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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

          Thursday, December 6, 2001, Vol. 5, No. 238

                          Headlines

AMF BOWLING: Judge Adams Extends Exclusive Periods by 120 Days
ANC RENTAL: Hires Paul Hastings as Special Environmental Counsel
ATG INC: Files for Chapter 11 Protection and Reorganization
ATG INC: Nasdaq May Delist Shares for Deficiencies Under Rules
ATG INC: Chapter 11 Case Summary

ADVANCED TECHNOLOGY: Lacks Ample Capital to Fund Business Plan
AMERICA WEST: Passenger Load Factor in November Jumps 70%
AMTRAN INC: S&P Further Junks Senior Unsecured Debt Ratings
AT HOME: Dispute with Cable Operators Won't Affect Excite.com
BANYAN STRATEGIC: Denholtz Bolts University Square Transaction

BETHLEHEM STEEL: Pursuing Possible Steel Industry Consolidation
BORDEN CHEMICALS: Accepts Shintech's Offer to Buy Addis Facility
BRIDGESTONE: Will Get $1.3BB in New Capital After Debt Workout
BURLINGTON: Wants Schedule Filing Deadline Extended to Feb. 13
CHINA NET: Survival Dependent On Ability to Raise New Capital

CHIQUITA BRANDS: Court Okays Dinsmore & Shohl as Local Counsel
COMDISCO: Equity Panel Taps Chanin to Replace Water Tower
DIMAC DIRECT: Has Until February 28 to File Notices of Removal
EMAGIN: Considers Filing for Bankruptcy Protection to Reorganize
ENRON CORPORATION: Engages Weil Gotshal as Bankruptcy Counsel

ENRON CORPORATION: S&P Drops Ratings on Five Transactions to D
ENRON CORP: Fitch Provides Update on Funding Corp's ABCP Program
ENRON CORPORATION: Fitch Says Collapse Impacts On 4 CDO Tranches
EXIDE TECHNOLOGIES: Moody's Junks Ratings on Weakening Liquidity
EXODUS COMMS: Gets Okay to Hire Hilco as Asset Disposition Agent

FEDERAL-MOGUL: Gets Court's Nod to Hire Sidley as Lead Counsel
GREAT ATLANTIC: Gets Consents to Amend 7.70% Sr. Notes Indenture
HASBRO INC: Fitch Rates $225MM Convertible Senior Notes At BB
HAYES LEMMERZ: Files Voluntary Chapter 11 Petitions in Delaware
HAYES LEMMERZ: Case Summary & 50 Largest Unsecured Creditors

INTEGRATED HEALTH: Plan's Classification & Treatment of Claims
KINETEK INC: S&P Revises Outlook Amid Weakening Key Markets
KMART: S&P Cuts Ratings a Notch to BB After Drop in Q3 EBITDA
LASON INC: Files Chapter 11 Petition with Pre-Pack Plan in DE
LASON: Chapter 11 Case Summary & 40 Largest Unsecured Creditors

MCLEODUSA: Moody's Junks Senior Unsecured Debt Rating
MOSLER INC: Wants Plan Filing Exclusivity Moved through March 4
NEON COMMS: Expects $7.5MM in Gross Proceeds from Sale of Shares
ORGANIC INC: Restructures Defaulted Loan with Omnicom Group
OWENS CORNING: Seeks Approval to Create New OC Shanghai Entity

PERSONNEL GROUP: Bank Group Waives Covenants Under Credit Pact
PINNACLE RESOURCES: Continues to Run Short of Capital in Sept.
POLAROID CORP: Taps Donlin Recano as Claims & Noticing Agent
RAMOIL MANAGEMENT: Board Approves Liquidating Spin-Off of Unit
REUNION INDUSTRIES: Will Further Delay Interest Payment on Notes

SAMSONITE CORP: Net Loss Doubles to $15 Million in Third Quarter
SOLOMON ALLIANCE: Seeking New Financing to Continue Operations
SUN HEALTHCARE: Engages Innisfree for Balloting & Tabulation
TACA RECEIVABLES: Fitch Cuts Ticket Securitization Rating to BB
USG CORP: Injury Claimants Get OK to Retain Campbell as Counsel

VIASOURCE COMMUNICATIONS: Moves Out Of Nasdaq Stock Market
VISKASE: Continues Discussions on Restructuring of 10.25% Notes
WINSTAR COMMS: Court Approves Proposed Bidding Procedures

* DebtTraders' Real-Time Bond Pricing


                          *********

AMF BOWLING: Judge Adams Extends Exclusive Periods by 120 Days
--------------------------------------------------------------
AMF Bowling, Inc., seeks an order extending the Exclusive
Periods by 120 days. The Debtor's Exclusive Filing Period and
Exclusive Solicitation Period currently expire on November 27,
2001 and January 26, 2002, respectively. Thus, if the Court
grants this Motion, the Debtor's Exclusive Filing Period would
be extended to March 27, 2002 and the Exclusive Solicitation
Period would be extended to May 26, 2002.

Peter J. Barrett, Esq., at Kutak Rock LLP in Richmond, Virginia,
tells the Court that the Debtor has few assets and the course of
its Chapter 11 proceeding will be dictated in large measure by
the outcome of the reorganization proceedings of its
subsidiaries and affiliates, which are being jointly
administered in the AMF Bowling Worldwide Inc. case, which is
being administered separately from the Debtor's Chapter 11 case.
AMF Worldwide currently has a confirmation date scheduled for
mid-January.  Accordingly, Mr. Barrett believes that it is
impossible for the Debtor to file a meaningful plan of
reorganization or liquidation and solicit acceptances thereto
until after Worldwide's mid-January confirmation date - and it
is imperative that the Debtor retain its important right of
exclusivity until that time.

                     Lead Plaintiffs Object

Donald F. King, Esq., at Odin Feldman & Pittleman P.C. in
Fairfax, Virginia, argues that the sole basis offered by the
Debtor to establish the requisite cause to extend the Exclusive
Periods is the alleged need to await confirmation of the plan in
the Chapter 11 proceeding of the Debtor's subsidiaries and
affiliates. Said confirmation hearing is scheduled for January 8
and 9, 2002.

Mr. King informs the Court that the Debtor's only asset is the
stock in its subsidiaries but pursuant to the subsidiaries' plan
of reorganization, the stock has no value. Hence, for the Debtor
to assert that it is impossible to file a meaningful plan of
reorganization or liquidation until after the subsidiaries' plan
is confirmed is without merit. Mr. King contends that a
valueless asset must not and cannot be used to obtain an
extension of exclusivity, nor should confirmation of another
debtor's plan be the basis to extend exclusivity. The Debtor
demonstrates no substantive relationship between its ability to
file a plan and confirmation of the subsidiaries' plan and
clearly, cause has not been established.

Furthermore, although Lead Plaintiffs acknowledge that motions
to extend exclusivity are within the direction of the Court and
are generally granted, Mr. King relates that the Lead Plaintiffs
are concerned that the Debtor will attempt to utilize the
extension of the Exclusive Periods as a means to obtain an
extension of the current 90 day injunction staying the
Securities Litigation previously entered by the Court, which
currently expires on January 16, 2002.

While Lead Plaintiffs do not believe that the extension of the
Exclusive Periods constitutes, or would result in, a basis to
extend the Stay, Lead Plaintiffs wanted to bring this concern to
the attention of the Court. At the hearing on the Debtor's
request for the Stay, Mr. King states that the Court indicated
that it was not inclined to extend the Stay beyond the 90-day
period. Any extension of exclusivity under the circumstances of
this case should not alter that position.

                           * * *

Finding the relief requested in the best interests of the Debtor
and its estate and creditors, Judge Adams orders that the
Debtor's exclusive filing and solicitation period is extended by
120 days to March 27, 2002 and May 26, 2002, respectively. (AMF
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


AMR CORP: S&P Ratchets Senior Unsecured Debt Rating Down to BB-
----------------------------------------------------------------
Standard & Poor's downgraded its senior unsecured debt ratings
for AMR Corporation to 'double-B-minus' from 'double-B',
reflecting reduced asset protection for unsecured creditors and
application of revised criteria for "notching" down of such debt
ratings based on the proportion of secured debt in a company's
capital structure. The ratings remain on CreditWatch with
negative implications.

The rating actions do not indicate a changed estimate of default
risk, but rather poorer prospects for recovery on senior
unsecured obligations if the affected airline was to become
insolvent. Accordingly, no corporate credit ratings or other
types of debt are affected; airport revenue bonds, though
often senior unsecured debt in a legal sense, are related to a
specific airport facility that has value in a bankruptcy
reorganization, and ratings of such bonds are not affected. Bank
loan ratings are affected where those facilities are unsecured.

In addition, Standard & Poor's criteria for rating senior
unsecured debt have been revised to incorporate more directly
the effect of leases on asset protection for unsecured
creditors. The criteria recognize that certain industries,
because of the ease of financing their revenue assets, can carry
higher proportions of secured debt and leases and the criteria
accordingly allow for higher thresholds before notching down of
senior unsecured debt is warranted due to reduced asset
protection for those creditors. Still, the high and rising
proportions of secured debt and leases at many airlines indicate
that a distinction between the corporate credit rating and
senior unsecured debt rating is justified. Standard & Poor's has
not defined specific, separate thresholds for airlines, but
examines asset protection based on their individual
characteristics and relative to industry norms and standard
notching criteria. Speculative-grade companies can have their
senior unsecured debt rated one or two notches below the
corporate credit rating, depending on the proportion of secured
debt and leases, while investment-grade companies can have their
senior unsecured debt rated at most one notch below the
corporate credit rating.

The sharp deterioration in airline financial performance since
Sept. 11 has increased reliance on secured debt as the principal
form of airline debt funding. Even Southwest Airlines, the
highest rated airline, used enhanced equipment trust
certificates (EETC), the company's first, in October.
Excepting Southwest, all U.S. airlines that had unsecured bank
revolving credit facilities have either provided collateral to
the banks or are repaying borrowings. Although the federal loan
guarantee program may provide unsecured loans for some U.S.
airlines (the exact terms of the borrowings will vary from case
to case and remain to be determined), most borrowing is expected
to take the form of leases or secured debt for the foreseeable
future. Accordingly, senior unsecured creditors are likely to
continue to be in a disadvantaged position as regards asset
protection at many airlines due to the relatively high
proportion of secured debt and leases on their balance sheets.

               Senior Unsecured Debt Rating Lowered;
                   Remain On CreditWatch Negative

                                               To      From
AMR Corp. (BB/Watch Neg/--)                    BB-     BB


ANC RENTAL: Hires Paul Hastings as Special Environmental Counsel
----------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates present the
Court with their application to employ and retain Paul Hastings
Janofsky & Walker LLP as their special environmental compliance,
remediation and transactional counsel.

Wayne Moor, the Debtors' Senior Vice President and Chief Finance
Officer, tells the Court that the Debtors seek to retain Paul
Hastings because:

A. Paul Hastings has extensive experience and knowledge in the
   fields of environmental compliance, remediation and
   transactional law;

B. the Debtors believe that Paul Hastings is well qualified to
   represent the Debtors with regard to the Debtors'
   environmental compliance, remediation and transactional law
   issues;

C. Paul Hastings has provided legal advice to the Debtors with
   respect to environmental compliance, remediation and
   transactional issues since April 1, 2000; and

D. during the course of their representation of the Debtors,
   Paul Hastings' environmental compliance, remediation and
   transactional attorneys have developed familiarity with the
   Debtors' assets, affairs and businesses.

In addition, by reason of its current relationship and ongoing
representation of the Debtors, Mr. Moor contends that Paul
Hastings has acquired invaluable knowledge of the Debtors'
affairs, which would be difficult and expensive for another firm
to acquire. Particularly for that reason, the Debtors believe
that the retention of Paul Hastings as their special
environmental compliance, remediation and transactional counsel
is in the best interests of the Debtors, their estates and their
creditors.

Prior to the Filing Date, Mr. Moor relates that Paul Hastings
rendered legal advice to the Debtors with respect to their
environmental compliance, remediation and transactional issues.
If this application is approved Paul Hastings will continue to
render these to the Debtors:

A. providing advice regarding compliance with federal and state
   rules governing installation, operation, maintenance, and
   closure of above and underground fuel storage tanks;

B. providing advice regarding cleanup of contamination at
   Debtors' properties;

C. providing counsel with respect to compliance with direct and
   indirect wastewater discharge requirements;

D. providing counsel with respect to compliance with rules
   governing vapor emissions from fueling operations;

E. providing counsel with respect to complying with rules
   governing used oil recycling, battery management, and
   similar matters;

F. providing counsel in connection with responding to and
   reporting accidental releases of hazardous materials;

G. performing environmental due diligence for real property
   transactions;

H. fulfilling environmental regulatory obligations that arise
   from ceasing operations at a site;

I. overseeing cleanup of historic petroleum releases at sites at
   which Debtor is, or has formally operated, and ensuring
   recovery of such expenses under pertinent contract
   indemnities;

J. representation at multi-party Superfund sites;

K. drafting and reviewing environmental contract terms for
   leases and concession agreements;

L. managing and processing of all environmental fees, permits,
   and registrations;

M. managing and contracting for all compliance testing;

N. overseeing a statistical inventory reconciliation program as
   a method of detecting leaks from fuel storage systems at
   sites operated by Debtors;

O. submitting annual reports under the Emergency Planning and
   Community Right-To-Know Act of 1986;

P. completing and updating all wastewater and storm water
   compliance plans and authorizations;

Q. responding to routine regulatory, airport, landlord
   inquiries/requests for environmental information and/or
   responses; and

R. rendering such assistance as the Debtors and their counsel
   deem necessary.

Subject to the Court's approval, Mr. Moor submits that Paul
Hastings will charge the Debtors for keep detailed time records
of time in increments of tenths of an hour, and submits that
such rates are reasonable. The current hourly rates that Paul
Hastings presently charges for the legal services of its
professionals are:

      Attorneys                          Rate per Hour
      ---------                          -------------
      Thomas R. Mounteer                   $425
      Judith Farrand                       $285
      Roberta Barkman                      $225
      Donna Taylor                         $200

      Paralegals/Database Consultant     Rate per Hour
      ------------------------------     -------------
      Michael Loll                         $165
      Jennifer Stone                       $110
      Daryl Tate                           $110

Because the fees are based on hourly rates and will correspond
to the degree of effort expended on the Debtors' behalf; and are
Paul Hastings' usual and customary rates for services of this
nature, the Debtors believe that the terms and conditions of
Paul Hastings' employment are reasonable.

Thomas R. Mounteer, a partner at the firm Paul Hastings Janofsky
& Walker LLP, states that in connection with the Firm's pre-
petition engagement by the Debtors, during the one year period
prior to the Filing Date, and with respect to professional and
ancillary services rendered and to be rendered, Paul Hastings
received from the Debtors payments in the aggregate amount of
$1,178,464.30 in connection with its representation of the
Debtors.

Mr. Mounteer informs the Court that Paul Hastings has provided,
and may continue to provide, legal services in unrelated matters
to creditors or other parties-in-interest in these Chapter 11
cases, including 21st Century Insurance Company, AC Delco,
Aerotek, Allianz Insurance Company, Amerada Hess, American
Arbitration Association, American Express, American Trans Air,
Arthur Andersen, Societe Cooperative, Arthur Andersen & Co.,
AT&T Wireless, AT&T Corporation, AT&T Broadband & Internet
Services, AT&T Retirement Plans, AT&T Technologies, Malacha
Hydro Limited Partnership, Televents Inc., Viacom Inc., BACA,
Bancboston Investments Inc, Bancboston NA, Bancboston Securities
Inc., Bank of New York, Bank of Nova Scotia, Bank of Tokyo
Mitsubishi, Bankers Trust Company, Chicago Bankers Trust Company
of California, Bedford Associates, BNP Paribas, BT Capital
Partners Europe, BT Commercial Corp., BT Investment Partners,
Capital Asset Research, Chase Manhattan, Chrysler Financial
Corp., Citibank Commerce & Industry; Lexington Insurance
Company; National Union Fire Insurance Co.; National Union Fire
Insurance Company of Pittsburgh, PA and New Hampshire Insurance
Co., Congress Financial, Continental Airlines Corporate Express,
Document & Print Management Corporate Express Inc., Credit
Suisse First Boston, DaimlerChrysler Corp., debis AirFrance BV,
Dornier Medical Systems Inc., Dornier Surgical Products Inc.,
Dornier MedTech Holdings International, Gmbh Chrysler Capital
Corp., Deutsche Banc, Deutsche Banc Alex Brown, Deutsche Banc
Mortgage Capital LLC, Deutsche Banc Mortgage Capital LLC, East
Deutsche Bank Securities Inc., Deutsche Securities Limited,
Dupont Flooring Systems, DuPont Powder Coatings USA Inc., Ecolab
Inc., Eller Media Company, Clear Channel Communications Inc.,
SFX Entertainment Inc., Katz Communications Inc, FedEx Corp.,
First National Bank of Boston, First Union National Bank, Fleet
Capital Corporation, Fleet Equity Partners, Fleet Finance Inc.,
Fleet Financial Group, Fleet National Bank, General Motors,
GMAC, Greenwich Insurance Company and XL Insurance Co. Ltd.,
Hartford Fire Insurance Co., Heller Financial, ILOG Inc.,
International Lease Finance Corp., Lehman Brothers, Lucent
Technologies, Lucent Technologies Product Finance, MBIA, MBIA
Insurance, Merril Lynch Commercial Real Estate, Merrill Lynch &
Co. Inc., Merrill Lynch Capital Inc., Merrill Lynch High Yield
Division, Merrill Lynch Japan Inc., Merrill Lynch Realty
Commercial Services, Michelin North America Inc., Northwest
Airlines, Oracle Corporation, Piaggio USA Inc., Pinkerton
Investigations, Provident Life & Accident Insurance Co., RABO
(Rabobank), Ryder Transportation Services, Southern Counties Oil
Company, Summit, SunAmerica Investments, Textron, and UDT
(United Dominion Trust). (ANC Rental Bankruptcy News, Issue No.
3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ATG INC: Files for Chapter 11 Protection and Reorganization
-----------------------------------------------------------
ATG Inc. (Nasdaq:ATGC), a leading provider of low-level
radioactive and low-level mixed waste treatment services,
announced that it has filed for protection and reorganization
under Chapter 11 of the United States Bankruptcy Code.

"We believe that our waste processing technologies and the
market are basically sound. However, we were forced to seek
protection under the court because of unexpected freezing of our
cash accounts by our primary lender," said Doreen Chiu,
President & CEO.

"The waste processing facilities that the company operated have
been safely secured. The facilities are under a strict
stabilization program and the customers' waste is safeguarded.
We have decided to seek protection of the courts to preserve the
value inherent in ATG as we pursue financing alternatives
including discussions with the bank to fund the critical
radiological maintenance activities necessary to assure the
health and safety of the public and the workers," said Chiu. "We
are determined to work with the court and the bank to strive to
provide the best value to our customers, creditors and
shareholders. We ask for the patience and support of all of our
stakeholders: customers, creditors, investors and employees, as
we work our way through this process."

ATG Inc. is a radioactive and hazardous waste management company
that offers comprehensive thermal and non-thermal treatment
solutions for low-level radioactive and low-level mixed waste
generated by commercial, institutional and government clients
such as nuclear power plants, medical facilities, research
institutions and the U.S. Departments of Defense and Energy.


ATG INC: Nasdaq May Delist Shares for Deficiencies Under Rules
--------------------------------------------------------------
ATG Inc. (Nasdaq:ATGCE), a leading provider of low-level
radioactive waste and low-level mixed waste treatment services,
announced that it has received an additional Nasdaq Staff
Determination letter, dated November 29, 2001, citing further
deficiencies under the Nasdaq Marketplace Rules and public
interest concerns in respect of the ATG news release of November
19, 2001, which announced that ATG had shut down operations.

Tuesday, ATG announced its filing for Chapter 11 bankruptcy
protection. ATG securities remain subject to delisting from the
Nasdaq National Market, pending a written hearing to review the
Staff Determination, which is currently scheduled for December
13, 2001. There can be no assurance that Nasdaq will grant the
Company's request for continued listing

ATG Inc. is a radioactive and hazardous waste management company
that offers comprehensive thermal and non-thermal treatment
solutions for low-level radioactive and low-level mixed waste
generated by commercial, institutional and government clients
such as nuclear power plants, medical facilities, research
institutions and the U.S. Departments of Defense and Energy.


ATG INC: Chapter 11 Case Summary
---------------------------------
Debtor: ATG, Inc.
        3400 Arden Rd.
        Hayward, CA 94545

Bankruptcy Case No.: 01-46389

Chapter 11 Petition Date: December 3, 2001

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtors' Counsel: Aaron Paul, Esq.
                  Kornfield, Paul and Nyberg
                  1999 Harrison St. #800
                  Oakland, CA 94612
                  Tel: 510-763-1000


ADVANCED TECHNOLOGY: Lacks Ample Capital to Fund Business Plan
--------------------------------------------------------------
Advanced Technology Industries, Inc. was incorporated under the
laws of the State of Delaware on October 25, 1995. On February
1, 2000, the Company changed its name from Kurchatov Research
Holdings, Ltd. to Advanced Technology Industries, Inc. The
Company was organized to identify, assess and commercialize
technologies introduced and developed by scientists throughout
the world with particular emphasis on technologies originating
in Israel, Germany and Russia.

The Company is in the development stage and its efforts, until
recently, included the  appointment of Russian scientists to the
Company's technical advisory board, the negotiation of an
agreement with ERBC Holdings, Ltd. to manage the Company's
operations in Russia, the review of certain technologies for
commercialization, the negotiation of an agreement with
Eurotech, Ltd., a development-stage technology transfer,
holding, marketing and management company, to undertake
commercialization of the technologies and products which may be
identified by the technical advisory board, including the
introduction of a certain compound technology known as "EKOR" to
Eurotech.

During April of 1999, the Company acquired a 20% equity interest
in two Israeli technology companies, Flexitech, Ltd. and
Pirocat, Ltd.  Further, in December of 1999, the Company
acquired all of the outstanding capital stock of Cetoni
Umwelttechnologie Entwicklungs GmbH, a German-based design and
engineering firm focused on developing and patenting
technologies and products for the consumer market.

In November of 1999, the Company sold its profit interest in the
EKOR technology to Eurotech.

In August of 2000, the Company acquired a 49% interest in
Nurescell AG, a Germany company, which has licensed a technology
owned by Nurescell US. During June 2001, the Company acquired
100% interest in Nurescell AG.

During January and April of 2001, the Company acquired a 29.27%
of the outstanding common stock of Nurescell US. Nurescell US
common stock symbols are listed and traded on the NASD OTC
Bulletin Board under the symbol "NUSL".

On June 8, 2001, the Company formed a new entity, RESEAL, LTD.,
which was incorporated under the laws of the State of Delaware.
The Company was organized to commercialize its proprietary
"reseal-able" packaging systems technology. This patented system
for re-sealing "pop-top" cans for both softdrinks and beer has
been developed and the Company believes it is ready for
commercial introduction.

The Company has incurred losses from operations since inception.
Management anticipates incurring substantial additional losses
in 2001. Further, the Company may incur additional losses
thereafter, depending on its ability to generate revenues from
the licensing or sale of its technologies and products, or enter
into any or a sufficient number of joint ventures. The Company
has no significant revenue to date. There is no assurance that
the Company can successfully commercialize any of its
technologies and products and realize any revenues therefrom.
The Company's technologies and products have never been utilized
on a large-scale commercial basis and there is no assurance that
any of its technologies or products will receive market
acceptance. There is no assurance that the Company can continue
to identify and acquire new technologies. As of September 30,
2001, the Company had an accumulated deficit since inception of
$10,934,151.

Management's business plan will require additional financing. To
support its operations during the nine months ended September
30, 2001, the Company borrowed $1,360,000 from five individuals
and issued various promissory notes. The notes are due between
three and six months and provide for interest at the rate of 1%
per month. The Company issued 1,916,696 shares of its common
stock to the individuals as an incentive to make these loans. In
addition, the Company granted these individuals piggyback
registration rights for the shares for a period of five years
from the date of the loans. During the nine months ended
September 30, 2001, various promissory notes that became due
during April and July 2001, totaling $684,545, were satisfied by
the issuance of 2,419,909 shares of the Company's common stock.
During the nine months ended September 30, 2001, the Company
sold 1,283,300 shares of its Eurotech stock for $1,330,561.
Eurotech's common shares are listed and traded on the American
Stock Exchange under the symbol "EUO".

The Company entered into an agreement during February 2001, in
which it pledged 216,700 shares of its Eurotech stock for a loan
in the amount of $273,290, excluding costs and commissions. As
of September 30, 2001 the Company has sold all of its unpledged
shares of its Eurotech stock.

While no assurance can be given, management believes the Company
can raise adequate capital to keep the Company functioning
during 2001. No assurance can be given that the Company can
continue to obtain any working capital and that such funding
will not cause substantial dilution to shareholders of the
Company. If the Company is unable to raise additional funds, it
may be forced to change or delay its contemplated marketing and
business plans.  These factors raise substantial doubt about the
Company's ability to continues as a going concern.


AMERICA WEST: Passenger Load Factor in November Jumps 70%
---------------------------------------------------------
America West Airlines (NYSE: AWA) reported a passenger load
factor in November of 70 percent, up from the 69.5 percent
reported in November 2000, amid dramatic year-over-year
improvements in every facet of the airline's operating
performance.

The increase in passenger load factor marks the second
consecutive monthly increase for America West, the only airline
among the eight largest to report an increase in load factors
for October.  Year-to-date, America West reported a passenger
load factor of 72.2 percent, an increase over the 70.7 percent
reported through November 2000.

