TCR_Public/011203.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, December 3, 2001, Vol. 5, No. 235

                          Headlines

ACT MANUFACTURING: Inks Second Limited Waiver with Bank Lenders
ANC RENTAL: Court Approves Payment of $30M in Pre-Petition Taxes
ALTA TERRA: Eyes Restructuring to Gain Access to Working Capital
AMCAST INDUSTRIAL: First Carolina Holds $12.684% Equity Interest
AMERIKING INC: S&P Cuts Rating Down to SD Following Default

AMES DEPT: Court Okays Donlin Recano as Debtors' Notice Agent
AVIATION SALES: Lenders Approve Terms of Proposed Restructuring
BROADWING: Expects to Complete Credit Pact Amendment by Dec. 15
BROCKER TECHNOLOGY: Nasdaq Delists Shares Effective November 27
BURLINGTON INDUSTRIES: Honoring Prepetition Customer Obligations

CHIQUITA BRANDS: Prepack Plan Premised on $1.28 Billion of Value
COSERV: Telephone & Cable Companies File for Chapter 11 Relief
DIGITAL LAVA: Nasdaq to Delist Securities Today
DYNASTY COMPONENTS: Eyes CCAA Protection in Canada to Reorganize
ENRON: Energen Prepares for Impact of Likely Breach of Contracts

ENRON CORP: S&P Ratchets Ratings on Five Deals Down a Notch
ENRON: Fitch Cites Key Issues In Creditors' Battle Over Assets
ENRON: Fitch Makes Sector Preliminary Assessment of Exposure
ENRON: Files Chapter 11 Petition & Suit Against Dynegy in NY
ENRON: Case Summary & Largest Unsecured Creditors

EUPHONIX INC: Debt Workout Extends Notes Maturity to Dec. 2003
EXODUS COMMS: Gets Okay to Hire Skadden Arps as Primary Counsel
FEDERAL-MOGUL: Committee Taps Sonnenschein Nath as Counsel
FRUIT OF THE LOOM: Seeks Approval to File NHL Pact Under Seal
GARDEN.COM INC: Will Pay Liquidating Distribution of $0.04/Share

HEALTHWATCH: Sustained Strained Liquidity in First Quarter
INFINITE GROUP: Shuts Down O&W Unit Due to Continued Losses
INTEGRATED HEALTH: Provident Bank Gets Clara Burke Sale Proceeds
KASPER A.S.L.: Eyeing Bankruptcy Option to Pursue Restructuring
LTV CORP: Proposes Sale & Bidding Protocol for Steel Assets

LERNOUT & HAUSPIE: Speechworks Wants ScanSoft's Final Sealed Bid
METALS USA: Seeks Approval to Pay Prepetition Tax Obligations
MOLL INDUSTRIES: Violates Financial Covenants Under Credit Pact
OLIN CORP: Moody's Places Ratings Under Review for Downgrade
OMEGA HEALTHCARE: Liquidity Concerns Spur Fitch to Lower Ratings

ONLINECHOICE.COM: Sues GTC Telecom to Recover Commissions
PACIFIC GAS: Freeman Urges Renegotiation of Power Contracts
PACIFIC GAS: Asks FERC to Approve Chapter 11 Plan Transactions
PARADISE MUSIC: Must Resolve Liquidity Problems to Survive
PILLOWTEX: Hires Duane Morris to Sue WestPoint Stevens

PIONEER COMPANIES: Houston Court Confirms Plan of Reorganization
POLAROID CORP: Court Approves Zolfo Cooper's Engagement Terms
RG RECEIVABLES: S&P Places Low-B Rating on CreditWatch Negative
SERVICE MERCHANDISE: Balks At New York's $3 Million Tax Claim
SINCLAIR BROADCAST: S&P Rates $310MM Senior Sub Notes at B

STOCKPOT INC: Canyon Creek Calls Off Agreement Following Default
TELESPECTRUM WORLDWIDE: Balance Sheet is Upside-Down by $108MM
TELESYSTEM INT'L: Strikes Deal to Restructure Subordinated Debt
USG CORP: Injury Claimants Get Okay to Hire Tersigni as Advisor
VERTIS HOLDINGS: S&P Cuts Low-B Ratings Over High Debt Levels

XO COMMS: Probable Default Compels S&P to Downgrade Junk Ratings
XO COMMS: Strikes Recapitalization Deal with Forstmann & Telmex

* Delaware Asbestos Cases Transferred to Judge Wolin

* BOND PRICING: For the week of December 3 - 7, 2001

                          *********

ACT MANUFACTURING: Inks Second Limited Waiver with Bank Lenders
---------------------------------------------------------------
ACT Manufacturing, Inc. (Nasdaq: ACTM) entered into a Second
Limited Waiver to its Credit Agreement with its domestic bank
syndicate, which is led by The Chase Manhattan Bank.  In the
waiver, the Company's domestic bank syndicate agreed to waive
until December 7, 2001 noncompliance by the Company of certain
borrowing base restrictions and certain events of default
relating to the Company's lease payment obligations.  The
Company and the domestic bank syndicate also agreed that the
maximum revolving loan availability under the Credit Agreement
will remain at $69 million, subject to availability under the
applicable borrowing base and the other terms and conditions to
borrowing under the Credit Agreement.

ACT Manufacturing, Inc., headquartered in Hudson, Massachusetts,
provides value-added electronics manufacturing services to
original equipment manufacturers in the networking and
telecommunications, computer and industrial and medical
equipment markets.  The Company provides OEMs with complex
printed circuit board assembly primarily utilizing advanced
surface mount technology, electro-mechanical subassembly, total
system assembly and integration, mechanical and molded cable and
harness assembly and other value-added services.  The Company
has operations in California, Georgia, Massachusetts,
Mississippi, France, England, Ireland, Mexico, Singapore, Taiwan
and Thailand.


ANC RENTAL: Court Approves Payment of $30M in Pre-Petition Taxes
----------------------------------------------------------------
In the normal operation of the Debtors' businesses, ANC Rental
Corporation, and its debtor-affiliates are responsible to
collect a variety of taxes from numerous Taxing Authorities and
then remit those collections on a periodic basis.  Although the
Debtors do not know the precise amount of Taxes owed to the
Taxing Authorities, they currently estimate that approximately
$30,000,000 is owed on account of pre-petition activities.

By this motion, the Debtors sought and obtained authority to pay
pre-petition sales, use, franchise, and excise taxes, as well as
all local, state and federal withholding taxes relating to the
pre-petition periods, including any Social Security and Medicare
taxes, and any associated late fees or penalties to various
federal, state and local taxing authorities in the ordinary
course of the Debtors' businesses.  The Debtors make it clear
that this request is without prejudice to the Company's rights
to contest the amounts of any Taxes on ordinary, non
bankruptcy-related grounds.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & MCCauley LLP
in Wilmington, Delaware, submits that under the laws of most
states and localities, the Taxes may constitute "trust fund"
taxes that are required to be held in trust for payment to the
Taxing Authorities.  As such, these funds are not property of
the Debtors' estates under 11 U.S.C. Sec. 541 and thus, no
specific authorization to make such payments should be required.

Ms. Fatell fears that withholding of the payment of the Taxes
may result in a marked increase in state and/or local audits and
lien filings, and significant administrative problems with at
least some of the Taxing Authorities. Such audits will
needlessly divert the Debtors' attention away from the
reorganization process. The Debtors believe that payment of the
Taxes will prevent these problems.

The Debtors believe that the Taxes may constitute "trust fund"
taxes, which are required to be collected from third parties and
held in trust for payment to the Taxing Authorities. To the
extent these "trust fund" taxes are collected, Ms. Fatell
contends that they are not property of the Debtors' estates and
therefore, do not have any equitable interest in the Taxes and
turning over the Taxes that were withheld would not involve a
disposition of property of the Debtors' estates. Furthermore,
the bulk of the Taxes are entitled to priority status and thus,
will be paid in full under any plan of reorganization.
Therefore, Ms. Fatell assures the Court that the payment of the
Taxes at this time only affects the timing of payment and does
not prejudice the rights of general creditors.

In many states that have laws providing that the Taxes
constitute "trust fund" taxes, Ms. Fatell believes that officers
and directors of the collecting entity may be held personally
liable to the extent the corporate debtor fails to meet the
obligations imposed on it. To the extent any accrued Taxes of
the Debtors were unpaid as of the Filing Date in such
jurisdictions, the Debtors' officers and directors may be
subject to lawsuits in such jurisdictions during the pendency of
this case, even if the failure to pay was not a result of any
nonfeasance or malfeasance on their part. Ms. Fatell contends
that such potential lawsuits would prove extremely disruptive
for the Debtors, the named officers and directors whose
attention to the Debtors' reorganization process is required,
and the Court, which might be requested to entertain various
motions seeking injunctions with respect to the potential state
court actions. It is in the best interests of the Debtors'
estates and the reorganization policy of the Bankruptcy Code to
eliminate the possibility of such distractions.

The Debtors believe their request is appropriate and in the best
interests of the Debtors, their estates and their creditors.
Thus, the Court should grant the relief requested in the Motion
and authorize the Debtors to pay the Taxes to the Taxing
Authorities, as they become due. (ANC Rental Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ALTA TERRA: Eyes Restructuring to Gain Access to Working Capital
----------------------------------------------------------------
Alta Terra Ventures Corp. (CDNX:ATT) has completed all major
development on its BearOps Linux Server Package, and the product
is now ready to go into production. The BearOps Firewall for
Broadband has some additions that are being completed under
contract, and is scheduled to be ready for production by
December 15. Since in-house development work is no longer
required, the Company is laying off all of its development staff
effective Thursday.

Due to the difficult economic conditions presently affecting the
market and the hi-tech sector, the company is also going to
engage in a restructuring of its operations effective
immediately. The aim of any restructuring is to insure the
Company's continued viability and access to working capital.
Any restructuring may include a sale of assets, a change of
directors and management, and a new focus.

Jay Roberge has resigned from the Board of Directors. At
present, three directors remain, being Dexter Dombro, Donald
Warman and Randy Thompson.

Alta Terra Ventures Corp. developed and distributes the BearOps
Linux Desktop OS, an easy-to-install and easy-to-use Linux
desktop operating system designed to ease Windows users through
the transition from Microsoft products to the stable,
comprehensive, and cost-effective Linux platform. In addition to
its BearOps Linux Desktop OS, the Company has announced its
Handheld Linx for Linux product, its BearOps Linux Server
Package, and is completing its BearOps Firewall for Broadband.
Alta Terra's mission is to be a full service Linux solutions
company with a large variety of tools at its disposal.


AMCAST INDUSTRIAL: First Carolina Holds $12.684% Equity Interest
----------------------------------------------------------------
First Carolina Investors, Inc. beneficially owns 12.684% of the
outstanding common stock of Amcast Industrial Corporation
represented by ownership of 1,087,900 such shares.  First
Carolina Investors holds sole voting and dispositive power over
the shares so held. The amount of funds paid for the shares by
First Carolina Investors, Inc. is $580,000.

                         *  *  *

As reported in the Troubled Company Reporter on October 19,
Amcast is finalizing its new financial covenants under credit
agreement with its lending group of banks, after it received
extension to maturity extension of its loan agreement until
September 2003.


AMERIKING INC: S&P Cuts Rating Down to SD Following Default
-----------------------------------------------------------
Standard & Poor's lowered its corporate credit ratings on
AmeriKing Inc. and unit National Restaurant Enterprises Holdings
Inc. to 'SD' (selective default) from triple-'C'-plus and
lowered its rating on National Restaurant Enterprises Holdings'
$50 million 10.75% senior unsecured notes due 2007 to 'D' from
triple-'C'-minus. The rating actions are based on the company's
failure to remit the interest payment on its senior notes that
was due Nov. 15, 2001.

At the same time, the rating on National Restaurant Enterprises
Holdings' $50 million 13% pay-in-kind notes due in 2008 was
lowered to single-'C' from triple-'C'-minus, and the preferred
stock rating on AmeriKing was lowered to single-'C' from double-
'C'. In addition, the rating on unit National Restaurant
Enterprises Inc.'s senior secured bank loan, which is guaranteed
by AmeriKing Inc., was lowered to single-'C' from triple-'C'-
plus, reflecting the uncertain prospects for the full recovery
of these issues in the event of a bankruptcy.

AmeriKing's, National Restaurant Enterprises Holdings' (its
operating subsidiary), and National Restaurant Enterprises
Inc.'s credit agreement prohibited the company from remitting
the interest payment on the 10.75% senior unsecured notes
because of non-compliance with the covenant for minimum levels
of EBITDA coverage. The company will be prohibited from
servicing its senior unsecured debt until it corrects the
covenant violation under its bank agreement. AmeriKing is in the
process of restructuring its capital structure; however, the
outcome is uncertain. Moreover, AmeriKing has significant near-
term debt maturities. The company is fully drawn on its $115
million credit facility that matures on June 30, 2002. The
company's heavy debt burden is a result of its rapid expansion
through acquisitions and new restaurant development. Total debt
to EBITDA is more than 15.8 times, and EBITDA coverage of
interest is thin at about 0.8x.

AmeriKing's operating performance has been poor for the past two
years, in part due to the weakening competitive position of the
Burger King chain. Same-store sales have been declining since
early 1999 and comparable-store sales fell 5.8% in 2000 and 7.8%
in the first nine months of 2001. The company's operating
margins deteriorated to 7.8% in the first nine months of 2001
from 11.7% in the same period of 2000. In 2000, the margin fell
to 15.0% from 18.7% in 1999.


AMES DEPT: Court Okays Donlin Recano as Debtors' Notice Agent
-------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates obtained
Court approval authorizing the employment of Donlin Recano &
Company Inc. to perform claims and noticing agent services. The
Debtors also received authorization to compensate and reimburse
Bankruptcy Services, L.L.C. for the claims and noticing agent
services it previously rendered in these chapter 11 cases.

Donlin, as approved, will provide the following services in
these cases:

A. maintain an official copy of the Debtors' schedules of assets
   and liabilities, schedules of executory contracts and
   unexpired leases, and statements of financial affairs,
   listing the Debtors' known creditors and the amounts owed
   thereto;

B. notify all potential creditors of the existence and amount of
   their respective claims as evidenced by the Debtors' books
   and records and set forth in the Schedules;

C. furnish a notice of the last date for the filing of proofs of
   claim and a form for the filing of a proof of claim, after
   such notice and form are approved by this Court;

D. file with the Clerk a copy of the notice, a list of persons
   to whom it was mailed, and the date the notice was mailed,
   within 10 days of service;

E. docket all claims received, maintain the official claims
   registers for each Debtor on behalf of the Clerk, and
   provide the Clerk with certified duplicate unofficial
   claims Registers on a monthly basis, unless otherwise
   directed;

F. specify, in the applicable Claims Register, the following
   information for each claim docketed:

        1. the claim number assigned,
        2. the date received,
        3. the name and address of the claimant and agent, if
           applicable, who filed the claim, and
        4. the classification of the claim;

G. record all transfers of claims and provide any notices of
   such transfers required by Rule 3001 of the Federal Rules of
   Bankruptcy Procedure;

H. make changes in the Claims Registers pursuant to Court order;

I. upon completion of the docketing process for all claims
   received to date by the Clerk's office, turn over to the
   Clerk copies of the Claims Registers for the Clerk's
   review;

J. maintain the official mailing list for each Debtor of all
   entities that have filed a proof of claim, which list shall
   be available upon request by a party-in-interest or the
   Clerk;

K. assist with, among other things, solicitation and calculation
   of votes and distribution as required in furtherance of
   confirmation of plan(s) of reorganization; and

L. at the close of the case, box and transport all original
   documents in proper format, as provided by the Clerk's
   office, to the Federal Records Center.

The Debtors request authority to compensate and reimburse Donlin
in accordance with these terms for all services rendered and
expenses incurred in connection with the Debtors' cases:

A. Noticing and Docketing Fees:

     1. System Usage Fees:

        a. Database Maintenance (based  on 17,000 creditors) of
           $200,000 plus $0.10 per creditor per month;

        b. Data Input Fee of $100/hour for Tape Conversation in
           format other than the Donlin format;

     2. Claims Docketing/Support Services:

        Client Claims Examination/Docketing $0.95/claim
        Pre-coded data entry $35/hour
        Uncoded data entry $60/hour
        Photocopying fee of $0.15/page
        Scanning fee to be determined
        Mailing services at cost

     3. Reports/Services:

        a. Laser printing notices $0.12/page

        b. Report Formatting/Set-Up:

           Laser printing $0.12/page
           Cheshire labels $0.05 each
           Peel & stick labels $0.06 each
           Ink Jet $0.09/each
        c. Special Report/Services:

           Programming $100/hour
           Special Consulting at Donlin's published rates

B. Plan Balloting charge of $1.50/ballot

C. Deposit of $60,000 to be applied to final bill. (AMES
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


AVIATION SALES: Lenders Approve Terms of Proposed Restructuring
---------------------------------------------------------------
Aviation Sales Company (NYSE: AVS) reported on the status of its
previously announced restructuring. In August 2001 the Company
reached an agreement with the holders of 73.02% of its
outstanding senior subordinated notes to restructure those
notes. The Company also previously reported that it intends to
conduct a rights offering to the holders of its outstanding
common stock to raise $20 million to fund the cash portion of
the note restructuring, to pay the expenses of the restructuring
and for working capital, and that Lacy J. Harber, the Company's
principal stockholder, has agreed to purchase the unsold
allotments in the rights offering. In September 2001, the
Company filed registration statements relating to the note
exchange and the rights offering, which have not yet become
effective. The Company further reported that its lenders have
recently approved the terms of the proposed restructuring and
that the Company currently expects to complete its restructuring
early in the first quarter of 2002.

Revenues from continuing operations for the 2001 three and nine
month periods were $61.3 million and $213.7 million, compared to
$81.3 million and $278.3 million for the comparable 2000
periods. The Company's loss from continuing operations for the
2001 three and nine month periods was $38.1 million and $103.1
million, compared to losses of $27.7 million and $39.8 million
for the 2000 comparable periods. The Company's net loss,
including its loss from discontinued operations, was $40.4
million and $109.7 million for the 2001 three and nine month
periods, compared to $82.3 million and $115.2 million for the
comparable periods in 2000.

The Company reported that its three and nine month 2001
operating results were significantly impacted by non-cash
charges aggregating $29.4 million and $76.8 million,
respectively. These non-cash charges included writedowns of
notes receivables and other assets, aggregating $11.1 million
and $45.6 million, respectively, for the 2001 three and nine
month periods, which relate to the Company's joint venture with
Kellstrom Industries, Inc. (Kellstrom, according to its SEC
filings, is experiencing substantial financial difficulties),
the writedown during 2001 of goodwill and leasehold improvements
relating to the Company's Oscoda engine and airframe facilities
and its Winston-Salem airframe facilities, the writedown in full
of the Company's investment in a joint venture formed to
manufacture and install kits to convert Boeing 727 aircraft from
passenger configuration to cargo configuration, and a $9.0
million writedown in the carrying value of the Company's
Miramar, Florida warehouse and office facility (which facility
is currently subleased to Kellstrom).

