising payments it has collected even before the filing of
these chapter 11 cases. He says that it also did not make the
guarantee payments stipulated in the Agreement.  Furthermore,
Winstar failed to provide uBid an accounting of sales made and
funds collected.

Mr. Wilks argues that the proposed asset sale ignores Winstar's
obligations to uBid and fails to ensure the immediate
disgorgement of uBid's property from the Debtors' control.

Mr. Wilks notes that, upon sale approval, the stream of
advertising payments would flow to Interep and the Debtors would
retain previously collected funds. Mr. Wilks contends that
Winstar is merely the conduit of these payments and 75% of these
payments (less the commission) are rightfully uBid's property.
Therefore, he says, these payments should not be misdirected to
the Debtors' estates or to Interep.

UBid urges the Court to (a) Compel Winstar to immediately
provide an accounting of all sales made and funds collected and
remit the 75% of the advertisers' payments as detailed in the
Agreement; (b) require the Debtors or the Purchasers to provide
weekly accounting of all future payments collected from the
advertisers; and (c) deny Winstar's motion to sell assets to
Interep and enter an order which adequately protects uBid
property from misdirection and order such other relief as
needed. (Winstar Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


* Meetings, Conferences and Seminars
------------------------------------
October 3-6, 2001
   American Bankruptcy Institute
      Litigation Skills Symposium
         Emory University School of Law, Atlanta, Georgia
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 12-16, 2001
   TURNAROUND MANAGEMENT ASSOCIATION
      2001 Annual Conference
         The Breakers, Palm Beach, FL
            Contact: 312-822-9700 or info@turnaround.org

October 16-17, 2001
   International Women's Insolvency and Restructuring
   Confederation (IWIRC)
      Annual Fall Conference
         Orlando World Center Marriott, Orlando, Florida
            Contact: 703-449-1316 or
                 http://www.inetresults.com/iwirc
              
October 28 - November 2, 2001
   IBA Business Law International Conference
   Including Insolvency and Creditors Rights Sessions
      Cancun, Mexico
         Contact: +44 (0) 20 7629 1206
            http://www.ibanet.org/cancun

November 15-17, 2001
   ALI-ABA
      Commercial Real Estate Defaults, Workouts, and
      Reorganizations
         Regent Hotel, Las Vegas
            Contact:  1-800-CLE-NEWS or http://www.ali-aba.org

November 26-27, 2001
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Seventh Annual Conference on Distressed Investing
         The Plaza Hotel, New York City
            Contact 1-903-592-5169 or ram@ballistic.com

November 29-December 1, 2001
   American Bankruptcy Institute
      Winter Leadership Conference
         La Costa Resort & Spa, Carlsbad, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

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

January 31 - February 2, 2002
   American Bankruptcy Institute
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800 or http://www.abiworld.org

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
                 http://www.lawedinstitute.com

February 28-March 1, 2002
   ALI-ABA
      Corporate Mergers and Acquisitions
         Renaissance Stanford Court, San Francisco, CA
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

March 3-6, 2002 (tentative)
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute I
         Park City Marriott Hotel, Park City, Utah
            Contact:  770-535-7722 or Nortoninst@aol.com

March 8, 2002
   American Bankruptcy Institute
      Bankruptcy Battleground West
         Century Plaza Hotel, Los Angeles, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

March 20-23, 2002
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Meeting
         Sheraton El Conquistador Resort & Country Club
         Tucson, Arizona
            Contact: 312-822-9700 or info@turnaround.org

April 10-13, 2002 (tentative)
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact:  770-535-7722 or Nortoninst@aol.com

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

April 25-27, 2002
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Rittenhouse Hotel, Philadelphia
            Contact:  1-800-CLE-NEWS or http://www.ali-aba.org

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 http://www.abiworld.org

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

June 27-30, 2002
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or Nortoninst@aol.com

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

August 7-10, 2002
   American Bankruptcy Institute
      Southeast Bankruptcy Conference
         Kiawah Island Resort, Kiawaha Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org


October 9-11, 2002
   INSOL International
      Annual Regional Conference
         Beijing, China
            Contact: tina@insol.ision.co.uk or
                 http://www.insol.org

October 24-28, 2002
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Conference
         The Broadmoor, Colorado Springs, Colorado
            Contact: 312-822-9700 or info@turnaround.org

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

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

December 3-7, 2003
   American Bankruptcy Institute
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

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

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


The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com 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
conferences@bankrupt.com.

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

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

                          *********

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

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

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

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

The TCR subscription rate is $575 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 301/951-6400.

                     *** End of Transmission ***