Contributing to the increase in passenger loads is the continued
year-over-year improvement in operating performance.  For the
month of November, America West's on-time performance was 86.0
percent, a dramatic improvement over the 67.4 percent reported
in November 2000.  The percentage of cancelled flights improved
to .5 percent from 4.1 percent last year.  The airline also
posted its best baggage handling performance in two years,
reporting 3.21 mishandled bags per 1,000 passengers.

"As a result of the hard work and dedication of our employees,
our operational performance continues to be outstanding," said
Doug Parker, chairman, president and chief executive officer.  
"While our traffic remains lower than historic levels, we're
encouraged by the fact that our load factors, which have led the
industry in recent months, are steadily improving as travelers
continue to return to the skies.  We also continue to see a
positive trend in improved advance bookings, indicating that
passenger loads should remain strong for the foreseeable
future."

For the recent six-day Thanksgiving holiday travel period, one
of the busiest times of the year, America West's completion rate
was a near-perfect 99.9 percent, including three days with no
cancellations.  Of the 2,663 flights operated over the six-day
period, only three were cancelled.  The airline's on-time
performance was 85 percent, eclipsing last year's holiday mark
of 77 percent.  At Phoenix, where America West is the leading
airline and operates nearly 75 percent of all its flights into
or out of Sky Harbor International Airport, America West's on-
time arrival performance was 89 percent and its completion
factor for departing flights was 100 percent. Passenger loads
for the Thanksgiving period were up 2.5 points over 2000 levels.

In November, America West flew 1.3 billion revenue passenger
miles (RPMs) and 1.9 billion available seat miles (ASMs),
resulting in a traffic decrease of 17.9 percent and a capacity
decease of 18.4 percent versus November 2000. America West, like
most other airlines, reduced capacity by approximately 20
percent following the terrorist attacks of September 11.
x
The following summarizes America West's November and year-to-
date traffic results for 2001 and 2000:

                         Nov. 2001     Nov. 2000    % Change

Revenue Passenger
Miles (000)              1,297,944     1,580,329      (17.9)

Available Seat
Miles (000)              1,854,778     2,274,098      (18.4)

  Load Factor (percent)      70.0          69.5        0.5 pts.

                         YTD 2001      YTD 2000     % Change

Revenue Passenger
Miles (000)              17,724,586    17,531,424        1.1

Available Seat
Miles (000)              24,534,330    24,781,042       (1.0)

  Load Factor (percent)       72.2          70.7        1.5 pts.

For the month of October 2001, as detailed in the U.S.
Department of Transportation (DOT) Air Travel Consumer Report
released Tuesday, America West's on-time performance was 83.1
percent, a significant improvement over the 60.5 percent
reported in October 2000.  The airline reported a 42-percent
improvement in mishandled baggage, from 6.04 per 1,000
passengers in October 2000 to 3.53 per 1,000 passengers in
October 2001, near the top of the industry.  America West's
percentage of cancelled flights dropped to .9 percent from 4.9
percent in October 2000, ranking the airline among the top five
in this important customer service measure.  Customer complaints
to the DOT declined from 5.50 per 100,000 passengers in October
2000 to 3.08 in October 2001, a 44-percent improvement.

America West Airlines, the nation's eighth-largest carrier,
serves 88 destinations in the U.S., Canada and Mexico.  Along
with its codeshare partners, America West serves more than 170
destinations worldwide.  America West Airlines is a wholly owned
subsidiary of America West Holdings Corporation, an aviation and
travel services company with 2000 sales of $2.3 billion.

Additional information can be accessed on the America West
Internet site at http://www.americawest.com


AMTRAN INC: S&P Further Junks Senior Unsecured Debt Ratings
-----------------------------------------------------------
Standard & Poor's downgraded its senior unsecured debt ratings
for Amtran, Inc., to 'triple-C' from 'triple-C-plus', reflecting
reduced asset protection for unsecured creditors and application
of revised criteria for "notching" down of such debt ratings
based on the proportion of secured debt in a company's capital
structure.  The ratings remain on CreditWatch with negative
implications. The rating actions do not indicate a changed
estimate of default risk, but rather poorer prospects for
recovery on senior unsecured obligations if the affected airline
was to become insolvent. Accordingly, no corporate credit
ratings or other types of debt are affected; airport revenue
bonds, though often senior unsecured debt in a legal sense, are
related to a specific airport facility that has value in a
bankruptcy reorganization, and ratings of such bonds are not
affected. Bank loan ratings are affected where those facilities
are unsecured.

Airlines worldwide increasingly rely on aircraft and other
asset-backed financings, rather than unsecured debt, to finance
capital expenditures, a trend that accelerated since the Sept.
11 terrorist attacks in the U.S. and resulting damage to airline
revenues. Although such instruments, particularly enhanced
equipment trust certificates in the U.S., have cost advantages,
they have encumbered, either through leases or secured debt a
substantial proportion of the asset base of many airlines (those
shown below have Standard & Poor's senior unsecured debt
ratings; figures shown are estimated as of Sept. 30, 2001, for
all but Japan Air Lines Co. Ltd., which is the fiscal year ended
March 31, 2001; in some cases subsequent secured debt and lease
transactions are included as well in the calculation): Airlines
with senior unsecured debt ratings: Secured debt and leases %
total owned and leased assets Qantas Airways Ltd. 18% Southwest
Airlines Co. 28% Japan Airlines Co. Ltd. 29% Delta Air Lines
Inc. 36% Air Canada 37% AMR Corp. 44% AmTran Holdings Inc. 47%
British Airways PLC 50% Northwest Airlines Corp. 50% UAL Corp.
53% Continental Airlines Inc. 68% America West Holdings Inc. 69%

In addition, Standard & Poor's criteria for rating senior
unsecured debt have been revised to incorporate more directly
the effect of leases on asset protection for unsecured
creditors. The criteria recognize that certain industries,
because of the ease of financing their revenue assets, can carry
higher proportions of secured debt and leases and the criteria
accordingly allow for higher thresholds before notching down of
senior unsecured debt is warranted due to reduced asset
protection for those creditors. Still, the high and rising
proportions of secured debt and leases at many airlines indicate
that a distinction between the corporate credit rating and
senior unsecured debt rating is justified. Standard & Poor's has
not defined specific, separate thresholds for airlines, but
examines asset protection based on their individual  
characteristics and relative to industry norms and standard
notching criteria. Speculative-grade companies can have their
senior unsecured debt rated one or two notches below the
corporate credit rating, depending on the proportion of secured
debt and leases, while investment-grade companies can have their
senior unsecured debt rated at most one notch below the
corporate credit rating.

The sharp deterioration in airline financial performance since
Sept. 11 has increased reliance on secured debt as the principal
form of airline debt funding. Even Southwest Airlines, the
highest rated airline, used enhanced equipment trust
certificates (EETC), the company's first, in October. Excepting
Southwest, all U.S. airlines that had unsecured bank revolving
credit facilities have either provided collateral to the banks
or are repaying borrowings. Although the federal loan guarantee
program may provide unsecured loans for some U.S. airlines (the
exact terms of the borrowings will vary from case to case and
remain to be determined), most borrowing is expected to take the
form of leases or secured debt for the foreseeable future.
Accordingly, senior unsecured creditors are likely to continue
to be in a disadvantaged position as regards asset protection at
many airlines due to the relatively high proportion of secured
debt and leases on their balance sheets.

               Senior Unsecured Debt Rating Lowered;
                  Remain On CreditWatch Negative

                                              To      From
     Amtran Inc. (B-/Watch Neg/--)            CCC     CCC+


AT HOME: Dispute with Cable Operators Won't Affect Excite.com
-------------------------------------------------------------
InfoSpace, Inc. (Nasdaq:INSP), a provider of wireless and
Internet software and application services, reiterated that the
issues surrounding the Excite@Home broadband Internet service
provider's relationships with certain cable companies in the
context of Excite@Home's bankruptcy proceedings are unrelated to
and will not affect the Excite Web site.

"Excite users should be assured that Excite.com will continue to
operate as a world-class search engine and portal," said York
Baur, InfoSpace executive vice president, wireline and
broadband. "We want to assure the millions of Excite.com users
that the portal they rely on will not be affected by the
unrelated @Home proceedings."

InfoSpace received bankruptcy court approval last week (Nov. 28)
to purchase certain Excite@Home assets, including domain names,
trademarks and user traffic associated with the Excite.com Web
site. InfoSpace will power the search and directory components
of the Excite Web site, and have sold and/or licensed the
portal's other components to iWon.  Excite.com's more than 14
million users will not see an interruption in service.

InfoSpace, Inc. (Nasdaq:INSP) provides wireless and Internet
software and application services. The Company develops software
technologies that enable customers to efficiently offer a broad
array of network-based services under their own brand to any
device.


BANYAN STRATEGIC: Denholtz Bolts University Square Transaction
--------------------------------------------------------------
Banyan Strategic Realty Trust (Nasdaq: BSRTS) announced that it
has received the $1 million earnest money deposit previously
held in escrow to secure the performance by Denholtz Management
Corp., of its obligations to purchase Banyan's University Square
Business Center property in Huntsville, Alabama.

The closing of the University Square property, originally
scheduled for May 2001, was deferred by agreement of the parties
to December 19, 2001, because of a prepayment prohibition
relating to the mortgage on the property. On December 3, 2001,
Denholtz notified Banyan in writing that Denholtz no longer
intended to acquire University Square as required under the
contract. The parties then mutually directed the earnest money
to be paid to Banyan.

Banyan will immediately make a required principal payment of
$500,000 on the industrial revenue bonds that finance Banyan's
Riverport project in Louisville, Kentucky.  This payment is
contractually required as a condition of the extension of
Banyan's letter of credit last October.  The remaining $500,000
will be used for general corporate purposes.

In addition to University Square, Banyan owns interests in two
other properties: Northlake Tower Festival Mall in Atlanta,
Georgia and 6901 Riverport Drive in Louisville, Kentucky.  
Neither the Northlake property nor the Riverport property were
subject to the same contractual obligation as University Square,
but either could have been "put" to Denholtz prior to January 9,
2002.  The forfeiture of the University Square earnest money
extinguishes Banyan's right to "put" these other properties to
Denholtz.

L.G. Schafran, Chairman, Interim President and CEO of Banyan,
stated: "We are, of course, disappointed that Denholtz failed to
complete the purchase of University Square.  We will immediately
commence a marketing program in an effort to sell this asset at
a favorable price.  Our other properties are already being
marketed for sale and lease.  We will continue to make periodic
liquidating distributions to our shareholders as conditions
permit."

Banyan also cautioned that in light of the forfeiture by
Denholtz, there can be no assurance that Banyan will be able to
achieve sales prices for its properties sufficient to allow it
to make the aggregate liquidating distributions in amounts
previously anticipated.  Banyan expects that the amounts and
timing of subsequent liquidating distributions will primarily
depend upon the sale prices achieved for the Trust's remaining
three properties and the outcome of the pending litigation
between Banyan and its suspended president, Leonard G. Levine.

Since adopting its Plan of Termination and Liquidation on
January 5, 2001, Banyan has distributed $4.95 in liquidating
distributions to its shareholders.

Banyan Strategic Realty Trust is an equity Real Estate
Investment Trust (REIT) which, on January 5, 2001, adopted a
Plan of Termination and Liquidation.  On May 17, 2001, the Trust
sold approximately 85% of its portfolio in a single transaction
and now owns interests in three real estate properties located
in Atlanta, Georgia; Huntsville, Alabama; and Louisville,
Kentucky.  As of this date the Trust has 15,496,806 shares of
beneficial interest outstanding.


BETHLEHEM STEEL: Pursuing Possible Steel Industry Consolidation
---------------------------------------------------------------
Robert S. Miller, Jr., chairman and chief executive officer,
Bethlehem Steel Corporation (NYSE: BS), affirmed that Bethlehem
is pursuing the possibility of a major integrated steel industry
consolidation and is one of the companies talking with U.S.
Steel: "The scenario that has been suggested by U. S. Steel is
consistent with the approach that Bethlehem has been advocating
for the restructuring and strengthening of the domestic
integrated steel industry, and we are a party to those
preliminary discussions. We are of the firm conviction that any
consolidation plan must include: a competitive labor agreement
that results in significantly improved productivity and
sustainable reductions in employment and operating costs; a
government resolution to the retiree health care cost dilemma
and to worldwide excess steel capacity; and bold initiatives by
domestic steel companies to create a strong and highly
competitive global steel company."

Bethlehem indicated that the steel crisis that began in 1998 has
forced steel companies to consider solutions that until now
would have been unlikely. "The operating assets of our country's
major steel companies have been put at great risk by excessive
levels of steel imports that have seriously injured the industry
as a whole and have resulted in some 25 steel companies filing
Chapter 11," Mr. Miller stated. "Ironically, however, the
devastation we are witnessing may have created the window of
opportunity to once and for all fix what has been a recurring
problem frustrating steel industry and government officials
alike for more than a quarter of a century."

Bethlehem began negotiations with the United Steelworkers of
America on October 29.  Significant progress has been made
toward the framework of an agreement that could become the labor
piece required for the consolidation of the industry.  Key
elements that could comprise an agreement with a consolidated
company have been identified for further discussions.  Bethlehem
indicated that the cooperative attitudes and constructive
approach toward trying to solve some of the major industry cost
issues have been promising.

Mr. Miller said he was also pleased with the meetings held in
Washington in the past weeks with Administration and
congressional leaders.  He noted that they appear to recognize
that a strong industry would make an important contribution to
our homeland defense and national security.  "President Bush has
shown the kind of leadership required to solve major problems,
and his three-point steel-industry program -- involving the
Section 201 case, the multi-lateral talks on the reduction of
excess worldwide steel capacity and rules-based trade that
eliminates subsidies and brings fairness to the steel
marketplace -- is both refreshing and vital to a consolidation
effort."

Given the President's initiation of the trade action and the
unanimous injury vote on flat-rolled products by the
International Trade Commission (ITC), Bethlehem said that it was
optimistic that a strong tariff remedy would be recommended to
the President by the ITC later this week.

Bethlehem said that it would continue to pursue this and other
opportunities that would allow it to strengthen its financial
situation and to develop a Plan of Reorganization that would
make maximum use of Bethlehem's assets, provide jobs for its
employees and put it on a sound financial footing.

DebtTraders reports that Bethlehem Steel's 10.375% Bond Due 2003
(BTHSTL) trades between 5 and 7. For real-time bond pricing, go
to http://www.debttraders.com/price.cfm?dt_sec_ticker=BTHSTL

                
BORDEN CHEMICALS: Accepts Shintech's Offer to Buy Addis Facility
----------------------------------------------------------------
Borden Chemicals and Plastics Operating Limited Partnership
(BCP) announced that it has executed an asset purchase agreement
through which, subject to bankruptcy court approval, Shintech
Louisiana, LLC (Shintech) will acquire the assets and operations
of BCP's polyvinyl chloride (PVC) plant in Addis, La. As
previously announced, BCP and its advisors have been exploring
strategic alternatives, including a potential merger, joint
venture or asset sales, for any or all of its three facilities,
in Addis and Geismar, La., and Illiopolis, Ill.

"For the reassurance of customers, suppliers and employees, BCP
is pleased to have entered into a definitive agreement with this
buyer," said Mark J. Schneider, president and chief executive
officer, BCP Management, Inc. (BCPM), the general partner of
BCP. "The fact that we have a strategic buyer who is a leading
player in the industry speaks to the long-term strength of the
PVC business and the value of the Addis plant. Certainly, the
Addis facility has performed well during a difficult time. Its
production rates have been steady and its people have maintained
excellent quality, safety and customer service levels. I thank
them for their patience and understanding during this period of
uncertainty."

Under the terms of the current sale agreement, Shintech will pay
$38 million to acquire the Addis plant, property and equipment
and an additional sum to be determined for the value of
inventory and certain accounts receivable. Under the court-
approved bidding process, other interested parties may submit
competing bids through BCP's investment banker, Taylor Strategic
Divestitures, Washington DC. If competing bids are determined to
be fully binding commitments that comply with the court-approved
procedures, an auction will be held for qualified bidders on
December 19, 2001. A hearing will follow on December 20, 2001,
to obtain court approval of the highest and best offer.

The Addis plant employs 66 people and produces PVC resins for
use in a wide variety of industrial, construction and consumer-
product applications. The 22-year-old plant has an annual stated
capacity of 600 million pounds.

Shintech Louisiana LLC is a wholly owned subsidiary of Shintech
Inc., a leading U.S. producer of PVC resins with headquarters in
Houston and plants in Freeport, Texas, and Addis, La. Shintech
Inc. is a wholly owned subsidiary of Tokyo-based Shin-Etsu
Chemical Co., Ltd., the world's largest producer of PVC, with
plants in the U.S., Asia and Europe.

BCP and its subsidiary, BCP Finance Corporation, filed voluntary
petitions for protection under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware on April 3, 2001. BCPM and Borden Chemicals and
Plastics Limited Partnership (BCPLP), the limited partner of
BCP, were not included in the April 3 Chapter 11 filings. (Two
other separate and distinct entities, Borden, Inc., and its
subsidiary, Borden Chemical, Inc., are not related to the
filings.)

According to DebtTraders, Borden Chemicals & Plastics' 9.500%
bond due in 2005 (BORCHEM1) trades in the low 10's. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=BORCHEM1for  
real-time bond pricing.


BRIDGESTONE: Will Get $1.3BB in New Capital After Debt Workout
--------------------------------------------------------------
Included in its revision of its consolidated financial
projections for full year 2001 (originally announced by the
company in August 2001) Bridgestone Corporation (BSJ) released
the net sales and profit and loss projections for its subsidiary
Bridgestone/Firestone Americas Holding, Inc. (BFAH) for the year
2001.

BFAH is the holding company established as of December 1, 2001,
which, through its subsidiaries, is responsible for the
Bridgestone group's tire and rubber business in the Americas.
For 2001, BFAH full year sales are expected to total $7.4
billion on target with the August 2001 forecast, and as compared
to $7.5 billion in 2000. The forecast continues to reflect the
impact of the downturn in the U.S. economy, including the
reduced demand for passenger and light truck vehicles.

Due to the establishment of one-time reserves to address the
impact of certain activities during 2001 such as the closure of
its Decatur, Ill. facility and write-down of the assets of BFAH,
the company is expected to incur a loss of $1.66 billion for
2001; $1.61 billion of the loss is attributable to the special
charges. In addition to the charges of $573 million recorded for
the first half of 2001, the second half charges include a $675
million write-down relating to the impairment of BFAH's assets
as required by U.S. accounting standards and a general slowing
of the economies in the Americas, especially the U.S, during
2001. Other second half charges include a provision of $285
million for additional litigation related costs and expenses;
$50 million related to the closure of the Decatur, Ill. plant;
and $25 million related to the tire replacement program
announced by the company in October 2001.

Bridgestone Corporation also announced that it would provide
BFAH a capital infusion of $1.3 billion in January 2002.
Combined with the company's enhanced access to more cost-
effective financing through its reorganization and debt
restructuring announced yesterday, Bridgestone/Firestone in the
Americas has established a firm foundation for future growth.

"While we are extremely disappointed that our company has
incurred these losses, we know that taking these one-time
charges this year puts us squarely on the road to recovery for
2002," said Michael Gorey, Vice President and Controller of
BFAH. "Sales of the Bridgestone brand passenger and light truck
tires are strong and increasing while Firestone brand sales in
the same segment are showing significant improvement. We
continue to maintain our leadership position in the commercial
tire segment, including the important agricultural and off-the-
road markets. By taking these charges this year, we will begin
2002 with a healthier balance sheet and a fresh start on
rebuilding our business."

BFAH expects that, based on the actions taken during 2001
including the rationalization of it production and the
reorganization of its structure which is expected to result in
lower borrowing costs, the company will be profitable for the
full year 2002.

Bridgestone Corporation consolidated net sales are expected to
decrease slightly for the full year 2001 compared to its August
2001 forecast -- from $18.0 billion to $17.5 billion -- due to
the slow-down of the global economy. However, its net earnings
are expected to increase significantly (from $84.7 million as
forecast in August 2001 to $150 million) due to the impact of
certain tax benefits related to the write-down of the assets of
BFAH and the other special charges that will be taken in 2001.

Nashville-based Bridgestone/Firestone Americas Holding, Inc. is
a subsidiary of Bridgestone Corporation, the world's largest
tire and rubber company. Bridgestone/Firestone, through its
subsidiaries, develops, manufactures and markets Bridgestone,
Firestone, Dayton, and associate and private brand tires. The
companies also produce Firestone air springs, roofing materials,
synthetic rubber, and industrial fibers and textiles.


BURLINGTON: Wants Schedule Filing Deadline Extended to Feb. 13
--------------------------------------------------------------
Burlington Industries and its debtor-affiliates are large and
complex enterprises with operations throughout the United States
and abroad.  Rebecca L. Booth, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, explains that the Debtors
were unable to assemble all of the information necessary to
complete and file their schedules of assets and liability,
schedule of current income and expenditures, schedule of
executory contracts and unexpired leases and statement of
financial affairs because of:

    (a) the substantial size and scope of the Debtors'
        businesses,

    (b) the complexity of their financial affairs,

    (c) the limited staffing available to perform the required
        internal review of their accounts and affairs, and

    (d) the press of business incident to the commencement of
        these chapter 11 cases.

Moreover, Ms. Booth adds, the Debtors have thousands of active
vendors, approximately 10,500 employees and numerous other
creditors.  According to Ms. Booth, the Debtors must ascertain
the pertinent information, including addresses and claim
amounts, for each of these parties to complete the Schedules and
Statements on a Debtor-by-Debtor basis.

Given the urgency with which the Debtors sought chapter 11
relief and the more critical and weighty matters that the
Debtors' limited staff of accounting and legal personnel must
address in the early days of these cases, Ms. Booth tells the
Court, the Debtors will not be in a position to complete the
Schedules and Statements by the required date - November 30,
2001.  Nevertheless, Ms. Booth assures Judge Walsh that the
Debtors intend to complete the Schedules and Statements as
quickly as possible under the circumstances.

Accordingly, the Debtors request the Court to extend by an
additional 60 days -- until February 13, 2002 -- the date by
which the Schedules and Statements must be filed. (Burlington
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


CHINA NET: Survival Dependent On Ability to Raise New Capital
-------------------------------------------------------------
In its November 25, 2001 auditor's opinion letter, Andersen
Andersen and Strong made the following statement: China Net TV
Holdings, Inc., "will need additional working capital to service
its debt and for its planned activity, which raises substantial
doubt about its ability to continue as a going concern."

Continuation of the Company as a going concern is dependent upon
obtaining additional working capital. The management of the
Company has developed a strategy, which it believes will
accomplish this objective through additional equity funding
which will enable the Company to operate for the coming year.

The Company had cash capital of $17,992 at 2001 year end as
compared to $194,931 at 2000 year end. The decrease in cash was
due to an increase in accounts payable for administrative and
other expenses and to the investment in the Company's Joint
Venture.
                               
The Company had no other capital resources other than the
ability to use its common stock to achieve additional capital
raising in a private placement. At the fiscal year end the
Company had $17,992 in current assets and current liabilities of
$111,485. China Net TV Holdings had no revenues from operations
since inception. The operations of the Company have been
financed through private placements.

In July 2000 the Company commenced a private placement of up to
10,000,000 units at $1.00 per unit. Each unit consists of one
share of common capital stock of the Company and one warrant.
Each warrant entitles the investor to purchase an additional
unit until August 15, 2002 for $1.50. Each additional unit
consists of one share of common stock and one warrant to
purchase an additional common share for $2.50 until August 15,
2003. There is no minimum sales requirement and the shares will
be issued on the closing date of the private placement. The
terms of the sale provides for a commission of 7% to be paid by
cash or common stock of the Company, at the option of the sales
agent, excepting the sales made by related parties. At August
31, 2001, the Company had received $155,000 for the purchase of
155,000 units on which a commission of 7% will be paid on the
closing date of the offering. On the date of this report there
was 81,270 shares due to be issued as commission on shares
issued under the private placement with an additional 10,850 for
the 155,000 units on shares to be issued.


CHIQUITA BRANDS: Court Okays Dinsmore & Shohl as Local Counsel
--------------------------------------------------------------
Chiquita Brands International, Inc., and its debtor-affiliates
has chosen the firm of Dinsmore & Shohl LLP to assist Kirkland &
Ellis in the prosecution of this Chapter 11 case.  The Debtor
sought and obtained the Court's permission to employ and retain
Dinsmore & Shohl as co-counsel, under a general renewing
retainer, effective as of the Petition Date.

Robert W. Olson, the Debtor's Senior Vice President, General
Counsel and Secretary, relates that Dinsmore & Shohl has
extensive experience and knowledge in the field of debtors' and
creditors' rights and business reorganizations under chapter 11
of the Bankruptcy Code.  In preparing for this case, Mr. Olson
notes, Dinsmore & Shohl has become familiar with the Debtor's
business affairs and many of the potential legal issues that may
arise in the context of this Chapter 11 case.  Accordingly, Mr.
Olson contends, Dinsmore & Shohl is well qualified and uniquely
able to represent the Debtor in this Chapter 11 case.

In conjunction with the services of the Debtor's lead counsel,
Dinsmore & Shohl is expected to:

    (a) advise the Debtor with respect to its powers and duties
        as debtor in possession in the continued management and
        operation of its business and properties;

    (b) attend meetings and negotiate with representatives of
        creditors and other parties in interest;

    (c) take all necessary action to protect and preserve the
        Debtor's estate, including the prosecution of actions on
        the Debtor's behalf, the defense of any action commenced
        against the Debtor, negotiations concerning all
        litigation in which the Debtor is involved, and
        objections to claims filed against the estate;

    (d) prepare on behalf of the Debtor certain motions,
        applications, answers, orders, reports, and papers
        necessary to the administration of the estate;

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

    (f) represent the Debtor in connection with obtaining post
        petition financing, as necessary;

    (g) advise the Debtor in connection with any potential sales
        of assets;

    (h) appear before this court, any appellate courts, and the
        United States Trustee and protect the interests of the
        Debtor's estate before such Courts and the United States
        Trustee; and

    (i) perform all other necessary legal services and provide
        all other necessary legal advise to the Debtor in
        connection with these chapter 11 cases.