The Company further reported that operating results in 2001 were
also impacted by a reduction in market opportunities due to
adverse market conditions, including the impact on the MR&O
markets caused by the September 11th terrorist attacks. These
adverse conditions have caused customers to delay maintenance on
their aircraft or park older aircraft. Operating results for
2001 have also been adversely impacted by increased competition
in the airframe heavy maintenance market, which has spread
outsourced heavy maintenance among a larger group of providers
and has caused a decline in gross margins. The Company believes
that these conditions will continue to impact results of
operations during the fourth quarter of 2001, but that cost
containment efforts taken during 2001, combined with an increase
in outsourced maintenance which is expected during the first
half of 2002, should return the Company to profitability during
2002.

The Company also reported that it has been advised by the New
York Stock Exchange that the NYSE has determined to suspend the
trading of the Company's common stock on the NYSE effective
immediately prior to the opening of the market on Thursday,
December 6, 2001 and to seek to delist the Company's common
stock from the NYSE. The Company believes that the NYSE's
decision was based upon the Company having fallen below one of
the NYSE's continued listing requirements (that the Company have
a total market capitalization and stockholders' equity of not
less than $50 million) and because the average closing price of
the Company's common stock has fallen below $1.00 for more than
30 consecutive trading-days. While the NYSE had previously
approved the Company's plan to allow the Company's common stock
to remain on the NYSE while the Company sought to bring itself
back into compliance with the NYSE's continued listing
standards, the Company believes that the NYSE recently
reconsidered its decision due to (i) the significant non-cash
charges which the Company recorded over the last two quarters
(as described above) which had not been anticipated when the
Company originally submitted its plan to the NYSE, and (ii) the
Company's common stock being traded below $1.00 per share for
more than the last 30 trading days. The Company expects that its
shares will be quoted on the Bulletin Board maintained by the
NASD effective on December 6, 2001.

Aviation Sales Company is a leading independent provider of
fully integrated aviation maintenance, repair and overhaul
(MR&O) services for major commercial airlines and maintenance
and repair facilities. Aviation Sales Company currently operates
four MR&O businesses: TIMCO, which, with its three locations, is
one of the largest independent providers of heavy aircraft
maintenance services in North America; Aerocell Structures,
which specializes in the MR&O of airframe components, including
flight surfaces; Aircraft Interior Design, which specializes in
the refurbishment of aircraft interior components; and TIMCO
Engine Center, which refurbishes JT8D engines. The Company also
operates TIMCO Engineered Systems, which provides engineering
services to our MR&O operations and our customers.


BROADWING: Expects to Complete Credit Pact Amendment by Dec. 15
---------------------------------------------------------------
Broadwing Inc. (NYSE:BRW) announced the implementation of a
reorganization plan designed to realign the company's focus and
resources against the current economic and market opportunities.

Kevin Mooney, executive vice president and CFO, will assume the
newly created position of chief operating officer, Broadwing
Inc. In this role, he will be responsible for all operations
including, sales, network operations, information technology,
and customer service, across both Cincinnati Bell and Broadwing
Communications.

"These changes will move our company closer to our customers,
speed our decision-making, streamline our operations by removing
layers of management, and better align our costs against a
changing telecom landscape," said Rick Ellenberger, Broadwing's
president and CEO. "I am confident that Kevin Mooney's skills,
experience, and leadership are perfectly suited to leverage our
opportunities in this economic environment."

The restructuring initiatives, which are already underway,
include:

                    Consolidating Activities

The company is consolidating customers from its 11 web-hosting
centers into three core facilities -- Cincinnati, Austin, and
Newark, DE. The capabilities of the company's all-optical
switched network enable storage and managed services solutions
that are independent of geography.

The DSL and internet activities of ZoomTown are being merged
into the company's Cincinnati Bell operations. This move better
leverages the ZoomTown DSL product into Cincinnati Bell's suite
of successful bundled offerings.

Additionally, certain staff functions and call center operations
are being combined to increase effectiveness and realize
operating efficiencies.

               Exiting Non-Strategic Operations

The company will close six enterprise sales branch offices and
will concentrate resources and energy in its top 30 markets.

Broadwing will also exit its construction line of business,
which primarily built networks for other carriers. With the
fiber optic network complete and operating in the top 137 MSAs
in the country, the company's network operations will streamline
to focus on maintaining and adding customers to the network.

                    Streamlining Operations

Layers of management have been eliminated to place decision-
making closer to the customer and give greater authority to
customer facing operations.

Broadwing Technology Solutions, the company's IT consulting and
systems integration business, will be rationalized to focus on
market opportunities that maximize Broadwing's core network
capabilities.

Certain customer service and information technology operations
will be outsourced for efficiency and others will be streamlined
to correspond with the company's focus on higher end data and
internet customers.

This reorganization will culminate in a reduction of headcount
of approximately 900 people or 15 percent of the workforce.

As a result of these actions and the write-down of various other
assets, the company expects to incur a charge of between $250
million to $300 million during the fourth quarter; approximately
$75 million of which will be a cash component.

"By organizing ourselves in this manner, we are positioning
Broadwing to more effectively attack the opportunities available
in today's new marketplace, while instilling the fiscal
discipline to maintain our financial strength," said Kevin
Mooney, chief operating officer, Broadwing Inc.

Under the new organization:

     Jack Cassidy, president, Cincinnati Bell, will continue to
lead the company's local integrated communications operations as
it continues to set the standard for customer service excellence
as evidenced by the two J.D. Power and Associates awards it
received this year for customer satisfaction in local and long
distance communications services.

     Jack Chidester, will expand his role as president, Business
Enterprises, to include all customer-facing activities for the
national business including, enterprise and broadband sales,
marketing, product development, and customer operations.

     Mike Jones, chief technology officer, will lead the
company's Austin-based network, engineering, and operations
functions and leverage these industry-renowned capabilities into
a further competitive advantage.

     Tom Schilling, senior vice president Finance will assume
the operational financial responsibility in addition to
administration and oversight of Broadwing Technology Solutions.

     Mary McCann, controller Broadwing Inc, will become senior
vice president Corporate Finance and assume responsibility for
finance, treasury, audit, tax, and accounting activities. She
will report to Ellenberger. Rick Pontin, formerly president of
Broadwing Communications, has left the company to pursue other
interests.

In anticipation of the restructuring, the company has submitted
an amendment to its lenders under the Credit Agreement, which
would allow the company to exclude the effects of the
restructuring from the covenant calculations. Several of our
lead banks have already approved it for their position and the
company anticipates the amendment process to be completed by
December 15th.

"These changes will strengthen our focus on adding profitable
customers to our network and providing them unparalleled quality
and service. Consequently, Broadwing is also well positioned for
future success and to achieve our goal of becoming free cash
flow positive by mid-year 2002," said Ellenberger.

Broadwing Inc. (NYSE:BRW) is an integrated communications
company. Broadwing leads the industry as the world's first
intelligent, all-optical, switched network provider and offers
businesses nationwide a competitive advantage by providing data,
voice and Internet solutions that are flexible, reliable and
innovative on its 18,500-mile optical network and its award-
winning IP backbone. Cincinnati Bell is one of the nation's most
respected and best performing local exchange and wireless
providers with a legacy of unparalleled customer service
excellence and financial strength. The company was recently
ranked number one in customer satisfaction by J.D. Power and
Associates for both local residential telephone service and
residential long distance among mainstream users. Cincinnati
Bell provides a wide range of telecommunications products and
services to residential and business customers in Ohio, Kentucky
and Indiana. Broadwing Inc. is headquartered in Cincinnati,
Ohio. For more information, visit http://www.broadwing.com


BROCKER TECHNOLOGY: Nasdaq Delists Shares Effective November 27
---------------------------------------------------------------
Brocker Technology Group Ltd. (Nasdaq: BTGLE - TSE: BKI) an
information technology and telecommunications company announces
that a Nasdaq Qualifications Panel, reviewing a determination by
the Staff of the Nasdaq Stock Market has determined to delist
Brocker's securities from the Nasdaq Stock Market effective with
the opening of business on November 27, 2001.

The Panel rendered its decision on November 26, 2001 following a
hearing held on October 18, 2001. The Staff's original
determination was based on the Company's failure to meet the
continued listing requirements of the Nasdaq National Market.

The Company's common shares continue to trade on the Toronto
Stock Exchange.


BURLINGTON INDUSTRIES: Honoring Prepetition Customer Obligations
----------------------------------------------------------------
After due deliberation, Judge Walsh permits Burlington
Industries, Inc., and its debtor-affiliates in their sole
discretion, to treat all Customer Obligations in the ordinary
course of the Debtors' businesses in the same manner and on the
same terms and conditions as such obligations were treated prior
to the Petition Date, including by honoring or paying all
Credits, Deposits, Warranty Claims and Promotional Claims.  The
Court also authorizes the Debtors to continue honoring all
obligations to customers that arise from and after the Petition
Date in the ordinary course of their businesses.  But it should
be understood that the Court is not admitting the validity of
any claim against the Debtors; waiving the Debtors' rights to
dispute any claim; or approving assumption of any agreement,
contract or lease, pursuant to section 365 of the Bankruptcy
Code. (Burlington Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


CHIQUITA BRANDS: Prepack Plan Premised on $1.28 Billion of Value
----------------------------------------------------------------
Chiquita Brands International, Inc., proposes a Plan of
Reorganization under which the Company will issue 40 million
shares of new common stock upon completion of the restructuring,
and its outstanding securities will be treated as follows, based
on amounts outstanding at October 31, 2001:

       * The existing $775 million of senior notes plus
         accrued interest will be exchanged for $250 million of
         new senior notes and 35.1 million shares (87.75%) of
         the new common stock -- recovering an estimated 100%.

       * The existing $86 million of subordinated debentures
         plus accrued interest will be exchanged for 3.1 million
         shares (7.75%) of the new common stock -- recovering an
         estimated 47.8 cents-on-the-dollar.

       * The existing preferred stock will be exchanged for 0.25
         million shares (0.62%) of the new common stock plus new
         warrants to purchase 4.2 million shares of additional
         new common stock (7.79% on a fully diluted basis).

       * The existing common stock will be exchanged for 0.55
         million shares (1.38%) of the new common stock plus new
         warrants to purchase 9.2 million shares of additional
         new common stock (17.21% on a fully diluted basis) --
         with shareholders recovering an estimated 48 cents per
         share.

The economics are premised on an agreed $1.28 billion enterprise
value for Reorganized Chiquita.  Subtracting the long-term net
indebtedness of the Reorganized Company at the Effective Date
(comprised of $250 million of New Notes and an estimated $413
million of subsidiary indebtedness), the aggregate equity value
of the 40 million new shares in the Reorganized Company is $617
million.  Continuing the arithmetic, the assumed value of the
New Equity is $14.38 per share and the assumed value of each New
Warrant (for one share) is $3.11.

As part of a management incentive program that will include a
new stock option plan, existing management will receive 1.0
million shares (2.5%) of the new common stock.

Additional new common shares will be issuable upon exercise of
the new warrants.  The new warrants, which will have a seven-
year maturity, are intended to provide existing preferred and
common shareholders with significant opportunity to profit from
future growth in Chiquita's equity value.

The Company's current Board of Directors will remain in place
during the Chapter 11 case. Upon completion of the Chapter 11
process, a new seven-member Board of Directors will be elected.
The new Board will consist of Carl H. Lindner and Steve Warshaw,
who currently serve as Directors, plus five members nominated by
the bondholder committees. (Chiquita Bankruptcy News, Issue No.
1; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


COSERV: Telephone & Cable Companies File for Chapter 11 Relief
--------------------------------------------------------------
CoServ Electric announced that due to continuing pressures
affecting the financial environment in the telecommunications
industry, it has voluntarily sought Chapter 11 reorganization
for its telephone and cable companies. CoServ will continue to
operate these companies as it seeks a buyer; therefore, service
to its customers is expected to remain unchanged during the
Chapter 11 process. Additionally, the company emphasized that
its other services, including electric, gas, security, Internet
and Web hosting, are not included in the Chapter 11 filing, and
therefore these services will not be affected by the action.

The telephone and cable companies provide services to businesses
and residences in Collin, Dallas, Denton, Rockwall and Tarrant
counties. The beleaguered market conditions in the
telecommunications industry have led at least 44 other
telecommunications companies across the U.S. and in Texas to
seek bankruptcy protection during 2001.

"Our primary objective, as it has been for nearly 65 years, is
maintaining high levels of service for our customers," said Bill
McGinnis, CoServ president and chief executive officer. "Our
goal is to find a buyer who will operate the telephone and cable
companies with the same customer service focus. Filing for
Chapter 11 reorganization will help assure continued service as
we proceed with the sale process. Partly due to the highly
sophisticated nature of our telecommunications infrastructure,
we have already received inquiries from interested buyers. We
hope to move through the reorganization in a timely manner."

The Chapter 11 petitions were filed in the United States
Bankruptcy Court, Northern District of Texas, in Fort Worth,
Texas. The following affiliated companies were included in the
petition: CoServ Telecom Holdings, L.P.; CoServ Telecom GP,
L.L.C.; CoServ, L.L.C. dba CoServ Communications; DWB GP, Inc.;
Dallas Wireless Broadband, L.P. dba CoServ Broadband; and
MultiTechnology Services, L.P. dba CoServ Broadband Services. In
connection with these filings, 45 of the companies' 236
employees have been terminated.

For nearly 65 years, CoServ has provided dependable, affordable,
electric power to thousands of homes. In 1998, the Company
expanded both its service area and its service offerings to
include a broad range of services, including telephone and
cable. Further information on CoServ is accessible at
http://www.coserv.comand information on its telephone and cable  
companies can be found at http://www.coservcom.com


DIGITAL LAVA: Nasdaq to Delist Securities Today
-----------------------------------------------
Digital Lava Inc. (Nasdaq:DGLV) announced that it has requested
to be delisted from the Nasdaq Small Cap Market as of the close
of business on December 3, 2001.

After that time, trading in Digital Lava's stock will be
conducted in the over-the-counter market on the NASD's
"Electronic Bulletin Board," pending a determination by the
Board of Directors to close Digital Lava's stock transfer books
and cease trading of its stock in furtherance of the plan of
liquidation and dissolution approved by the company's
stockholders on October 30, 2001.


DYNASTY COMPONENTS: Eyes CCAA Protection in Canada to Reorganize
----------------------------------------------------------------
Dynasty Components Inc. (DCI:TSE) announced its results for the
third quarter ended September 30, 2001. The financial position
and results of operations presented in the report distinguish
between DCI's continuing operations and those that are being
divested or discontinued. Revenues of $1.5 million for the third
quarter and $2.3 million for the period from May 11, 2001 to
September 30, 2001 represent the continuing logistics business
carried on through our subsidiary, Parts Logistics Management
Corp. Since DCI did not own this business in fiscal 2000, there
are no comparative fiscal 2000 figures for our continuing
operations. The assets and results of operations of the
representative division (DCIdynasty), the distribution division
(DCInextech) and the other business units of DCIenable are
reported in the notes to the consolidated financial statements
as discontinued operations.

                    Corporate Restructuring

DCI's third quarter report marks a new era for the Company. DCI
has transformed the Company to one that is focused entirely on
the logistics outsourcing market. Management feels that this
change is supported by our current customer base and the
significant business opportunities seen in the service provider
and original equipment manufacturers ("OEM") marketplaces. In
order to accomplish DCI's corporate re-structuring, the Company
intends to file for court protection to enable DCI to plan a
reorganization under the provisions of the Companies' Creditors
Arrangement Act ("CCAA").

"We want to reassure our customers, suppliers and employees that
this is not a liquidation but a corporate restructuring."
comments DCI President & CEO, Gary Economo. "We intend to focus
on our core expertise in logistics outsourcing and to divest of
our non-strategic business assets. The Company requires the
protection afforded by the CCAA to complete an orderly
reorganization. The recent and sudden downturn in the telecom
and high technology industries has caused the Company to seek
protection."

Dynasty Components Inc., headquartered in Kanata, Ontario, is a
leader in connecting suppliers with customers. DCI has been
developing enduring value added relationships between customers
and suppliers in the IT industry since 1985. Recently DCI has
embarked on a bold new business strategy focused entirely on the
provision of specialized procurement and logistics management
services to the Information Technology (IT) industry across
North America. DCI's growth going forward will be driven by its
leading-edge "Interactive Parts Ordering System?" (IPOS?)
technology, a proprietary internet-based logistics management
solution. DCI trades on The Toronto Stock Exchange under the
symbol "DCI". For more information visit our web site at
http://www.dcicorporate.com


ENRON: Energen Prepares for Impact of Likely Breach of Contracts
----------------------------------------------------------------
Energen Corporation (NYSE: EGN) announced that its two major
subsidiaries have relationships and outstanding contracts with
Enron Corporation and numerous other intermediaries.  While
Energen is prepared to pursue appropriate remedies, in the event
that Enron does not fulfill its contractual obligations, the
Company estimates that such non-performance by Enron could
negatively impact Energen's net income by 20-25 cents per
diluted share relative to the Company's previously disclosed
earnings guidance for the fiscal year 2002, which began October
1, 2001.  The Company also said that, since December 2000, it
has significantly reduced its energy trading relationship with
Enron.

Energen said that its oil and gas subsidiary, Energen Resources
Corporation, has an in-the-money position of approximately $14
million with Enron related to open commodity and basis swaps
contracts.  Energen Resources also has delivered more than 1
billion cubic feet (Bcf) of natural gas under a physical sales
contract for which it is owed approximately $4 million by Enron.  
In addition, Energen's natural gas utility, Alabama Gas
Corporation (Alagasco), owes Enron an estimated $6.8 million for
purchases made for its distribution system.

Based on New York Mercantile Exchange (NYMEX) futures prices at
the close of business on Thursday, November 29, 2001, Enron
would owe Energen Resources approximately $13.5 million related
to future production of 10.1 Bcf as it occurs over the remaining
10 months of Energen's fiscal year 2002.  These open swap
contracts cover approximately 27 percent of the Company's
estimated natural gas production (excluding acquisitions and
exploration) in the last 10 months of the 2002 fiscal year.  
Also, Energen said Enron would owe approximately $565,000 for 2
months of open swap contracts covering 68,000 barrels of oil, or
approximately 17 percent of the Company's estimated oil
production for November and December 2001.

In addition to production hedges, Energen Resources has in-the-
money open swap contracts with Enron for natural gas and oil
basis differentials for which Energen estimates that Enron
presently would owe the Company approximately $260,000.

These amounts have not been previously recorded in the Company's
operating results, as the swap agreements qualified for deferral
under the cash flow hedge provisions of Financial Accounting
Standard No. 133, "Accounting for Derivative Instruments and
Hedging Activities."

In addition to the swap contracts, approximately 11.2 Bcf, or
about 30 percent, of Energen Resources' production (excluding
acquisitions and exploration volumes) in the remaining 10 months
of the 2002 fiscal year are covered by physical sales contracts
with Enron that feature a 3-way pricing mechanism.  On a NYMEX-
equivalent basis, these contracts are capped at $4 per thousand
cubic feet (Mcf); when market prices are between $2.90 and $4
per Mcf, the contract price equals the market price; when market
prices are between $2.40 and $2.90 per Mcf, the contract price
is $2.90 per Mcf; when market prices are below $2.40 per Mcf,
Energen Resources receives the market price plus a basin-
specific premium of 35 cents to 45 cents per Mcf.  At today's
close, the average NYMEX price for the open contract period was
$2.69 per Mcf.