Subject to Court's approval, the Debtor proposes to compensate
Dinsmore & Shohl on an hourly basis, as well as reimburse the
firm of actual, necessary expenses and other charges incurred.

The Debtor understands that the hourly rates vary with the
experience and seniority of the individuals assigned and may be
adjusted by the Firm from time to time.  Charges for
reimbursement may include, among other things, photocopying,
witness fees, travel expenses, filing and recording fees, long
distance telephone calls, postage, express mail and messenger
charges, computerized legal research charges and other computer
services, toll charges for long distance and telecopier charges.

Presently, Mr. Olson informs Judge Aug that Dinsmore's current
hourly rates range from:

               $200 to $335 for partners
               $130 to $300 for of counsel
               $110 to $210 for associates
                $35 to $125 for paralegals

The firm has advised the Debtor that the current hourly rates
applicable to the attorneys and paralegals who will primarily be
representing the Debtor in connection with the Debtor's chapter
11 case are:

    (a) Kim Martin Lewis      - $310 per hour
    (b) Tim Robinson          - $250 per hour
    (c) John B. Persiani      - $195 per hour
    (d) Shaun K. Stuart       - $170 per hour
    (e) Benjamin S. Friedman  - $120 per hour
    (f) Natalie Wheeler       - $120 per hour
    (g) Christina Tocash      - $90 per hour

But the firm makes it clear that there will be other Dinsmore &
Shohl attorneys and paralegals rendering services to the Debtor
during the pendency of this case.

To date, Mr. Olson discloses that the Debtor has given Dinsmore
& Shohl approximately $271,488 for services rendered for the
Debtor from the Debtor's and/or its subsidiaries' operating
funds for its pre-petition services during the period of one
year prior to the Petition Date.

In addition, Mr. Olson says, the Debtor also gave the firm an
advance payment retainer from the Debtor's and/or its
subsidiaries' operating funds of approximately $100,000 for its
pre-petition and post-petition services and expenses to be
rendered or incurred for or on behalf of the Debtor.  According
to Mr. Olson, the Debtor has agreed that any portion of the
advance payment retainer not used to compensate Dinsmore & Shohl
for its pre-petition services and expenses ultimately will be
used by the firm to apply against their other bills, and will be
placed in a segregated account.

Kim Martin Lewis, Esq., a partner in the firm of Dinsmore &
Shohl LLP, assures Judge Aug that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

Though the Firm and certain of its partners, counsel and
associates may have in the past represented, may currently
represent, and likely in the future will represent parties in
interest of the Debtor, Ms. Lewis emphasizes, these are all in
connection with matters unrelated to the Debtor and this case.

Unfortunately, Ms. Lewis admits, Dinsmore & Shohl was not able
to complete its conflicts search due to the large volume of
parties-in-interest in this case.  The firm swears it will file
a supplemental Affidavit when the search is completed.

Ms. Lewis further assures the Court that Dinsmore & Shohl will
periodically review its files during the pendency of this
Chapter 11 case to ensure that no conflicts or other
disqualifying circumstances exist or arise.  "If any new
relevant facts or relationships are discovered or arise, the
Firm will use reasonable efforts to identify such further
developments and will promptly file a Supplemental Affidavit as
Bankruptcy Rule 2014(a) requires," Ms. Lewis states. (Chiquita
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


COMDISCO: Equity Panel Taps Chanin to Replace Water Tower
---------------------------------------------------------
In the light of Water Tower's resignation, the Official
Committee of Equity Security Holders of Comdisco, Inc., wishes
to employ Chanin Capital Partners as its new financial advisor
in these Chapter 11 cases, nunc pro tunc to November 15, 2001.

Michael Yetnikoff, Esq., at Bell, Boyd & Lloyd LLC, in Chicago,
Illinois, informs the Court that the Equity Committee's original
financial advisor, Water Tower Capital, has resigned effective
as of December 7, 2001 and will provide interim transitional
services until that date.

According to Mr. Yetnikoff, the Equity Committee has chosen
Chanin because of the extensive experience and knowledge of its
professionals in the fields of bankruptcy and corporate
reorganization.  Chanin Managing Director Randall L. Lambert
affirms that, "Chanin has considerable experience in assisting
troubled companies and the creditors thereof with analyzing
financial situations and developing and implementing an
appropriate plan to carry out a financial restructuring."

Moreover, Mr. Yetnikoff advises Judge Barliant that Chanin will
retain Sperlinga Advisory as an independent contractor to
perform specific leasing business analysis tasks in connection
with their engagement.  "Sperlinga is a financial advisory
services firm focused on providing financial advice on behalf of
its clients," John Contino, proprietor of Sperlinga Advisory,
relates.  Mr. Contino assures the Court of Sperlinga's
disinterestedness. "Sperlinga will be compensated solely out of
Chanin's fees, and will not seek any separate compensation for
itself," Mr. Contino adds.

In connection with its retention in these cases, Mr. Yetnikoff
continues, Chanin will conduct such financial review and
analysis of the Debtors as Chanin and the Equity Committee deem
appropriate and feasible in order to advise the Equity Committee
in the course of these chapter 11 cases, including:

    (1) Analysis of the Debtors' operations, business strategy,
        and competition in each of its relevant markets as well
        as an analysis of the industry dynamics affecting the
        Debtors;

    (2) Analysis of the Debtors' financial condition, business
        plans, capital spending budgets, operating forecasts,
        management, and the prospects of their future
        performance;

    (3) Financial valuation of the ongoing operations and/or
        assets of the Debtors;

    (4) Assist the Committee in developing, evaluating,
        structuring and negotiating the terms and conditions of
        all potential Plans of Reorganization;

    (5) Estimate the value of the securities, if any, that may
        be issued to equity holders under any such Plan;

    (6) Provide expert testimony with regard to valuation and
        recoveries to equity holders under any such Plan;

    (7) Analyze potential divestitures of the Debtors'
        operations;

    (8) If requested, assist the Committee in developing
        alternative plans including contacting potential plan
        sponsors; and

    (9) Provide the Committee with other and further financial
        advisory services with respect to the Debtors, including
        valuation, general restructuring and advice with respect
        to financial, business and economic issues, as may arise
        during the course of the restructuring as requested by
        the Committee.

According to Mr. Yetnikoff, the Equity Committee proposes that
Chanin be compensated for its services at the rate of $200,000
per month for the first 3 months of its engagement, and $150,000
per month thereafter.  In addition, Mr. Yetnikoff states, Chanin
will also be entitled to a Deferred Fee based upon a percentage
of any distribution received by equity holders.

The Deferred Fee will be based upon the average trading price
(distribution value) of the Debtors' stock or other securities
or the average market value of other assets received by the
equity holders, measured during the first 30 days after the
effective date of any Plan confirmed in these cases, Mr.
Yetnikoff explains.  Specifically, the Deferred Fee will be
calculated thus:

    Distribution Value          Percentage The Firm is Entitled
    ------------------          --------------------------------
(1) less than $150,000,000        none
(2) $150,000,000 - $225,000,000   0.5 %
(3) $226,000,000 - $300,000,000   1.0 %, in addition to any
                                          Deferred Fee for a
                                          Distribution Value
                                          calculated in (2)
(4) $301,000,000 - $450,000,000   1.5 %, in addition to any
                                          Deferred Fee for a
                                          Distribution Value
                                          calculated in (3)
(5) $451 million or above         1.75%, in addition to any
                                          Deferred Fee for a
                                          Distribution Value
                                          calculated in (4)

The Deferred Fee will be paid either in cash or in kind, or any
combination, at Chanin's sole election, Mr. Yetnikoff notes.

Mr. Lambert assures the Court that Chanin:

    (i) does not hold or represent any interest adverse to the
        Debtors' estates;

   (ii) is not a creditor or insider of the Debtors; and

  (iii) does not have an interest materially adverse to the
        interests of the Debtors' estates or of any class of
        creditors or equity security holders, by reason of any
        direct or indirect relationship to, connection with, or
        interest in the Debtors.

"I believe that Chanin is a 'disinterested person' within the
meaning of section 101(14) of the Bankruptcy Code," Mr. Lambert
concludes.

                      *     *     *

On an interim basis, the Court authorizes the Equity Committee
to retain Chanin as financial advisor.  Judge Barliant will
continue the hearing on this motion on December 20, 2001.
(Comdisco Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


DIMAC DIRECT: Has Until February 28 to File Notices of Removal
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
Dimac Direct, Inc.'s motion to extend the time within which the
Debtor may file notices of removal concerning pre-petition
actions through February 28, 2001.

DIMAC Direct, a direct mail services and products subsidiary of
DIMAC Marketing Partners, Inc. filed for chapter 11 protection
on August 2, 2001 in the U.S. Bankruptcy Court for the District
of Delaware. Neil B. Glassman, Esq., Steven M. Yoder, Esq., and
Elio Barrilea Jr., Esq. at The Bayard Firm represent the Debtors
in their restructuring effort. When the company filed for
protection from its creditors, it listed an estimated assets of
$1 million to $10 million and estimated debt of  more than $100
million.


EMAGIN: Considers Filing for Bankruptcy Protection to Reorganize
----------------------------------------------------------------
eMagin Corporation (AMEX:EMA), announced a corporate
restructuring.  The company will be reducing its work force by
approximately two-thirds to 26 people, in order to conserve cash
while operating its fabrication plant to maximize potential cash
flows. While the company continues to seek additional funding,
the Board of Directors is considering all of the company's
options, including filing for bankruptcy protection.

eMagin President and Chief Executive Officer Gary Jones
commented, "We believe we are taking the best possible action in
the interest of all the stakeholders. These are difficult
financial times. We believe that our OLED display technology has
breakthrough possibilities, but we will need to properly fund
the company to realize that potential."

A leading developer of virtual imaging technology, eMagin
combines integrated circuits, microdisplays, and optics to
create a virtual image similar to the real image of a computer
monitor or large screen TV. These miniature, high-performance,
modules provide access to information-rich text, data, and video
which can facilitate the opening of new mass markets for
wearable personal computers, wireless Internet appliances,
portable DVD-viewers, digital cameras, and other emerging
applications. eMagin's intellectual property portfolio is
leveraged by key OLED technology licensed from Eastman Kodak and
joint development programs with IBM and Covion, among others.
OLEDs are emissive devices (i.e., they create light), as opposed
to liquid crystal displays (LCDs) that require a separate light
source. OLED devices use less power and are capable of high
brightness and color. Because the light they emit appears
equally bright from all directions, they are ideal for near to
the eye applications since a small movement in the eye does not
change the image. According to Stanford Resources, a leading
market research firm focusing on the global electronic display
industry, the worldwide market for OLED displays will grow to
$1.6 billion in 2007, or 63% a year over that period. eMagin's
corporate headquarters and microdisplay operations are co-
located with IBM on its campus in East Fishkill, N.Y. Further
information about eMagin and its virtual imaging solutions can
be accessed at http://www.emagin.com


ENRON CORPORATION: Engages Weil Gotshal as Bankruptcy Counsel
-------------------------------------------------------------
Prior to Petition Date, Enron Corporation and its debtor-
affiliates employed Weil, Gotshal & Manges LLP as their
attorneys in preparing for the commencement their chapter 11
cases.  The Debtors want to continue Weil Gotshal's retention
and thus seek the Court's authority to employ Weil Gotshal,
under a general retainer.

Mark E. Haedicke, Managing Director and General Counsel for
Enron Wholesale Services, tells the Court that Debtors chose
Weil Gotshal because of the firm's knowledge of the Debtors'
business and financial affairs.  The Debtors were also impressed
by the firm's extensive general experience and knowledge, and in
particular, its recognized expertise in the field of debtors'
protections and creditors' rights and business reorganizations
under chapter 11 of the Bankruptcy Code.  On top of that, Mr.
Haedicke points out, Weil Gotshal has the necessary background
to deal effectively with many of the potential legal issues and
problems that may arise in the context of the Debtors' chapter
11 cases.

Specifically, the Debtors will look to Weil Gotshal to:

  (a) Take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved, and the preparation of
      objections to claims filed against the Debtors' estates;

  (b) Prepare on behalf of the Debtors, as debtors in
      possession, all necessary motions, applications, answers,
      orders, reports, and papers in connection with the
      administration of the Debtors' estates;

  (c) Assist the Debtors in obtaining confirmation of their
      chapter 11 plan of reorganization; and

  (d) Perform all other necessary legal services in connection
      with these chapter 11 cases.

In return for its services, the Debtors will pay Weil Gotshal at
its customary hourly rates:

               $410 to $700 for members and counsel
               $200 to $450 for associates
                $50 to $175 for paraprofessionals

These rates are adjusted from time to time.  In addition, Weil
Gotshal charges for reimbursement of out-of-pocket expenses
including, secretarial overtime, travel, copying ($0.20 per
page), outgoing facsimiles ($1.00 per page), document
processing, court fees, transcript fees, long distance phone
calls, postage, messengers, overtime meals and transportation.

Mr. Haedicke asserts that Weil Gotshal is most qualified to
represent the interest of the Debtors and their estates.  If
forced to retain a counsel other than Weil Gotshal in connection
with the prosecution of these chapter 11 cases, Mr. Haedicke
argues, the Debtors, their estates and all parties in interest
would be unduly prejudiced by the time and expense necessarily
attendant to such counsel's familiarization with the intricacies
of the Debtors' business, operations and capital structure.

Within the year prior to the commencement of the Debtors'
chapter 11 cases, Mr. Haedicke informs Judge Gonzalez that the
Debtors' paid Weil Gotshal $3,400,000 for professional services
performed and for reimbursement of related expenses relating to
a variety of matters, including corporate affairs, the potential
restructuring of the Debtors' financial obligations and, if
necessary, the commencement of these chapter 11 cases, including
advance retainers, aggregating approximately $7,400,000.  Mr.
Haedicke emphasizes that the Debtors paid these fees and
expenses in the ordinary course of business and through partial
application of an advance retainer.

As of the Petition Date, Mr. Haedicke relates, Weil Gotshal
maintains an advance retainer for services to be performed and
reimbursement of related expenses in the prosecution of these
chapter 11 cases of approximately $4,000,000, which will be
applied to such allowances of compensation and reimbursement of
expenses for Weil Gotshal as may be granted by the Court.

Brian S. Rosen, a member of the firm of Weil, Gotshal & Manges
LLP, assures the Court that: "Neither I, the Firm, nor any
member of, associate of, or of counsel to the Firm represents
any entity other than the Debtors in connection with these
chapter 11 cases".

Mr. Rosen observes that certain inter-relationships exist among
the Debtors.  Nevertheless, Mr. Rosen tells the Court, the
Debtors have advised Weil Gotshal that the Debtors'
relationships to each other do not pose any conflict of interest
because of the general unity of interest among the Debtors.  
"Insofar as I have been able to ascertain, I know of no conflict
of interest that would preclude Weil Gotshal's joint
representation of the Debtors in these cases," Mr. Rosen swears.

Weil Gotshal is a "disinterested person," as that term is
defined in section 101(14) of the Bankruptcy Code, Mr. Rosen
insists.

According to Mr. Rosen, Weil Gotshal was engaged last October
2001 to advise the Debtors in connection with strategic
alternatives and financial restructuring and bankruptcy matters.
In that regard, Mr. Rosen notes, the firm represented Enron
Corp., in connection with its attempted merger with Dynegy.  
Thereafter, upon termination of the merger, Mr. Rosen continues,
Weil Gotshal became primarily responsible for the preparation of
the chapter 11 petitions for the Debtors and the initial
motions, applications, and affidavits relating to these Chapter
11 cases. Additionally, Mr. Rosen says, the firm represents
certain of the Debtors and their affiliated non-debtor entities
in other non-bankruptcy related matters.

Mr. Rosen admits that Weil Gotshal has in the past represented,
currently represents, and may in the future represent entities
that are claimants or interest holders of the Debtors.  But Mr.
Rosen makes it clear that these representations are only in
matters totally unrelated to the Debtors' pending chapter 11
cases. (Enron Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON CORPORATION: S&P Drops Ratings on Five Transactions to D
--------------------------------------------------------------
Standard & Poor's lowered its ratings on five synthetic
transactions related to Enron Corp., and removed them from
CreditWatch with negative implications.

The lowered ratings reflect the Dec. 3, 2001 rating action taken
by Standard & Poor's on Enron Corp., following Enron's Dec. 2,
2001, filing for Chapter 11 bankruptcy protection.

These synthetic issues utilize a credit default swap referencing
Enron Corp. The ratings on these synthetic issues reflect the
current senior unsecured rating of Enron Corp.

                    Outstanding Ratings Lowered
               And Removed From Creditwatch Negative

                   Enron Credit Linked Notes Trust
          $500 Million credit linked notes due 08/15/2005

                         Notes Rating

                         To    From
                         D     CC/Watch Neg

          Enron Credit Linked Notes Trust II $500 million
                  credit linked notes due 05/15/2006

                         Notes Rating

                         To    From
                         D     CC/Watch Neg

                    Enron Euro Credit Linked Notes Trust
           EUR 200 Million credit linked notes due 05/24/2006

                         Notes Rating

                         To    From
                         D     CC/Watch Neg

                 Enron Sterling Credit Linked Notes Trust
           GBP 125 Million credit linked notes due 05/24/2006

                         Notes Rating

                         To    From
                         D     CC/Watch Neg

               Yosemite Securities Trust I $750 Million
                   credit linked notes due 11/15/2004

                         Notes Rating

                         To    From
                         D     CC/Watch Neg


ENRON CORP: Fitch Provides Update on Funding Corp's ABCP Program
----------------------------------------------------------------
Fitch has learned from the issuing and paying agent for the
Enron Funding Corp. (EFC) asset-backed CP program that yesterday
approximately $15.9 million of maturing CP was not repaid on
time.

The delay was caused by a failure of certain liquidity providers
to fund upon instructions from the liquidity agent, Barclays
Bank PLC ('AA+/F1+').  However, the issuing and paying agent has
informed Fitch that following discussions yesterday, all the
liquidity banks have funded and the maturing CP is to be repaid
in full today.

Further, it is Fitch's understanding that a full liquidity draw
has been requested in an amount equal to the remaining value of
the outstanding CP. These funds are expected to be drawn
tomorrow and cash collateralized in order to repay maturing CP
as such comes due. The latest maturing CP is scheduled to mature
on or about January 30, 2002.

These events have not effected Fitch's 'F1+' rating of the
outstanding EFC asset-backed CP.

EFC is a bankruptcy-remote special purpose entity that issues CP
with a maximum tenor of 85 days and uses the proceeds from CP
issuance to make working capital loans to Enron Corp. (Enron)
Initially, the repayment of all loans from EFC are guaranteed by
Enron. However, in the event of a default on the repayment of
any loan from EFC, which would signify a failure of Enron to
honor its guarantee, it is expected that the liquidity facility
will fund the full and timely repayment of maturing CP. Funding
outs for the liquidity facility are limited to the bankruptcy of
EFC and a condition precedent to any liquidity funding is the
existence of the insurance policy from XL Winterthur
International (XLWI) (Financial Strength rating 'AA'). The
liquidity facility has the right to put a claim to XLWI for
reimbursement of any liquidity funding.

XLWI may cancel the insurance policy upon the downgrade of Enron
Corp. below investment grade and upon 90 days notice to EFC. On
Wednesday, November 28, 2001, XLWI issued such notice. Given the
limited funding outs of the liquidity facility combined with the
90-day grace period for the insurance policy cancellation to
take effect and the maximum 85-day CP tenor, Fitch views the EFC
CP as fully supported.


ENRON CORPORATION: Fitch Says Collapse Impacts On 4 CDO Tranches
----------------------------------------------------------------
Given the scope of Enron's activities, the potential
ramifications of the company's unraveling are far-flung,
impacting individual creditors and the global capital markets.
Clearly, Enron was among the most actively traded names in the
global credit derivatives market, which is estimated at $1.2
trillion notional in size. By some estimates, Enron represented
as much as 1% of total notional outstandings, and a significant
portion of this credit derivative exposure resides in synthetic
CDOs. Furthermore, certain institutions with significant lending
exposures to Enron transferred a portion of this risk to the
capital markets in the form of balance sheet-motivated CDOs.

Fitch has identified approximately twenty U.S. and European CDOs
(public and private ratings) that have significant Enron
exposure, primarily via credit default swaps. In total, these
CDOs have $181 million of Enron exposure in portfolios
aggregating $19.5 billion. The Enron exposures are particularly
noteworthy in light of expectations for low recoveries on senior
unsecured corporate obligations (Fitch estimates 20% to 40%).
Synthetic CDOs utilizing cash settlement mechanism may be more
prone recoveries at the low end of estimates, whereas structures
that facilitate physical settlement and deferred loss
recognition may fare better.

The following U.S. and European synthetic CDO tranches have been
placed on RatingWatch negative:

   Helix Inv. Grade Hybrid Transactions (HIGHTS) 2001-1
     
     -- EUR 44 million Asset Backed Floating Rate Notes, 'BBB';

   Helix Inv. Grade Hybrid Transactions (HIGHTS) 2001-6

     -- USD 75 million Asset Backed MTNs, 'BBB';

   BAC Synthetic CLO 2000-1

     -- Class D Floating Rate Notes, 'BB-';

     -- Class E Floating Rate Notes, 'CCC'.

Additionally, Fitch's review of the following European CDO
transactions with Enron exposure has determined that this event,
in and of itself, does not warrant a ratings action:

     - Panther CDO I BV

     - Marylebone Road CBO 3 BV

     - Eurostar II CDO

Enron was clearly a negative event for those CDO transactions
with exposures and, as such, has resulted in a deterioration of
overall credit enhancement levels. Fitch will continue to
actively monitor portfolio ratings migration, credit enhancement
and other performance measures.

For more information on Enron, please refer to the following
press releases issued Friday, Nov. 30, 2001, on Fitch's web site
'www.fitchratings.com':

     -- Fitch: Dynegy Remains On Rating Watch Negative

     -- Fitch on Enron: The Coming Creditor Battle Over Enron's
        Assets

     -- Fitch: Sector Analysis of Enron Exposure - CDOs Most
        Affected


EXIDE TECHNOLOGIES: Moody's Junks Ratings on Weakening Liquidity
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Exide
Technologies, Inc. The rating outlook remains negative while
there is approximately $1.7 billion of debt obligations and bank
credit facilities affected.

Rating Actions
                                                      Rating
Exide Technology                                 TO         FROM
$900 million of senior secured bank              Caa2       B3
credit facilities, (including a $250 million
senior secured revolving credit due 2003;
a $150 million senior secured term loan A
due 2003; and a $500 million senior secured
term loan B due 2005)

$300 million of 10% senior unsecured notes       Ca         Caa2
due 2005

Exide Holding Europe, S.A.
DM 175 million of 9.125% senior unsecured        Ca         Caa2
global notes due 2004

$398 million of 2.9% convertible senior          C          Ca
subordinated notes due 2005;

senior implied rating                            Caa2       Caa1

senior unsecured issuer rating                   Ca         Caa2

Moody's said that the rating actions and negative outlook
reflect Moody's increasing concerns about Exide's current
liquidity crisis and the big probability that Exide will default
on its bond interest payment requirements within the next year.
Moody's is additionally concerned that Exide's customers may
look to alternative suppliers for both existing and new battery
contracts if Exide's financial situation deteriorates further.

The retention of Jay Alix & Associates and The Blackstone Group
has also affected the rating action, the rating agency added.
The company wishes to streamline and rationalize Exide's
organization structure to eliminate redundant and unnecessary
overhead.

Exide is a global leader of stored electrical energy solutions.
Transportation, network and motive power batteries are produced
for a broad range of uses within the industrial and
transportation aftermarket and original equipment markets. The
Company is now headquartered in Princeton, New Jersey.


EXODUS COMMS: Gets Okay to Hire Hilco as Asset Disposition Agent
----------------------------------------------------------------
Exodus Communications, Inc., and its debtor-affiliates obtained
authority from the Court to employ and retain a joint venture
composed of Hilco Industrial, LLC and Henry Butcher
International as their asset disposition agent, nunc pro tunc to
October 8, 2001.

The professional services that the Hilco Joint Venture will
be required to render to the Debtors include:

A. Review with the Debtors their strategic objectives with
   respect to each IDC that the Debtors select to close and
   advise the Debtors on how best to implement such strategy;

B. Review the IDC assets located at each IDC that the Debtors
   select to close and identify to the Debtors those IDC
   assets at such site that can be sold at the IDC, or removed
   from the IDC and sold at a separate location, in a manner
   that will yield net sale proceeds in excess of the removal
   and disposition expenses of such assets;

C. Provide the Debtors for each selected IDC a removal and
   disposition budget for the IDC assets;

D. Consult with the Debtors on any other assets that the Debtors
   desire to dispose and how best to maximize the value of
   such assets;

E. Coordinate for the Debtors the retention of mechanical,
   electrical and other contractors to provide the necessary
   services in connection with the closing of each selected
   IDC to remove the IDC assets from the IDCs and prepare the
   IDCs, if leased, for turnover to the landlord pursuant to a
   budget approved by the Debtors and a protocol for the
   removal of assets;

F. Develop for each selected IDC site a timetable for the sale
   or removal of the relevant assets from each IDC and implement
   that closure timetable with the contractors;

G. Market and sell the IDC assets and the additional assets by
   private or public sales or auctions at the IDCs or at other
   locations selected by Agent;

H. Provide the Debtors with mutually agreed upon reporting of
   the progress of all asset sales and expenses versus budget;

I. Provide such other related services necessary or prudent
   under the circumstances. (Exodus Bankruptcy News, Issue No.
   8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Gets Court's Nod to Hire Sidley as Lead Counsel
--------------------------------------------------------------
Federal-Mogul Corporation obtained Court approval to employ and
retain the New York-based law firm of Sidley Austin Brown & Wood
as its general and lead bankruptcy counsel.