For fiscal year 2003, Energen has similar physical sales
contracts for 11.9 Bcf of natural gas production.  At today's
close, the average NYMEX price for the fiscal year 2003 period
was $3.17 per Mcf.

Alagasco has contracts with Enron to purchase gas for its
distribution system.  The Company said that, regardless of
Enron's financial condition, it does not expect these contracts
to impact the utility's results of operations or its ability to
provide reliable sources of supply to its customers.

Energen Resources' and Alagasco's agreements with Enron provide
for various remedies and liquidation rights in the event of a
default by Enron. Given the nature of recent developments at
Enron, the ultimate disposition on any amounts owed to the
Company by Enron or owed to Enron by the Company cannot be
predicted at this time.

Energen Corporation is a diversified energy holding company with
headquarters in Birmingham, Alabama.  Its two lines of business
are natural gas distribution in central and north Alabama and
the acquisition, exploitation, exploration and production of
natural gas, oil and natural gas liquids onshore in North
America.  Additional information on Energen is available at
http://www.energen.com


ENRON CORP: S&P Ratchets Ratings on Five Deals Down a Notch
-----------------------------------------------------------
Standard & Poor's lowered its ratings on five synthetic
transactions related to Enron Corp.  In addition, the ratings on
the transactions were removed from CreditWatch with negative
implications and placed on CreditWatch with developing
implications.

The lowered ratings and revised CreditWatch placements reflect
the Nov. 28, 2001 rating action taken on Enron Corp. These
synthetic issues utilize a credit default swap referencing Enron
Corp. The ratings on these synthetic transactions reflect the
current senior unsecured rating of Enron Corp.

               Outstanding Ratings Lowered, Removed
               From Creditwatch Negative And Placed
                    On Creditwatch Developing

  Enron Credit Linked Notes Trust       To           From

$500 million credit linked notes  B-/Watch Dev    BBB-/Watch Neg

  Enron Credit Linked Notes Trust II

$500 million credit linked notes  B-/Watch Dev    BBB-/Watch Neg

  Enron Euro Credit Linked Notes Trust

Eur200 million credit linked notes B-/Watch Dev   BBB-/Watch Neg

  Enron Sterling Credit Linked Notes Trust

GBP125 million credit linked notes B-/Watch Dev   BBB-/Watch Neg

  Yosemite Securities Trust I

$750 million credit linked notes   B-/Watch Dev   BBB-/Watch Neg

                              *  *  *

DebtTraders reports that Enron Corp's 7.875% bonds due 2003
(ENRON1) are trading between 18 and 21. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRON1for  
real-time bond pricing.  


ENRON: Fitch Cites Key Issues In Creditors' Battle Over Assets
--------------------------------------------------------------
With total assets of $62.8 billion at Sept. 30, 2001, Enron
would become the biggest bankruptcy in United States history if
it files for bankruptcy as expected. Fitch anticipates a lengthy
and contentious battle over Enron's assets. Some of the key
issues for creditors are:

What is the Enterprise Value?

     There are several issues that cloud an enterprise valuation
of Enron. First and foremost is the uncertain value remaining in
Enron's wholesale trading business. Approximately 75% of Enron's
total 2000 Income before interest, minority interests and taxes
was generated by the wholesale services segment, which consists
primarily of the energy trading business. Based on recent
refusals of Enron's energy trading partners to accept the
company as a counter-party and exacerbated by implementation of
trading restrictions on the company by the New York Mercantile
Exchange, Fitch believes significant doubt has been cast upon
Enron's ability to continue to operate this business at its
previous scale. Further, previous valuations of bankrupt trading
businesses have been quite low. Therefore, Fitch believes it
would be prudent to assign a very conservative valuation to this
segment in a recovery analysis. Secondly, due to the ongoing
Securities and Exchange Commission investigation of Enron's
accounting, and previous restatements of earnings, there exists
uncertainty over the accuracy of historical earnings reports.
Finally, Enron's retail energy segment is closely integrated
with the company's wholesale operations for energy supply. If
the wholesale operations remain shutdown, the future cash flow
generation ability of the retail segment may be materially
impaired.

How will the value of Enron's assets be allocated in a
bankruptcy?

     Fitch has conducted a preliminary analysis of recovery
prospects for various creditor classes. Enron's pipeline
business has historically been a steady source of cash flow
generation. A market comparable method of valuation for the
transportation segment results in strong recovery prospects for
secured creditors at Northern Natural and Transwestern. Fitch
estimates there would be roughly $1 billion of residual value
from the pipelines following the satisfaction of their secured
and unsecured claims and Dynegy's claim. As part of the merger
agreement with Enron, Dynegy injected $1.5 billion into Enron in
exchange for preferred stock in Enron's largest pipeline,
Northern Natural Gas, which can be converted into ownership of
the pipeline. Dynegy has exercised this option. It is noted that
as part of its investment in the preferred stock, Dynegy
negotiated the right to block a bankruptcy filing at this
subsidiary.

     Enron has various other assets that could be monetized to
satisfy unsecured creditor claims. Enron has an agreement to
sell its Portland General Electric subsidiary for anticipated
net proceeds of about $1.8 billion in cash or cash equivalents
in 2002. In addition, Enron has contracted to sell $800 million
of merchant assets which is expected to close before year end,
subject to execution risks including regulatory and transfer
risks. The net proceeds that could be realized from cash on
hand, inventories, and various other monetizable assets are
difficult to estimate. Moreover, the full extent to which the
company's assets have been pledged is uncertain.

     The outstanding amount of senior unsecured debt is
currently estimated to be about $11 billion, excluding possible
liabilities arising from trust structures such as Marlin and
Osprey. Additionally, other general unsecured claims in a
bankruptcy would include customer deposits, minority interests,
project and structured finance make whole obligations, as well
as an unknown amount of amount of exposure to is shareholders,
employees and others relating to the spate of recent litigation
against Enron. The amount of these other general unsecured
claims can not be determined at this time.

     Despite the fluidity of the situation, Fitch's preliminary
view is that unsecured creditors would realize recoveries in the
20-40% range. This opinion considers the deterioration in the
value of the wholesale trading business, the pledge of flagship
assets to secured creditors, the uncertain cashflow generation
prospects of the retail segment in light of the wholesale
business situation, the opaque and uncertain accounting and off
balance sheet liability issues, and other unexpected
liabilities.

Will Enron be able to continue to operate as a going concern or
seek to liquidate assets?

     Enron would require a sizable debtor in possession facility
to fund ongoing operations and induce counter-parties to resume
business with Enron. Fitch believes it is uncertain whether
Enron has adequate unencumbered or over- collateralized assets
to obtain a DIP large enough to enable the resumption of
wholesale operations.

What is the situation for secured creditors to Marlin Water
Trust II and Osprey Trust?

     The ratings of Marlin's $915 million senior secured notes
and Osprey's $2.4 billion senior secured notes rely on support
of Enron. A liquidation of the underlying assets is the primary
source of repayment. A shortfall in liquidation proceeds would
become a claim against Enron, which may be subject to
subordination to the claims of other creditors in a bankruptcy.


ENRON: Fitch Makes Sector Preliminary Assessment of Exposure
------------------------------------------------------------
Fitch downgraded Enron Corp.'s senior unsecured ratings to 'CC'
from 'BBB-' and revised the Rating Watch to Negative from
Evolving. A 'CC' rating indicates that default of some kind
appears probable. In view of Enron's worldwide involvement in
energy marketing and trading, natural gas pipelines, merchant
generation, retail energy services, and broadband
communications, it is not surprising that the downgrade of the
Enron credit has had financial impacts both within as well as
beyond the energy and utility sectors. Fitch's preliminary
assessment of those effects is summarized below, but we will
continue to monitor the situation as additional disclosures are
made:

               CDOs and Credit Derivatives

Until recently, Enron Corp was among the most actively traded
names in the global credit default swap (CDS) market. As such,
approximately fifteen Fitch-rated US and European CDOs have
exposure to Enron. Moreover, certain institutions with
significant lending exposures to Enron have transferred some of
this risk to the capital markets in the form of CDOs. Typically,
CDOs are structured to withstand this type of 'event risk;'
nonetheless, Fitch is reviewing the impact of this exposure for
each CDO transaction in light of Enron's precarious financial
position and expectations of low recoveries for senior unsecured
creditors in a possible bankruptcy. Rating actions on some CDOs
are possible, especially for non-investment-grade tranches and
those transactions already underperforming.

            Monolines, Reinsurance and Insurance

Several monoline bond insurers and reinsurers rated by Fitch
have a small amount of indirect exposure to Enron or its
subsidiaries within highly rated CDO's and pooled credit
derivatives. This is not surprising since Enron was widely
traded in the CDS market and reinsurance companies, in
particular, have been fairly active as sellers of credit
protection in the credit derivative market. A few of these firms
have a small amount of direct financial guaranty exposure. Any
losses resulting from these exposures are expected to be
absorbed by the companies' general loss reserves, with no
significant impact on earnings. Therefore no rating changes are
anticipated at this time.

The collapse of Enron could cost the insurance industry $2
billion or more according to preliminary estimates. These losses
are expected to be manageable if they are well diversified among
insurers and reinsurers. Lines of coverage that are likely to
face the most significant claims related to this event are
directors and officers (D&O) liability coverage provided to
Enron and possibly Dynegy; professional liability coverage
provided to Enron's auditor, Arthur Anderson; and the financial
guarantee coverage provided on Enron's projects by non-monoline
financial guarantors. In addition, any insurers that have made
investments in Enron will need to write-down these assets on
their balance sheet. It is too early to assess individual
company exposures. Coming in the wake of the events of September
11th, Enron's problems will only serve to further "harden"
insurance rate activity.

               Energy Marketing & Trading

Fitch has conducted a preliminary review of the net trading
exposures with Enron reported by various energy marketing and
trading firms and anticipates no immediate changes in credit
ratings or outlooks for rated companies in the sector as a
direct result of the Enron situation. The largest net exposures
publicly disclosed thus far include Duke Capital ('A' senior
unsecured) and The Williams Companies ('BBB' senior unsecured)
with approximately $100 million each, Reliant Resources, Inc.
('BBB+') with about $80 million, and Dynegy Holdings Inc.
('BBB+' senior unsecured) at $75 million. Net exposures at other
rated counterparties including Mirant Corp. ('BBB' senior
unsecured), AEP Resources ('BBB+' senior unsecured), and Sempra
Energy ('A' senior unsecured), also appear relatively manageable
in the near term, approximating $50 million and below. Fitch
believes that most counterparties across the sector have made
some progress in reducing credit exposures to Enron by re-
directing transactions and trading out of positions as Enron's
credit profile deteriorated over the past several weeks. In
addition, most major counterparties have halted all trading
activities with Enron. Fitch continues to closely monitor
exposure levels and will take rating action as appropriate in
the event that exposure levels change materially from amounts
currently disclosed.

Another potential issue will be the extent to which
counterparties will ultimately be permitted to net their
respective exposures across the various Enron trading entities
in the event of a bankruptcy proceeding. Fitch believes that
netting will generally be effective for most companies. Due to
Enron's involvement in extremely innovative and complex
financial and trading structures, however, Fitch will continue
to investigate whether netting might be limited for some
entities.

                         Utilities

Enron's financial difficulties should not have a meaningful
impact on the credit quality of regulated investor-owned
electric utilities or natural gas local distribution companies.
Those companies that own electric generation generally use all
or most of their output to meet their customers' energy needs
and consequently do not have significant receivable exposure to
Enron or other energy marketers. Companies that are active
energy traders generally conduct those activities through non-
regulated affiliates of the type discussed above. To the extent
an investor owned electric or gas utility relies on Enron to
supply their customer requirements, given current market
conditions replacement power or gas should be available at
reasonable rates if needed.

The impact of Enron's difficulties on public power credits
should not be substantial. Most public power utilities
(municipal electric systems and rural electric cooperatives)
meet their power requirements from owned generation or power
purchase contracts with other public power entities. Given the
not-for-profit nature of these utilities, very few municipal or
cooperative systems have been aggressive participants in the
energy sales and trading markets and have had limited
interaction with Enron. Public power's greatest involvement with
Enron is probably as a purchaser of natural gas to fuel power
plants, and for supplemental electricity above their base-load
requirements. Should public power systems lose their supply
arrangements with Enron, given the current depressed state of
the energy markets, Fitch expects that they would have minimal
difficulty replacing these supplies at competitive prices.

          Financial Institutions and Securities Firms

The banking firms involved in the Enron-Dynegy transaction have
been most impacted by Enron's situation. J. P. Morgan Chase has
exposure of approximately $500 million unsecured, plus
additional secured exposure of least $400 million. Citigroup has
exposure of approximately $800 million, with estimated $300
million unsecured and $500 million secured.

The banking industry's stated exposures do not appear, in and of
themselves, significant enough to have ratings implications.
Fitch remains concerned, however, about Enron's active
involvement with the credit default swap market and derivatives
and trading activities which may not yet be reflected in initial
disclosures.

Given Enron's active participation in many markets, each of the
securities firms have select exposure. Most often this exposure
is well secured as the last few weeks have provided an
opportunity to increase margin collateral and reduce exposure to
Enron overall. There were a couple of firms that participated in
the backup facility as an adjunct to ancillary business but this
exposure is also minimal.

Exposure at other financial institutions: Abbey National plc
(UK) is owed approximately $165 million by Enron. ABN Amro
Holding NV (Netherlands) may set aside approximately $100
million to cover possible Enron Losses. National Australia has
approximately $200 million in secured and unsecured exposure to
Enron, and other Australian lenders have loans to Enron of an
additional estimated $250 million. Credit Lyonnais SA (France)
has $125 million of unsecured loans to Enron. Dresdner Bank AG
(Germany) has exposure to Enron of less than $100 million. Other
German banks do not have significant exposure. It is expected
that additional disclosures will be forthcoming from
international banks within the next week.

CIBC (Canada) has approximately $115mm in senior unsecured
loans, letters of credit and derivatives plus additional secured
exposure of approximately US$100mm. In addition, Fitch believes
that many other large U.S. and Canadian banks have some
exposure, although it is expected to be relatively modest for
most.

                            Europe

Fitch downgraded the Secured rating of the USD95 million Trust
Notes issued by European Power Limited Company to 'CC' from
'BB', placing it on Rating Watch Negative. The Senior Unsecured
and Short-term ratings of Azurix Europe Ltd. ('BBB+/F2') and
Wessex Water Services Ltd. ('A-/F2') were placed on Rating Watch
Evolving.

Contact: General: Steve Fetter 1-212-908-0555 and Robert
Grossman 1-212-908-0535;CBOs: Roger Merritt 1-212-908-0636;
Monolines: David Litvack 1-212-908-0593; Insurance: John Bareiss
1-312-368-3162; Energy M&T: Hugh Welton/Ellen Lapson 1-212-908-
0746/1-212-908-0504; Utilities: Rob Hornick/Alan Spen 1-212-908-
0523/1-212-908-0594; Financial Institutions: Sharon Haas 1-212-
908-0362; Securities Firms: Eileen Fahey 1-312-368-5468; Europe:
Richard Hunter 44 20 7417 4362.


ENRON: Files Chapter 11 Petition & Suit Against Dynegy in NY
------------------------------------------------------------
Enron Corp. (NYSE: ENE) announced that it along with certain of
its subsidiaries have filed voluntary petitions for Chapter 11
reorganization with the U.S. Bankruptcy Court for the Southern
District of New York.  As part of the reorganization process,
Enron also filed suit against Dynegy Inc. (NYSE: DYN) in the
same court, alleging breach of contract in connection with
Dynegy's wrongful termination of its proposed merger with Enron
and seeking damages of at least $10 billion.  Enron's lawsuit
also seeks the court's declaration that Dynegy is not entitled
to exercise its option to acquire an Enron subsidiary that
indirectly owns Northern Natural Gas Pipeline.  Proceeds from
the lawsuit would benefit Enron's creditors.

In a related development aimed at preserving value in its North
American wholesale energy trading business, Enron said that it
is in active discussions with various leading financial
institutions to provide credit support for, recapitalize and
revitalize that business under a new ownership structure.  It is
anticipated that Enron would provide the new entity with
traders, back office capabilities and technology from Enron's
North American wholesale energy business, and that the new
entity would conduct counterparty transactions through
EnronOnline, the company's existing energy trading platform.   
Any such arrangement would be subject to the approval of the
Bankruptcy Court.

In connection with the company's Chapter 11 filings, Enron is in
active discussions with leading financial institutions for
debtor-in-possession (DIP) financing and expects to complete
these discussions shortly.  Upon the completion and court
approval of these arrangements, the new funding will be
available immediately on an interim basis to supplement Enron's
existing capital and help the company fulfill obligations
associated with operating its business, including its employee
payroll and payments to vendors for goods and services provided
on or after today's filing.

Filings for Chapter 11 reorganization have been made for a total
of 14 affiliated entities, including Enron Corp.; Enron North
America Corp., the company's wholesale energy trading business;
Enron Energy Services, the company's retail energy marketing
operations; Enron Transportation Services, the holding company
for Enron's pipeline operations; Enron Broadband Services, the
company's bandwidth trading operation; and Enron Metals &
Commodity Corp.

Enron-related entities not included in the Chapter 11 filing are
not affected by the filing.  These non-filing entities include
Northern Natural Gas Pipeline, Transwestern Pipeline, Florida
Gas Transmission, EOTT, Portland General Electric and numerous
other Enron international entities.

To conserve capital, Enron will implement a comprehensive cost-
saving program that will include substantial workforce
reductions.  These workforce reductions primarily will affect
the company's operations in Houston, where Enron currently
employs approximately 7,500 people.

In addition, the company will continue its accelerated program
to divest or wind down non-core assets and operations.  Details
of the units to be affected will be communicated shortly.

                         The Dynegy Lawsuit

In its lawsuit filed Sunday in U.S. Bankruptcy Court in New
York, Enron alleges, among other things, that Dynegy breached
its Merger Agreement with Enron by terminating the agreement
when it had no contractual right to do so; and that Dynegy has
no right to exercise its option to acquire the entity that
indirectly owns the Northern Natural Gas pipeline because that
option can only be triggered by a valid termination of the
Merger Agreement.

                       The Chapter 11 Filings

In conjunction with Sunday's petitions for Chapter 11
reorganization, Enron will ask the Bankruptcy Court to consider
a variety of "first day motions" to support its employees,
vendors, trading counterparties, customers and other
constituents.  These include motions seeking court permission to
continue payments for employee payroll and health benefits;
obtain interim financing authority and maintain cash management
programs; and retain legal, financial and other professionals to
support the company's reorganization actions.  In accordance
with applicable law and court orders, vendors and suppliers who
provided goods or services to Enron Corp. or the subsidiaries
that have filed for Chapter 11 protection before Sunday's filing
may have pre-petition claims, which will be frozen pending court
authorization of payment or consummation of a plan of
reorganization.

               The Wholesale Energy Trading Business

The discussions currently underway with various leading
financial institutions are aimed at obtaining credit support
for, recapitalizing and revitalizing Enron's North American
wholesale energy trading operations under a new ownership
structure in which Enron would continue to have a significant
ownership interest.