Federal-Mogul will look to Sidley:

(A) to provide legal advice with respect to the Debtors' powers
    and duties as debtors-in-possession in the continued
    operations of their business and management of their
    properties;

(B) to provide legal advice with respect to the Administrators'
    powers and duties in the administration of the Cross Border
    Debtors' businesses and management of their properties;

(C) to take all necessary action to protect and preserve the
    Debtors' estates, including prosecuting actions on behalf of
    the Debtors, defending any actions commenced against the
    Debtors, negotiating all litigation in which the Debtors are
    involved, and objecting to claims files against the Debtors'
    estates;

(D) to prepare on behalf of the Debtors and Administrators all
    necessary motions, answers, orders, reports, and other legal
    papers in connection with the administration of the Debtors'
    estates;

(E) to perform all other legal services to the Debtors and
    Administrators in connection with both these chapter 11
    cases and the UK administration, and with the formulation
    and implementation of the Debtors' plan of reorganization;

(F) to advise and assist the Debtors regarding all aspects of
    the plan confirmation process, including securing the
    approval of a disclosure statement by the Bankruptcy Court
    and the confirmation of a plan at the earliest possible
    date;

(G) to give legal advice and perform legal services with respect
    to general corporate matters and advice and representation
    with respect to obligations of the Debtors, their Board of
    Directors and officers and the Administrators;

(H) to give legal advice and perform legal services with respect
    to matters involving the negotiation of the terms of and the
    issuance of corporate securities, matters related to
    corporate governance and the interpretation, application,
    amendment of the Debtors' corporate documents, including
    their Certificates of Incorporation, by-laws and materials
    contracts, and matters involving stockholders and the
    Debtors' and Administrators' legal duties towards them;

(I) to give legal advice and perform legal services with respect
    to real estate and tax issues related to all of the
    foregoing;

(J) to advise the Administrators with respect to their duties as
    administrators in this unique circumstance; and

(K) to render such services as may be in the best interest of
    the Debtors in connection with any of the foregoing, as
    agreed upon by Sidley and the Debtors. (Federal-Mogul
    Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
    Inc., 609/392-0900)


GREAT ATLANTIC: Gets Consents to Amend 7.70% Sr. Notes Indenture
----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc. (NYSE:GAP)
announced that it has increased the price of its tender offer to
purchase any and all of its outstanding 7.70% Senior Notes due
2004 and that it has received the requisite consents in its
related consent solicitation to eliminate certain events of
default and certain covenants in the indenture governing the
notes as they relate to the notes. The tender offer and the
consent solicitation were announced on November 19, 2001.

Under the revised terms of the tender offer and the consent
solicitation, A&P will now purchase for cash tendered notes at a
purchase price for each $1,000 principal amount of tendered
notes equal to $1,062.50 plus accrued and unpaid interest on
such principal amount to the payment date. The previous purchase
price was $1,045 for each $1,000 principal amount of tendered
notes plus accrued and unpaid interest on such principal amount
to the payment date. The purchase price continues to include a
consent payment of $30.00 for each $1,000 principal amount of
tendered notes. A&P will pay the full purchase price (including
the consent payment) to all holders that tender notes on or
prior to the expiration date of the tender offer, which is 11:59
P.M., New York City time, on December 17, 2001.

As of 5:00 p.m., New York City time, on December 3, 2001, A&P
had received tenders and consents from the holders of
approximately $113 million in principal amount of the notes,
constituting a majority in aggregate principal amount of the
outstanding notes. A&P and the trustee will execute the
supplemental indenture today.

Lehman Brothers Inc. is acting as the sole Dealer Manager and
Solicitation Agent for the tender offer and the consent
solicitation. The Information Agent is D.F. King & Co., Inc. and
the Depositary is JPMorgan Chase Bank.


HASBRO INC: Fitch Rates $225MM Convertible Senior Notes At BB
-------------------------------------------------------------
Fitch assigns a 'BB' rating to Hasbro, Inc.'s new $225 million
2.75% convertible senior notes due 2021. Proceeds from the
issuance are being used to refinance existing debt. At the same
time the company's 'BB+' rated $650 million secured revolving
credit facility and 'BB' rated $1.15 billion existing senior
notes and debentures are affirmed. The Rating Outlook remains
Negative, reflecting ongoing softness in the traditional toy
business.

Hasbro's ratings reflect its strong market position as the
second largest toy and game company and diverse product mix,
with particular strength in games and boys' toys. Key brands
include Pokemon, Tonka and Playskool as well as games such as
Monopoly, Clue and Yahtzee. The rating also considers the
company's weakened financial profile as well as uncertainty
regarding the success of its strategic shift away from licensed
properties and hot toys towards its core brands. Hasbro
announced a restructuring plan to refocus on its core brands and
reduce its reliance on licensed product in late 2000. As part of
the restructuring, Hasbro closed certain domestic offices,
consolidating its toy business, in order to refine its operating
cost structure. In addition, in the third quarter of 2001,
Hasbro announced additional restructurings to shift certain of
its Tiger businesses to the U.S. Toys business. Initial results
from the restructuring appear favorable as operating
profitability (measured by EBITDA/sales) increased to 13.2% in
the first nine months of 2001 from 11.8% in the same period last
year.  However, profitability remains significantly lower than
pre-2000 levels and the ultimate success of these initiatives
remain uncertain.

The softness in the toy business combined with losses stemming
from its Hasbro Interactive and Game.com businesses (both now
sold) weakened the company's financial profile significantly in
2000. More recently, weak sales at its Tiger unit have impaired
the recovery in bondholder protection measures anticipated for
2001. Fitch expects the changes being implemented to improve
Hasbro's business profile, but restoration of its credit
measures may take some time.


HAYES LEMMERZ: Files Voluntary Chapter 11 Petitions in Delaware
---------------------------------------------------------------
Hayes Lemmerz International, Inc., (NYSE: HAZ), a leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components, announced that it and its direct and indirect
domestic subsidiaries and one subsidiary in Mexico have filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code, to reduce their debt and strengthen their
competitive position.

The Company has received commitments for up to $200 million in
debtor-in-possession (DIP) financing from a group of lenders led
by CIBC World Markets Corp., that will be used to fund post-
petition operating expenses and to meet supplier and employee
obligations.

"The Chapter 11 filings were precipitated by declining market
conditions and the Company's excessive debt burdens," said
Curtis Clawson, chairman and chief executive officer.  "This
step will give us the flexibility to reduce our debt and
restructure our balance sheet.  We fully expect to emerge from
Chapter 11 as a stronger, more competitive company than we are
today."

"The overburdened debt structure arose from a number of recent
developments, including a slow down in industry demand, a more
challenging operating environment, and a series of cash
acquisitions," Mr. Clawson added.

            International Operations Excluded
              From Filing and Remain Strong

None of the Company's operations outside the U.S., with the
exception of the Nuevo Laredo plant in Mexico, are included in
the filing.  There should be no impact on the ability of non-
U.S. entities to continue to meet the needs of their customers
and employees, and their financial obligations to their vendors
and other creditors.  The Company's joint ventures (in Portugal,
Mexico, and Turkey) are also not included in the filings.

"Our operations outside North America are stronger than ever.  
For example, we have increased capacity at our aluminum wheel
facility in the Czech Republic, to meet strong demand," Mr.
Clawson said.  "Once the restructuring is complete, our
international operations should be in an even stronger
competitive position, because any uncertainties related to the
parent company's financial situation will have been resolved."

               Company Will Fulfill Customer
                 and Employee Obligations

Mr. Clawson stressed that the Company expects that the
restructuring process generally will have no impact on the
Company's abilities to fulfill its obligations to its employees
or to its worldwide customer base.  "During the restructuring
period and beyond, we will continue to operate as one of the
world's leading automotive suppliers.  We remain committed to
providing the highest quality products and services, as our
customers expect.  Furthermore, we fully expect that our major
vendors and customers will support the steps taken today as part
of our program to remain one of the premier automotive
suppliers.  Vendors will be paid for all supplies furnished and
services rendered after the filing date."

"With our DIP financing and the protections provided under
Chapter 11 for post-petition purchases, we are confident our
suppliers and customers will continue to support us while we
complete our restructuring.  Moving forward, we will continue to
service our existing customers, renew current contracts and
develop new business," Mr. Clawson said.

Through "first day" motions, the Company has requested that the
Court authorize certain actions, including entering into the DIP
financing arrangement, continuing wages and benefits to
employees without interruption, and permitting the Company to
pay certain pre-petition obligations to various businesses that
are integral to the Company's operations including shippers.

However, during the restructuring period, no principal payments
will be paid on indebtedness incurred prior to the filing until
a proposed plan of reorganization defining the payment terms has
been prepared by the Company and approved by the Court.

         Operational and Management Changes at the Company

While the Chapter 11 filing is intended to resolve the Company's
balance sheet problem, Hayes Lemmerz has also been working to
improve its operations. "Our recent actions to improve
operational efficiencies prior to the filing have included major
changes in our management team, an 11 percent reduction in
salaried work force in our North American operations, additional
early retirements, and closure of two under-utilized
manufacturing plants," said Mr. Clawson.  "We will continue to
aggressively improve our operations so that we have the most
satisfied customers, the lowest costs, and the best people in
the industry.  This restructuring plan is a necessary step
toward these goals."

In addition to Mr. Clawson, who was named chairman and CEO in
August, new senior management at the Company include a new chief
financial officer, a president of the recently formed North
American Wheels Business Unit (a new position), a new president
of the Suspension Components Business Unit, a new president of
the Commercial Highway and Aftermarket Services Division, a vice
president of Industry Relations (a new position), and a
corporate vice president of materials and logistics (a new
position).

The previously announced plant closures involve facilities at
Petersburg, MI, and Bowling Green, KY.  Additional plant
closures may be necessary to ensure operational efficiency.  
"Although Hayes Lemmerz has experienced operational problems at
some facilities, our new management team is aggressively
addressing those issues.  We are confident that our financial
restructuring will enhance the underlying strength of our global
operations that have made us the market leader," Mr. Clawson
said.

"Since the recruitment of a new management team, starting with
my appointment in August, we have been hard at work identifying
and taking action on several business and financial
opportunities," according to Mr. Clawson.

The Company also noted that it has begun implementing several
additional initiatives to improve operating efficiencies.  These
initiatives include: centralizing core functions such as
engineering, purchasing and finance; increasing plant
productivity by examining ways to reduce all forms of waste and
rationalizing capacity in the plants; and building a top-grade
team of the industry's most talented and dedicated employees.  
The Company is confident that these initiatives will ensure its
long-term viability.

           Court Filing and Procedural Information

The entities included in the filing are:  Hayes Lemmerz
International, Inc., Hayes Lemmerz International - California,
Inc., Hayes Lemmerz International - Georgia, Inc., Hayes Lemmerz
International - Homer, Inc., Hayes Lemmerz International -
Howell, Inc., Hayes Lemmerz International - Huntington, Inc.,
Hayes Lemmerz International - Kentucky, Inc., Hayes Lemmerz
International - Mexico, Inc., Hayes Lemmerz International -
Ohio, Inc., Hayes Lemmerz International - Texas, Inc., Hayes
Lemmerz Funding Company, LLC, Hayes Lemmerz Funding Corporation,
HLI (Europe), Ltd., HLI Netherlands Holdings, Inc., Hayes
Lemmerz International - CMI, Inc., Hayes Lemmerz International -
Bristol, Inc., Hayes Lemmerz International - Cadillac, Inc.,
Hayes Lemmerz International - Equipment & Engineering, Inc.,
Hayes Lemmerz International - Laredo, Inc., Hayes Lemmerz
International - Montague, Inc., Hayes Lemmerz International -
PCA, Inc., Hayes Lemmerz International - Petersburg, Inc., Hayes
Lemmerz International - Southfield, Inc., Hayes Lemmerz
International - Technical Center, Inc., Hayes Lemmerz
International - Transportation, Inc., Hayes Lemmerz
International - Wabash, Inc., HLI - Summerfield Realty Corp.,
HLI Realty, Inc., Hayes Lemmerz International Import, Inc., CMI
- Quaker Alloy, Inc., HLI Ventures, Inc., Industrias Fronterizas
HLI, S.A. de C.V.

The Company's non-U.S. entities, which are not included in the
filing, are as follows:  Hayes Lemmerz International - Frenos,
S.A. de C.V., Motor Wheel Corporation of Canada, Ltd., EMAC R&D
Corporation, Hayes Lemmerz Mexico, S.A. de C.V., CMI - Europe
Netherlands Holdings B.V., Hayes Lemmerz, S.p.A., Hayes Lemmerz
Barcelona, S.A., Hayes Lemmerz Autokola, a.s., Hayes Lemmerz,
Alukola, s.r.o., HL Holdings B.V., Hayes Lemmerz Holding GmbH,
Hayes Lemmerz Hungary Consulting Limited Liability Company,
Hayes Lemmerz Werke GmbH, Metaalgieterij Giesen Holding B.V.,
Metaalgieterij Giesen B.V., Metaal Industrie Bergen B.V., Hayes
Lemmerz Manresa, SPRL, Hayes Lemmerz Werke
Wohnungsbaugesellschaft mbH, Hayes Lemmerz Schenk GmbH, Hayes
Lemmerz System Service GmbH, Hayes Lemmerz System Services N.V.,
Hayes Lemmerz Systems Services CR, s.r.o., Hayes Lemmerz Belgie,
B.V.B.A., Hayes Lemmerz Comerico e Participacoes SRL, Hayes
Lemmerz- Inci-Jant Sanayi, A.S., Borlem S.A. Empreendimentos
Industrias, Borlem Alumino Ltda., Kalyani Lemmerz Limited,
Automotive Overseas Investments (Proprietary) Limited, Siam
Lemmerz Co., Ltd., Hayes Lemmerz Japan, Ltd., Hayes Lemmerz
Fabricated Holdings B.V., Hayes Lemmerz Siam Co., Ltd., N.F Die
Casting (Proprietary) Ltd., Vicbank Investments (Proprietary)
Ltd., Dotz Wheels GmbH, and certain other entities.

The voluntary petitions were filed in the U.S. Bankruptcy Court
for the District of Delaware, in Wilmington.

Hayes Lemmerz common stock is listed on the New York Stock
Exchange (NYSE: HAZ).  Whether the stock will continue to trade
on the NYSE following the Company's Chapter 11 filing is
entirely at the discretion of the NYSE, the Company said.

More information about Hayes Lemmerz is available on the
Internet at http://www.hayes-lemmerz.com   A detailed history  
of the Company, including its acquisitions since being founded
in 1908, is available at
http://www.hayes-lemmerz.com/about/html/history.html  

Hayes Lemmerz International, Inc. is one of the world's leading
global suppliers of automotive and commercial highway wheels,
brakes, powertrain, suspension, structural and other lightweight
components.  The Company has 46 facilities and 3 joint ventures
and 14,000 employees worldwide.  Of the total, 22 plants in the
United States and one plant in Nuevo Laredo, Mexico are included
in the Chapter 11 filings.

                          *  *  *

According to DebtTraders, Hayes Lemmerz's 11.875% bond due in
2006 (HAYES1) trades between 38.500 and 40.500. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HAYES1 for  
real-time bond pricing.
                

HAYES LEMMERZ: Case Summary & 50 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Hayes Lemmerz International, Inc.
             a.k.a Hayes Wheels International, Inc.
             a.k.a Hayes Wheels
             a.k.a Hayes Wheels International
             a.k.a Western Wheel
             15300 Centenial Drive
             Northville, MI 48167

Bankruptcy Case No.: 01-11490

Debtor affiliates filing separate chapter 11 petitions:

             Entity                              Case No.
             ------                              --------
             Hayes Lemmerz International -
             California, Inc.                    01-11493
             Hayes Lemmerz International -
             Georgia, Inc.                       01-11495
             Hayes Lemmerz International -
             Homer, Inc.                         01-11498
             Hayes Lemmerz International -
             Howell, Inc.                        01-11500
             Hayes Lemmerz International -
             Huntington, Inc.                    01-11502
             Hayes Lemmerz International -
             Kentucky, Inc.                      01-11504
             Hayes Lemmerz International -
             Mexico, Inc.                        01-11505
             Hayes Lemmerz International -
             Ohio, Inc.                          01-11506
             Hayes Lemmerz International -
             Texas, Inc.                         01-11507
             Hayes Lemmerz Funding Company, Llc  01-11508
             Hayes Lemmerz Funding Corporation   01-11509
             Hli (Europe), Ltd.                  01-11510
             Hli Netherlands Holdings, Inc.      01-11511
             Hayes Lemmerz International -
             CMI, Inc.                           01-11513
             Hayes Lemmerz International -
             Bristol, Inc.                       01-11516
             Hayes Lemmerz International -
             Cadillac, Inc.                      01-11517
             Hayes Lemmerz International -
             Equipment & Engineer                01-11518
             Hayes Lemmerz International -
             Laredo, Inc.                        01-11519
             Hayes Lemmerz International -
             Montague, Inc.                      01-11520
             Hayes Lemmerz International -
             PCA, Inc.                           01-11521
             Hayes Lemmerz International -
             Petersburg, Inc.                    01-11523
             Hayes Lemmerz International -
             Southfield, Inc.                    01-11524
             Hayes Lemmerz International -
             Technical Center, Inc               01-11525
             Hayes Lemmerz International -
             Transportation, Inc.                01-11526
             Hayes Lemmerz International -
             Wabash, Inc.                        01-11527
             HLI - Summerfield Realty Corp.      01-11528
             HLI Realty, Inc.                    01-11529
             Hayes Lemmerz International
             Import, Inc.                        01-11530
             CMI - Quaker Alloy, Inc.            01-11531
             HLI - Ventures, Inc.                01-11532
             Industrias Fronterizas Hli,
             S.A. de C.V.                        01-11533

Type of Business: The Company is a leading supplier of  
                  suspension module components to the global
                  automotive and commercial highway markets.
                  The Company's products for the suspension
                  module include wheels, wheel-end attachments,
                  aluminum structural components and automotive
                  brakes components. The Company is the world's
                  largest manufacturer of automotive wheels and
                  a largest manufacturer of automotive wheels
                  and a large manufacturer of wheel-end
                  attachments, aluminum structural and
                  automotive brake products. The Company also
                  designs and manufactures wheels and brake
                  components for commercial highway vehicles,
                  powertrain components, engine components, and
                  aluminum non-structural components for the
                  automotive heating and general equipment
                  industries.

Chapter 11 Petition Date: December 5, 2002

Court: District of Delaware

Debtors' Counsel: Eric Ivester, Esq.
                  Skadden, Arps, Slate, Meager & Flom
                  333 West Wacker Drive
                  Chicago, IL 60606
                  Tel: 312 407 0700

                           -and-

                  Mark S. Chehi, Esq.
                  Skadden, Arps, Slate, Meager & Flom
                  One Rodney Square
                  Wilmington, DE 19899
                  Tel: 302 651 3155
                  Fax: 302 651 3001

Total Assets: $2,801,500,000

Total Debts: $2,659,800,000

Debtors' 50 Largest Consolidated Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Bank of New York            Notes                 $402,860,800
Paul Schmarzel
5 Penn Plaza, 13th Floor
New york, NY 10001
Tel: 212 896 7172
Fax: 212 586 7298

BNY Midwest Trust Company   Notes                 $316,031,300
Dan Donovan
2 North LaSalle Street
Suite 1020
Chicago, IL 60602
Tel: 312 827 8547
Fax: 312 827 8542

US Bank Trust N.A.          Notes                 $249,515,800
Jum Kowalski
535 Griswold St.
Suite 550
Detroit, MI 48226
Tel: 313 234 4716
Fax: 313 963 9428

Bank of New York            Notes                 $233,046,500
Paul Schmalzel
5 Penn Plaza, 13th Floor
New york, NY 10001
Tel: 212 896 7172
Fax: 212 586 7298

Hayes Lemmerz Inc.          Pension Plan           $30,000,000
Retirement Income Plan
Arthur Doner, Jr.
Comerica Bank Trustee
411 West Lafayette
Detroit, MI 48226
Tel: 313 222 4159
Fax: 313 222 7041

Alcoa, Inc.                 Trade Debt              $9,573,820
Richard Kelson
201 Isabella St.
Pittsburgh, PA 15212
Tel: 415 533 4545
Fax: 415 533 4498

National Steel Corporation  Trade Debt              $4,770,451
Kirk A. Sobecki
4100 Edison Lakes Pkwy
Mishawaka, IN 46545
Tel: 219 273 7000
Fax: 219 273 7579

Wheland Automotive          Trade Debt              $4,046,745
Industries
Wayne Surbaugh
2800 Broad St.
Chattanooga, TN 37402
Tel: 423 265 3181
Fax: 423 756 6089

Industrial Systems          Trade Debt              $3,581,707
Associates, Inc.
Michale Bonner
3220 Tillman Dr. #200
Bensalem, PA  19020
Tel: 215 322 1100
Fax: 215 633 4425

The LTV Corporation         Trade Debt              $1,850,210
Thomas Garret, Jr.
200 Public Square
Cleveland, OH 44114
Tel: 216 622 5000
Fax: 216 622 1931

Alean, Inc.                 Trade Debt              $1,833,283
Geoffery Merszei
1188 Sherbrooke St. West
Montreal, Quebec H3A 3G2
Tel; 514 848 8000
Fax: 514 848 8115

Pechiney Sales Corporation  Trade Debt              $1,811,658
Olivier Mallet
475 Steamboat Rd.
Greenwich, CT06830
Tel: 203 622 8300
Fax: 202 622 8322

McKechme Vehicle            Trade Debt              $1,756,104
Components USA, Inc.
Stuart G. Moberly
5440 Corporate Dr. #100
Troy, MI 48098
Tel: 248 641 4700
Fax: 248 641 4731

Ann Arbor Machines Co.      Trade Debt              $1,246,870
Randy Biddix
5800 Sibley Rd.
Chelsea, MI 48118
Tel: 734 475 0505
Fax: 734 475 4336

Webash Alloys LLC           Trade Debt              $1,121,721
Greg Buller
4524 W. Old 24
Wabash, IN 46992
Tel: 219 563 7461
Fax: 219 563 5997

Wescast Industries, Inc.    Trade Debt              $1,049,565
Raymond T. Finnie
100 Water St.
Wingham, Ontario
Canada NOG 2W00
Tel: 519 357 4447
Fax: 519 357 4124

PPG Industries, Inc.        Trade Debt              $1,006,234
Raymond W. LeBoeuf
One PPG Place
Pittsburgh, PA 15272
Tel: 412 434 3131
Fax: 412 434 2571

Dubal America, Inc.         Trade Debt                $958,602
Julie Dayna
111 West Port Plaza, Suite 704
St. Louis, MO 63146
Tel; 314 434 3500 x 111
Fax: 314 434 2196

Hydro Aluminu,              Trade Debt                $921,305
Louisville, Inc.
Jeff Woosley
9400 williamsburg Plz #120
Louisville, KY 40222
Tel: 502 426 7100
Fax: 502 423 8071

Rouge Industries, Inc.      Trade Debt                $920,350
Gary Latenderess
3001 Miller Road, Rm. 2377
Dearborn, MI 48121-2377
Tel: 313 323 1541
Fax: 313 845 0199

Kuntz Electoplating, Inc.   Trade Debt                $844,147
Paul Kuntz
851 Wilson Ave.
Kitchners, Ontario N2C
Tel: 519 893 7680
Fax: 519 893 5431

Spinie Manufacturing        Trade Debt                $834,976
Co., Ltd.
W. George Sims
285 Massey Rd.
Guelph, Ontario
Canada N1K 1B2
Tel 519 763 0704
Fax: 519 763 2972

Boeing Capital Corp/        Trade Debt                $751,072
MDFC Leasing Corp.
Steve Vogodeing
4060 Lakewood Blvd.
6th Floor
Long Beach, CA 90808
Tel: 562 997 3441
Fax: 562 997 3331

Lake Eric Steel Company     Trade Debt                $729,724
c/o Stelco Inc.
Murk Steiman
100 King Street W.
Hamilton, Ontario L8P 1A2
Tel: 905 528 2511
Fax: 905 577 4412

Auburn Foundry, Inc.        Trade Debt                $724,855
Thomas B. Walsh
635 W. 11th St.
Auburn, IN 46706
Tel: 219 925 0900
Fax: 219 925 5137

Reich Industries            Trade Debt                $688,914
Peter Reich
4850 Commerce Dr.
PO Box 218
Trussville, AL 35173
Tel: 205 655 2121
Fax: 205 655 2123

Albion Township             Trade Debt                $649,730
Ginny Schultz
25470 F. Drive S.
Homer, MI 49245
Tel: 517 629 2289

DTR Industries              Trade Debt                $620,129
Dave Kraback
320 Snider Rd.
Bluffton, OH 45817-9573
Tel: 419 358 2121
Fax: 419 358 9331

Asama Coldwater             Trade Debt                $582,066
Manufacturing
Denny Durham
180 Asama Parkway
Coldwater, MI 49036
Tel: 517 279 1090
Fax: 517 279 1091

Production Pattern Company  Trade Debt                $579,166
Tom Wilson
560 Solon Road
Bedford, OH 44146
Tel: 440 439 3243
Fax: 440 439 0918

Henkel Surface              Trade Debt                $572,989
Technologies
Russ Murphy
32100 Stephenson Hwy
Madison Heights, MI 48071
Tel: 248 583 9300
Fax: 248 583 2976

Arcway, Inc.                Trade Debt                $567,931
Chief Financial Officer
8525 Clinton Road
Cleveland, OH 44144
Tel: 216 651 9022
Fax: 216 634 2515

GE Capital                  Trade Debt                $547,674
Chief Financial Officer
44 Old Ridgebury Rd.
Danbury, CT 06810
Tel: 203 796 1000

Kromag Metallindurie        Trade Debt                $528,474
GesmbH
Chief Financial Officer
Leobersdorfer Strabe 24
A-2552 hirtenberg
Tel: 022 56/81 12 54 30
Fax: 022 56/81 12 54 39

G&S Metal                   Trade Debt                $516,866
Richard Panariello
50 Dimension Ave.
wabash, IN 46992
Tel: 219 569 9184
Fax: 219 563 0857

Comalco, Ltd.               Trade Debt                $476,267
Chief Financial Officer
ACN 004 502 694 Level 25
12 Creek St.
Bribane, Queensland
Australia 4000
Tel: 61 7 3867 1711
Fax: 61 7 3867 1775

Honda of America            Trade Debt                $465,823
Manufacturing, Inc.
Shinichi Sukamoto
2400 honda Pkwy
Marysville, OH 43040
Tel: 310 783 2000
Fax: 310 783 2110

E&R Industrial Sales        Trade Debt                $446,269
Ted Trimbath
408000 Enterprise Dr.
Sterling Heoghts, MI 48314
Tel: 810 795 2400
Fax: 810 795 2553

Waupaca Foundry, Inc.       Trade Debt                $433,249
Gary Thoe
311 Tower Rd. PO Box 249
Waupaca, WI 54981
Tel: 715 258 6611
Fax: 715 258 9268

Missouri Public Service     Utility Debt              &430,938
Energy One
10700 E. 350 Highway
Kansas City, MO 64138
Tel: 816 737 7445
Fax: 816 737 7921

Moeller Manufacturing Co.   Trade Debt                $390,347
David Mollering
30100 Beck Rd.
Wixom, MI 48393
Tel: 734 416 0000
Fax: 734 416 2200

BASF Corporation            Trade Debt                $389,085
Hans U. Engel
3000 Continental Dr. N.
Mount Olive, NJ 07828-1234
Tel: 973 426 2600
Fax: 973 426 2610

City of Gainsville          Trade Debt                $372,927
City Manager
118 Jesse Jewell Pkwy SE
Gainesvilel, GA 30501
Tel: 770 535 5639

Michigan ARC Products Inc.  Trade Debt                $348,322
Jim Colosimo
2040 Austin
Troy, MI 48083
Tel: 248 740 8066
Fax: 248 740 8067

Motion Industries, Inc.     Trade Debt                $330,048
William Stevens
1605 Alton Road
Birmingham, AL 35210
Tel: 205 956 1122
Fax: 205 957 5290

Proper Mold &               Trade Debt                $325,303
Engineering, Inc.
Chief Financial Officer
13870 E. 11 Mile Rd.
Warren, MI 48089
Tel: 810 779 8787
Fax: 810 779 4530

Delphi Automotive Systems   Trade Debt                $319,335
Allen Dawes
5725 Delphi Dr.
Tel: 248 813 2000
Fax: 248 813 2108

Stelco USA, Inc.            Trade Debt                $315,435
Mark Steiman
2855 Coolidge Hwy #203
Troy, MI 48084-3216
Tel: 248 649 3460
Fax: 248 649 1104

Lemforder                   Trade Debt                $312,427
Albert Allen
55 Baker Blvd.
Brewer, ME 04412
Tel: 207 989 1310
Fax: 207 989 8722

Gosiger, Inc.               Trade Debt                $312,164
Patrick Mara
4104 Bishop Lane
Louisville, KY 40218
Tel: 502 962 8592
Fax: 502 962 9889


INTEGRATED HEALTH: Plan's Classification & Treatment of Claims
--------------------------------------------------------------
Rotech Medical Corporation and its direct and indirect
subsidiaries, have filed a Plan of Reorganization that relates
only to the Rotech Debtors and does not address claims against
or equity interests in Integrated Health Services, Inc., or any
of IHS' other direct and indirect subsidiaries.  The IHS Debtors
contemplate proposing at a later date a separate plan or plans
of reorganization for the IHS Debtors.  The recoveries stated in
the Plan represent the Rotech Debtors' best estimates of those
values given the information available at this time.

          Description and Treatment of Class 3 Claims

Class 3 is by far the largest Class of Claims against the Rotech
Debtors. The prepetition claims in this Class will be deemed
Allowed Claims in the aggregate amount of approximately
$2,326,354,000.00. The precise amount of the Allowed Senior
Lender Claims will be fixed on or before the hearing for
approval of the Disclosure Statement and will be included in the
actual Disclosure Statement distributed to creditors for voting
purposes.

Description:

This Class consists of the Claims arising from the Rotech
Debtors' guarantee of the prepetition Claims with respect to the
Senior Lender Agreements and certain termination claims arising
under swap agreements. The Senior Lender Agreements consist of
the Credit Agreement and the Participation Agreement.

All obligations of Integrated Health Services, Inc., as
borrower, under the Credit Agreement were guaranteed by
substantially all of IHS' direct and indirect subsidiaries
(including the Rotech Debtors) then existing or formed or
acquired after the date of the Credit Agreement. A Guarantor
Subsidiary's obligations were secured by the stock of another
Guarantor Subsidiary owned by that Guarantor Subsidiary and
certain other assets, including "upstream" intercompany debt and
certain intellectual property rights. In addition, IHS directly
secured its obligations under the Credit Agreement by granting
to the lenders party a security interest in the stock of  
substantially all direct subsidiaries and certain other assets
of IHS, including debt owed to it by the Guarantor Subsidiaries.

The swap termination Claims arise from the prepetition
termination of certain interest rate hedging agreements between
Citibank N.A. and IHS as set forth in the ISDA Master Agreement,
dated as of March 3, 1997, and confirmations issued thereunder,
between Citibank and IHS. Prior to the commencement of the
chapter 11 cases, IHS hedged a portion of the floating interest
rate risk associated with the obligations under the Credit
Agreement. In accordance with the Credit Agreement, IHS'
obligations under those hedging agreements were secured by the
collateral securing the other Senior Lender Claims. Citibank
asserted $2,759,152.18 of Claims against IHS and its
subsidiaries (including the Rotech Debtors) due to the
termination of the hedging agreements.

Certain properties, chiefly the IHS headquarters buildings, were
financed through a "synthetic lease," under which ownership of
the properties is held by a trust and the properties are leased
to one or more IHS subsidiaries. Lending institutions
participated in this financing through the Participation
Agreement, and the obligations thereunder are secured by a
mortgage on these facilities. In addition, among other things,
the lease obligations are guaranteed by IHS and substantially
all of its subsidiaries, including by later amendments to the
original guaranty, the Rotech Debtors.

Pursuant to subordination provisions contained in the
Convertible Subordinated Debenture Indenture, the Claims in
Class 6 (Convertible Subordinated Debenture Claims) are
subordinated to the Claims in Class 3 (Senior Lender Claims).
The effect of these subordination provisions is to require that
all distributions that would otherwise be made to the holders of
Claims in Class 6 be made to the holders of Senior Lender
Claims.

Treatment:

Class 3 will receive

-- 100% of the New Common Stock (subject to dilution);

-- the Net Distributable Cash; and

-- In the event that the High Yield Offering is not consummated,
   100% of the Senior Subordinated Notes, or if it is partially
   consummated, Senior Subordinated Notes aggregating the
   difference between $300 million and the principal amount of
   the Senior Subordinated Notes issued pursuant to the High
   Yield Offering.

Distributable Cash will consist of the sum, as of the Effective
Date, of:

       (a) the net proceeds of the High Yield Offering,
       (b) the net proceeds of the issuance of the Term Loan B
           Notes and
       (c) the amount, if any, payable to Rotech in excess of
           $45 million under the IHS Rotech Settlement
           Agreement, calculated by the formula set forth
           therein.

The $45 million cash number set forth in the IHS-Rotech
Settlement Agreement, which is payable to Rotech, will be used
to fund the Rotech Debtors' other obligations under the Plan and
for post-confirmation working capital.

The Plan provides that each holder of an Allowed Claim in Class
3 shall be entitled to receive a "Regular Distribution" which is
its Ratable Proportion of 25 million shares of New Common Stock
and the Distributable Cash, less all amounts deducted by the
Disbursing Agent to reimburse it for fees and expenses incurred
in connection with the Senior Lender Agreements (the Net
Distributable Cash). The Plan further provides that holders may
indicate on their Ballot a preference (the Senior Lender
Election) of receiving, in lieu of the Regular Distribution,
either (i) all of its distribution in shares of New Common Stock
(the "Stock Election") or (ii) all of its distribution in Cash
(the "Cash Election").

Holders of Allowed Senior Lender Claims that make the Stock
Election shall receive a distribution of shares of New Common
Stock equal to the product of

(i) a fraction, (x) the numerator of which is equal to the
    amount of such holder's Allowed Senior Lender Claim and (y)
    the denominator of which is equal to the aggregate amount of
    Allowed Senior Lender Claims of all holders that make the
    Stock Election and

(ii) the excess of (A) the aggregate number of shares of New
    Common Stock to be distributed to the holders of Allowed
    Senior Lender Claims over (B) the number of shares of New
    Common Stock distributable to holders of Allowed Senior
    Lender Claims that did not receive the Regular Distribution
    plus the number of shares of New Common Stock to be
    distributed to holders who make the Cash Election.

If as a result of the above calculation, a holder receives a
distribution of New Common Stock having a value less than its
Senior Lender Distribution Value, such holder shall receive a
portion of Net Distributable Cash in an amount equal to such
shortfall.

Holders of Allowed Senior Lender Claims that make the Cash
Election shall receive a distribution of Cash equal to the
product of:

(i) a fraction, (x) the numerator of which is equal to the
    amount of such holder's Allowed Senior Lender Claim and (y)
    the denominator of which is equal to the aggregate amount of
    Allowed Senior Lender Claims of all holders that have made
    the Cash Election and

(ii) the excess of (A) Net Distributable Cash, over (B) the
    amount of Cash distributable to holders of Allowed Senior
    Lender Claims that receive the Regular Distribution plus the
    amount of Net Distributable Cash distributable to holders
    who make the Stock Election.

If as a result of that calculation, a holder receives a
distribution of an amount of Net Distributable Cash less than an
amount equal to its Senior Lender Distribution Value, such
holder shall receive a number of shares of New Common Stock with
an aggregate per share value equal to such shortfall.

In the event that the High Yield Offering is not consummated or
is consummated in an aggregate principal amount of less than
$300 million, the holders of Allowed Claims in Class 3 will
receive

(1) the net proceeds of the High Yield Offering, if any, plus

(2) Senior Subordinated Notes in a principal amount equal to the
    difference between $300 million and the principal amount of
    Senior Subordinated Notes issued pursuant to the High Yield
    Offering.

For purposes of distribution to the holders of Claims in Class
3, such Senior Subordinated Notes shall be treated and
distributed to holders of Allowed Claims in Class 3 as if they
constituted Distributable Cash.

The New Common Stock is subject to dilution based on future
issuances of additional shares of New Common Stock under the
Stock Option Plan.

Citibank, N.A., the Disbursing Agent for Class 3, shall
distribute all consideration to the individual holders of the
Senior Lender Claims. Prior to doing so the Disbursing Agent
shall deduct therefrom all unpaid fees and expenses payable to
it in connection with the Senior Lender Agreements.

           Description and Treatment of Other Claims

----------------------------------------------------------------
                                                     Estimated
Class /                                  Entitled   Amount /
Description           Treatment          to Vote    Recovery
----------------------------------------------------------------

   --             Payment of all amounts     No      $0
(excluding
DIP Credit        outstanding and cash               letters of
Facility Claims   collateralization or               credit)
                  replacement of
                  outstanding letters                100%
                  of credit by letters
                  of credit issued
                  under the Revolving
                  Credit Facility.

   --             Paid in full, in Cash,     No     $8 million
Administrative    or in accordance with
Expense Claims    the terms and                     100%
                  conditions of
                  transactions or
                  agreements relating
                  to obligations
                  incurred in the
                  ordinary course of
                  business during the
                  pendency of the
                  Rotech Reorganization
                  Cases or assumed by
                  the Rotech Debtors, or
                  as otherwise provided
                  by the Court.

   --             At the option of Rotech,   No     $14 million
Priority Tax      each holder of an Allowed
Claims            Priority Tax Claim will           100%
                  receive (i) payment in
                  full in Cash on the later
                  of (x) the Effective Date
                  and (y) the date such
                  Claim becomes an Allowed
                  Claim or as soon
                  thereafter as practicable
                  or (ii) equal annual Cash
                  payments over a six-year
                  period from the date of
                  assessment with interest
                  at a fixed annual rate equal
                  to 6%, or as otherwise
                  established by the Court.

Class 1           On the latest of (i) the   deemed   $0
Other Priority    Effective Date, (ii) the   to
Claims            date such Claim becomes    accept   100%
- relate          Allowed, or as soon
   primarily to   thereafter as practicable,
   unpaid         and (iii) the date for
   prepetition    payment provided by any
   wages and      agreement or understanding
   employee       between the parties, each
   benefit plan   holder of an Allowed Other
   contributions  Priority Claim will receive
                  payment in full in Cash.

Class 2           Impaired. On the later of   Yes    Up to
$400,000
Other Secured     (i) the Effective Date and
Claims            (ii) the date such Claim          100%
                  becomes Allowed, or as
                  soon thereafter as
                  practicable, each holder
                  of an Allowed Other Secured
                  Claim will receive (a) the
                  net proceeds of the sale
                  or disposition of the
                  Collateral securing such
                  Allowed Other Secured
                  Claim, (b) the Collateral
                  securing such Allowed
                  Other Secured Claim,
                  (c) a note with periodic
                  Cash payments having a
                  present value equal to the
                  amount of the Allowed
                  Other Secured Claim, or
                  (d) such other distribution
                  necessary to satisfy the
                  requirements of the
                  Bankruptcy Code.

Class 3           See above.                 Yes    $2,326
million
Senior Lender
Claims                                             43% (minus
                                                         costs)

Class 4           Impaired.                  Yes    $17 million
United States     The U.S. will be paid
Claims            $17 million in                    100% of
- liquidated &    accordance with a                 compromise
   unliquidated   settlement which will             amount.
   prepetition    be included in the
   & certain      Plan Supplement.
   postpetition
   claims

Class 5           Each holder of an          Yes    Up to $ 30
mil
General           Allowed General Unsecured
Unsecured         Claim will receive payment        33.3%
Claims            in Cash equal to the
- vendor claims   lesser  of (x) 33.3%
- rent claims     of such Allowed General
- lease           Unsecured Claim, and
   rejection      (y) its pro rata share
   claims         of $10,000,000 to the
- some are        extent not covered by
   covered by     insurance. Estimated
   insurance      amounts will be paid on
                  the Effective Date, with
                  a Catch-Up Distribution
                  to be paid on the Final
                  Distribution Date,
                  if necessary. Each
                  holder of a disputed
                  claim allowed after the
                  Effective Date will
                  receive within 30 days
                  after such allowance
                  the same cash as if the
                  claim had been allowed
                  on the Effective Date.

Class 6           If Class 6 accepts the     Yes    $1,979,000
Convertible       Plan, on the Effective
Subordinated      Date, or as soon thereafter       10% if class
Debenture         as practicable, each holder       accepts the
Claims under      of an Allowed Convertible         Plan
the 5 1/4%        Subordinated Debenture
Convertible       Claim shall receive its
Subordinated      pro rata share of $l97,900,
Debentures        less the fees of the
between Rotech    Convertible Subordinated
and Chase         Debenture Trustee. If
-contractually    Class 6 rejects the Plan,
  subordinated    the holders of Claims in
  to class 3      Class 6 will receive no
  claims.         distribution.

Class 7           No distribution.           Deemed    $0
Punitive                                     to
Damage                                       reject    None
Claims

Class 8           Existing interests will    Deemed    n/a
Subsidiary        be retained by the         to
Equity            holders.                   accept    n/a
Interests

Class 9           No distribution.           Deemed    none
Rotech Equity                                to
Interests                                    reject    none

Unless otherwise specified, the information in the tables is
based on information as of June 30, 2001.  The estimation of
recoveries makes the following assumptions:

(1) The new debt instruments to be issued under the Plan of
    Reorganization have a value equal to their face amounts.

(2) The enterprise value of the Rotech Debtors for purposes of
    the Plan, based on the midpoint of a valuation prepared by
    UBS Warburg LLC, is $1 billion.

(3) The aggregate Allowed amount of Other Secured Claims will
    not exceed $400,000.

(4) The aggregate Allowed amount of Senior Lender Claims against
    the Rotech Debtors is $2,326,354,000.00.

(5) The aggregate Allowed amount of General Unsecured Claims
    against the Rotech Debtors will not exceed $30,000,000
    (excluding the Senior Lender Claims, the United States
    Claims, the Convertible Subordinated Debenture Claims and
    the Punitive Damages C1aims).

(6) The aggregate amount of Convertible Subordinated Debenture
    Claims is approximately $1,979,000.

(7) The United States Claims will be settled by a Cash payment
    of $17,000,000. (Integrated Health Bankruptcy News, Issue
    No. 23; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


KINETEK INC: S&P Revises Outlook Amid Weakening Key Markets
-----------------------------------------------------------
Standard & Poor's revised its outlook on Kinetek Inc. (formerly
known as Motors & Gears Inc.) to negative from stable. At the
same time, Standard & Poor's affirmed its ratings on the
company.

The rating actions affect about $300 million in outstanding debt
at Sept. 30, 2001.

The outlook revision reflects a further softening in Kinetek's
key markets, which has eroded the credit profile and reduced
financial flexibility. Sales declined more than 14% in the third
quarter of 2001 and about 9% for the first nine months of 2001
due to weakness across Kinetek's end markets, particularly
subfractional refrigeration appliance motors and motors for the
bottle and can vending sector. Consequently, total debt to
EBITDA has increased to 5.3 times from 4.6x at the beginning of
the year, while EBITDA to interest coverage had declined to 1.7x
from 2.0x during the same time period. Credit protection
measures are expected to decline further in the next couple of
quarters given the weak U.S. economy. Furthermore, although the
company was able to get an extension on its bank facility until
Dec. 15, 2001, and expects that Kinetek will be able to
refinance the current facility into a longer term component of
its capital structure, the bank group reduced the size of the
facility to $40 million from $75 million, leaving just $24
million of available bank capacity.

The ratings for Kinetek, a wholly owned non-restricted
subsidiary of closely-held Jordan Industries Inc., reflect solid
positions in small niche markets and an aggressive financial
profile.

Kinetek is a leading manufacturer of specialty purpose electric
motors for the consumer, commercial, and industrial markets.
Although end markets are cyclical, sufficient application and
customer diversity, along with a competitive cost structure and
modest capital intensity, enable the firm to enjoy consistently
good operating margins. However, as the company incorporates
acquisitions, operating margins can temporarily fluctuate.

Financial risk is expected to remain high for an extended
period, reflecting a heavy debt burden and thin cash flow
protection. Most end-markets are expected to remain weak for at
least the next couple of quarters, which will further strain
credit protection measures. EBITDA to interest of about 1.7x
and total debt to EBITDA was about 5.3x at Sept. 30, 2001. Debt
usage is expected to remain high because Kinetek likely will use
modest free cash flow generation for "bolt-on" acquisitions that
extend product offerings and geographic diversity. Over the
business cycle, EBITDA interest coverage and total debt to
EBITDA are expected to average in the 2.0x to 2.5x and the 4x-5x
range, respectively. Financial flexibility benefits from
ownership in a number of discrete business units, which could be
sold, if necessary, limited debt amortization, about $36 million
in cash, and capacity under the firm's bank credit facility.
Flexibility, however, is tempered by a heavy debt burden and
term risk with the company's bank facility maturing in December
2001.

                    Outlook: Negative

A number of operational and working capital initiatives should
partially offset declining profitability, which would lead to a
modest amount of free cash flow generation. Failure to stabilize
financial flexibility could lead to lower ratings in the near
term.

         Ratings Affirmed, Outlook Revised To Negative

     Kinetek Inc.
       Corporate credit rating         B+
       Senior secured debt             BB-
       Senior unsecured debt           B


KMART: S&P Cuts Ratings a Notch to BB After Drop in Q3 EBITDA
-------------------------------------------------------------
Standard & Poor's lowered its ratings on Kmart Corp. and its
subsidiary. The outlook is negative.

The downgrade is based on disappointing results in Kmart's
operations and weak credit measures, which were expected to
improve as management instituted its turnaround strategy. Debt
levels are somewhat higher than expected, as a result of
increased inventory to improve the in-stock position.

Kmart's EBITDA before nonrecurring charges fell 20% for the
third quarter ended Oct. 31, 2001, compared with the same period
the previous year. The decline was primarily related to weak
sales stemming, in part, from lower pricing on many items and
reduced advertising. Same-store sales for the third quarter fell
1.5% and are flat year-to-date. Higher costs in the form of
added store labor also contributed to the profit decline.
Although Kmart appears to be making progress in some measures of
customer satisfaction, such as in-stocks, and inventory flow and
working capital metrics are improving, these have yet to result
in stronger profitability and cash flow. The weak results thus
far in 2001 follow a disappointing performance in fiscal 2000.
EBITDA (before nonrecurring items) fell about 30% for 2000, and
interest coverage fell to 2.5 times from 3.4x in 1999.

Kmart's efforts to implement its strategic plan are being
complicated by the current slowdown in consumer spending and
heightened competition from more efficient discount operators.
The company's focus on the supply chain and customer service is
designed to tackle key business processes that were neglected in
the previous turnaround strategy. Kmart had improved operations
in the 1995 through 1999 period by converting its stores to the
high-frequency Big Kmart prototype as well as through exclusive
product line expansions. Yet key operating measures continued to
lag the performance of major competitors. Moreover, the initial
sales boost from the store conversions quickly tapered off.
Progress on operating measures will depend on the success of
recent initiatives.

Kmart is the second-largest U.S. operator in the competitive
discount department store sector, with more than 2,100 stores
throughout the U.S., including 118 supercenters (a full grocery
store combined with a discount store). Store growth in fiscal
2002 will be very modest while management focuses on improving
existing operations. Financial flexibility remains satisfactory,
with no significant near-term maturities and access to a $1.6
billion revolving credit facility.

                        Outlook: Negative

The rating incorporates the expectation that credit measures
will improve as the company continues its efforts to boost
customer satisfaction and operating efficiency. Although the
aggressive steps being taken by new management have the
potential to improve operations, efforts are being hampered by a
slow economy and intense and growing competition from Wal-Mart
Stores Inc. and Target Corp. The ratings could be under pressure
if management is unable to demonstrate solid progress over the
next year or two.

                         Ratings Lowered

     Kmart Corp.                         To           From
       Corporate credit rating           BB           BB+
       Senior secured debt               BB           BB+
       Senior unsecured debt             BB           BB+
       Shelf registration:
        Senior unsecured         prelim. BB   prelim. BB+

     Kmart Financing I
       Corporate credit rating           BB           BB+
       Preferred stock                   B            B+


LASON INC: Files Chapter 11 Petition with Pre-Pack Plan in DE
-------------------------------------------------------------
Lason, Inc. (OTC Pink Sheets: LSONE) announced that its Board of
Directors approved a restructuring of its capital structure and
operations to improve the Company's financial health and
position it for future growth.

Pursuant to a pre-arranged agreement with the holders of its
approximately $260 million in senior secured debt, the Company
has filed a petition in Wilmington, Delaware, to reorganize
under Chapter 11 of the United States Bankruptcy Code.  The
filing does not include any Lason entities outside of the United
States.  As a result of the filing, all litigation against the
Company as previously disclosed has been stayed.

"We have initiated this process to create a new and improved
Lason.  It is our objective to efficiently and effectively
create a new capital structure, by right-sizing our balance
sheet, which will allow the Company to capitalize on the
tremendous growth potential of the data capture and imaging
services industry.  The proposed financial restructuring will
include the conversion of over $175 million in senior secured
debt into common equity, resulting in the full extinguishment of
existing common equity.  The conversion should also eliminate in
excess of $1 million of monthly interest costs to the Company.
We expect this exchange to have a positive impact upon the
Company's financial health and serve as a catalyst for future
revenue growth," stated Ronald D. Risher, president and chief
executive officer.

The pre-arranged agreement includes a commitment for a debtor-
in-possession (DIP) financing facility from certain members of
its existing senior secured bank group.  The financing will
become available once the terms have been finalized and approved
by the court.  It is anticipated that the DIP facility combined
with cash from operations will provide the Company with the
liquidity necessary to meet its future obligations to customers,
employees and vendors.  Employees will continue to receive pay
and health benefits in accordance with existing Company policy.  
Other terms of the Company's pre- arranged agreement were not
disclosed.  The Company expects to file its Disclosure Statement
and Plan of Reorganization within the next thirty days. There is
no assurance that the court will approve all of the terms of the
Company's pre-arranged agreement, as incorporated into and
submitted as part of the Plan of Reorganization.

Lason, which became a public company in 1996, grew rapidly
through the acquisition of over 76 businesses in a period of
four years.  Lason accumulated approximately $320 million in
debt in completing these acquisitions.  The Company's rapid
growth combined with significant debt and litigation arising
from its acquisitions placed an unsustainable financial burden
on the Company.  The Company expects its Chapter 11 filing to be
the vehicle that will rectify these issues, allowing it to focus
solely on its business operations.