"If these discussions are successful, they could result in the
creation of a new trading entity with a strong and unencumbered
balance sheet, the industry's finest trading team, and its
leading technology platform, all backed by one or more of the
world's leading financial institutions," said Greg Whalley,
Enron president and chief operating officer.  "We understand
that it may take time for counterparties to resume normal
trading levels with this entity, but we are confident that this
business can be put back on a solid footing.  Obviously, our
potential partners share our confidence or they would not be at
the table with us.  We intend to take steps to retain employees
who are key to the future success of our wholesale energy
trading business and to regain the support and confidence of its
trading counterparties."

                         Comment by Ken Lay

"From an operational standpoint, our energy businesses-including
our pipelines and utilities-are conducting normal operations and
will continue to do so, " said Kenneth L. Lay, chairman and CEO
of Enron.  "While uncertainty during the past few weeks has
severely impacted the market's confidence in Enron and its
trading operations, we are taking the steps announced [Sun]day
to help preserve capital, stabilize our businesses, restore the
confidence of our trading counterparties, and enhance our
ability to pay our creditors." Enron's principal legal advisor
with regard to the proposed merger with Dynegy, Enron's Chapter
11 filings, the Dynegy lawsuit, and related matters is Weil,
Gotshal & Manges LLP.  Enron's principal financial advisor with
regard to its financial restructuring is The Blackstone Group.

Enron Corp. markets electricity and natural gas, delivers energy
and other physical commodities, and provides financial and risk
management services to customers around the world. Enron's
Internet address is http://www.enron.com


ENRON: Case Summary & Largest Unsecured Creditors
-------------------------------------------------
Lead Debtor: Enron Metals & Commodity Corp.
             520 Madison Avenue
             New York, NY 10022

Debtor affiliates filing separate chapter 11 petitions:
             Enron Corp.
             Enron North America Corp.
             Enron Power Marketing, Inc.
             PBOG Corp.
             Smith Street Land Company
             Enron Broadband Services, Inc.
             Enron Energy Services Operations, Inc.
             Enron Energy Marketing Corp.
             Enron Energy Services, Inc.
             Enron Energy Services L.L.C.
             Enron Transportation Services Company
             BAM Leasing Company
             ENA Asset Holdings, L.P.

Type of Business: Debtor is engaged primarily in the business
             of commodities trading.

Chapter 11 Petition Date: December 2, 2001

Bankruptcy Case Nos.: 01-16033 through 01-16046

Court: Southern District of New York

Debtors' Counsel: Martin J. Bienenstock, Esq.
                  Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  Telephone (212) 310-8000
                  Fax (212) 310-8007

                          -and-

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


Total Assets: $61,783,000,000

Total Debts: $52,185,000,000

List of Largest Unsecured Creditors

A. Enron Metals' 20 Largest Unsecured Creditors

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Al Rajhi                    Financial             $101,343,685
Saudi Arabia

Asarco Incorporated         Trade                   $1,871,733
2575 Camelback
Phoenix, AZ 85016

Cero Wire & Cable Company   Trade                     $874,191
P. O. Box 91163
840 S. Canal St. 3rd Floor
Chicago, IL 60693           

Mitsubishi Materials        Trade                     $874,191
Corporation
P1-51 Ohtemachi
Chiyaoda-KA
Tokyo 100-8117
Japan        

DLA-Cobalt-006              Trade                     $528,360
Contract No. 5P00833-97-5
Depot Summerville, NJ       

Impexmetal Sa               Trade                     $163,854

Bare Wire Products          __________                $113,372

Mexicana De Cobre,          Trade                     $112,522
S.A. De CV

Doo Young Kim               Commission                 $99,143

Progress Rail Service       Rail                       $57,845

S.J. Stewart Company        Trade                      $46,517

Alfred Knight               Trade                      $40,794

Aluminum Recycling Center   Trade                      $40,655

Apex Transportation, Inc.   Trucker                    $32,962

Metal Processors            Trade                      $29,424
Incorporated

Longhorn Metal              Trade                      $27,000

Tucker Companies            Shipping                   $25,247

Wallach Iron & Metal        Trade                      $23,5412
Company                                                 [sic.]

Yonack Iron & Metal Co.     Trade                      $18,316

B. Enron Corp.'S 20 Largest Unsecured Creditors

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Chase Manhattan Bank        Note                 $1,907,698,000
Institutional Trust Svcs.
600 Travis Street
Houston, TX 77002
Phone: (713) 216-6877
Fax: (713) 577-5200         

Citibank, N.A.              Bank Loan           $1,750,000,000

Citibank, N.A.              Bank Loan           $1,250,000,000

Bank of New York            Note                  $500,000,000
Attn: Beata Hryniewicka
5 Penn Plaza, 13th Floor
New York, NY 10001
Phone: (212) 896-7140       

Bank of New York            Note                  $325,000,000
Attn: Beata Hryniewicka
5 Penn Plaza, 13th Floor
New York, NY 10001
Phone: (212) 896-7140       

Bank of New York            Note                  $250,000,000
Attn: Beata Hryniewicka
5 Penn Plaza, 13th Floor
New York, NY 10001
Phone: (212) 896-7140       

Bank of New York            Note                  $250,000,000
Attn: Beata Hryniewicka
5 Penn Plaza, 13th Floor
New York, NY 10001
Phone: (212) 896-7140       

Bank of New York            Note                  $250,000,000
Attn: Beata Hryniewicka
5 Penn Plaza, 13th Floor
New York, NY 10001
Phone: (212) 896-7140       

Bank of New York            Note                  $222,500,000
Attn: Beata Hryniewicka
5 Penn Plaza, 13th Floor
New York, NY 10001
Phone: (212) 896-7140       

Bank of New York            Note                  $200,000,000
Attn: Beata Hryniewicka
5 Penn Plaza, 13th Floor
New York, NY 10001
Phone: (212) 896-7140       

Bank of New York            Note                  $200,000,000
Attn: Beata Hryniewicka
5 Penn Plaza, 13th Floor
New York, NY 10001
Phone: (212) 896-7140       

Bank of New York            Note                  $150,000,000
Attn: Beata Hryniewicka
5 Penn Plaza, 13th Floor
New York, NY 10001
Phone: (212) 896-7140       

Bank of New York            Note                  $100,000,000
Attn: Beata Hryniewicka
5 Penn Plaza, 13th Floor
New York, NY 10001
Phone: (212) 896-7140       

John L. Wortham & Son, LLP  Trade Debt              $3,687,068
P.O. Box 1388
Houston, TX 77251-1388
Phone: (713) 526-3366
Fax: (713) 526-2757         

Arthur Andersen, LLP        Trade Debt              $1,987,261
711 Louisiana St., #1300
Houston, TX 77002
Phone: (713) 237-2323
Fax: (713) 237-2786         

SAP America, Inc.           Trade Debt              $1,712,528
600 East Las Colinas Blvd.
Suite 2000
Irving, TX 75039
Phone: (972) 868-2154
Fax: (972) 868-2001         

CAP Gemini Ernst &          Trade Debt                $886,711
Young US LLC
1221 McKinney Street
Houston, TX 77010
Phone: (713) 750-1500       

Digital Consulting          Trade Debt                $434,435
& Software
One Sugar Creek Center
Blvd., Suite 500
Sugar Land, TX 77478-3556
Phone: (281) 243-2400
Fax: (281) 243-2506         

Source Net Solutions Inc.   Trade Debt                $411,149
1212 North Post Oak
Houston, TX 77055
Phone: (713) 548-3300
Fax: (713) 548-3333         

Planners Services           Trade Debt                $373,569
6605 Cypresswood Drive
Suite 300
Spring, TX 77379
Phone: (281) 586-8181
Fax: (281) 880-1988         

C. Enron North America's 20 Largest Unsecured Creditors

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Barclays Bank PLC - London  Trade Debt            $126,071,170
54 Lombard St.
London EC3P 3AH             

The Chase Manhattan Bank    Trade Debt            $113,262,221
One Chase Manhattan Plaza
New York, NY 10017
Phone: 212/270-6000
Fax: 212/552-4910           

UBS AG                      Trade Debt             $74,301,346
299 Park Avenue
New York, NY 10171          

The Chase Manhattan Bank,   Trade Debt             $71,856,071
London
357C Chaseside
Bournemouth DO, BH7 7DB     

Credit Suisse First Boston  Trade Debt             $70,651,405
London
5 World Trade Center
New York, NY 10048-0928
Phone: 212/325-2000         

Dynegy Marketing and Trade  Trade Debt             $44,208,951
1000 Louisiana, Ste. 5800
Houston, TX 77002-5050
Phone: 713/507-6460
Fax: 713/507-6353           

The Toronto-Dominion Bank   Trade Debt             $35,325,702
55 King St. W
Toronto ON, M5K 1A2
Phone: 416/982-8222
Fax: 416/982-6796           

El Paso Merchant Energy, LP Trade Debt             $33,781,256
1001 Louisiana, Ste. 2600
P.O. Box 2511
Houston, TX 77002
Phone: 713/420-5000
Fax: 205/327-2413           

Bank of Montreal             Trade Debt            $20,721,509
1st Bank Tower
Toronto ON, M5X 1A1
Phone: 514/877-7110         

Coral Energy Resources, LP   Trade Debt            $20,136,666
P.O. Box 200921
Houston, TX 77216-0921
Phone: 713/230-3849
Fax: 713/767-5644           

CXY Energy Marketing         Trade Debt            $15,442,574
2400, 205 - 5th Ave SW
Calgary AB, T2P 2V7
Phone: 403/509-5200
Fax: 403/509-5219           

Williams Energy Marketing    Trade Debt            $15,305,799
& Trading Co.
P.O. Box 2848
Tulsa, OK 74101-9567
Phone: 918/573-2000
Fax: 918/594-1935           

El Paso Merchant             Trade Debt            $14,605,208
Energy - Gas, L.P.
P.O. Box 2563
Birmingham, AL 35202-2563
Phone: 713/420-2131
Fax: 205/327-2291           

PanCanadian Energy           Trade Debt            $13,899,849
Services Inc.
1200 Smith, Ste. 900
Houston, TX 77002-4501
Phone: 713/331-5000
Fax: 713/331-5333           

CMS Marketing                Trade Debt            $13,591,019
Services & Trading Co.
Philadelphia, PA 19170      

CalPX Trading Services,      Trade Debt            $13,160,554
a division of the
California Power Exchange
200 S. Los Robles Ave.
Ste. 400
Pasadena, CA 91101
Phone: 626/537-3100
Fax: 626/537-3191           

The Royal Bank of Canada     Trade Debt            $10,000,000
1 Place Ville Marie
Montreal, Quebec H3B 4A7
Phone: 514/874-2110         

J. Aron & Company            Trade Debt             $9,885,989
85 Broad St., 5th Fl.
New York, NY 10004
Phone: 212/902-4186
Fax: 212/902-4193           

Goldman Sachs Capital        Trade Debt             $9,737,755
Markets, L.P.
85 Broad St.
New York, NY 10004
Phone: 212/902-1000
Fax: 212/902-0996           

Mirant Americas Energy       Trade Debt             $9,680,670
Marketing, L.P.
1155 Perimeter Center W,
Ste. 130
Atlanta, GA 30338-5416
Phone: 678/579-5000
Fax: 281/584-3905           

D. Enron Power Marketing's 20 Largest Unsecured Creditors

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
California Power Exchange   Trade Debt            $35,543,479
1000 S. Fremont Ave.
5th Floor
Alhambra, CA 91803-4737
Phone: 626/537-3100         

Morgan Stanley Capital      Trade Debt            $31,785,712
Group Inc.
1585 Broadway - Commodities
4th Floor
New York, NY 10036-8200
Phone: 212/761-4000
Fax: 212/761-0292           

Duke Energy Trading and     Trade Debt            $24,210,779
Marketing
10777 Westheimer, Ste. 650
Houston, TX 77042-3455
Phone: 713/260-1825         

Bonneville Power            Trade Debt            $11,257,364
Administration
P.O. Box 491
Vancouver, WA 98666-0491
Phone: 503/230-5101
Fax: 503/230-7463           

Mirant Americas Energy      Trade Debt             $7,211,128
Marketing
1155 Perimeter Center W
Ste. 130
Atlanta, GA 30338-5416
Phone: 678/857-5000
Fax: 281/584-3905           

PJM Interconnection, L.L.C. Trade Debt             $4,432,417
955 Jefferson Avenue
Norristown, PA 19403-2497
Phone: 610/666-8980
Fax: 610/666-4284           

City of Austin              Trade Debt             $2,886,384
P.O. Box 1088
Austin, TX 78767
Phone: 512/499-2000
Fax: 512/322-6627           

The California Independent  Trade Debt             $2,372,259
System
P.O. Box 639014
Folsom, CA 95763-9014
Phone: 916/351-4400         

CES - American              Trade Debt             $2,367,960
Electric Power
1 Riverside Plaza
Columbus, OH 43215
Phone: 614/223-1000
Fax: 614/324-4596           

ISO New England Inc.        Trade Debt             $1,832,312
One Sullivan Rd.
Holoyoke, MA 01040-2841
Phone: 413/535-4000         

Willamette Industries, Inc. Trade Debt             $1,688,468
P.O. Box 339
Albany, OR 97321
Phone: 503/227-5581         

Powerex Corp.                Trade Debt            $1,412,185
666 Burrard St., Ste. 1400
Vancouver, BC V6C 2X8
Phone: 601/891-5028
Fax: 604/891-5045           

Valley Electric              Trade Debt            $1,265,322
Association, Inc.
800E Hwy. 372
Pahrump, NV 89041
Phone: 775/727-5312
Fax: 775/727-6320           

United Illuminating Company  Trade Debt            $1,130,483
P.O. Box 1564
New Haven, CT 06506-0901
Phone: 203/499-2000
Fax: 203/499-3617           

Statoil Energy Trading,      Trade Debt            $1,090,650
Inc.
2800 Eisenhower Avenue
Alexandria, VA 22314-4578
Phone: 703/317-2300
Fax: 703/317-2604           

Wheelabrator Martell Inc.    Trade Debt              $974,644
11901 Ampine Fibreform Rd.
Sutter Creek, CA 95685-9665
Phone: 209/223-4581
Fax: 209/223-1586           

Tosco Refining Company       Trade Debt              $960,564
P.O. Box 1919
Martinez, CA 94553
Phone: 925/370-3304
Fax: 925/372-3012           

Los Angeles Dept. of         Trade Debt              $875,618
Water & Power
P.O. Box 10208
Van Nuys, CA 91410-0208
Phone: 213/367-3411
Fax: 818/771-6510           

Northeast Utilities          Trade Debt              $603,300
Service Company
P.O. Box 270
Hartford, CT 06141-0270
Phone: 860/665-5000
Fax: 860/665-2266           

Williams Energy Marketing    Trade Debt              $514,559
& Trading Co.
P.O. Box 2848
Tulsa, OK 74101-9567
Phone: 918/573-2000
Fax: 918/594-1935           

E. Smith Street Land's 20 Largest Unsecured Creditors

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Clark Contractors Inc.      Real Estate Contract  $40,000,000
5949 Sherry Lane
Dallas, Texas 75225
Attn: J. L. Herndon
Fax: 214-363-6093

    and

Clark Contractors, Inc.
7500 Old Georgetown Road
3rd Floor
Bethesda, Maryland 20814
Attention: Steve Holt, Esq.
Fax: 301-272-1916           

Berger Iron Works           Real Estate Contract     $675,000
1411 Bonner
Houston, Texas 77007        

Hines Interests Limited     Real Estate Contract     $385,000
Partnership
Pennzoil Place
711 Louisiana
South Tower, Suite 2200
Houston, Texas 77002-2720
Attn: Charles M. Baughn

    and

Hines Interests Limited
Partnership
2800 Post Oak Blvd.
Houston, TX 77056-6118
Attn: Jeffrey C. Hines
Fax: 713-966-2020           

Kendall/Heaton              Real Estate Contract     $200,000
Associates, Inc.

Shen, Milsom & Wilke, Inc.  Real Estate Contract     $160,000

I.A. Naman &                Real Estate Contract     $150,000
Associates, Inc.

M. Arthur Gensler, Jr. &    Real Estate Contract     $140,000
Associates, Inc

Cesar Pelli &               Real Estate Contract      $85,000
Associates, Inc.

Walsh/Lowe/Constantin       Real Estate Contract      $70,000
Group, LLC

Walter P. Moore &           Real Estate Contract      $30,000
Assoc. Inc.

CBM Engineers, Inc.         Real Estate Contract      $24,000

Peter M. Muller, Inc.       Real Estate Contract      $23,000

Cini-Little                 Real Estate Contract       $9,000
International, Inc.

HMA Consulting, Inc.        Real Estate Contract       $9,000

Clark Condon                Real Estate Contract       $8,000
Associates, Inc.

Persohn/Hahn                Real Estate Contract       $6,500
Associates, Inc.

Quentin Thomas              Real Estate Contract       $5,000
Associates, Inc.

Baker's Safe & Lock         Real Estate Contract           $0
Co., Inc.

Walker Parking Consultants/ Real Estate Contract       $2,500
Engineers, Inc.

GraphTec, Inc.              Real Estate Contract           $0

F. Enron Broadband Services' 20 Largest Unsecured Creditors

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Level 3 Communications,     Various                $7,248,671
LLC
1025 Eldorado Boulevard
Broomfield, CO 80021
1-877-653-8353              

360 Networks                Dark Fiber             $4,006,590
121010 Airport Way
Broomfield, CO 80021        

MA Mortenson                __________             $2,434,553
700 Meadow Lane North
Minneapolis, MN 55442       

Metromedia Fiber Networks   Colocation and         $2,338,161
360 Hamilton Avenue         Access Fees
White Plains, NY 10601
Roger Duran                 
914-421-7658

The Bentley Company         __________             $1,420,072
P.O. Box 842553
Dallas, TX 75284-2553       

EPIK Communications         Dark Fiber             $1,241,441
3501 Quadrangle Boulevard
Orlando, FL 32817
407-482-8400                

Lucent Technologies Inc.    __________               $399,600
P.O. Box 200776
DALLAS, TX 75320-0776       

Pro Business Comerica       __________               $392,854
Bank - California
201 Spear St, 2nd Floor
San Francisco, CA 94105     

Worldcom                    Circuit                  $364,176
P.O. Box 856059
Louisville, KY 40285-6059

    and

6929 N Lakewood
Tulsa, OK 74117
Bill Stears
918-590-5369                

Vinson & Elkins L.L.P.      __________               $338,576
P.O. Box 200113
Houston, TX 77216-0113      

MCI Worldcom                Circuit                  $336,836
PO Box 10023
Pasadena CA 91189
Jim Bynum
918-590-3452                

AT&T Communications, Inc.   Circuit                  $315,047
P.O. Box 10226
Newark, NJ 07193-0226

    and

32 Ave. of the Americas
New York, NY 10013
John D'Agostino
212-387-5400                

Qwest                       Circuit                  $222,707
P O Box 12480
Seattle, WA 98111-4480

    and

1801 California St.
Denver, CO 80202
Eric Nance
303-793-6371                

AT&T                        Telephone                $216,404
P.O. Box 78214
PHOENIX, AZ 85062-8214

    and

P O Box 78225
Phoenix, AZ 85062-8225      

Telplexus Inc.              __________               $207,400

Genuity                     Circuit                  $178,101

ITXC Corp                   Minutes                  $164,645

Adventis                    Consulting               $150,000

American Power Systems      Repairs & Maintenance    $136,530

G. Enron Energy Services Op's 20 Largest Unsecured Creditors

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Pro Business                Trade Debt             $1,521,356
Comerica Bank - California
201 Spear Street
San Francisco, CA 94105     

TXU Electric                Trade Debt             $1,263,933
P. O. Box 660409
Dallas, TX 75266-0409       

Avista Advantage, Inc.      Trade Debt               $588,607
P. O. Box 2440
Spokane, WA 99210-2440      

New York City Public        Trade Debt               $466,842
Utility
110 William Street, Room 400
New York, NY 10038          

SRP                         Trade Debt               $457,604
P. O. Box 2950
Phoenix, AZ 85062-2950      

Hartford Steam Boiler       Trade Debt               $416,666
P. O. Box 73720
Chicago, IL 60673-7720      

Sun Microsystems Inc.       Trade Debt               $413,681
c/o Nations Bank of Georgia
CS Drawer 198330
Atlanta, GA 30384-8330      

Southwestern Public Service Trade Debt               $404,961
P. O. Box 35000
Amarillo, TX 79120-5000     

Corestaff Services          Trade Debt               $339,199
4400 Post Oak Parkway
Ste. 2000
Houston, TX 77027           

GPU Energy                  Trade Debt               $330,227
P. O. Box 600
Allenhurst, NJ 07709-0600   

The United Illuminating Co. Trade Debt               $282,175
P. O. Box 2936
Hartford, CT 06104-2936     

COMED Bill Payment Center   Trade Debt               $261,331
Chicago, IL 60668-0001      

PSE&G                       Trade Debt               $225,344

Bracewell & Patterson LLP   Trade Debt               $214,156

Trizechahn Allen Center LP  Trade Debt               $212,155

Peco Energy Company         Trade Debt               $200,702

Merant Inc.                 Trade Debt               $188,172

United Computer Group       Trade Debt               $170,993

City of Hartwell            Trade Debt               $150,396

Valtech Technologies Inc.   Trade Debt               $145,554

H. Enron Energy Marketing's 13 Largest Unsecured Creditors

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Massachusetts Electric Co   Trade Debt               $698,623
Woburn, MA 01807-0005       

San Diego Gas & Electric    Trade Debt               $146,935
Customer Remittance
Proc. Svcs.

NStar Electric              Trade Debt               $119,299

Southern California Edison  Trade Debt                $91,369

Southern California Gas Co. Trade Debt                $28,351

Verizon Wireless            Trade Debt                 $1,697

Nicor Gas                   Trade Debt                   $955

AT&T Wireless Services      Trade Debt                   $485

Verizon California          Trade Debt                   $312

Mississippi River           Trade Debt                   $104
Transmission US

PPL Utilities US            Trade Debt                   $611

Kerman Telephone Co.        Trade Debt                    $44

Evans Telephone Co.         Trade Debt                    $31

I. Enron Energy Svcs. Inc.'S 20 Largest Unsecured Creditors

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Risk Management &           Trade Debt            $126,208,622
Trading Corp.
1400 Smith
Houston, TX 77002-7327

Enron North America Corp.   Trade Debt            $107,475,154
Acct: 375-049-4099
Houston, TX 77002           

EAH Rho - October           Trade Debt             $9,874,059

Commodity Rho - October     Trade Debt             $8,000,000

Southern California Gas Co. Trade Debt               $909,155
555 W. Fifth St.
Los Angeles, CA 900013-1011

Enron Canada Corp.          Trade Debt               $501,230
400 - 3rd Ave. SW
Calgary, AB CA T2P 4H2      

Mass Electric               Trade Debt               $423,670
Processing Center
Woburn, MA 01807-0005       

San Diego Gas and Electric  Trade Debt               $348,968
Customer Remittance
Proc. Svcs.
1801 S. Atlantic Blvd.
Monterey Park, CA 91754     

ENA Upstream Company LLC    Trade Debt               $293,833
1400 Smith St.
Houston, Texas 77002        

Pacific Gas & Electric Co.  Trade Debt               $226,149

Public Serv. of New Mexico  Trade Debt               $157,102

Niagara Mohawk Energy       Trade Debt                $94,874
Marketing, Inc.

Baltimore Gas & Electric    Trade Debt                $41,300
Co.

Gallatin Public Utilities   Trade Debt                $36,332

Consolidated Edison         Trade Debt                $24,347

GPU Energy                  Trade Debt                $22,392

TXU Electric                Trade Debt                $37,811
Customer Information

Orion Petro Corporation     Trade Debt                $18,576

Morristown Utilities        Trade Debt                $16,575

Southern California Edison  Trade Debt                $14,277


EUPHONIX INC: Debt Workout Extends Notes Maturity to Dec. 2003
--------------------------------------------------------------
Euphonix, Inc. (OTC Bulletin Board: EUPH.OB) announced that it
has secured a new borrowing facility of up to $6.0 million.  The
facility will be used to support investment in new product
development and future operations.  The facility was obtained
from Dieter Meier and Walter Bosch, who are Directors of the
Company and major investors and creditors of the Company.  In
addition, the Company has restructured its existing promissory
notes, which included extending the maturity dates to December
2003.

The borrowing facility is in the form of a secured promissory
note that is convertible into the Company's common stock, with
warrant coverage in part based on the amount of the funds
borrowed by the Company.  The Company has received funds of $1
million from Messrs. Meier and Bosch in September and October of
2001, as initial advances under the new financing arrangement,
leaving a total of $5 million remaining under the secured
promissory note.

In connection with the new financing arrangement, the Company
and the holders of all of the Company's existing convertible
promissory notes have agreed to amend the existing promissory
notes to, among other things, extend the maturity dates of the
notes to December 31, 2003, and reduce the conversion rate of
the notes to equal the average of the closing price per share
for the three trading days immediately preceding the initial
closing of this financing.

The Company will file the material financing documents as
exhibits to a Current Report on Form 8-K with the Securities and
Exchange Commission.

Based in Palo Alto, California, Euphonix develops, manufactures
and supports networked digital audio systems for film/post
production, broadcast, music, sound reinforcement and multimedia
applications.

Founded in 1988, Euphonix has delivered more large format
digital-control mixing consoles worldwide than any other
manufacturer and is the first professional console manufacturer
to deliver the combination of a 24bit 96kHz audio console and 48
track multi-track recorder to the industry. For more information
call 650-855-0400 or visit the Euphonix Web Site at
http://www.euphonix.com  


EXODUS COMMS: Gets Okay to Hire Skadden Arps as Primary Counsel
---------------------------------------------------------------
Exodus Communications, Inc., and its debtor-affiliates obtained
Court approval to employ and retain Skadden Arps Slate Meagher &
Flom, LLP as their principal bankruptcy counsel to prosecute
these chapter 11 cases.

The Debtors will turn to Skadden to:

A. advise the Debtors with respect to their powers and duties as
   debtors and debtors-in-possession in the continued
   management and operation of their 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
   Debtors' estates, including the prosecution of actions on
   their behalf, the defense of any actions commenced against
   the estates, negotiations concerning litigation in which the
   Debtors may be involved, and objections to claims filed
   against the estates;

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

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

F. negotiate and prosecute on the Debtors' behalf, plan of
   reorganization, disclosure statement, and all related
   agreements and documents, and take any necessary action on
   behalf of the Debtors to obtain confirmation of such plan;

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

H. perform all other necessary legal services and provide all
   other necessary legal advice to the Debtors in connection
   with the chapter 11 cases. (Exodus Bankruptcy News, Issue No.
   8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Committee Taps Sonnenschein Nath as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Federal-Mogul
Corporation, and its debtor-affiliates presents an application
to the Court for an entry of an order authorizing the retention
and employment of Sonnenschein Nath & Rosenthal as its counsel,
nunc pro tunc to October 23, 2001.

Neil Subin, Esq., attorney for Aspen Advisors LLC, the Committee
Chairperson, relates that the Creditors Committee has selected
Sonnenschein based on the firm's expertise in complex bankruptcy
matters. Sonnenschein's bankruptcy/creditors' rights group has
extensive experience and knowledge in the field of debtors' and
creditors' rights and business reorganizations under the
Bankruptcy Code. In addition, Sonnenschein has extensive
insurance, finance, litigation, corporate, environmental, real
estate and tax practices, among others, that the Committee may
draw upon from time to time if and when the need arises.

Subject to Court approval, Peter D. Wolfson, partner at
Sonnenschein Nath & Rosenthal, informs the Court that the firm
will bill the estate on an hourly basis, plus reimbursement of
actual, necessary expenses incurred by the law firm in
accordance with its ordinary and customary rates as in effect on
the date services are rendered, and submits that such rates are
reasonable. Set forth below are the current standard hourly
rates which Sonnenschein has informed the Creditors Committee
that it charges for the legal services of its professionals:

      Partners and of Counsel . . Between $325 and $600
      Associates  . . . . . . . . Between $217 and $389
      Paralegals  . . . . . . . . Between $138 and $183

The Creditors Committee understands that the hourly rates set
forth above may change from time to time in accordance with
Sonnenschein's established billing practices and procedures. Mr.
Wolfson submits that these rates are set at a level designed to
fairly compensate the firm for the work of its attorneys and
paralegals and to cover fixed and routine overhead expenses.
Sonnenschein has informed the Creditors Committee that it is the
firm's policy to charge its clients in all areas of practice for
all other expenses incurred in connection with the client's case
including telephone and telecopier toll and other charges, mail
and express mail charges, special or hand delivery charges,
photocopying charges, travel expenses, expenses for "working
meals," computerized research, transcription costs, as well as
non-ordinary overhead expenses such as secretarial and other
overtime in emergency situations. Mr. Wolfson says that
Sonnenschein will charge the Creditors Committee for these
expenses in a manner and at rates consistent with charges made
generally to the firm's other clients and the guidelines and
rules of this district. Mr. Wolfson contends that Sonnenschein
has not received any retainer from the Debtors, the Creditors
Committee, or any other entity in this case.

Specifically, the Committee will look to Sonnenschein:

A. to give legal advice with respect to the Creditors
   Committee's powers and duties in the context of the Debtors'
   Chapter 11 cases;

B. to assist, advise and represent the Creditors Committee in
   its consultations with the Debtors regarding the
   administration of the cases;

C. to assist, advise and represent the Creditors Committee in
   any investigation of the acts, conduct, assets, liabilities
   and financial condition of the Debtors and their affiliates,
   the operation of the Debtors' businesses, and any other
   matter relevant to the case or to the formulation of a
   plan(s) of reorganization;

D. to prepare on behalf of the Creditors Committee necessary
   applications, motions, answers, orders, reports and other
   legal papers in connection with the administration of the
   estates in these cases;

E. to review and respond on behalf of the Creditors Committee to
   motions, applications, complaints and other documents
   served by the Debtors or other parties in interest on the
   Creditors Committee in this case;

F. to participate with the Creditors Committee in the
   formulation of a plan(s) of reorganization; and

G. to perform any other legal services for the Creditors
   Committee in connection with these chapter 11 cases.

Mr. Wolfson confirms in his affidavit that Sonnenschein is a
"disinterested person" and does not hold or represent an
interest adverse to the estate, except that the firm has
represented in unrelated matters known institutional lenders to
the Debtors including ABN Amro Bank N.V., Bank of America, N.A.,
Bank of Montreal, Bank of Nova Scotia, Bank One NA, Citicorp
USA, Inc., Citizens Bank of Massachusetts, Comerica Bank, Credit
Agricole Indosuez, Credit Lyonnais, Credit Suisse First Boston,
Dresdner Bank AG, First National Bank of Chicago, First Union
National Bank, HSBC Bank U.S., IBJ Witehall Capital Corp.,
KeyBank National Association, Mellon Bank Leasing Corp.,
Monumental Life Insurance Co., PPM America Inc., Societe
Generale, Van Kampen Asset Management Co., and Wachovia Bank,
NA.

Mr. Subin believes that Sonnenschein does not represent and has
no connection with the Debtors, its creditors or any other party
in interest, or their respective attorneys and accountants,
except as set forth in the Wolfson Declaration. To the best of
the Creditors Committee's knowledge, information and belief,
except as otherwise set forth in the Wolfson Declaration,
Sonnenschein has not represented any creditor or equity security
holder, or any other parties in interest, or their respective
attorneys, in any matters relating to the Debtors or their
estates, and will not represent any interest adverse to that of
the estate in the matters upon which Sonnenschein is to be
engaged.

Mr. Subin asserts that it is the carefully considered view of
the Creditors Committee that, considering the size and
complexity of this case and the various interests involved,
representation of the Creditors Committee by Sonnenschein is
necessary, advisable and in the best interests of the Creditors
Committee. (Federal-Mogul Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FRUIT OF THE LOOM: Seeks Approval to File NHL Pact Under Seal
-------------------------------------------------------------
Risa M. Rosenberg, of Milbank, Tweed, Hadley & McCloy wants
Judge Walsh's permission to file the freshly-inked Settlement
Agreement Fruit of the Loom, Ltd., has with the National Hockey
League and its teams under seal.  The amount of the NHL's
allowed administrative expense claim, Mr. Rosenberg suggests,
should be kept secret.  Ms. Rosenberg asserts that disclosure of
this information to all creditors would be prejudicial to Fruit
of the Loom and have an adverse impact on its ability to
negotiate and resolve claims with other creditors, especially
other licensees.

Fruit of the Loom has similar agreements with other licensees.  
Ms. Rosenberg predicts that it is very likely issues will arise
in the context of other sponsorship agreements.  Disclosure of
the sensitive information allows licensees to utilize it to
their advantage, seriously impeding Fruit of the Loom's ability
to negotiate fair claims resolution with these creditors.

Ms. Rosenberg assures Judge Walsh that FTL seeks to protect only
the minimum information necessary to preserve this ability and
does not seek to seal all terms of the settlement.  She asserts
that this narrow protection is reasonably tailored to protect
FTL's interests and that an adequate mechanism is in place for
the U.S. Trustee and Fruit of the Loom's major constituencies to
obtain the information if they desire. (Fruit of the Loom
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


GARDEN.COM INC: Will Pay Liquidating Distribution of $0.04/Share
----------------------------------------------------------------
Garden.com, Inc., announced that its Board of Directors has
declared a liquidating distribution of $0.04 per share in cash
to stockholders of record as of the close of business on June
28, 2001.  The distribution is being made pursuant to the Plan
of Liquidation and Dissolution previously approved by the Board
of Directors and Stockholders of the Company.  

Garden.com previously paid a liquidating distribution of $0.20
per share to stockholders of record as of June 28, 2001.
Garden.com had closed its stock record books as of the close of
business on February 2, 2001, and the only transfers permitted
between February 2, 2001 and June 28, 2001 were pursuant to
will, intestate succession or by operation of law.  American
Stock Transfer & Trust Company, the paying agent for the
liquidating distribution will oversee the distribution.

With this distribution, Garden.com has substantially completed
the winding up of its affairs pursuant to the terms of its
Certificate of Dissolution filed on January 16, 2001 with the
Delaware Secretary of State.  Accordingly, following the
completion of certain remaining activities, the Board of
Directors has authorized that the remaining assets of Garden.com
be placed into a liquidating trust as of December 31, 2001 to
fund remaining liabilities (e.g., taxes, professional fees and
other dissolution-related expenses).  It is uncertain whether
Garden.com will make further distributions.  If made, any
subsequent distribution is unlikely to exceed $0.02 per share.


HEALTHWATCH: Sustained Strained Liquidity in First Quarter
----------------------------------------------------------
HealthWatch, Inc. (Nasdaq: HEAL) reported the Company's first
quarter results for fiscal 2002, which include improvements in
both Revenues and Earnings before interest, taxes, depreciation
and amortization (EBITDA).  These improvements are primarily the
result of new higher margin software sales and operating
efficiencies.

The Company's revenues increased 217% to $330,552 for the first
quarter ended September 30, 2001 from $104,266 for the same
period in 2000.

The Company's EBITDA improved by $1,070,908 to $138,372 for the
first quarter ended September 30, 2001 from negative $932,536
for the same period in 2000.

The Company reported a net loss of $288,880 for the first
quarter ended September 30, 2001 as compared to loss of $993,859
per share for the same period in 2000.

Paul W. Harrison, Chairman & CEO of HealthWatch, Inc., states,
"We have begun to establish ourselves with our advanced
knowledge-based software products that deliver superior
flexibility and speed with pricing options to meet the
customer's needs.  There are new Internet and other network
business models, such as software applications and information
transactions outsourcing businesses, which are growing in the
healthcare industry; and we are capturing market share by
supplying these companies with a better overall solution. With
just $221,798 in selling, general and administrative expenses in
this first quarter, we produced $2.3 million in long-term
contracts with excellent margins.  As we continue to establish
our company in the marketplace, with hopefully minimum reduced
or flat quarterly performances, the sales contracts, recurring
revenues, and profits are expected to grow on an annual basis
ahead of the competition."

HealthWatch provides information technology and services to
address the enterprise information needs of healthcare
organizations with cost-effective, functionally rich systems
solutions for physicians, hospitals, payers and the extended
healthcare delivery system.  HealthWatch utilizes a proprietary
breakthrough process to produce high performance applications,
which are architected to run efficiently on a variety of
hardware, operating systems, relational databases and network
protocols, including the Internet.

As of September 30, 2001, HealthWatch's balance sheet showed
that the company sustained strained liquidity, with its current
ratio of 0.5 to 1.


INFINITE GROUP: Shuts Down O&W Unit Due to Continued Losses
-----------------------------------------------------------
Infinite Group, Inc. (Nasdaq: IMCI) announced that its Osley &
Whitney, Inc. (O&W) subsidiary has ceased operations. The
Company stated that this decision was a result of O&W having
posted continuing losses for several quarters, due in part to
price competition from foreign competitors, a severe slowdown in
the injection mold industry and other factors.

"We deeply regret that O&W was unable to accomplish the vision
anticipated for our Plastic Group when we acquired the company",
said Clifford G. Brockmyre, President and CEO of Infinite Group,
Inc. "Despite every effort by management to rebuild value and
ensure a future for O&W, all possible avenues have been
exhausted and it is clear that the only prudent course of action
available to us is for O&W to cease operation."

"Although we would have preferred a sale, the closure represents
a significant step in our ongoing effort to focus Infinite's
business on photonics. The closure of O&W not only eliminates
our largest impediment to profitability, but it also eliminates
a significant distraction that we have encountered in building a
profitable and growing photonics company", continued Brockmyre.

This closure follows Infinite's comprehensive efforts to exhaust
all alternatives for O&W to continue its plastic injection mold
business, including seeking strategic financial investors,
strategic partnerships and the sale of O&W. These measures
followed O&W's efforts over the past several months to reduce
operating expenses, refocus marketing programs, and to increase
business efficiencies. However, the bankruptcy of Polaroid, one
of O&W's major customers, coupled with reduced demand from other
key customers and continued weakness in the industry mandated
the closure.

Infinite Group is an industry leader in applied photonics,
including areas of laser material processing, advanced
manufacturing methods and laser applications technology.