Lason also announced a restructuring of its organization and
operations. Lason will now be structured around three primary
lines of business:  Data Capture, Imaging Services and Products
and Output Processing.  "The Company's line of business approach
will bring greater clarity and focus to the operation of our
core business and allow us to proceed with the continued
integration of the numerous acquisitions completed during the
period of 1996 - 1999.  There are still a number of synergies to
be gained in our core operations through the integration
process," said Mr. Risher.

As part of the operational restructuring, the Company expects to
close several facilities and as previously disclosed sell
several non-core businesses, which will result in workforce
reductions.  The Company's new focus will allow it to continue
to streamline its organizational infrastructure, while at the
same time continuing to deliver customers the quality services
that they have come to expect.  These closures and workforce
reductions are in addition to the approximately 10 facilities
and over 800 positions (approximately 10% of total headcount)
that have been eliminated since January 1, 2001.

Under Lason's revised operational and organizational structure,
Mr. Jerry Hon will serve as Executive Vice President of the
Company's Data Capture operations, Mr. Michael Riley will serve
as Executive Vice President of its Imaging Services and Products
operations and Mr. Ken Eller will serve as Executive Vice
President of its Output Processing operations.

"We are excited about the agreement that we have been able to
reach with our bank group and the confidence this shows in our
restructuring plan.  We believe that this agreement, combined
with our organizational restructuring allows the Company to put
the past behind it so that it can focus solely on its operations
and growth opportunities.  We have outstanding customer
relationships and will continue to serve those customers through
one Lason team with one goal ... providing our customers with
best in class quality and service," stated Mr. Risher.

Lason is headquartered in Troy, Michigan.  More information
about the Company can be found on its Web site at
http://www.lason.com

Lason is a leading provider of integrated information management
services, transforming data into effective business
communication, through capturing, transforming and activating
critical documents.  Lason has operations in the United States,
Canada, Mexico, India and the Caribbean. The company currently
has over 85 multi-functional imaging centers and operates over
60 facility management sites located on customers' premises.


LASON: Chapter 11 Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Lason, Inc.
             1305 Stephenson Highway
             Troy, MI 48083

Court: District of Delaware

Bankruptcy Case No.: 01-11488

Debtor affiliates filing separate chapter 11 petitions:

       Case No.               Entity
       --------               ------

       01-11499    Electronic Graphic Image Systems, Inc.
       01-11501    Fort Knox Escrow Services, Inc.
       01-11503    Fort Knox Secured Data Inc.
       01-11494    Lason International, Inc.
       01-11489    Lason Services, Inc.
       01-11491    Lason Systems, Inc.
       01-11492    Lason Systems PMC, Inc.
       01-11497    MR Technologies, Inc.
       01-11496    MR Data Management, Inc.


Type of Business: Lason is a leading provider of integrated
                  information management services, transforming
                  data into effective business communication
                  through capturing, transforming, and
                  activating critical documents. Lason operates
                  95 locations in 28 states and employs
                  approximately 6,900 people either directly or
                  indirectly.


Chapter 11 Petition Date: December 5, 2001

Debtors' Counsel: Robert S. Brady, Esq.
                  Michael R. Nestor, Esq.
                  Young, Conaway, Stargatt & Taylor LLP
                  1000 West Street, 17th Floor
                  Wilmington, Delaware 19801
                  T: (302) 571-6600

Total Assets: $150,826,344

Total Debts: $364,766,165

List of Debtor's 40 Largest Unsecured Creditors:

Entity                        Nature of Claim     Claim Amount
------                        ---------------     ------------

Bank One, Michigan            Bank Loan           $175,000,000
as Agent for Credit Facility
Lenders
611 Woodward Ave.
Detroit, MI 48226
Contact: Francille Fulton
Fax: (313) 224-4355


Coverdale Family Trust        Earnout               $4,866,667
27 Glen Meadow Ln.
Richmond Hill
Ontario, Canada L4E 3M6
Contact: Doreen Coverdale
Trustee for Coverdale
Family Trust

Arthur G. Lundeen             Earnout               $4,827,519
16 N. LaSenda Drive
Laguna, CA 92651

Marilyn Teeters               Earnout               $2,700,100
1905 Deer Cove Dr.
Vormal, IL 61761

Joe F. Moore                  Earnout               $2,600,000
President
2727 Allen Parkway
Houston, TX 77019

Gary D. DeGourse              Earnout               $1,833,333
10308 Derby Drive
Laurel, MD 20723

Karen Carello                 Earnout               $1,713,208
Nockett
38 Harlech Drive
Wilmington, DE 19807

Mark Carello                  Earnout               $1,713, 208
10 Fairhill Drive
Chadds Fords, PA 19317

Raju Venkatraman              Earnout               $1,599,712
2862 Vineyards Drive
Troy, MI 48098

Mark Sipes                    Earnout               $1,520,623
6 Libra Court
Coto de Caza, CA 92679

Richard French                Earnout               $1,520,623
33011 Pinnacle Dr.
Trabuco Canyon, CA 92679

Albert Wiggins                Earnout               $1,390,540
1031 Olde Towne Lane
Woodstock, GA 30189

Chamberlin Family Trust       Earnout               $1,062,603
161 South Bayberry Court
Anaheim, CA 92807
Contact: James M. Chamberlain
Trustee for Chamberlin
Family Trust

Xerox                         Trade Debt            $1,032,063
Chicago Satellite
OP Group IV
Rochester, NY 14604
Contact: Laura Plane
T: (716) 264-4745
F: (800) 831-8647

M. Perkinson                  Earnout                 $924,850
735 Brill Street
Phoenix, AZ 85006-2519
T: (602) 258-1508
F: (602) 258-6414

Suzanne Perkinson             Earnout                 $924,850
4142 F. Huber Circle
Mesa, AZ 85205

Steven J. Roderick            Earnout                 $916,667
10924 Harmel Drive
Columbia, MD 21044

Patrick Essig                 Earnout                 $900,050
1311 Cross Creek Rd.
Mahomet, IL 61853

Julie Essig                   Earnout                 $899,750
1311 Cross Creek Rd.
Mahomet, IL 61853

W. Bradford                   Earnout                 $844,300
Perkinson
735 E. Brill St.
Phoenix, AZ 85006

Richard Coleman               Earnout                 $707,280
Trust
2360 N. Park Boulevard
Santa Ana, CA 92706

Timothy Kirkpatrick           Earnout                 $600,000
2756 Janitell Rd
Colorado Springs, CO 80906
T: (704)543-3630
F: (800) 544-5585

Royal and Sun Alliance        Trade Debt              $573,689
9300 Arrowpoint Blvd.
Charlotte, NC 28201-1000
Contact: Susan Crofts
T: (704) 543-3630
F: (800) 544-5585

Phillip B. Siegel             Earnout                 $549,622
Family Trust
30932 Via Mirador
San Juan
Capistrano, CA 92675

Darrell E. Clark              Earnout                 $529,300
873 West L Street
Benecia, CA 94510

Teri Erikson                  Earnout                 $529,300
2789 San Benito Drive
Walnut Creek, CA 94598

Robert Newsom and           Earnout                   $500,000
Jean Newsom
1201 South
Delaware Blvd.
san Mateo, CA 94403

Nealco                      Trade Debt                $448,579
Lynn Caldron
Neal & Massey
Compound Lady
Young Road
Mordant, Trinidad WI
Tel: 868 647 7978
Fax: 868 675 7706

Eastman Kodak               Trade Debt                $426,257
terrence Kirkpatrick
2052 Collection
Center Drive
Chicago, IL 60693
Tel: 716 724 0538
Fax: 716 724 9996

OCE                         Trade Debt                $361,648
5600 Broken Sound Blvd.
Boca Raton, Fl
32487-3599
Tel: 561 912 1358
Fax: 561 998 9943

Hilda Meyers                Earnout                   $330,345
4311 Woodbridge
Humble, TX 77339-1972

Michael Myers               Earnout                   $330,345
4311 Woodbridge
Humble, TX 77339-1972

Manpower                    Trade Debt                $308,492
Sander Shaw
1504 West Evans
Florence, SC 29501
Tel: 843 662 9347
Fax: 843 667 9690

Global Information          Trade Debt                $299,816
Wayne Belle
2040 Fortune Dr.
Suite 101
San jose, CA 941450533
Tel: 408 232 5500
Fax: 408 232 5501

Paper Express               Trade Debt                $288,854
Gale Walney
2300 Meijer Dr.
Suite 150
Troy, MI 48084
Tel: 248 655 2320
Fax: 248 655 2315

Wolf                        Trade Debt                $273,127
Dave Pokorny
725 S. Adams Rd.
Suite 400
Birmingham, MI 48009
Tel: 248 258 5700
Fax: 248 646 0350

Minolta                     Trade Debt                $255,138
Frank D'Arrigo
101 Williams Dr.
Ramsey, NJ 07446
Tel: 201 934 5285
Fax: 603 425 2323

Diners Club International   Trade Debt                $219,354

Clark Graphics              Trade Debt                $211,902

The Envelope Printery       Trade Debt                $198,296

PCI                         Trade Debt                $196,589


MCLEODUSA: Moody's Junks Senior Unsecured Debt Rating
-----------------------------------------------------
Moody's Investors Service lowered the senior unsecured debt
rating of McLeodUSA to Ca. The ratings reflect the company's
recent financial performance which has not met Moody's
expectations, the relatively tight liquidity situation facing
McLeodUSA. There is approximately $4.2 billion of debt
Securities Affected.

Other Ratings Actions

    * Senior implied rating lowered to Caa3 from B2

    * Senior Secured debt ratings lowered to Caa2 from B2

      - $275 million Gtd Senior secured multi-draw term loan due
        2007

      - $450 million Gtd Senior secured revolving credit
        facility due 2007

      - $575 million Gtd Senior secured term loan due 2008

    * Senior Unsecured debt ratings lowered to Ca from B3

      - $225 million 9.25% senior notes due 2007

      - $300 million 8.375% senior notes due 2008

      - $300 million 9.5% senior notes due 2008

      - $500 million 8.125% senior notes due 2009

      - $500 million senior discount notes due 2007

      - $750 million 11.375% senior notes due 2009

    * Preferred stock ratings lowered to C from Caa2

The rating actions conclude the review that was initiated on
October 3, 2001.

Furthermore, the likely impact of the recent agreement with
Forstmann Little and McLeodUSA's secured lenders that would lead
to a recapitalization of the company also affects the downgrade.
Moody's indicated that McLeodUSA may effect the recapitalization
through a voluntary pre-packaged Chapter 11 bankruptcy filing.



MOSLER INC: Wants Plan Filing Exclusivity Moved through March 4
---------------------------------------------------------------
Mosler Inc., and its debtor-affiliates seek to extend their
exclusive periods within which to file a chapter 11 plan and
solicit acceptances of the plan. Thus, the Debtors ask the U.S.
Bankruptcy Court for the District of Delaware to move their Plan
Exclusivity and Solicitation Exclusivity Periods through March
4, 2002 and May 2, 2002 respectively.

Accordingly, the plan preparation process has commenced.
Extending the Debtors' exclusive periods will afford them a
meaningful opportunity to negotiate a workable plan. The Debtors
assert that the size and complexity of their cases alone
provides ample cause to extend the Exclusive Periods since they
were one of the world's largest security product and service
providers.

Mosler, Incorporated, a leading integrator of physical and
electronic security systems, filed for chapter 11 protection on
August 6, 2001 in the United States bankruptcy Court for the
District of Delaware.  Marc Abrams, Esq. at Willkie Farr &
Gallagher and Robert Brady, Esq. at Young Conaway Stargatt &
Taylor, LLP represents the Debtors in their restructuring
effort.  When the company filed for protection from its
creditors, it listed an estimated assets of $10 million to $50
million and estimated debts of more than $100 million.


NEON COMMS: Expects $7.5MM in Gross Proceeds from Sale of Shares
----------------------------------------------------------------
Neon Communications Inc. has entered into an agreement with
Ramius Securities LLC, as underwriter, relating to the sale by
the Company, from time to time, through the underwriter of
shares of Company common stock that could result in maximum
gross proceeds to NEON of up to $7,552,998, provided that the
number of shares of its common stock sold pursuant to this
arrangement will not exceed 1,875,000 shares.

The prospectus prepared by NEON also may be used for the offer
and sale of up to an additional 50,000 shares of common stock
which may be acquired by Ramius Securities LLC upon exercise of
warrants. NEON will not receive any proceeds from the sale of
these shares.
   
Neon's common stock is traded on the Nasdaq National Market
under the symbol "NOPT."

The company's subsidiary, NEON Optica (formerly known as
NorthEast Optic Network) operates a fiber-optic network in the
northeastern US and sells capacity to communications carriers,
including phone companies, ISPs, and cable TV operators. NEON
Optica's network, built largtley along electric utility rights-
of-way, uses SONET (synchronous optical network) ring
architecture. The network stretches through 11 states from
Portland, Maine to Washington, DC. Customers include CTC
Communications, Level 3 Communications, and Verizon. Major
shareholders in NEON Communications are Northeast Utilities, Con
Edison, Exelon, and Energy East.

As of June 30, 2001, the company sustained strained liquidity
with current liabilities exceeding current assets by around $10
million.


ORGANIC INC: Restructures Defaulted Loan with Omnicom Group
-----------------------------------------------------------
Organic, Inc. (Nasdaq:OGNC), a technology-enabled marketing
partner to Global 1000 companies, announced that Organic
Holdings LLC, its majority shareholder, has completed the
previously announced sale of a majority of Organic's common
stock to Seneca Investments LLC. Organic also announced that it
has restructured the lease for its San Francisco headquarters.

Prior to Seneca's purchase, the agreement between Seneca and
Organic Holdings was amended in various respects, including, but
not limited to:

     (i) a reduction in the cash down-payments payable at the
closing in respect of the earn-out from $16.2 million ($0.3080
per share) to $8.5 million ($0.1636 per share);

    (ii) provision that the majority of Organic Holdings'
representations and warranties related to Organic would
terminate at closing; and

   (iii) limitation of Organic Holdings' rights in respect of
actions taken during the earn-out period.

As a result of the sale to Seneca, Seneca holds 80.9 percent of
Organic's outstanding shares.

In connection with the restructuring of its San Francisco lease,
Organic agreed to make payments totaling approximately $11.7
million to the landlord in exchange for the reversion to the
landlord of approximately 140,000 square feet of space and
reductions in rent on the remaining space. Organic estimates
that the lease restructuring will result in a cost savings of
approximately $8 million in 2002, and up to $74.1 million
through the remainder of the lease, which expires in 2010. Of
the payment made to the landlord, $10.0 million was funded by
Omnicom Group Inc., under its existing credit agreement with
Organic. In consideration of Omnicom's agreement to provide the
financing, and in light of Organic's existing defaults under the
Omnicom credit agreement, Organic and Omnicom entered into an
agreement whereby the $10.0 million loan could be converted into
39.4 million Organic common shares at a conversion price of
$0.254 per share, or alternatively, Omnicom could acquire the
common shares by paying the purchase price in cash.

Organic, Inc. (Nasdaq:OGNC), is a technology-enabled marketing
partner to Global 1000 companies in the automotive, financial
services, retail and consumer products and entertainment, media
and communications sectors that has performed award-winning work
for DaimlerChrysler, Washington Mutual and Target Corp. Other
industry leading clients include Domino's Pizza, British
Telecommunications plc, General Electric Financial Assurance
Holdings, Inc. and PlayStation.com (America), Inc. In the
Internet professional services industry, Organic ---
http://www.organic.com -- has a history as an innovator. Having  
developed a number of Web sites that were the first in category,
Organic also created Yahoo!'s user interface and logo, and
contributed to the development of Apache, the leading Web
serving application. Founded in 1993, Organic is headquartered
in San Francisco with offices in the U.S., Canada, Europe and
Latin America.


OWENS CORNING: Seeks Approval to Create New OC Shanghai Entity
--------------------------------------------------------------
As part of Owens Corning's vision of continuing to be a world
leader in providing industrial customers with high performance
glass composite systems, the Debtors developed the Silentex
noise control system for vehicle mufflers or silencers. For
exhaust manufacturers, the Silentex technology can be used by
introducing glass fiber directly into the silencer cavity, or
placing the glass fiber into a designed plastic bag or other
container, which can be shaped to fit the silencer.

In order to facilitate the sale and distribution of Muffler
Products and other composite solutions in China, the Debtors
propose to create a wholly-owned non-debtor subsidiary, Owens
Corning (Shanghai) Composites Co. Ltd., which will manufacture,
sell, and distribute Muffler Products, to be used for various
automobile platforms, to tier-one automotive product suppliers
in China. It is also anticipated that OC Shanghai's business
scope will be able to encompass other composite solutions for
the Chinese market.

In order to create OC Shanghai, the Debtors seek to transfer
$350,000 to Owens Corning Cayman (China) Holdings, which will
transfer the funds to Owens Corning (China) Investment Co., a
non-debtor holding company. OC China will in turn use the funds
as the registered capital for OC Shanghai. The $350,000 transfer
will be used, in part, to install a Silentex Machine at the OC
Shanghai facility. The remainder of the $350,000 will be used
for working capital and expenses until OC Shanghai clears a
profit. Under applicable incorporation law in China, the
$350,000 cannot be loaned to OC Shanghai, but rather must be
contributed as capital.

In addition, the Debtors will license to OC Shanghai the OC
Technology necessary to manufacture the Muffler Products.
Subject to Court approval, the Parties intend to enter into a
Technology and Trademark License Agreement. The essential terms
of the proposed Agreement are:

A. The Debtors will grant OC Shanghai a nonexclusive, non-
   transferable license under the Patents to make Muffler
   Products throughout China, and to use, sell, and offer to
   sell Muffler Products throughout the world, other than the
   United States and its territories, and to use throughout
   China the Debtors' Know-How related to the manufacture and
   sale of Muffler Products, which the Debtors' are not
   prohibited by contract or law from disclosing or licensing
   to Licensee.

B. The Debtors grant to OC Shanghai a non-exclusive,
   non-transferable, geographically limited license to use the
   Debtors' Proprietary Marks throughout the Territory solely
   in connection with the manufacture and sale of Muffler
   Products as approved by the Debtors.

C. The Debtors shall furnish Licensee technical services for the
   transmission of the Debtors' Know-How to enable Licensee to
   use and exploit the OC Technology.

D. Licensee agrees that the nature and quality of all goods sold
   and services rendered by Licensee in connection with the
   Debtors' Proprietary Marks shall conform to standards
   reasonable set by the Debtors and shall be under the
   control of the Debtors, which reserves the right to object
   to any aspect of any product, its manufacture or
   distribution, and/or to suggest changes to the product. If
   Licensee desires to use a new trademark, service mark,
   logo, or trade name in the manufacture, use, sale, or offer
   of sale of a Muffler Product, License shall provide notice
   to the Debtors prior to the use of such Marks and OC has
   the right to reject any such Marks and to prohibit the use
   of such Marks with Muffler Products.

E. Licensee shall pay the Debtors a royalty per kilogram of
   Roving Products sold by the Licensee. Licensee shall pay
   one-third of the Royalty to the Debtors and two-thirds of
   the Royalty to OC Sweden.

F. The Debtors' Technology licensed shall at all times be and
   remain the property of the Debtors.

By Motion, the Debtors move for the entry of an Order
authorizing the creation of a non-debtor subsidiary and to enter
into a Technology and Trademark License Agreement with such
newly created non-debtor subsidiary. The Debtors believe that
there are sound business justifications for the creation of a
non-debtor subsidiary and to enter into the Agreement allowing
it to license the intellectual property to such subsidiary.

Norman L. Pernick, Esq., at Saul Ewing LLP in Wilmington,
Delaware, relates that several sound business reasons exist for
the proposed creation of a separate, non-debtor entity with a
non-exclusive, non-transferable license to make Muffler Products
throughout The People's Republic of China and to use, sell, and
offer to sell Muffler Product throughout the Territory,
including:

A. The business scopes of the current OC Chinese entities do not
   allow any of these Chinese companies to trade Silentex or
   muffler filling services. As a result, absent the creation
   of OC Shanghai, the Debtors will lose a profitable business
   opportunity.

B. By creating a wholly-owned subsidiary, the Debtors will be
   able to better control its valuable intellectual property
   interests in China.  In China, intellectual property
   interests are not as protected from misuse as in other
   countries. However, with the presence of OC Shanghai in
   China, the Debtors can better control who has access to the
   manufacturing plant, the OC Technology, and the Muffler
   Products, and thus can safeguard its trade secrets and
   control exploitation of the OC Technology.

C. The Debtors is confident that providing muffler filling
   services to tier-one automotive suppliers in China will
   result in increased business from automotive manufactures
   and suppliers in China and around the world. In addition,
   once the Debtors demonstrate a commitment to other
   composite solutions, the Debtors anticipate that its
   business will continue to expand.

D. The Debtors shall have a 100% equity interest in the newly
   formed entity. The Debtors has completed a financial
   analysis of the proposed new entity and has concluded that
   OC Shanghai will be profitable in 2002 and going forward.

E. As a wholly-owned foreign entity, OC Shanghai is entitled to
   certain tax advantages which are unavailable to other
   entitles. More specifically, once created, OC Shanghai will
   be 100% exempt from taxation during the first two years of
   profitability and 50% exempt from taxation the following
   three years.

Mr. Pernick believes that fair and reasonable consideration for
this transaction is provided because in exchange for the
licensed rights in its valuable OC Technology, the Debtors will
receive one-third of the royalties, which are set at a "going
rate". In addition, the Debtors shall have a 100% indirect
equity interest in the newly formed entity.

The Debtors also request authorization to file under seal an
unredacted version of the Technology and Trademark License
Agreement.

Mr. Pernick submits that the unredacted version of the Agreement
contains certain commercial, proprietary and confidential
information that Owens Corning does not wish to disclose to non-
debtor parties. Specifically, the Agreement contains
confidential information regarding OC technology, including
patents, trademarks, and Know-How, the payment of royalties, and
other sensitive business information. The Debtors submit that
the disclosure of the proprietary and confidential information
to all creditors would be prejudicial to the Debtors and the
best interests of the Debtors' estates and the interests of
justice require that the unredacted version of the Agreement be
filed under seal.

The Debtors propose to provide a copy of the redacted Agreement
to the Office of the United States Trustee; counsel for the
Creditors' Committee; counsel for the Asbestos Committee; the
Office of the United States Attorney for the District of
Delaware; Bank of America, N.A., as the Debtors' Post-Petition
Lender; Credit Suisse First Boston, as agent with respect to
that $2,000,000,000 Credit Agreement dated June 26, 1997;
special counsel to the Creditors' Committee; the Legal
Representative of Future Claimants; counsel for the Legal
Representative of Future Claimants; counsel for OC Sweden; and
those parties who have requested service of all motions and
pleadings pursuant to Bankruptcy Rule 2002. In view of the
foregoing, the Debtors submit that it has provided adequate
information regarding the terms of the Agreement. (Owens Corning
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


PERSONNEL GROUP: Bank Group Waives Covenants Under Credit Pact
--------------------------------------------------------------
Personnel Group of America, Inc. (NYSE:PGA), a leading
information technology and professional staffing services
company,  announced that it has received term sheets from the
agent bank under its revolving credit facility proposing
modifications and waivers of existing covenants, as well as
extensions of the revolving credit facility up through January
2004.

Under these term sheets, the bank group would waive technical
covenant compliance under the existing credit facility for the
fourth quarter of 2001. Additionally, the term sheets provide
for an amendment to the revolving credit facility under which
the maturity of that facility is extended to January of 2003,
after which the Company, at its option and provided certain
conditions are met, can further extend the maturity of the
facility, in six-month increments, up through January 2004. The
amended facility would be limited to $145.0 million initially,
and would reduce over time pursuant to an amortization schedule
to be agreed to by the Company and the bank group. Interest
payable under the amended facility would be base rate plus 200
basis points through June 2002, with increases during each
extension period through January 2004. As before, the Company
would pledge substantially all of its assets as collateral for
the amended facility.

The transactions outlined in the term sheets are subject to
approval from the banks in the Company's existing bank group, to
agreement on financial covenants, and to other closing
conditions, and are expected to close, if approved, in the next
sixty days. There can be no assurance, however, that such
transactions will close as expected, or that changes, including
material changes, will not be made to the term sheets before any
closing.

"One of our focuses this year has been our capital structure,
and we are delighted that our efforts throughout the year are
yielding these results," noted Larry L. Enterline, Chief
Executive Officer. "We appreciate the hard work our banks have
contributed to producing these term sheets, and especially their
willingness to continue working with us. Not only will these
amendments provide us the time to weather the current economic
downturn impacting our entire segment; they will also provide
PGA the flexibility to evaluate and pursue a number of
initiatives aimed at rebuilding shareholder value. Moreover,
should the transactions contemplated by the term sheets close in
the next sixty days, removing the uncertainty related to the
debt overhang on PGA, our management team can return its full
attentions to the important operational areas of revenue growth,
expense harmonization, and deriving financial benefit from our
technology investments."

Personnel Group of America, Inc. is a nationwide provider of
information technology consulting and custom-software
development services; high-end clerical, accounting and other
specialty professional staffing services; and technology systems
for human capital management. The Company operates through a
network of proprietary brand names in strategic markets
throughout the United States.