Infinite Photonics, Inc. develops and markets laser diodes based
on its proprietary, patented and patent pending IP GCSEL
technology platform. IP GCSEL product applications include high
power pump lasers used for EDFA and Raman amplification, tunable
lasers used in optical transmitters and receivers for
telecommunications, material processing and medical
applications.


INTEGRATED HEALTH: Provident Bank Gets Clara Burke Sale Proceeds
----------------------------------------------------------------
Provident Bank, a secured creditor of Clara Burke Nursing Home,
Inc., has obtained Court approval to compel Integrated Health
Services, Inc., to pay Provident the proceeds of the sale of
Provident's collateral.

On December 12, 1995, Provident loaned the Debtor $6,500,000 for
the purchase by the Debtor of the Clara Burke Facility.

Pursuant to the Loan Documents, Provident is secured both in the
Debtor's real property, including the Clara Burke Facility, and
its personal property, including all of the Debtor's inventory,
instruments, equipment, general intangibles, licenses, permits
and other governmental approvals, accounts and all cash and non-
cash proceeds of such collateral.

The Debtors' admit in the Sale Motion that Provident "maintains
a perfected lien on substantially all of [Clara Burke's]
assets." The property sought to be sold pursuant to the sale
Motion consisted entirely of Provident's Collateral.

In connection with the closing of the sale, the Debtor and the
Bank entered into an Escrow Agreement which provided for the
escrowing of the Proceeds pending an order of this Court
authorizing the Debtor to pay the Proceeds to Provident in
satisfaction of its lien. The Escrow Agreement further provided
that the Debtor would fully cooperate in obtaining such an
order. (Integrated Health Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


KASPER A.S.L.: Eyeing Bankruptcy Option to Pursue Restructuring
---------------------------------------------------------------
Kasper A.S.L. Ltd.'s net sales for the thirteen weeks ended
September 29, 2001 were $102.9 million as compared to $122.9
million for the thirteen weeks ended September 30, 2000.
Wholesale sales decreased primarily as a result of the weaker
economic environment that resulted in increases in allowances.

Retail sales decreased to $17.8 million in the third quarter
2001 from $19.3 million in the third quarter 2000, due to the
closing of 3 under-performing retail outlet stores during the
third quarter 2001, along with a decrease in comparable store
sales. Comparable store sales decreased 9.4% in the third
quarter 2001 compared to the third quarter 2000. The decrease is
the result of the weakened retail environment and was compounded
by the impact of the events of September 11.

Royalty income increased to $4.1 million in the third quarter
2001 from $3.6 million in the third quarter 2000.

Net sales for the thirty-nine weeks ended September 29, 2001
were $301.1 million as compared to $307.4 for the thirty-nine
weeks ended September 30, 2000. Wholesale sales decreased
primarily as a result of the increased markdowns and allowances
resulting from a weaker economic climate.

Retail sales decreased to $53.0 million for YTD 2001 from $53.5
million for YTD 2000, due to the closing of 3 under-performing
outlet stores over the last 12 months. Comparable store sales
decreased 6.6% for YTD 2001 compared to YTD 2000. The decrease
is the result of the weakened retail environment and was
compounded by the impact of the events of September 11.

Royalty income increased approximately $300,000 for YTD 2001
from $10.5 million in YTD 2000.

On March 30, 2001 and September 29, 2000, the Company failed to
make its semi-annual interest payments of approximately $7.2
million each to the holders of its Senior Notes. In addition,
the Company did not make its September 30, 2001 semi-annual
interest payment of $7.2 million. Accordingly, the Company is
currently in default under the terms of the Senior Notes. The
Company is currently engaged in discussions with the Ad Hoc
Committee to formulate a financial restructuring that will
address current liquidity deficiencies and enhance the Company's
ability to operate under its short- and long-term plans.

Although the Company expects to reach agreement on the terms of
a financial restructuring with the holders of a substantial
majority of the Senior Notes, there is no assurance that the
Company will be successful in doing so. In connection with any
such restructuring, the Company may be compelled to seek relief
under the United States Bankruptcy Code. In the interim, the
Company is examining all available options. As previously
discussed, the defaults on the Senior Notes raise substantial
doubt as to the ability of the Company to continue as a going
concern.

The Company has been advised by its independent public
accountants that should the situation described above remain
unresolved at year-end, the auditors' report on those financial
statements will be modified for that contingency.


LTV CORP: Proposes Sale & Bidding Protocol for Steel Assets
-----------------------------------------------------------
Reminding Judge Bodoh of their concurrent Motion for approval of
the APP and authorization to implement it, LTV Steel tells Judge
Bodoh it is essential to engage in an accelerated sales process
to attempt to sell certain assets of LTV Steel before the end of
the hot-idle period, and thereby seek to maximize the value of
those assets.  Because LTV Steel cannot maintain the hot-idle
status of he assets for an extended period of time, and any
realizable value of the underlying facilities as operating
steelmaking assets will be forever lost after conversion
to cold-idle status, it is imperative that LTV Steel immediately
engage in an expedited process to identify any potential
purchasers interested in purchasing and operating the assets as
integrated steel facilities.

The assets being sold are:

       (a) The Cleveland East Assets.  The Cleveland East Assets
generally are comprised of all assets related to or otherwise
located at the east side of LTV Steel's Cleveland Works
integrated steel facility in Cleveland, Ohio.  The Cleveland
East Facility is capable of producing a variety of flat-roller
steel products.  Among other things, the Cleveland East Assets
include:

           (i) two blast furnaces with a combined capacity to
               produce approximately 8,500 tones of molten iron
               per day;

          (ii) one basic oxygen furnace shop with a capacity of
               almost 280 tons;

         (iii) a ladle metallurgy facility which can provide
               steel with the quality, cleanliness and physical
               properties required to meet demanding
               manufacturing standards; and

          (iv) casting and hot-strip rolling equipment, which
               can finish steel for use by automotive and
               appliance manufacturers; and

       (b) The Indiana Harbor Assets.  The Indiana Harbor Assets
generally are comprised of all assets related to or otherwise
located at LTV Steel's Indiana Harbor Works integrated steel
facility in East Chicago, Indiana.  The Indiana Harbor Facility
is capable of producing a variety of steel products, including
hot-rolled steel sheets and hot-dip galvanized an galvanneal
coated products.  Among other things, the Indiana Harbor Assets
include:

           (i) two blast furnaces with a combined capacity to
               produce an average of  9,000 tons of molten iron
               per day;

          (ii) two basic oxygen furnaces for refining molten
               iron and scrap metal; and

         (iii) a hot strip mill and pickler for finishing the
               steel products that are produced at the Indiana
               Harbor Facility.

LTV Steel will be soliciting interest in purchasing either (a)
substantially all of he Cleveland East Assets on a hot-idle
basis; (b) substantially all of the Indiana Harbor Assets on a
hot-idle basis; or (c) substantially all of these Assets on a
hot-idle basis.

Prior to the filing of this Motion and on several occasions over
a number of years, LTV Steel engaged in efforts to sell the
assets on a going concern basis. These efforts continued during
the course of them chapter 11 cases, including by (a)
distributing to certain potential purchasers a detailed offering
memorandum describing the assets and other asset of the
Integrated Steel Business, (b) organizing and maintaining an
extensive data room with related due diligence consummation, and
(c) engaging in discussion with certain of the Potential
Purchasers. Despite these efforts over an extended period of
time, LTV Steel has been unable to negotiate and consummate a
sale of the Assets.

In light of these facts and the need to consummate a sale of the
Assets expeditiously to maximize their value, LTV Steel has
determined to offer the Assets for sale at the Auction in
accordance with the Asset Sale Procedures described in this
Motion, which procedures permit LTV Steel the option, if
applicable, of selecting a "stalking-horse" bidder prior to
January 15, 2001. In sum, the Asset Sale Procedures are designed
to generate interest in the sale of the Assets during the hot-
idle period for use as operating integrated steel facilities,
thereby (a) maximizing the market value of the Assets for the
benefit of LTV Steel's estate and creditors, and(b) minimizing
unnecessary hot-idle costs to the Debtors' estates over an
extended period of time if no purchasers are identified.

                   The Asset Sale Procedures

With the assistance of its professionals, LTV Steel has
developed the Asset Sale Procedures to permit the sale of the
Assets to be completed in an orderly, expeditious and efficient
manner and to ensure that it receives the highest and best price
for the Assets for the benefit of its estate and creditors.

                Initial Participation Requirements

Unless LTV Steel in its reasonable discretion, in consultation
with the Lenders and the Committees, waives any requirements
relating to participating in the bidding process, any person or
entity wishing to par5ticipate in the bidding process must
deliver, unless previously delivered, to LTV Steel (a) an
executed confidentiality agreement in form and substance
satisfactory to LTV Steel and (b) a statement demonstrating to
LTV Steel's satisfaction a bona fide interest in purchasing some
or all of the Assets.  Upon delivering these materials, the
interested party will be considered a "potential bidder".

After a potential bidder delivers the confidentiality agreement
and statement, LTV Steel will deliver to the potential bidder,
unless previously delivered (a) a confidential memorandum
containing information and financial data with respect to the
Assets sought to be acquired, and (b) a copy of a form of asset
purchase agreement with respect to the Assets.

                         Due Diligence

LTV Steel will afford any potential bidder such due diligence
access or additional information as may be reasonably requested
by the potential bidder that LTV Steel, in its business
judgment, determines to be reasonable and appropriate.  LTV
Steel will designate an employee or other representative to
coordinate all reasonable requests for additional information
and due diligence access from such potential bidders.  Unless
otherwise determined by LTV Steel in its discretion after
consultation with the Creditors, the available of additional due
diligence to a potential bidder will cease (a) if the potential
bidder does not become a qualified bidder, (b) from and after
the bid deadline, or (c) if the bidding process is terminated in
accordance with its terms with respect to the Assets at issue.  
Except as provided with respect to the Confidential Memorandum
and Asset Purchase Agreement to be provided to potential
bidders, neither LTV Steel nor its representatives will be
obligated to furnish any information of any kind whatsoever
relating to Assets to any party.

              Determination of Qualified Bidders
               & Continuation of Bidding Process

No later than 12:00 p.m., Eastern Time, on January 8, 2002, each
potential bidder interested in maintaining its participation in
the bidding process must provide:

       (a) A preliminary, non-binding proposal regarding (i) the
Assets that the potential bidder is interested in acquiring;
(ii) the anticipated purchase price or price range for such
Assets; (iii) the structure and financing of the proposed
transaction (including the amount of equity to be committed and
sources of financing); (iv) any additional conditions to closing
that it may wish to impose; (v) the nature and extent of
additional due diligence it may wish to conduct; and (vi) such
other information as LTV Steel may reasonably request to be able
to assess the potential bidder's authority and ability to make
and consummate a qualified bid for the applicable Assets.  The
preliminary non-binding proposal must be made in writing and
signed by the potential bidder; and

       (b) Current audited financial statements of he potential
bidder, or, if the potential bidder is an entity formed for the
purpose of acquiring some or all of the Assets, current audited
financial statements of the potential bidder, or, if the
potential bidder is an entity formed for the purpose of
acquiring some or all of the Assets, current audited financial
statements of the equity holder(s) of the potential bidder that
will guarantee the obligations of he potential bidder, or such
other form of satisfactory evidence of committed financing or
other ability to perform acceptable to LTV Steel.  The bidder's
financial information should demonstrate to LTV Steel's
satisfaction the financial capability of the potential bidder to
consummate a purchase of the applicable Assets under a qualified
bid.  A potential bidder that delivers a qualifying proposal
demonstrating to LTV Steel's satisfaction, after consultation
with the Creditors, that such preliminary proposal is likely to
result in a qualified bid will be considered a "qualified
bidder".

Unless otherwise determined by LTV Steel in its discretion,
after consultation with the Creditors, any potential bidder that
fails to provide the qualifying proposal by the interest
deadline will be disqualified from further participation in the
bidding process.  A non-qualified bidder will not be permitted
to conduct further due diligence, make a bid for any of the
Assets or participate in any auction.

                  What If There Aren't Any Bidders?

If LTV Steel does not receive any qualifying proposals from
qualified bidders with respect to the Cleveland East Assets or
the Indiana Harbor Assets, LTV Steel, in its discretion after
consultation with the Creditors, may remove the applicable
Assets from the Bidding Process and terminate the hot-idle
period with respect to such Assets.  If LTV Steel receives one
or more qualifying proposals from qualified bidders with respect
to the Cleveland East Assets or the Indiana Harbor Assets, the
applicable Assets will remain in the bidding process.

LTV Steel will evaluate all qualifying proposals received from
qualified bidders to determine the level of interest of the
qualified bidders in the Assets and the likelihood that the
qualified bidders will be able to consummate a sale transaction
in a timely fashion.  If LTV Steel, in its discretion and after
consultation with Creditors, determines that the overall level
of interest expressed by the qualified bidders, or their ability
to consummate a transaction, is insufficient to justify the
continuation of the bidding process with respect to the
Cleveland East Assets or the Indiana Harbor Assets, LTV Steel
may remove the applicable Assets from the bidding process and
terminate the hot-idle period with respect to such Assets.  LTV
will be under no obligation to continue the bidding process for
any of the Assets and, unless a Buyer APA has been executed with
respect to the applicable Assets, may exercise its rights for
withdraw an Asset at any time.

                 Ability to Select Stalking-Horse Buyer

LTV Steel may execute an asset purchase agreement with any third
party in connection with these proposed sales, provided that any
Buyer APA must be executed no later than January 15, 2002, or
such later date as may be established by LTV Steel in its
discretion after consultation with Creditors.  A Buyer Bid may
relate to the proposed purchase of (a) substantially all of the
Cleveland East Assets, (b) substantially all of the Indiana
Harbor Assets, or (c) substantially all of the Assets, in each
case including the hot-idled portion of such Assets.  Upon
execution of the Buyer APA, the Buyer Bid will be deemed to be
an acceptable qualified bid for the applicable Assets.
If a Buyer APA is executed, the Buyer will be entitled, in  
accordance with the terms of the Buyer APA, to a break-up fee of
either (a) $3,000,000 with respect to the purchase of
substantially all of the Cleveland East Assets; (b) $3,000,000
with respect to the purchase of substantially all of the Indiana
Harbor Assets; or (c) $6,000,000 with respect to the purchase of
substantially all of the Assets.  The Buyer's entitlement to a
break-up fee is expressly conditioned on(a) the Buyer's
willingness to purchase the applicable Assets on a hot-idle
basis and to enter into a Hot-Idle Funding Agreement; (b) the
consummation of a sale of the applicable assets to another
party; and (c) the additional terms and conditions of the Buyer
APA.  Promptly following its execution LTV Steel will (a) prior
to the interest deadline, provide all potential bidders with a
copy of any Buyer APA; or (b) after the interest deadline,
provide all qualified bidders with a copy of the Buyer APA.
                      
                       Bid Deadline

No later than 12:00 p.m. Eastern Time on January 25, 2002, a
qualified bidder that desires to make a bid shall deliver
written copies of its bid to LTV Steel, The Blackstone Group LP,
Jones Day Reavis & Pogue.  LTV Steel will promptly distribute a
copy of each bid received to counsel for the Creditors.  By
notice to all qualified bidders, LTV Steel may extend the bid
deadline once or successively, but is not obligated to do so.

                    Auction Participation

Unless Judge Bodoh orders otherwise for cause shown, only a
qualified bidder that has submitted a qualified bid is eligible
to participate at the auction.  At least 3 business days prior
to the auction, LTV Steel will determine, based on the nature of
the qualified bids received an in its discretion after
consultation with the Creditors, whether to (a) conduct separate
auctions of the Cleveland East Assets and the Indiana Harbor
Assets; (b) conduct a single auction of all of the Assets; or
(c) exercise its right to designate a Successful Bid.  For each
auction to be conducted, LTV Steel will select, in its
discretion and after consultation with Creditors, the highest
and best bid to serve as the starting point for the auction.  
The baseline bid may be comprised of the combination of more
than one qualified bid.  If LTV Steel receives only one
qualified bid with respect to certain of the Assets it may
determine not to conduct the auction with respect to such Assets
and may designate the sole qualified bid to be the successful
bid with respect to such Assets for the purpose of the Asset
Sale Procedures, and may seek to expedite the sale hearing to
permit an earlier closing of the sale transaction.

                        Good Faith Deposit

By the bid deadline a qualified bidder must deposit with an
escrow agent selected by LTV Steel a good faith deposit equal to
(a) $3,000,000 with respect to a bid on the Cleveland East
Assets or the Indiana Harbor Assets, or (b) $6,000,000 with
respect to a bid on all of he Assets.  The good faith deposit
must be made by certified check or wire transfer and will be
held by the escrow agent in accordance with the terms of an
escrow agreement to be provided with the APA.

                           The Auction

The auction, if any, will be conducted at 9:00 a.m. Eastern Time
on February 4, 2002, at a location to be designated by LTV Steel
in Cleveland Ohio, or such later time or date or other place as
LTV Steel shall notify all qualified bidders that have submitted
qualified bids and expressed their intent to participate in the
auction. At the auction, participants will be permitted to
increase their bids and will be permitted to bid based only upon
the terms of the baseline bid.  The bidding will start at the
purchase price and terms proposed in the baseline bid, and
continue in increments of at least $1,000,000 in cash or cash
equivalents.  For purposes of bidding, any Buyer will be
credited with, ,and have added to the aggregate amount of its
bid when comparing bids at the auction, the amount of any break-
up fee that would be earned by the buyer if it is not the
successful bidder for the Assets in question.  LTV Steel may
adopt rules for the bidding process at the auction that, in its
discretion after consultation with Creditors, will best promote
the goals of the bidding process and are not inconsistent with
any of the provisions of the asset sale procedures.  All such
results will provide that (a) the procedures must be fair and
open, with no participating qualified bidder disadvantaged in
any material way as compared to any other qualified bidder; (b)
all bids will be made and received in one room, on an open
basis, and all other bidders will be entitled to be present for
all bidding with the understanding that the true identity of
each bidder will be fully disclosed to all other bidders and
that all material terms of each qualified bid will be fully
disclosed to all other bidders throughout the entire auction;
and (c) each qualified bidder will be permitted a fair, but
limited, amount of time to respond to the previous bid at the
auction. Immediately prior to the conclusion of any auction, LTV
Steel, in consultation with its financial and legal advisors and
the Creditors, will (a) review each bid made at the auction on
the basis of financial and contractual terms and such factors
relevant to the sale process, including those factors affecting
the speed and certainty of consummating the proposed sale; (b)
in its discretion, identify the highest and best bid for the
applicable Assets at the auction; and (c) notify all qualified
bidders participating in the auction, prior to its adjournment,
of the name or names of the maker(s) of the successful bid
for the applicable Assets and the amount and other material
terms of the successful bid.  At the closing of the transaction
contemplated by the successful bid, the successful bidder will
be entitled to a credit for the amount of its good faith
deposit.  At the sale hearing, LTV Steel will present each
successful bid to Judge Bodoh for approval.

                     Acceptance of Qualified Bids

LTV Steel presently intends to sell the Assets to the qualified
bidder(s) that submit(s) the highest and best bid(s).  LTV
Steel's presentation to Judge Bodoh for approval of any selected
bid as the successful bid does not constitute LTV Steel's
acceptance of the bid.  LTV Steel will be deemed to have
accepted a qualified bid only when such qualified bid has been
approved by the Court at the sale hearing.                      