PINNACLE RESOURCES: Continues to Run Short of Capital in Sept.
--------------------------------------------------------------
Pinnacle Resources Inc. is in the development stage and has no
operations as of September 30, 2001.   The deficiency in working
capital as of September 30, 2001 raises substantial doubt about
its ability to continue as a going concern. In the course of its
development activities Pinnacle has sustained continuing losses
and expects such losses to continue for the foreseeable future.   
Pinnacle's management plans on advancing funds on an as needed
basis and in the longer term to revenues from the operations of
which there is no assurance. Pinnacle's ability to continue as a
going concern is dependent on these additional management
advances, and, ultimately, upon achieving profitable operations.

Until revenues commence, Pinnacle shall raise funds through
equity financing, which may or not be successful.   Pinnacle has
tried to limit its general and administrative expenses. Pinnacle
has little or no control as to the demand for its services and,
as a result, inflation and changing prices could have a material
effect on the future profitability of Pinnacle.

Pinnacle will focus its financing and capital arrangement
activities on emerging growth companies, which plan to raise
capital in the public markets within a reasonable short period
of time, i.e., one to two years.   Although Pinnacle will
initially target small mining companies due to its contacts in
that industry, management has not identified any particular
industry within which Pinnacle will focus its efforts.   Rather,
management intends to identify any number of candidates, which
may be brought to its attention through present associations or
by word-of-mouth.

Initially Pinnacle intends to arrange sources of funding and
finance for its prospective clients through established sources
for such funds by acting as a finder or broker to the lender and
as an arranger or financial consultant to the borrowing party.

In the emerging markets of South Africa and South America,
opportunities exist where small mining companies seek funding
from outside sources for capitalization because it is not
available locally.

Pinnacle expects to earn consulting fees, commissions, brokerage
points and equity participation for having acted as an arranger
and go-between from having effectuated a financing package on
behalf of a client and a funding source.

To date, Pinnacle has not yet commenced operations but has
received revenues on advances made by Anooraq as it pertains to
the transactions relating to Plateau, namely an initial option
payments totaling $175,000 and a loan advance of $150,000
against the transfer of 500,000 shares of Anooraq stock.   
Pinnacle had a net loss for the three months ended September 30,
2001 of $286,727.

For the three months ended September 30, 2001, Pinnacle had
prospecting costs of $200,606, general and administrative
expenses of $42,489, legal and accounting fees of $29,651,
travel of $9,931, depreciation and amortization of $10,585 and
foreign currency transaction loss of $0.

Pinnacle had a net loss for the three months ended September 30,
2000 of $128,110.  For the three months ended September 30,
2000, Pinnacle had prospecting costs of $10,895, general and
administrative expenses of $61,905, legal and accounting fees of
$2,845, travel of $585, consulting-relating party of $12,825,
and depreciation and amortization of $39,055.

Pinnacle is not delinquent on any of its obligations even though
Pinnacle has not yet begun to generate revenue.  Pinnacle will
identify and subsequently qualify prospective clients.   Current
operations require minimal cash infusions.  Pinnacle may borrow
funds or obtain equity financing from affiliated persons or
entities to continue operations, if necessary.  Pinnacle intends
to market its services utilizing cash made available from the
recent private sale of its common shares.   Pinnacle is of the
opinion that revenues from its services along with proceeds of
the private sale of its securities will be sufficient to pay its
expenses until receipt of revenues at a level to sustain
operations.


POLAROID CORP: Taps Donlin Recano as Claims & Noticing Agent
------------------------------------------------------------
Polaroid Corporation, and its debtor-affiliates seek the Court's
authority to employ and retain Donlin Recano & Company, Inc., as
claims, noticing and balloting agent to, among other things:

  (i) serve as the Court's noticing agent to mail notices to the
      estates' creditors and parties in interest,

(ii) provide computerized claims, objection and balloting
      database services, and

(iii) provide expertise, consultation and assistance in claim
      and ballot processing and other administrative information
      with respect to the Debtors' bankruptcy cases, including,
      but not limited to, assisting in preparation of the
      Debtors' schedules and statements of financial affairs.

Polaroid Executive Vice President Neal D. Goldman tells the
Court the Debtors have thousands of creditors, potential
creditors and parties-in-interest to whom certain notices,
including notice of these Chapter 11 cases, will be sent.  
Because of the sheer size of the Debtors' creditor body, Mr.
Goldman notes, the Debtors need help in undertaking the task of
sending notices to creditors and other parties-in-interest.  The
Debtors contend that the most effective and efficient manner to
provide notice and solicitation in these cases is to engage an
independent third party to act as an agent of the Court.

According to Mr. Goldman, the Debtors have chosen Donlin Recano
for the job.  Donlin Recano is a data processing firm that
specializes in chapter 11 administration, consulting and
analysis, including noticing, claims processing, voting and
other administrative tasks in chapter 11 cases, Mr. Goldman
informs the Court.  With Donlin Recano's assistance, the Debtors
believe there will be a speedy service of notices.  It will also
streamline the claims administration process, Mr. Goldman adds,
and permit the Debtors to focus on their reorganization efforts.

Under the Donlin Recano Agreement, the Debtors and the Clerk's
Office can request Donlin Recano to:

  (a) Prepare and serve required notices in these chapter 11
      cases, including:

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

        (ii) A notice of the claims bar date;

       (iii) Notices of objections to claims;

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

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

  (b) Within 5 business days after the service of a particular
      notice, file with the Clerk's Office an affidavit of
      service that includes:

         (i) a copy of the notice served,

        (ii) an alphabetical list of persons on whom the notice
             was served, along with their addresses, and

       (iii) the date and manner of service;

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

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

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

        (ii) The date the proof of claim or proof of interest
             was received by Donlin Recano and/or the Court;

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

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

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

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

  (g) Maintain a current mailing list for all entities that have
      filed proofs of claim or proofs of interest and make such
      list available to the Clerk's Office or any party in
      interest upon request;

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

  (i) Record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice of such transfers as required
      by Bankruptcy Rule 3001(e);

  (j) Comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

  (k) Provide temporary employees to process claims, as
      necessary;

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

  (m) Provide balloting and solicitation services, including
      preparing ballots, producing personalized ballots and
      tabulating creditor ballots on a daily basis; and

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

In addition, Mr. Goldman says, the Debtors want Donlin Recano to
assist them with certain data processing and ministerial
administrative functions, including:

  (1) preparing their schedules, statements of financial affairs
      and master creditor lists, and any amendments thereto;

  (2) if necessary, reconciling and resolving claims; and

  (3) acting as solicitation and disbursing agent in connection
      with the chapter 11 plan process.

In return for its services, Donlin Recano will charge the
Debtors:

  (1) Database Maintenance  - $200 + .10 per creditor per month
                              capped at $7,500 per month
  (2) Tape Conversion       - $100 per hour
  (3) Claims Examination/   - $0.95/claim
      Docketing
  (4) Data Entry (pre-coded)- $35/hour
  (5) Data Entry (uncoded)  - $60/hour
  (6) Photocopying          - $0.15/page
  (7) Scanning              - $0.95/page
  (8) Mailing Services      - at cost
  (9) Laser Printing        - $0.12/page
(10) Programming (Reports) - $100/hour
(11) Plan Balloting        - $1.50/ballot
(12) Deposit               - $50,000 to be applied to Final Bill

Carole G. Donlin, President of Donlin Recano & Company, Inc.,
assures the Court that:

  (a) Donlin Recano will not consider itself employed by the
      United States government and shall not seek any
      compensation from the United States government in its
      capacity as the Claims, Noticing and Balloting Agent in
      these chapter 11 cases;

  (b) By accepting employment in these chapter 11 cases, Donlin
      Recano waives any rights to receive compensation from the
      United States government;

  (c) In its capacity as the Claims, Noticing and Balloting
      Agent in these chapter 11 cases, Donlin Recano will not be
      an agent of the United States and will not act on behalf
      of the United States; and

  (d) Donlin Recano will not employ any past or present
      employees of the Debtors in connection with its work as
      the Claims, Noticing and Balloting Agent in these chapter
      11 cases.

Ms. Donlin further swears that the Company does not have any
connection with the Debtors, their creditors or any other party-
in-interest.  "To the best of my knowledge, neither Donlin
Recano, nor any of its employee, represents any interest adverse
to the Debtors' estates with respect to the matters upon which
Donlin Recano is to be engaged," Ms. Donlin states.  Donlin
Recano is "disinterested" as the term is defined in section
101(14) of the Bankruptcy Code, Ms. Donlin asserts.

                        *     *     *

Because the Debtors showed there is good and sufficient cause to
grant their application, Judge Walsh appoints Donlin Recano as
the Claims, Noticing and Balloting Agent in these chapter 11
cases.

According to Judge Walsh, Donlin Recano will continue to serve
as Claims, Noticing and Balloting Agent until the Court relieves
it of their duties.

The Court states that the fees and expenses of Donlin Recano
incurred in the performance of the services shall be treated as
an administrative expense of the Debtors' chapter 11 estates and
be paid by the Debtors in the ordinary course of business.  Any
dispute should be presented to Court for resolution, Judge Walsh
reminds the parties.

Furthermore, the Court requires Donlin Recano to submit to the
United States Trustee, on a monthly basis, copies of the
invoices it submits to the Debtors for services rendered.
(Polaroid Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


RAMOIL MANAGEMENT: Board Approves Liquidating Spin-Off of Unit
--------------------------------------------------------------
Ramoil Management, Ltd. (OTC Pink Sheets: RAMO), Monday night
reached a decision with the Board of Directors that it is in the
best interest of its shareholders to liquidate and pay a
dividend to the shareholders of Ramoil Management, Ltd. by year-
end.

The newly elected President, Richard Ross said, "The dividend
would be allocated and distributed after the JUMP Automotive
Experts subsidiary spin-off through an 'F' reorganization plan
which would leave the survivorship of a targeted, OTC Small-Cap
Nasdaq company.  As part of the final definitive agreement, once
accepted by both the Board of Directors and our select Team of
highly recognized automotive managers, the 'Team' would then
take complete charge of the surviving entity which is still to
be known as JUMP Automotive Experts, Inc., however, as an OTC
Small-Cap Nasdaq publicly traded company. The dividend paid to
the Ramoil Management, Ltd. shareholders could happen near
Christmas, although the dividend paid out will be considerably
higher than the current trading price of RAMO shares.  
Therefore, the end result we could see is that the nineteen (19)
market makers that participated in a quad print trading market
from 1997 to year-end 2000 will leave us all curious as to how
they will cover their short positions."

The company's CEO, Gary Walters has very diligently evaluated
the company's stock, stated Ross.  "The fact is that the CEO of
this once fledging company has put a floor back under the
company's trading as it has demonstrated an average trading
volume for the last 30 days of 191,000 shares daily, with the
shares fluctuating between one tenth of a penny and $.05 per
share.  Having known all of this is public knowledge our
management considered alternatives for the benefit of our
shareholders and the Company by obtaining a recent commitment,
and ongoing negotiations to reach the final agreement for our
targeted acquisitions, two of which could be completed by year-
end.  This would provide to the dividend paying company, JUMP
Automotive Experts, Inc. assets of approximately $600 million
and $30.1 million EBITDA.  This would be enough to attract the
attention of other larger investment banking firms.  The market
cap is expected to be approximately $620 million with a book
value of approximately $5.00 per share.  That equates to a $.05
share of RAMO receiving a $5.00 dividend of JUMP Automotive
Experts, Inc., a contemplated Small-Cap Company.  In all honesty
if we can make this happen for our shareholders what a blessing
this would bring to the holidays," said Richard Ross, newly
appointed President of Ramoil Management, Ltd.


REUNION INDUSTRIES: Will Further Delay Interest Payment on Notes
----------------------------------------------------------------
Reunion Industries, Inc. (Amex - RUN) announced that it will be
further delayed in making its November 1, 2001 semi-annual
interest payment of $1.616 million on its 13% Senior Notes due
2003. Under the terms of the Indenture, the Company had thirty
days from November 1, 2001 to cure the interest payment default.

Since then, Reunion management has been pursuing several options
for obtaining the funds necessary to make its interest payment,
including unsecured financing from one or more sources, but was
unable to do so within the cure period. This inability to make
the interest payment within the 30 day cure period resulted in
an Event of Default as defined in the Indenture. However,
management continues to pursue alternative sources of financing.

The Company is committed to making its Senior Note interest
payment as quickly as possible and has determined to sell core
assets, not only to make its interest payment, but strengthen
its balance sheet and current liquidity by generating cash and
reducing the Company's debt. Reunion's management continues to
be in regular contact with certain of the Note Holders and
holders representing approximately ninety percent of the Senior
Notes amount outstanding. These holders continue to express
their support of the actions undertaken by the Company to remedy
the interest payment default.

Reunion's management currently believes that it will be able to
obtain the necessary funds to honor its obligations. However,
there can be no assurance that management will be successful in
its efforts.

Reunion's Metals Group, through its five manufacturing
divisions, manufactures and markets a broad range of metal
fabricated and machined industrial parts and products, including
seamless steel pressure vessels, fluid power cylinders,
industrial cranes, leaf springs and storage racks. The Plastics
Group manufactures high volume, precision plastics products and
thermoset compounds and provides engineered plastics services.
Reunion Industries is headquartered at 11 Stanwix Street, Suite
1400, Pittsburgh, Pennsylvania, 15222.


SAMSONITE CORP: Net Loss Doubles to $15 Million in Third Quarter
----------------------------------------------------------------
Samsonite Corporation (Nasdaq: SAMC) reported revenues of $190.9
million, operating income of $11.0 million and net loss to
common stockholders of $15.3 million for the quarter ended
October 31, 2001.  Operating earnings for the current quarter
include $1.7 million of expenses associated with the Company's
previously announced restructuring activities.  These results
compare to revenue of $202.5 million, operating income of $15.6
million and net loss to common stockholders of $7.3 million, for
the third quarter of the prior year.  Preferred stock dividends
of $9.5 million for the third quarter and $8.3 million for the
prior year are reflected in the net loss to common stockholders.

Adjusted EBITDA (earnings before interest expense, taxes,
depreciation, amortization, and minority interest, adjusted to
exclude restructuring provisions and expenses and to include
realized hedge gains), a measure of core business cash flow, was
$19.4 million for the quarter, which compares to $23.5 million
in the third quarter of the prior year.

Revenues for the nine months ended October 31, 2001, were $582.8
million, a decrease of $8.0 million from revenues of $590.8
million during the same nine-month period in the prior year.  
Operating earnings for the first nine months of the year
declined to $35.2 million from $43.9 million during the prior
year.  Operating earnings for the current year include a $3.7
million restructuring provision and restructuring related
expenses of $4.7 million. Net loss to common stockholders for
the first nine months of the year was $36.3 million versus a net
loss of $25.1 million during the prior year.  Adjusted EBITDA
for the first nine months of the current year was $63.7 million
versus $66.6 million for the same period in the prior year.

Chief Executive Officer, Luc Van Nevel, stated:  "The events of
September 11, 2001 have had a negative impact on the Company's
sales and earnings as the decline in travel on a worldwide basis
has adversely impacted luggage sales. Financial results for the
quarter reflect the effects of the terrorist attack for 19 days
in September and the full month of October in our U.S.
operations; in our European and other foreign operations, which
have a calendar fiscal year, the results reflect the effects for
19 days.  In the days immediately following the attack, the
Company experienced a steep decline in sales volumes.  Sales
levels recovered somewhat in October but remained well below our
normal level of operations and the prior year.  Consumer sell-
through at the retail level has generally not been accompanied
by wholesale customer reorders, because wholesale customers are
reducing inventory levels to control their liquidity position in
response to these events.

"The Company is faced with a most difficult business environment
as a result of these events, which occurred during a period when
global economic conditions were already deteriorating.  
Management has taken aggressive steps to protect its liquidity
and reduce expenses in response to the situation.  At this time,
it is impossible to predict how long existing conditions
(including the threat of possible future terrorist incidents)
will continue to affect the business environment and the
Company's sales and earnings.  During difficult economic periods
in the past, Samsonite has been able to increase market share
because of its strong brands, global distribution and market
leading position."

Chief Financial Officer, Richard Wiley, commented:  "In the wake
of the terrorist attack, the Company has increased balance sheet
liquidity by drawing down on our senior credit facility,
lowering our net working capital levels, deferring capital
expenditures and eliminating nonessential expenses.  As a
result, the Company's consolidated cash position at October 31,
2001 increased to $38.3 million, and debt net of cash declined
to $410.9 million.  Although the Company was in compliance with
its senior credit facility financial covenants at October 31,
2001, the Company is currently negotiating an amendment to the
financial covenants in order to avoid future noncompliance."

Samsonite is one of the world's largest manufacturers and
distributors of luggage and markets luggage, casual bags,
business cases and travel-related products under brands such as
Samsonite, American Tourister, Lark, Hedgren And Samsonite black
label.


SOLOMON ALLIANCE: Seeking New Financing to Continue Operations
--------------------------------------------------------------
Since its inception, Solomon Alliance Group Inc. has had
virtually no revenues from operations and has relied almost
exclusively on officer loans, convertible debenture issues and
sale of securities to raise working capital to fund operations.
At September 30, 2001 the company had $7,230 in cash.

The Company's future operating results will depend on many
factors, including, but not limited to, demand for and
acceptance of its products and services and its ability to
integrate successfully technologies and businesses it may
acquire in the future. In addition, its success will depend on
its ability to: control costs; develop, market and deploy new
products and services; and to build profitable revenue streams
around those new products and services; manage the concentration
of accounts receivable and other credit risks in large
customers; and create and maintain satisfactory distribution and
operations relationships with vendors.

Solomon Alliance Group expects that it will incur significant
expenses in advance of generating revenues and it expects to
realize significant operating losses in the future. It also
expects that it will incur significant legal and accounting
costs in connection with the acquisition of new business
opportunities, including the legal fees for preparing
acquisition documentation, due diligence investigation costs,
and the costs of preparing reports and filings with the
Securities and Exchange Commission.

The Company will need to raise additional funds through the sale
of its equity or debt securities in private or public financings
or through strategic partnerships in order to expand itd
business. No assurance can be given that additional financing
will be available when needed or that, if available, such
funding can be obtained on favorable terms. Should the Company
be unable to obtain additional financing, Solomon Alliance Group
may be required to scale back the planned deployment of its
services and reduce capital expenditures, which would have a
materially adverse effect on its business, financial condition
and operating results.

The Company has, in the past, issued shares of common stock to
various parties as payment for services rendered. The company
intends to continue this practice.   Because it is in an early
stage of development, its business model is not proven, and
there can be no assurances that it will be successful.
Accordingly, its prospects are difficult to predict and may
change rapidly. There remains substantial doubt about the
Company's ability to continue as a going concern in the face of
these circumstances.


SUN HEALTHCARE: Engages Innisfree for Balloting & Tabulation
------------------------------------------------------------
Sun Healthcare Group, Inc., and its debtor-affiliates seek Judge
Walrath's permission to employ Innisfree M&A Incorporated as
their balloting and tabulation agent to assist in the
solicitation of votes from the holders of the public secured
debt in the Debtors' chapter 11 cases.

According to Michael J. Merchant, Esq., at Richards, Layton &
Finger PA, in Wilmington, Delaware, the Debtors chose Innisfree
because it is an international counseling firm whose employees
are experience in all areas pertaining to the identification and
solicitation of holders of securities.  "Innisfree has a state-
of-the-art mailing facility and tabulation system and is highly
experienced in dealing with the back offices of the various
departments of banks and brokerage firms holder the Debtors'
publicly traded securities," Mr. Merchant tells the Court.

Subject to the Court's approval, Innisfree will provide these
services to the Debtors:

  (a) Provide counsel to the Debtors and their attorneys
      regarding all respects of the security holders' plan vote,
      including timing issues, voting and tabulation procedures
      and documents needed for the vote, and issues relating to
      the dissemination of non-voting packages to all non-voting
      classes of security holders.

  (b) Review the relevant portions of the disclosure statement
      and ballots, particularly as they may relate to beneficial
      owners in "Street name".

  (c) Work with the Debtors to request appropriate information
      from the trustee of the bonds, the equity transfer agent,
      and The Depository Trust Company.

  (d) Mail voting and non-voting documents to the registered
      record holders of bonds and common stock.

  (e) Coordinate the distribution of voting and non-voting
      documents to Street name holders of the bonds and common
      stock by forwarding the appropriate documents to the banks
      and brokerage firms holding the securities (or their
      agent), who in turn will forward it to beneficial owners
      for voting.

  (f) Distribute copies of the master ballots to the appropriate
      banks and brokerage firms (or their agents) for their use
      to convey the votes of beneficial owners.

  (g) Prepare a certificate of service for filing with the
      court.

  (h) Handle requests for plan documents from any party who
      requests them, including brokerage firm and bank back-
      offices, institutional holders, and any other party who
      may have an interest in the matter.

  (i) Respond to telephone inquiries from all parties who
      receive the voting or non-voting documents.  Innisfree
      will restrict its answers to the information contained in
      the voting and non-voting documents and seek assistance
      from Debtors or Debtors' counsel on questions falling
      outside such scope.

  (j) Upon request, make telephone calls to defined groups of
      bondholders to confirm that they have received the plan
      documents and respond to any questions about the voting
      procedures, following guidelines set by Debtors' counsel
      in shaping the message delivered to such bondholders.

  (k) Upon request, assist with an effort to identify beneficial
      owners of the bonds held in Street name.

  (l) Receive and examine all ballots and master ballots
      returned to Innisfree.  Innisfree will date- and time-
      stamp the originals of all such ballots and master ballots
      upon receipt.

  (m) Tabulate all ballots and master ballots received prior to
      the voting deadline in accordance with established
      procedures, and prepare a vote certification for filing
      with the court.

  (n) Undertake such other duties as may be agreed upon by the
      Debtors and Innisfree.

Mr. Merchant assures the Court that Innisfree will not render
services duplicative or overlapping to those provided by
Bankruptcy Services LLC - the Debtors' official claims agent in
these chapter 11 cases.  Mr. Merchant notes that Bankruptcy
Services will continue to serve as the Debtors' claims and
general noticing agent.  "Innisfree will assist the Debtors in
connection with the solicitation of votes from the Debtors'
bondholders and other publicly held securities on the proposed
plan of reorganization and the issues attendant thereto, while
Bankruptcy Services will assist the Debtors with the
solicitation process for the general unsecured creditor body in
the Debtors' chapter 11 cases," Mr. Merchant explains.  This
division of labor enables both entities to focus on their
relative core competencies in their respective areas of
expertise, Mr. Merchant contends.

In return for its services, the Debtors propose to compensate
Innisfree:

    (1) A project fee of $10,000.  This covers the coordination
        with all brokerage firms, banks, institutions and other
        interested parties, including the distribution of
        materials, assuming one distribution of voting material
        and one distribution of non-voting materials, which will
        be directed to the firm's proxy departments, and no
        extensions of the voting deadline.

    (2) Estimated labor charges at $1.75 - $2 per package for
        the mailing to registered record holders of bonds and
        common stock (and any other creditors requested by the
        Debtors) depending on the complexity of the disclosure
        statement; a ballot; a return envelope; and one or two
        other documents.

    (3) minimum charge of $2,500 against hourly charges of $100
        per hour to take telephone calls from creditors and
        security holders within a 30-day solicitation period.

    (4) The cost of a bondholder identification program, if
        needed, would be based on the security or securities in
        question.

    (5) A charge of $100 per hour for the tabulation of ballots
        and master ballots, plus necessary set up costs.  
        Standard hourly rates will apply for any time spent by
        senior executives reviewing and certifying the
        tabulation and dealing with special issues that may
        develop.

    (6) Consulting hours will be billed at Innisfree's standard
        hourly rates, or at the standard hourly rates for other
        professionals that may work on the case.  Consulting
        services by Innisfree would include the review and
        development of materials, including the disclosure
        statement, plan, ballots, and master ballots;
        participation in telephone conferences, strategy
        meetings or the development of strategy relative to the
        project; efforts related to special balloting, including
        issues that may arise during the balloting, subscription
        or tabulation process; computer programming or other
        project-related data processing services; visits to
        cities outside of New York for client meetings or legal
        or other matters; efforts related to the preparation of
        testimony and attendance at court hearings; and the
        preparation of affidavits, certifications, fee
        applications, if required, invoices, and reports.

            Hourly rates:

            Managing Director                 $250
            Practice Director                  225
            Other Directors                    200
            Account Executive                  150
            Staff Assistant                    125
            Telephone Service Representative   100

    (7) Out of pocket expenses relating to any work undertaken
        will be charged separately and will include such items
        as travel costs, postage, messengers and couriers, etc.,
        expenses incurred in obtaining or converting depository
        participant, creditor and/or shareholder listings, and
        appropriate charges for supplies, in-house photocopying,
        telephone usage, etc.  The Debtors will receive a
        request for advance payment of any significant out-of-
        pocket expense items, such as postage.

"Such compensation rates are reasonable and appropriate for
services for services of this nature and comparable to those
charged by other providers of similar services," Mr. Merchant
contends.

To reduce the administrative expenses related to Innisfree's
retention, the Debtors seek the Court's authority to pay
Innisfree's fees and expenses without the necessity of Innisfree
filing a formal fee application.  Instead, Mr. Merchant says,
Innisfree will provide the Office of the United States Trustee
for the District of Delaware with a copy of reasonably detailed
invoices of amounts billed to the Debtors to provide the Trustee
with an opportunity to object to such fees.

Jane Sullivan, a Practice Director of Innisfree M&A
Incorporated, informs Judge Walrath that she will have the
primary responsibility for fulfilling such solicitation
requirements in these cases should the Court approve the
Debtors' Application.  "But I will also work closely with other
members of Innisfree's staff, who are highly experienced in
dealing with the back offices of banks and brokerage firms and
would be instrumental in carrying out the assignment," Ms.
Sullivan explains.