                    Return of Good Faith Deposit

The good faith deposits of all qualified bidders will be
retained by the escrow agent, notwithstanding court approval of
a sale, until 48 hours after the earlier of (a) the closing of
the proposed sale, or (b) the termination of an executed APA and
withdrawal of the applicable Assets for sale by LTV Steel, but
in any event not later than 45 days after the sale hearing.  If
the successful bidder does not close the proposed sale, LTV
Steel will have the right to present any other bid, whether made
prior to or at the auction, to Judge Bodoh for approval.

                            Sale Hearing

It is proposed that the sale hearing be conducted on February 5,
2002, at 1:30 p.m. Eastern Time, subject to LTV Steel's right to
expedite the sale hearing.  If any successful bidder is selected
by LTV Steel, in its discretion and after consultation with
Creditors, LTV Steel will seek the entry of an order from Judge
Bodoh at the sale hearing approving and authorizing the proposed
sale to the successful bidder on terms and conditions consistent
with the APA or Buyer APA, and in accord with these procedures.  
The sale hearing may be adjourned or rescheduled without notice
other than by announcement of the adjourned date at the sale
hearing.

The Debtors ask Judge Bodoh to shorten notice and set a hearing
on approval of the procedures described in this Motion quickly.  
Judge Bodoh complies and sets a hearing for December 4, 2001.
(LTV Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-00900)


LERNOUT & HAUSPIE: Speechworks Wants ScanSoft's Final Sealed Bid
----------------------------------------------------------------
At an auction that was initiated on Monday, November 26, 2001,
the business and technology assets of Lernout & Hauspie Speech
Products N.V., which SpeechWorks (Nasdaq:SPWX) offered to
purchase on October 21, 2001, were awarded to ScanSoft, Inc.

ScanSoft's bid is subject to approval of the U.S. Bankruptcy
Court on December 4, 2001.

Last Thursday, SpeechWorks filed with the U.S. Bankruptcy Court
an objection to the selection of ScanSoft as the highest or
otherwise best bidder based on the failure of the auction to
follow the prescribed bidding procedures. SpeechWorks has asked
the Court not to accept the competitive bid and, instead,
require submission of final, sealed bids.

Through the power of SpeechWorks technologies, the human voice
is all a caller needs to access instant information and conduct
transactions from any landline or wireless phone. Around the
world, customer service innovators such as America Online, CIBC,
Thrifty Car Rental and Hyundai Securities are realizing returns
on SpeechWorks applications that consistently delight and serve
customers 24 hours a day. With over 100 partners, SpeechWorks
(Nasdaq: SPWX) delivers natural language speech recognition,
speaker verification and text-to-speech (TTS) solutions to
leading corporations, telecommunications providers and
government organizations worldwide. For a description of our
products, services and unique customer programs such as the
SpeechWorks Here Guarantee, call 617.428.4444 or visit
http://www.speechworks.com

SpeechWorks and SpeechWorks Here are trademarks or registered
trademarks of SpeechWorks International, Inc. in the United
States and other countries. All other trademarks may be the
property of their respective companies.


METALS USA: Seeks Approval to Pay Prepetition Tax Obligations
-------------------------------------------------------------
In the ordinary course of business and as part of their
operations, Metals USA, Inc., and its debtor-affiliates collect
certain sales, use and other taxes from their customers on
behalf of and for payment to certain state and local taxing
authorities, which the Debtors are required by law to forward to
state and local taxing authorities.  As of petition date, the
Debtors owed a substantial amount to taxing authorities for
sales, use and other taxes collected from their customers. Some
of the Debtors' payments were made by check and may not have
cleared Debtors' bank accounts by the petition date.

By this motion, the Debtors seek authorization from the Court to
pay pre-petition sales, use and other tax obligations, including
those on which checks were issued but failed to clear Debtors'
bank accounts before the petition date or were dishonored
thereafter.

The Debtors believe that the relief requested is necessary and
appropriate because the Bankruptcy Code affords priority status
to sales, use and other taxes. These obligations must be paid
before any general unsecured obligations of the Debtors receive
compensation for their claims, therefore, the rights of other
claimants will not be prejudiced by this motion.

Jonathan C. Bolton, Esq., at Fulbright & Jaworski LLP in
Houston, Texas, submits that the Debtors' officers and directors
may be held personally liable under various state laws which
hold them as fiduciaries in respect of collecting the sales, use
and other taxes. Prosecution of these individuals for failing to
pay these taxes would seriously undermine the Debtors' ability
to reorganize. (Metals USA Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


MOLL INDUSTRIES: Violates Financial Covenants Under Credit Pact
---------------------------------------------------------------
Moll Industries Inc.'s Credit Facility contains certain
financial and restrictive covenants. The Company is dependent
upon availability under the revolving loan portion of the Credit
Facility to meet working capital needs, debt service
obligations, capital expenditure needs and other cash flow
requirements during 2001. Due to underperformance of the
European divisions, the Company is not in compliance with the
financial covenants of the Credit Facility at September 29,
2001. Because of this noncompliance, the lenders have the
ability to demand payment of all outstanding amounts under the
Credit Facility, which if done, would have a material, adverse
impact on the Company's consolidated financial position, results
of operations and cash flows as the Company does not have the
ability to fulfill such a demand. In addition, if the lenders
declared the Credit Facility to be in default, the Subordinated
Notes contain cross-default provisions under which the Company
would be in default allowing an acceleration of amounts due.

Management is currently negotiating to amend the existing Credit
Facility (including an increase in available borrowing capacity)
or obtain a new credit agreement to replace the existing Credit
Facility, as well as investigating other sources of new
liquidity. In the event management is not successful, the
Company would not have the resources to meet its working
capital, debt service and capital expenditure requirements in
the near future. Thus, the Company's ability to continue as a
going concern is dependent upon its ability to amend
existing debt instruments or obtain new debt instruments which
provide additional borrowing capacity.

Net sales decreased by $24.1 million, or 28.6%, to $60.1 million
for 2001 from 84.2 million for 2000, due in part to the
disposition of the Cosmetics and Compression-California
divisions and the closure of the Display division. On a pro
forma basis, sales decreased 7.1 million. In addition to these
closures/dispositions, sales decreased $3.7 million in the Brush
division due to the conclusion of the Colgate contract and
phasing out of the Proctor Gamble business. Sales decreased $0.7
million in the Medical division due primarily to a $0.3 million
decrease in sales to Abbott and a $0.2 million decrease in sales
to Coeur Labs due to the customers moving production in-house.
Sales in the Communications/Connectivity division declined by
$3.7 million due to decreased demand by Motorola, due to reduced
demand and movement of production to the Far East. Sales in the
US tooling operations declined $1.2 million. Sales in France
decreased by $2.8 million due to a decline in sales to Renault
of $0.9 million as Renault reduced inventory in association with
a model change, the loss of a customer, Valeo, which had sales
of $1.0 million in the third quarter of 2000 and the continued
decline in the tooling business. Additionally, French sales in
US$ were $0.2 million lower in 2001 than 2000 due to the
strengthening of the US$ against foreign currencies. These
decreases were offset by an increase in the
Communications/Connectivity division due to a $2.0 million
increase in sales to Asyst, an increase in sales of $2.1 million
in the Appliance division due to increased demand from Whirlpool
and Kimberly Clark and increased sales of $1.7 million in the
Rochester, NY division in anticipation of the transition of
customers to other Company-owned facilities.

Net income decreased to a loss of $7.6 million in 2001 from
income of $0.7 million for 2000.

Net sales decreased by $73.4 million, or 27.8%, to $190.6
million for 2001 from $264.0 million for 2000, due in part to
the disposition of the Cosmetics and Compression-California
divisions and the closure of the Display division. On a pro
forma basis, sales decreased $23.4 million. Sales decreased
$11.0 million in the Brush division due to the conclusion of the
Colgate contract and phasing out of the Proctor and Gamble
business. Sales decreased $6.2 million in the Medical division
due primarily to a $3.6 million decrease in sales to Abbott, a
$0.5 million decrease in sales to Terumo, a $0.2 million
decrease in sales to Coeur Labs due to these customers moving
production in-house and a $0.9 million decrease in sales to
Fullerton due to the end of a significant contract. Sales in
France decreased by $10.7 million due to a decline in sales to
Renault of $3.9 million as Renault reduced inventory in
association with a model change, the loss of a customer, Valeo,
which had sales of $2.7 million during the first thirty-nine
weeks of 2000 and the continued decline in the tooling business.
Additionally, French sales in US$ were $2.7 million lower in
2001 than 2000 due to the strengthening of the US$ against
foreign currencies. These decreases were offset by an increase
in the Communications/Connectivity division due to a $4.0
million increase in sales to Asyst and an increase in sales in
the Appliance division due to increased demand from Whirlpool.

Net loss increased to $21.3 million from a loss of $7.8 million
for 2000.

The Company incurred net losses of $14.9 million, $32.5 million
and $5.9 million for the years ended December 31, 1998, 1999 and
2000, respectively, and has a stockholder's deficit of $84.6
million at September 29, 2001. Additionally, the Company has
negative net working capital of $167.3 million at September 29,
2001, including $155.9 million of long term debt reclassified
due to the Company's noncompliance with its covenants and $19.8
million under the Revolving Loan which is classified as current
as it includes certain clauses and lock-box requirements that
cause amounts outstanding under the Revolving Loan to be
classified as short-term debt for financial reporting purposes
even though the contractual due date of the payments would
indicate the amounts are due subsequent to September 30, 2002.


OLIN CORP: Moody's Places Ratings Under Review for Downgrade
------------------------------------------------------------
Moody's Investors Service put Olin Corporation's ratings under
review for possible downgrade:

     * Rating for short term obligations, including commercial
       paper: Prime-2
     * Senior notes and MTN program: Baa2
     * Subordinated MTN program: Baa3

Approximately $150 million of debt securities are affected.

Moody's expects the company's financial performance is to remain
weak into 2002. The ratings reflect weakened demand -
particularly in the construction and automotive sectors, a
reduction in consumer inventories, and uncertain prospects for a
sustained recovery before year-end 2002. Financing requirements
in 2002 will need to be addressed, Moody's notes.

Accordingly, the review will focus on the current performance
and outlook for Olin's three business lines (Metals, Chlor
alkali products, and Winchester ammunition), near-term financing
requirements, and management's ability to manage discretionary
spending levels during the current economic environment.

Olin Corporation is a diversified manufacturer of chemicals,
metals products and ammunition. Based in Norwalk, Connecticut,
Olin's sales in 2000 totaled $1.5 billion.


OMEGA HEALTHCARE: Liquidity Concerns Spur Fitch to Lower Ratings
----------------------------------------------------------------
Fitch has downgraded its 'B+' rating to 'B-', and placed the
rating on Rating Watch Negative, for Omega Healthcare Investors,
Inc. (Omega) outstanding $97.6 million 6.95% senior unsecured
notes due June 15, 2002 and $100 million 6.95% senior unsecured
notes due Aug. 1, 2007.

Fitch also affirmed its 'D' preferred stock rating on Omega's
outstanding $57.5 million series A 9.25% cumulative preferred
stock and $50 million series B 8.625% cumulative preferred
stock.

Fitch's rating action is precipitated by liquidity concerns
surrounding the company's $236.6 million of scheduled debt
maturities in 2002 and the continued weakness in Omega's
operations. The company's ability to secure needed financing
continues to be hampered by the operating and capital market
conditions for skilled nursing home facilities, which currently
represents approximately 90% of Omega's $840 million of assets
(net book value as of Sept. 30, 2001). Although the majority of
Omega's facility operators have reorganized through bankruptcy
and affirmed their leases, there is still a significant exposure
to Integrated Health Services (18% of investment), which is no
longer making contractual payments on its leases or mortgages
owned by Omega. Fitch notes that Omega's new management team,
which has largely been recruited from the health care industry,
has taken appropriate steps to successfully mitigate losses.
Nevertheless, overall profitability has not yet been achieved,
hampering the company's refinancing efforts in a capital scarce
sector.

To meet its impending 2002 maturities, Omega took measures to
enhance its cash position in February 2001 by foregoing all
dividends, which decreases its cash outflows by approximately
$11.4 million in cash per quarter. Since then, the company has
paid down approximately $10.4 million of the $108 million 6.95%
senior unsecured notes due June 15, 2002. Nevertheless, the
company must source an additional $97.6 million over the next
seven months to make the timely repayment of the balance of the
June 2002 unsecured debt maturity and $10 million of its bank
facilities maturing March 2002 as well as successfully
refinancing $129 million drawn on its secured bank credit
facility scheduled to mature Dec. 31, 2002.

As a key part of its refinancing strategy, Omega announced a $50
million rights offering to existing shareholders for $27.2
million and $22.8 million of shares to Explorer Holdings LP, its
largest shareholder in October 2001. This offering, however, is
complicated by the fact that Omega has recently violated certain
leverage-related bank covenants on its combined $250 million in
secured bank facilities. Waivers have been granted through Dec.
15, 2001 on both the $175 million facility and the $75 million
facility. Nevertheless, Explorer's participation in the rights
offering is contingent upon Omega's ability to get a one year
extension on its $175 million bank credit facility, which has
not yet been secured. Other sources of liquidity include the
sale of approximately $24 million of assets, which the company
has been actively marketing. The Fitch ratings will remain on
Rating Watch Negative, pending Omega's ability to successfully
execute its refinancing strategy and asset sales in both a
timely fashion, and on reasonable terms.

For third quarter 2002, Omega reported a $19 million loss, which
includes losses from Omega's portfolio of 60 foreclosed assets
that it owns and operates, as well as decreased rental revenues
from 14 facilities that are not performing on rent or interest
payments. Of these, 11 are facilities operated by Integrated
Health Services, which may elect to affirm or reject their
leases or dispute the value of the mortgage asset through filed
bankruptcy proceedings, and may result in additional owned
assets for Omega. Operating cash flow from investments, which
has declined approximately 33% since 1998, continues to trend
negatively. Although, Omega's total debt has also declined over
this time frame, primarily from a July 2000 restructuring where
Omega issued $100 million of convertible preferred stock to a
private investment group, Explorer Holding LP, it has not been
sufficient to off-set declining cash flow from eroding property
fundamentals.

Omega's results for third quarter of 2001 are indicative of the
company's limited cash flow coverage and financial flexibility
at interest coverage from EBITDA of 2.0 times and fixed-charge
coverage of 1.3x. Management's decision to eliminate dividend
payments has helped to improve Omega's cash position at the rate
of approximately $11.4 million per quarter, but a recent $10
million legal settlement, $1.7 million from legal fees relating
to foreclosures, and approximately $4.3 million in severance and
moving costs have off-set some of that benefit. Positively,
Omega has a sizable portfolio that is 43% leveraged on an
undepreciated book basis, which is not out of line with its peer
group, and a pool of unencumbered assets, which Fitch estimates
to cover unencumbered debt by approximately 2.7x.  Nevertheless,
Omega's near-term refinancing needs represent a significant
hurdle as approximately $301 million or approximately 70% of the
company's total indebtedness must be refinanced in 2002. Fitch
will continue to monitor the company's operations, including a
review of the company's proposed amendments to its existing bank
credit facilities, the successful deployment of the proposed $50
million rights offering, proposed asset sales and fourth-quarter
profitability.


ONLINECHOICE.COM: Sues GTC Telecom to Recover Commissions
---------------------------------------------------------
GTC Telecom Corp. (OTCBB:GTCC) responded to OnLineChoice.com,
Inc.'s filing of a complaint and subsequent press release with
the following statement from its President, Eric Clemons:

     "GTC Telecom believes this lawsuit is totally without merit
and plans a vigorous defense. We take the prompt payment of
commissions to our affiliates very seriously as our affiliates
are an integral part of our current business, as well as our
plans for future customer acquisition. GTC Telecom has a long
and established track record of making all commission payments
to our affiliates as they become due. In fact, I believe this is
the only complaint GTC Telecom has ever received regarding the
non-payment of commissions. We want to assure our affiliates
that this litigation is not related in any way to our ability to
pay earned commissions to our affiliates as they become due.
Regarding the customers that came to GTC Telecom through our
affiliation with OnLineChoice.com, we want to assure them that
all of their rate plans and services will continue without
interruption.

     "GTC Telecom regrets that this dispute has been reduced to
litigation. What is important to clarify is that this complaint
has been filed by a different entity from the one GTC Telecom
originally entered into a sales affiliate agreement with.
OnLineChoice.com, Inc. filed for Chapter 7 bankruptcy
liquidation on or about April 30, 2001, and the plaintiff in
this action allegedly purchased the affiliate agreement from the
bankruptcy estate.

     "Since this dispute is now in litigation, GTC Telecom does
not plan to comment further on these allegations until this
matter has been resolved."

Founded in 1997, GTC Telecom is a telecommunications company,
providing long distance service to residential and business
customers throughout the United States. GTC Telecom offers one
of the lowest long distance rate plans in the industry along
with basic unlimited 56K dialup Internet access. For more
information please visit http://www.gtctelecom.com


PACIFIC GAS: Freeman Urges Renegotiation of Power Contracts
-----------------------------------------------------------
California Power Authority Chairman S. David Freeman said
Wednesday that the state should renegotiate long-term power
contracts to reflect changes in the energy market.

Addressing a statewide conference of the Association of
California Water Agencies (ACWA) in San Diego, Freeman also said
hydroelectric facilities should not be sold off to unregulated
entities as part of PG&E's bankruptcy proceedings.

"Hydro facilities are the crown jewels of the system. The gold
mine that never runs out of gold," Freeman said. Turning them
over to a private company would "rob Californians of the lowest
cost sustainable energy in the state" and "create a set of
controversies we don't need," he said.

Freeman credited state negotiators for bringing stability to the
market by securing long-term contracts, but said it is time to
re-open them and bring them in line with current market prices.

Also on Wednesday, State Treasurer Philip Angelides said the
state should move quickly to invest in infrastructure projects
such as water supply facilities. California has the capacity to
issue $25 billion in bonds over the next four years, he said,
and should use all tools available to invigorate the economy and
provide for future growth.

Angelides also said the energy crisis highlighted the
limitations of markets when it comes to essential services such
as water and power. "The private sector is great. But the real
story of economic success in the latter part of the 20th century
has been constructing markets in ways that protect the public,"
he said.

In another conference session, Assistant U.S. Interior Secretary
Bennett Raley told ACWA members the Bush administration is
looking hard "at what is do-able" in terms of resolving water
supply reliability problems in California. "We want to get down
to what we can implement that will make a difference," Raley
said.

The conference continues at the Town and Country Resort &
Convention Center through Friday.

ACWA is a statewide organization whose 440 public water agencies
are responsible for about 90% of the water delivered in
California. For more information, visit http://www.acwanet.com


PACIFIC GAS: Asks FERC to Approve Chapter 11 Plan Transactions
--------------------------------------------------------------
Pacific Gas and Electric Company filed applications with the
Federal Energy Regulatory Commission (FERC) and the Nuclear
Regulatory Commission seeking regulatory approval of important
elements of the utility's plan to emerge from Chapter 11
bankruptcy protection.