"To the best of my knowledge, Innisfree has not represented and
does not represent any creditor or party-in-interest in matters
adverse to the Debtors' estate," Ms. Sullivan assures the Court.
In addition, Ms. Sullivan admits that it is possible that
Innisfree may have rendered services to certain creditors or
equity interest holders of the Debtor, in matters unrelated to
the Debtors, or may have involved in matters unrelated to the
Debtors in which these creditors or equity interest holders were
also involved.  Similarly, Ms. Sullivan acknowledges, employees
of Innisfree may have had business associations with certain
creditors or parties-in-interest which have no connection with
Innisfree's representation of the Debtor.  But Ms. Sullivan
emphasizes that Innisfree does not currently maintain any
relationships or interests, and does not intend to develop
additional relationships or interest during its representation
of the Debtors in these chapter 11 cases, in matters that would
be adverse to the Debtors' estate.

Ms. Sullivan asserts that Innisfree is a "disinterested person"
as defined in section 101(14) of the Bankruptcy Code.  However,
Ms. Sullivan notes, should the firm discover any material
adverse interest, it will immediately inform the Court by
supplemental declaration.

The Court should approve Innisfree's retention because it will
surely benefit the Debtors and their estates by speeding up the
solicitation and permitting the services to be conducted in a
cost-effective manner, Mr. Merchant declares. (Sun Healthcare
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


TACA RECEIVABLES: Fitch Cuts Ticket Securitization Rating to BB
---------------------------------------------------------------
Fitch has downgraded the rating on Taca Receivables Trust (TACA)
to 'BB' from 'BB+'. The transaction is a 1997 future flow
securitization of ticket receivables from credit card purchases
generated in the United States. The downgrade primarily reflects
Fitch's concern over a limited degree of financial flexibility
for TACA heading into an expected industry downturn. Further, at
the request of the issuer, Fitch has withdrawn the public rating
on the securitization. Going forward, the rating will be
maintained on a private basis.

Despite the troubled operating environment for the company, the
securitization continues to perform well. Receivable flows have
exhibited strong growth since the transaction's inception. The
strength of the international routes that feed the
securitization, the growth in credit card use by Latinos in the
U.S. and the growth in the Latino population in the U.S. have
all helped to support the rating on the transaction.

TACA has historically maintained a leading market position in
its three main passenger markets: travel between Central America
and the United States (which accounts for two thirds of
revenues), regional travel within Central America and domestic
travel. In recent years, however, TACA has faced increased
competition from U.S. airlines since an 'open skies' agreement
was signed in 1998. In response to increased competition, TACA
implemented a series of initiatives to improve operating
efficiency. These initiatives included changing from a point-to-
point to a hub-and-spoke system centered in San Salvador,
modernizing the company's fleet by purchasing new Airbus
aircraft, signing a code-share alliance with American Airlines,
and coordinating more closely with affiliate carriers (i.e.
other Grupo TACA airlines).

Despite these initiatives, TACA now faces increased risk as the
global airline industry enters into a prolonged downturn. First,
the company has a relatively limited degree of financial
flexibility, with cash balances that do not exceed $15 million
and EBITDAR/Interest+Rents ranging between 1.0 times and 1.5x
over the past five years. Second, the company's purchase order
with Airbus will add capacity and increase aircraft lease
expenses at the same time that passenger demand is being
pressured. In 1998, Grupo TACA airlines, including TACA,
collectively placed 32 firm orders and 32 options to purchase
Airbus A320 aircraft.

The company is in the final stages of replacing its aging Boeing
737 aircraft with new Airbus A320 aircraft. TACA has postponed
aircraft deliveries after June 2002, but will be taking delivery
of several aircraft between now and June 2002. The company had
planned to ground and sell its Boeing 737 aircraft by the end of
2001, but will likely face difficulties selling the aircraft
quickly in the current depressed aircraft market. Third, the
company was unable to complete the sale of an equity stake to a
major U.S. airline, which would have improved the company's
liquidity. TACA has a code-share alliance with American
Airlines, but currently generates less than 1% of TACA's
revenues.

TACA derives 60% of its revenues from routes to the United
States, which exposes the company to U.S. air traffic demand.
TACA estimates its direct losses during the four days following
September 11 at $2.1 million as a result of cancelled flights.
Since then, TACA has not significantly reduced capacity to the
United States because they do not expect passenger traffic
to decline for a prolonged period. TACA mainly relies on ethnic
El Salvadorean and Central American travelers on its flights
between Central America and the United States. This type of
traveler is less likely to cancel or postpone their travel plans
than U.S. travelers. The company estimates that over 2 million
El Salvadoreans reside in the United States. TACA is the largest
airline in El Salvador. TACA is part of Grupo TACA, which
controls several Central American Airlines, including Aviateca
(Guatemala), NICA (Nicaragua), TACA de Honduras (Honduras),
LACSA (Costa Rica) and TACA Peru in South America. TACA
currently serves 23 destinations with a fleet of 18 Airbus A320,
2 Airbus A319 and 7 Boeing 737 aircraft.


USG CORP: Injury Claimants Get OK to Retain Campbell as Counsel
---------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants
appointed in USG Corporation's chapter 11 cases obtained Court
authority to employ Campbell & Levine, LLC as Delaware and
associated counsel to the PI Committee.

Campbell & Levine will provide services that include, but are
not limited to:

      - providing legal advice as counsel regarding rules and
practices of the Court applicable to the PI Committee's powers
and duties as an official committee appointed under section 1102
of the Bankruptcy Code;

      - providing legal advice as Delaware counsel regarding the
rules and practices of the Court;

      - preparing and reviewing as counsel applications,
motions, complaints, answers, orders, agreements and other legal
papers filed on or behalf of the PI Committee for compliance
with the rules and practices of the Court;

      - appearing in Court as counsel to present necessary
motions, applications and pleadings and otherwise protecting the
interests of the PI Committee and asbestos-related personal
injury creditors of the Debtors;

      - investigating, instituting and prosecuting causes of
action on behalf of the PI Committee and/or the Debtors'
estates; and

      - performing such other legal for the PI Committee as the
PI Committee believes may be necessary and proper in these
proceedings. (USG Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


VIASOURCE COMMUNICATIONS: Moves Out Of Nasdaq Stock Market
----------------------------------------------------------
Viasource Communications, Inc. (Nasdaq: VVVV), a nationwide
communications outsourcing deployment organization, announced
that Nasdaq has notified Viasource that the Company's securities
have been delisted from the Nasdaq Stock Market.  Viasource
announced on November 15, 2001 that it filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code.  
As such, Viasource did not file its quarterly financial
statements, which has led Nasdaq to delist the Company's
securities.  The Company does not plan to appeal the delisting.

Viasource is a nationwide independent enabler of communications
technologies to residential and commercial customers in the
United States. The Company provides outsourced installation,
fulfillment, maintenance and support services to leading cable
operators, direct broadcast satellite operators and other
broadband Internet access providers, including DSL and fixed
wireless companies.  The Company also provides network
integration and installation services to a variety of other
companies.  The Company's services are focused on the "last
mile," defined as the segment of communications that connects
the residence or commercial customer.  The Company is the only
provider of these services with a nationwide footprint,
currently employing over 2,400 employees around the United
States.


VISKASE: Continues Discussions on Restructuring of 10.25% Notes
---------------------------------------------------------------
Viskase Companies, Inc., announced that it has failed to pay the
$163.1 million principal amount of and accrued interest on its
10.25% Notes that matured on December 1, 2001.  The Company is
continuing its negotiations with an ad hoc committee of holders
of the Notes regarding a restructuring of the Notes.  No
assurances can be given that an agreement will be reached with
the noteholders committee or what the terms of any such
agreement would be.  Under any restructuring plan, the Company
believes that it is likely that such restructuring would result
in a substantial dilution or effective elimination of the
current common stock of the Company.

Viskase Companies, Inc. has its major interests in food
packaging. Principal products manufactured are cellulosic and
nylon casings used in the preparation and packaging of processed
meat products.


WINSTAR COMMS: Court Approves Proposed Bidding Procedures
---------------------------------------------------------
To streamline the process of selling their assets, and to allow
parties to compare bids on an apples-to-apples basis, Winstar
Communications, Inc., and its debtor-affiliates propose that all
prospective purchasers use a standardized asset purchase
agreement form, marked to show the specific terms of each such
bidder's proposal (including identifying the specific assets
such bidder proposes to buy and the specific executory contracts
and unexpired leases such bidder proposes to request the Debtors
to assume and assign to it).

By motion, the Debtors request entry of an order:

A. approving the Bidding Procedures and authorizing the Sale,

B. approving the form and manner of notice of the Bid Procedures
   Hearing and the Sale Hearing,

C. approving the form and manner of notice of the Cure Notice,

D. approving the form and manner of notice of the Assumption
   Notice and

E. scheduling a date for the Bid Procedures Hearing and a date
   for the Sale Hearing, at which the Debtors will seek the
   entry of an order authorizing the Debtors to sell the
   Purchased Assets free and clear of all liens, claims,
   encumbrances, and interests on substantially the terms and
   conditions set forth in the Acquisition Agreement(s), and
   authorizing the Debtors to assume and assign the Assigned
   Agreements.

M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor LLP in
Wilmington, Delaware, assures the Court that the proposed
Bidding Procedures is typical for transactions of this type. The
salient features of the proposed procedures are:

A. In order for an interested party to participate in the
   auction, such party must have:

     a. executed a confidentiality agreement satisfactory to the
        Debtors,

     b. provided the Debtors with a financial statement or other
        similar information sufficient to demonstrate such
        party's ability to finance and consummate the proposed
        transactions and

     c. provided the Debtors with a proposal regarding the
        purchase price range, assets to be excluded,
        liabilities to be assumed, the structure and financing
        of the transaction, any anticipated regulatory
        approvals, the time frame for obtaining such approvals
        and any anticipated obstacles, any additional closing
        conditions and the nature and extent of additional
        diligence such party may wish to conduct.

B. The Debtors propose to provide each Qualified Bidder due
   diligence access to the Debtors' business, including access
   to data rooms, on-site inspections, management
   presentations and such other matters as a Qualified Bidder
   may request and as to which the Debtors, in their sole
   discretion, may agree.

C. The Debtors have proposed December 4, 2001, as the deadline
   by which competing bids must be received by the Debtors, The
   Blackstone Group, L.P., Shearman & Sterling, Wachtell,
   Lipton, Rosen & Katz, Weil, Gotshal & Manges LLP, and
   Cadwalader, Wickersham & Taft. The Debtors may extend the
   Bid Deadline, but shall not be obligated to do so.

D. To participate in the bidding process, a Qualified Bidder
   must submit a letter stating that such bidder offers to
   purchase all or any portion of the Purchased Assets upon the
   terms and conditions set forth in a copy of the Acquisition
   Agreement attached to such letter, marked to show those
   amendments and modifications to the Acquisition Agreement,
   including price, terms, assets to be acquired and
   liabilities to be assumed, that the Qualified Bidder
   proposes. Such letter must also specify that such bid is
   irrevocable until 48 hours after the closing of the sale of
   the Purchased Assets. A Qualified Bidder shall accompany
   its bid with written evidence of a commitment for financing
   or other evidence of ability to consummate the transaction.
   The Debtors will consider a bid only if the bid is received
   by the Bid Deadline, provided however, that the Debtors
   reserve the right to waive any or all of these
   requirements, after consultation with counsel for each of
   the agent for the DIP Lenders, the agent for the Pre-
   petition Lenders and the Creditors' Committee.

E. The Debtors propose that the Bid Procedures Hearing be
   scheduled for on or about Tuesday, November 27, 2001. If
   the Debtors determine that a Qualified Bidder has submitted
   a Qualified Bid on or before November 26, 2001 with terms
   and conditions that are acceptable to the Debtors, and such
   Qualified Bidder has requested certain bid protections,
   including a topping fee and expense reimbursement, and if
   the Debtors determine in the exercise of their business
   judgment that granting the Bid Protections will promote
   competitive bidding and help maximize the value of the
   Debtors' estates, then the Debtors shall file and serve a
   notice describing the Bid Protections for which approval
   will be sought at the Bid Procedures Hearing upon counsel
   for the agent for DIP Lenders, counsel for the agent for
   the Pre-petition Lenders, counsel for the Creditors'
   Committee and United States Trustee no later than 1 day
   prior to the Bid Procedures Hearing. The Bid Protection
   Notice shall specify with particularity the bid protections
   the Debtors seek to grant to such Qualified Bidder.

F. The Sale of the Purchased Assets will be on an as is, where
   is basis, without representations or warranties of any
   kind, nature or description by the Debtors, their agents or
   estates except as set forth in the Acquisition Agreement
   and, with respect to a Qualified Bidder, to the extent set
   forth in a Marked Agreement. Upon consummation of the Sale,
   all of the Debtors' right, title and interest in the
   Purchased Assets shall be transferred free and clear of all
   interests, liens, claims and encumbrances. Any such Sale is
   subject to the approval of the DIP Lenders pursuant to the
   terns of the Second Amended and Restated Senior Secured
   Super Priority Debtor in Possession Credit Agreement, dated
   as of July 6, 2001.

G. Following receipt of all bids, the Debtors shall conduct an
   auction with respect to the Purchased Assets and provide to
   all Qualified Bidders the opportunity to submit additional
   bids at the Auction. The Auction shall take place on
   December 5, 2001, at the offices of Shearman & Sterling,
   599 Lexington Avenue, New York, New York 10022, or such
   later time or other place as the Debtors shall notify the
   Qualified Bidders who have submitted Qualified Bids and
   expressed their intent to participate in the Auction, as
   set forth above, but in no event shall the Auction occur
   later than the date that is one day prior to the Sale
   Hearing scheduled in the Bidding Procedures Order or
   otherwise by the Bankruptcy Court. Only Qualified Bidders
   will be eligible to participate at the Auction. At least
   2 days prior to the Auction, each Qualified Bidder must
   inform the Debtors whether it intends to participate in the
   Auction. The Debtors, at their option, may provide copies
   of any Qualified Bid or Qualified Bids that the Debtors
   believe are the highest or otherwise best offer to all
   Qualified Bidders who intend to participate in the Auction
   on the day of the Auction.

H. Based upon the terms of the Qualified Bids received, the
   number of Qualified Bidders participating in the Auction,
   and such other information as the Debtors determine is
   relevant, the Debtors, in their sole discretion, may
   conduct the Auction in the manner they determine will
   achieve the maximum value for the Purchased Assets. The
   Debtors may adopt rules for bidding at the Auction, that,
   in Debtor's business judgment, will better promote the
   goals of the bidding process and that are not inconsistent
   with any of the provisions of the Bidding Procedures, the
   Bankruptcy Code or any order of the Bankruptcy Court
   entered in connection herewith. Prior to the start of the
   Auction, the Debtors will inform the Qualified Bidders
   participating in the Auction of the manner in which the
   Auction will he conducted.

I. As soon as practicable after the conclusion of the Auction,
   the Debtors, in consultation with their financial advisors,
   and after consultation with counsel to each of the
   Creditors' Committee, the Agent for the Pre-petition
   Lenders and the Agent for the DIP Lenders, shall review
   each Qualified Bid on the basis of financial and
   contractual terms and the factors relevant to the sale
   process, including those factors affecting the speed and
   certainty of consummating the Sale, and identify the
   highest or otherwise best offer(s) for the Purchased Assets
   at the Auction. At the Sale Hearing, the Debtors shall
   present the Successful Bid(s) to the Bankruptcy Court for
   approval. A bid shall be accepted by the Debtors only when
   it has been approved by the Bankruptcy Court.

J. The Debtors are requesting that the Court schedule the Sale
   Hearing for a date on December 10, 2001. At the Sale
   Hearing, the Debtors will seek entry of an order

     authorizing and approving the Sale to the Successful
     Bidder(s), as determined by the Debtors in accordance with
     the Bidding Procedures, pursuant to the terms and
     conditions set forth in the applicable Marked Agreement
     submitted by the Successful Bidder(s). The Sale Hearing may
     be adjourned or rescheduled without notice other than by an
     announcement of the adjourned date at the Sale Hearing. The
     Debtors propose that following the Sale Hearing at which
     the Bankruptcy Court approves the sale of the Purchased
     Assets to one or more Successful Bidders, if any such
     Successful Bidder fail to consummate an approved sale
     because of a breach or failure to perform on the part of
     such Successful Bidder, the next highest or otherwise best
     Qualified Bid(s), as disclosed at the Sale Hearing, shall
     be deemed to be the Successful Bid(s) and the Debtors may
     effectuate such sale(s) without further order of the
     Bankruptcy Court.

K. Under the proposed Bidding Procedures, the Debtors may
   determine, in their business judgment, which Qualified
   Bid(s) are the highest or otherwise best offers and reject
   at any time before entry of an order of the Bankruptcy
   Court approving a Qualified Bid, any bid that, in the
   Debtors' sole discretion, is inadequate or insufficient,
   not in conformity with the requirements of the Bankruptcy
   Code, the Bidding Procedures, or the terms and conditions
   of sale, or contrary to the best interests of the Debtors,
   their estate and creditors. The Debtors shall not be
   required to accept any bid(s) and may elect, in their sole
   discretion, to exclude or withdraw from the Auction any or
   all property or assets.

L. At or before the Sale Hearing, the Bankruptcy Court,
   consistent with the purposes of the Bidding Procedures to
   obtain the highest or otherwise best offer for the
   Purchased Assets, the Debtors, may impose such other terms
   and conditions as they may determine to be in the best
   interests of their estates, their creditors and other
   parties in interest; provided, however, that such
   additional terms and conditions shall not be inconsistent
   with the Bidding Procedures Order.

M. The Debtors propose that within 1 day of the entry of the Bid
   Procedures Order, the Debtors shall serve by first-class
   mail, postage prepaid, a Sale Notice upon the Notice
   Parties. Based on the length of time the Debtors' assets
   have been marketed, and considering the costs, the Debtors
   submit that there is little if any value benefit to their
   estates in publishing notice of the auction and request
   that such notice be waived and the notice as provided
   herein be deemed sufficient.

N. The Debtors propose that no later than 10 days prior to the
   Sale Hearing, the Debtors shall cause a notice to be sent
   to each non-debtor party to an executory contract or
   unexpired lease that the Debtors may seek to assume and
   assign in connection with the Sale. Any objection to the
   proposed cure payment amount with respect to the assumption
   and assignment of any Executory Agreement shall be filed
   and served upon the Debtors' counsel so as to be received
   no later than 2 days prior to the date scheduled for Sale
   Hearing.

O. The Debtors propose that no later than 1 day after the
   conclusion of the Auction, the Debtors shall cause an
   Assumption Notice, to be sent to each non-debtor party to
   an Executory Agreement that the Debtors intend to assume
   and assign in connection with the Sale. Any objection to
   the assumption and assignment of any Assumed Agreement
   shall be filed and served upon the Debtors' counsel so as
   to be received no later than 1 day prior to the Sale
   Hearing.

The Debtors submit that the Bidding Procedures, are fair,
reasonable and the best means to ensure that the Debtors obtain
the highest and/or best offer for the Purchased Assets.

Mr. Cleary states that to compensate a Qualified Bidder for
agreeing to serve as a stalking horse, the Debtors may seek
approval of the Bid Protections in the event a Qualified Bidder
submits an offer conditioned on receiving Bid Protections. In
the event the Debtors determine that granting Bid Protections
will promote competitive bidding or will otherwise help the
Debtors maximize the sale price for the Purchased Assets, the
Debtors will file and serve the Bid Protection Notice and
request approval of the Bid Protections at the Bid Procedures
Hearing.

In the event the Debtors determine that granting Bid Protections
to a Qualified Bidder will encourage competitive bidding and
enhance the Sale process, Mr. Cleary submits that the Debtors
will present evidence at the Bid Procedures Hearing to establish
that the applicable criteria for their approval are satisfied.
The Debtors further submit that the Bid Protections will be the
product of extended good faith, arms-length negotiations between
the Debtors and the relevant bidder, that the Bid Protections
will be fair and reasonable in amount, and reasonably intended
to compensate for the risk to such Qualified Bidder of being
used as a stalking horse. Further, the Debtors believe that the
potential availability of Bid Protections will encourage
competitive bidding, and will encourage a Qualified Bidder to
submit a Marked Agreement with these provisions.

                       Fleet Objects

Regina Iorii, Esq., at Ashby & Geddes in Wilmington, Delaware,
tells the Court that Fleet Capital Corporation objects to the
manner in which the Debtors seek to achieve their motion to sell
their assets, and therefore seeks to postpone the sale hearing
to the already-scheduled omnibus hearing on December 20, 2001.

Regarding the Debtors request to sell their assets free and
clear of liens, claims and encumbrances, Ms. Iorii states that
is fine for assets that are owned by the Debtors, but the
debtors lease a substantial amount of their equipment from third
parties such as Fleet, and the Debtors have no ownership
interest in such equipment. Fleet believes that its leases are
true leases, and thus that the equipment that is subject to the
Master Lease cannot be sold.

Ms. Iorii relates that Fleet also objects to the form and manner
of notice of cure amounts because the Motion is silent on how
the Debtors intend to provide such notice. If they intend to
provide such notice by mail, it is possible that by the time the
non-debtor party receives the notice, such party will have very
little time to ascertain whether the cure amount listed on the
notice is in fact correct. Ms. Iorii requests that any order
entered by the Court should provide that such notice should be
faxed or sent via overnight courier to the non-debtor party,
with a copy to the non-debtor party's counsel.

Furthermore, Fleet objects to the statement in the Cure Amount
Notice that "on the Closing Date of the Sale, or as soon
thereafter as is practicable, the Debtors will pay the amount
the Debtors' records reflect is owing for pre-petition
arrearages."  Ms. Iorii contends that where there is a default,
the debtor in possession or trustee may not assume an executory
contract or unexpired lease until it cures the default or
provides adequate assurance that the default will be promptly
cured. This language is too vague to meet that requirement,
therefore, either the default should be cured before the
assumption and assignment of the contract or lease, or the Order
should set forth a date certain by which a default is to be
cured.

Fleet further objects to the provision in the Cure Amount Notice
because if by this, the Debtors mean that they may assume and
assign the lease or contract before the amount of the cure has
been determined, Fleet submits that they cannot do so. Ms. Iorii
claims that there is nothing in either the Bankruptcy Code or
the Bankruptcy Rules that gives the Debtors this discretion and
rather, Section 365(b)(1) requires the debtor to cure or provide
adequate assurance of curing before a contract may be assumed
and assigned.

Fleet also objects to the form and manner of the assumption
notice as the Motion provides that the Debtors will send out the
assumption notice no later than one day after the conclusion of
the Auction, and seeks to have objections to the assumption
notice filed and served so that the Debtors receive them no
later than one day prior to the sale hearing. In addition to the
Debtors' absolute silence as to how they will provide the
assumption notice to the non-debtor party to the contract or
lease, Ms. Iorii points out that the dates that the Debtors are
proposing simply do not work. The auction is not scheduled to
begin until December 5 and in a best-case scenario, the
assumption notice is not likely to be sent until December 6. If
the notice is faxed to the non-debtor party, that party will
have one day to get an objection filed. If the notice is sent
via overnight courier, the non-debtor party will have less than
one full day to file and serve its objection. And, if the
Debtors amend the assumption notice, as they reserve the right
to do, Ms. Iorii argues that it is entirely possible that a non-
debtor party to a lease or contract will have no time to object
to that amendment.

In the proposed assumption notice, the Debtors want the lessor
or non-debtor party to a contract to take their word for it that
the winning bidder is financially able to perform its duties
under the assigned contract or lease. Ms. Iorii states that
Lessors and non-debtor parties to contracts will have
essentially no time to assess the accuracy of that assertion
under the time strictures that the Debtors seek to impose.

Ms. Iorii believes that the Debtors' proposed deadlines will
affect the interests of a great number of non-debtor parties to
contracts and leases that did not have the same advance warning
of the Debtors' collapse as did the Debtors. Given that the
Debtors already have an omnibus hearing scheduled for December
20, Fleet wonders why the sale hearing must take place on
December 10 rather than on December 20. Although the Debtors
state that they have no more access to post-petition financing
and are in default under the post-petition financing agreement,
Ms. Iorii asserts that there is nothing in their papers that
suggests that the sale hearing could not be postponed to
December 20. Such a postponement would give the non-debtor
parties more time to assess whether the cure amount stated by
the Debtors is correct and whether the winning bidder does have
the financial wherewithal t perform under the contract or lease
after it is assigned.

                           * * *

Finding the relief requested is necessary and in the best
interest of the Debtors and their estates, Judge Farnan approves
the Bidding Procedures and schedules the sale hearing on
December 10, 2001 in the United States District Court for the
District of Delaware with all objections due on December 7,
2001. (Winstar Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


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

Issuer               Coupon   Maturity   Bid - Ask Weekly change
------               ------   --------   --------- -------------

Crown Cork & Seal     7.125%  due 2002    51 - 53        -4
Federal-Mogul         7.5%    due 2004    12 - 14         0
Finova Group          7.5%    due 2009    35 - 37         0
Freeport-McMoran      7.5%    due 2006    71 - 74        +1
Global Crossing Hldgs 9.5%    due 2009    12 - 13        -4
Globalstar            11.375% due 2004   7.5 - 9.5       +0.5
Levi Strauss & Co     11.625% due 2008    83 - 85         0
Lucent Technologies   6.45%   due 2029  68.5 - 70.5      +0.5
Polaroid Corporation  6.75%   due 2002   7.5 - 8.5        0
Terra Industries      10.5%   due 2005    77 - 80         0
Westpoint Stevens     7.875%  due 2005    32 - 35         0
Xerox Corporation     8.0%    due 2027    53 - 55        +2

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

                          *********

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

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

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

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

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

                          *********

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

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

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

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

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

                     *** End of Transmission ***