On September 20, Pacific Gas and Electric Company and PG&E
Corporation jointly filed a Plan of Reorganization (Plan) in
U.S. Bankruptcy Court which would enable the utility to leverage
its own assets to pay all valid creditor claims, thereby
avoiding a need for a rate increase to emerge from bankruptcy.
The Plan identifies several important regulatory approvals that
must be obtained in order for the Plan to be implemented and the
utility to emerge from bankruptcy no later than December 31,
2002.

As promised in the Plan and its accompanying Disclosure
Statement, the utility submitted six separate applications to
FERC today, seeking Commission approval of several elements of
the Plan.  These filings, while voluminous (comprising more than
20,000 pages), are consistent with FERC precedent and aligned
with national energy policy.

These FERC applications represent a significant step forward in
the effort to cure the energy market disruptions of the past 18
months.  The applications present evidence of the significant
public policy benefits that result from the Plan.  Specifically,
implementation of the Plan will:

     -- Align regulatory and business environments so that
wholesale assets are federally regulated and retail assets (70
percent of the current utility assets) remain regulated by the
State of California, through the California Public Utilities
Commission.

     -- Create financially healthy companies able to provide
needed infrastructure investment and able to continue to meet
service obligations, including a framework to position Pacific
Gas and Electric Company to resume the portion of electric power
procurement which is currently provided by the State of
California.

     -- Further the formation of Western Regional Transmission
Organizations.

     -- Ensure that the interstate natural gas pipeline system
is capable of responding to current and future increases in
demand.

     -- Continue sound environmental stewardship policies in
connection with power generation and transmission facilities.

     -- Provide retail customers with a reliable power portfolio
from existing hydroelectric and nuclear generation assets under
a long-term fixed price contract.

     -- Retain skilled employees with the relevant assets under
comparable terms of employment, honoring our obligations under
all labor agreements.

     -- Require neither a rate increase nor a state bailout.

Regulatory approvals of the reorganization and restructuring
elements needed from FERC include approval of the transfer of
assets, contracts between the new Gen and GTrans companies and
the utility (for electric power and natural gas transportation
and storage, respectively), as well as a variety of other Plan
components.  The FERC applications seek these regulatory
approvals under provisions of the Federal Power Act and Natural
Gas Act, as follows:

     Section 203 of the Federal Power Act -- Seeks approval of
the restructuring and reorganizing of Pacific Gas and Electric
Company and PG&E Corporation, and the spin-off of the utility.  
The application also reaffirms the commitment by ETrans to join
a multi-state Western regional transmission organization (RTO),
while continuing to participate in the CAISO until FERC approves
such an RTO.

     Section 204 of the Federal Power Act -- Seeks authorization
for the reorganized utility, as well as the new business units
(ETrans, GTrans, and Gen), to issue securities and assume
liabilities necessary for these business lines' service as
public utilities.

     Section 205 of the Federal Power Act -- Seeks FERC approval
of a 12-year bilateral contract between Gen and Pacific Gas and
Electric Company for the 7,100 megawatts of power generated from
Diablo Canyon, hydroelectric facilities, and irrigation district
agreements.  The contract will provide the utility's customers a
stable source of power at reasonable prices -- averaging 5 cents
per kilowatt-hour over the life of the contract.

     Section 8 of the Federal Power Act -- Requests approval to
transfer the 26 FERC-licensed hydro projects to Gen and the 11
transmission line-only licenses to ETrans.  FERC currently
regulates the operations of Pacific Gas and Electric Company's
hydroelectric generating assets.  The transfer of these licenses
will allow Gen to continue operating the hydroelectric
facilities in the same safe and environmentally sound manner
they have been run for more than 100 years.

     Section 7 of the Natural Gas Act -- Seeks approval from
FERC to transfer Pacific Gas and Electric Company's natural gas
transmission and storage assets to GTrans.  GTrans will operate
approximately 6,300 miles of transmission pipelines and three
gas storage facilities.  The filing also allows GTrans or the
utility to purchase 2.6 miles of the PG&E Gas Transmission
Northwest pipeline near the California-Oregon border, creating a
new market center that will facilitate competition and eliminate
additional fees charged to move gas between pipelines.  Through
a long-term contract with GTrans, Pacific Gas and Electric
Company will be able to secure gas transmission and storage
capacity ensuring it will be able to continue serving its core
customers.  Customers will also benefit through GTrans' ability
to expand the gas transmission system outside California in
order to tap into Canadian gas supplies and other markets.  
GTrans will operate the gas transmission system as part of
FERC's seamless interstate pipeline system and participate in
integrated expansion projects.

Pacific Gas and Electric Company has requested an expedited
review and approval process of these applications.  It is
anticipated that these approvals will be obtained in time to
allow the Plan to be implemented by December 31, 2002.

As stated in the Plan Disclosure Statement, Pacific Gas and
Electric Company also today submitted a request to the Nuclear
Regulatory Commission for Plan-related regulatory approvals
under the Atomic Energy Act.  In the coming weeks, the company
will also submit a request to the Securities and Exchange
Commission for necessary Plan-related regulatory approvals under
the Public Utility Holding Company Act.


PARADISE MUSIC: Must Resolve Liquidity Problems to Survive
----------------------------------------------------------
In aggregate, Paradise Music & Entertainment Inc.'s revenues for
the three months ended September 30, 2001 decreased to
$1,444,784 compared to revenues of $3,013,018 in the three-month
period ended September 30, 2000. The net loss from operations
was $559,809 for the three months ended September 30, 2001
compared to the net loss of $1,538,595 for the three months
ended September 30, 2000. The current year's results include a
one time charge relating to the write down of related assets to
net realizable value and estimated costs associated with the
disposition.

In aggregate, revenues for the nine months ended September 30,
2001 decreased to $5,874,652 compared to $8,179,917 in the nine-
month period ended September 30, 2000. The net loss from
operations was $11,477,233 for the nine months ended September
30, 2001, including $414,762 of non-recurring costs relating to
the iball merger and business restructuring compared to
$4,372,134 for the nine months ended September 30, 2000.

Continuation of the Company as a going concern is dependent upon
its ability to resolve its liquidity problem and attain future
profitable operations. Pending the outcome of the Company's
efforts to raise additional capital, the Company has deferred
payment of certain outstanding obligations. Failure to pay such
obligations on a current basis could result in such creditors
initiating adverse actions against the Company.


PILLOWTEX: Hires Duane Morris to Sue WestPoint Stevens
------------------------------------------------------
Pillowtex Corporation, and its debtor-affiliates obtained Court
approval to employ and retain Duane, Morris & Heckscher LLP as
special counsel to sue WestPoint Stevens, Inc.

Duane Morris will render these professional services in
connection with the WestPoint Stevens dispute:

    (a) Investigation and pursuit of claims against WestPoint
        Stevens;

    (b) Initiating, and representing the Debtors in connection
        with, a potential adversary complaint against WestPoint
        Stevens. (Pillowtex Bankruptcy News, Issue No. 17;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PIONEER COMPANIES: Houston Court Confirms Plan of Reorganization
----------------------------------------------------------------
Pioneer Companies, Inc. (OTC Bulletin Board: PIOAE) announced
that its Plan of Reorganization has been confirmed by the United
States Bankruptcy Court, Southern District of Texas, Houston
Division.  Pioneer expects to complete the documentation process
and close the reorganization transaction on or before December
31, 2001, emerging from the Chapter 11 proceedings at that time.

Michael J. Ferris, President and Chief Executive Officer said,
"We are pleased that we have been able to secure confirmation by
the U.S. Bankruptcy Court within four months of entering the
Chapter 11 proceedings.  We were able to accomplish this because
of the cooperative effort of creditors, suppliers and customers.  
The reorganization, by substantially reducing the Company's
debt, places the Company in a much stronger financial condition.  
We especially appreciate the loyalty and dedication of our
employees under difficult circumstances."

Pioneer, based in Houston, Texas, manufactures chlorine, caustic
soda, hydrochloric acid and related products used in a variety
of applications, including water treatment, plastics, pulp and
paper, detergents, agricultural chemicals, pharmaceuticals and
medical disinfectants.  The Company owns and operates five
chlor-alkali plants and several downstream manufacturing
facilities in North America.  Current financial information and
press releases of Pioneer Companies, Inc. can be obtained from
its Internet web site at http://www.piona.com


POLAROID CORP: Court Approves Zolfo Cooper's Engagement Terms
-------------------------------------------------------------
Having reviewed the application, Judge Walsh authorizes Polaroid
Corporation, and its debtor-affiliates to employ and retain
Zolfo Cooper as their bankruptcy consultants and special
financial advisors, nunc pro tunc to the Petition Date, under a
general retainer.

Likewise, the Court permits Zolfo Cooper to hold its retainer
after application of any outstanding pre-petition fees and
expenses, subject to further order of the Bankruptcy Court.

To resolve the United States Trustee's objection, the Court
modifies the indemnification provisions of the Engagement
Letter:

  (a) subject to the provisions of subparagraph (d), infra, the
      Debtors are authorized to indemnify, and shall indemnify,
      Zolfo Cooper in accordance with the Engagement Letter, for
      any claim arising from, related to, or in connection with
      Zolfo Cooper's pre-petition performance of the services
      described in the Engagement Letter;

  (b) subject to the provisions of subparagraph (d), infra, the
      Debtors are authorized to indemnify, and shall indemnify,
      Zolfo Cooper in accordance with the Engagement Letter, for
      any claim arising from, related to, or in connection with
      Zolfo Cooper's post-petition performance of any services
      other than the services described herein unless such other
      post-petition services and indemnification therefore are
      approved by the Court;

  (c) notwithstanding any provision of the Engagement Letter to
      the contrary, the Debtors shall have no obligation to
      indemnify Zolfo Cooper or to provide contribution or
      reimbursement to Zolfo Cooper for any claim or expenses to
      the extent any losses, claims, damages or liabilities (or
      expenses related thereto) are:

       (i) judicially determined by a court of competent
           jurisdiction (the determination having become final)
           to have resulted solely from the bad faith, gross
           negligence or willful misconduct of Zolfo Cooper; or

      (ii) settled prior to a judicial determination as to Zolfo
           Cooper's bad faith, gross negligence or willful
           misconduct, but determined by this Court, after
           notice and a hearing, to be a claim or expense for
           which Zolfo Cooper should not receive indemnity,
           contribution or reimbursement under the terms of the
           Engagement Letter as modified by this Order; and

  (d) if, before the earlier of:

       (i) the entry of an order confirming a chapter 11 plan in
           these cases (that order having become a final order
           no longer subject to appeal), and

      (ii) the entry of an order closing these chapter 11 cases,

      Zolfo Cooper actually believes that it is entitled to the
      payment of any amounts by the Debtors on account of the
      Debtors' indemnification, contribution and/or
      reimbursement obligations under the Engagement Letter (as
      modified by this Order), including without limitation, the
      advancement of defense costs, Zolfo Cooper must file an
      application therefore with this Court, and the Debtors may
      not pay any such amounts to Zolfo Cooper before the entry
      of an order by this Court approving the payment.  This
      subparagraph (d) is intended only to specify the period of
      time under which the Court shall have jurisdiction over
      any request for fees and expenses by Zolfo Cooper for
      indemnification, contribution or reimbursement and not a
      provision limited the duration of the Debtors' obligation
      to indemnify Zolfo Cooper. (Polaroid Bankruptcy News,
      Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-
      0900)


RG RECEIVABLES: S&P Places Low-B Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's placed its single-'B'-minus rating on RG
Receivables Co. Ltd.'s $100 million 9.6% notes on CreditWatch
with negative implications.

The RG Receivables' transaction was taken off CreditWatch on
Nov. 15, 2001, as a result of a reduction in the transaction
rating at the time to single-'B'-minus from single-'B'-plus.
Since that rating action, however, investors and the ultimate
issuer of the rated notes, Viacao Aerea Rio-Grandense S.A.
(Varig), have agreed to release amounts held in the transaction
reserve account to investors in partial repayment of the
outstanding notes. Although the partial repayment of outstanding
notes leaves investors' net exposure to the transaction
unchanged, Standard & Poor's believes that the elimination of
the reserve account could potentially increase the risk of
default in the event that receivables generation weakens
significantly from its estimated current coverage level of 2.7
times quarterly debt service due. Should receivables generation
decline below 2.5x quarterly debt service for two consecutive
payment periods (or below 2x quarterly debt service in any
single payment period), an early amortization of the notes' debt
service could occur that could place significant strain on
Varig's operational liquidity. If generation were to fall below
1x quarterly debt service for at least one full payment period
but then subsequently recovers, a default would occur that might
have been avoided had the reserve account still been in place.
Therefore, Standard & Poor's will be monitoring the performance
of the transaction closely going forward, paying particular
attention to issues such as flight frequency, load factors, and
the status of aircraft lease negotiations, all of which can
impact the level of receivables generation.

The RG Receivables' notes are secured by the proceeds of credit
and charge card receivables generated by the sale of airline
tickets in the U.S. to Varig customers flying between Brazil and
the U.S. The transaction is structured to capture offshore U.S.
dollar-denominated payments generated from the sale of tickets
on Varig S.A. flights between Brazil and the U.S. and between
the U.S. and Tokyo, Japan.


SERVICE MERCHANDISE: Balks At New York's $3 Million Tax Claim
-------------------------------------------------------------
The New York State Department of Taxation & Finance filed an
Amended Proof of Claim in the total amount of $3,033,232.  New
York asserts that a portion of the Claim, $2,434,042 is entitled
to an administrative priority.

"This is not totally true," Paul Jennings, Esq., at Bass, Berry
& Sims, in Nashville, Tennessee, asserts.  Mr. Jennings explains
New York's Claim is allegedly based upon an audit of sales and
use tax liability.  A portion of the Claim, approximately
$483,597 is based upon advertising, Mr. Jennings notes.  This
portion of the Claim, Mr. Jennings complains, is incorrectly
assessed against one of the Debtors, H.J. Wilson Company.  "This
issue was previously litigated between H.J. Wilson and the
Claimant, and an administrative judge in New York finally
determined that the Claimant had incorrectly assessed that tax
liability against H.J. Wilson for a previous tax period," Mr.
Jennings informs Judge Paine.  Therefore, the Debtors object to
this portion of the Claim on the basis that it is a claim made
against the incorrect Debtor.

Furthermore, the Debtors also object to New York's Claim on the
grounds that the audit supporting the Claim is not yet final.
Based on the most recent audit information received from the
Claimant, Mr. Jennings points out that the maximum amount of the
Claim is approximately $996,800.  "This revised amount still
includes the incorrectly assessed advertising liability of
$483,597," Mr. Jennings says.  For this reason, the Debtors
request the Court to disallow the sum of $2,036,432 of the
Claim.

In addition, the Debtors further object to the revised claim
because a portion of the audit period is for a tax period ending
prior to the 3-year limitation, which is not entitled to
priority.  Mr. Jennings reports that the "stale" portion of the
Claim is approximately $19,328.  "The Debtors dispute that this
amount is entitled to priority," according to Mr. Jennings.  The
Debtors also ask the Court to disallow this portion of the Claim
as a priority claim.  Instead, the Debtors ask Judge Paine to
treat this portion of the Claim as a general unsecured claim.

When the incorrectly assessed advertising liability of $483,597,
and the "stale" portion of the Claim of approximately $19,328,
are deducted from the revised audit numbers, Mr. Jennings
anticipate that the maximum amount New York could possibly prove
is approximately $493,876.  Thus, the Debtors also ask the Court
to disallow the balance of the Claim.

Moreover, Mr. Jennings says, the Debtors also object to the
claim to the extent it appears on its face to assert that it is
a secured claim.  In fact, Mr. Jennings remarks, the supporting
documentation to the claim indicates that none of the Claim is
secured.  Thus, the Debtors contend that the claim should be
reclassified accordingly. (Service Merchandise Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SINCLAIR BROADCAST: S&P Rates $310MM Senior Sub Notes at B
----------------------------------------------------------
Standard & Poor's assigned its single-'B' rating to Sinclair
Broadcast Group Inc.'s proposed $310 million senior subordinated
notes due 2011, which will be issued under Rule 144A with
registration rights. Proceeds will be used to redeem the
company's $300 million 10% notes due 2005. At the same time, all
ratings on Sinclair are affirmed. The outlook is negative.

The ratings reflect Sinclair's large television audience reach,
cash flow diversity, and strong margin and discretionary cash
flow potential. These factors are offset by the company's high
financial risk from aggressive, debt-financed acquisition
activity, mature long-term TV advertising growth prospects, and
near-term advertising contraction that is pressuring key credit
measures.

Sinclair primarily operates UHF TV stations in 40 large and
medium-size markets ranked between 13 and 112, reaching almost
25% of U.S. households. Based on household reach, the company
has the second-largest portfolio of Fox Television Network
affiliates after the Fox Television Stations Group, and ranks
second in holdings of WB Network affiliates behind the Tribune
Co.   In 19 markets, Sinclair operates a second station, which
increases revenue potential and provides overhead cost saving
opportunities.

Reduced advertising has challenged Sinclair in the past year.
National advertising revenue has declined by double digit
percentage, while local ad sales have been more stable, showing
single digit percentage shrinkage. The attacks on Sept. 11,
2001, have exacerbated this weakness. Subsequent economic
uncertainty and falling consumer confidence could delay an
advertising rebound well into 2002 when political advertising
may provide some lift, though to a lesser extent than in 2000.

Sinclair has indicated that it is considering potential station
sales or purchases to improve its competitive position in light
of any federal station ownership rule changes. Such activity is
unlikely to affect the ratings unless it meaningfully alters the
company's portfolio diversity or increases debt leverage.

Sinclair's EBITDA margin has fallen to the mid-30% area from
historical levels above 40%. Interest coverage for 12 months
ended Sept. 30, 2001, was modest, in the upper-1 times area and
coverage of interest plus debt like preferred stock dividends
was around 1.5x. Debt to EBITDA was in the mid-6x area and debt
plus debt-like preferred stock to EBITDA is high, around 8x.
Expected fourth quarter 2001 revenue falloff is likely to
further erode these key credit measures. Sinclair recently
amended its credit facility to significantly relax financial
covenants through Sept. 30, 2002.  Debt reduction will be
limited in the next year or so as weak ad demand and capital
spending continue to restrain discretionary cash flow. As of
Sept. 30, 2001, the company had about $233.4 million available
under its revolving credit agreement, but little debt capacity
within the rating for further use. Debt maturities are minimal
through 2004.

                        Outlook: Negative

Maintenance of station revenue share and use of discretionary
cash flow for debt repayment will be important for the company
in avoiding a downgrade amid the challenging operating
environment. Minimal flexibility for further credit measure
slippage is factored into the rating.

                         Rating Assigned

     Sinclair Broadcast Group Inc.
       $310 million senior subordinated notes due 2011      B

                         Ratings Affirmed

     Sinclair Broadcast Group Inc.
       Corporate credit rating                              BB-
       Senior secured debt                                  BB-
       Subordinated debt                                    B
       Preferred stock rating                               B-


STOCKPOT INC: Canyon Creek Calls Off Agreement Following Default
----------------------------------------------------------------
Canyon Creek Food Company Ltd. would like to announce the
termination of the Manufacturing License and Technical
Assistance Agreement between Canyon Creek Food Company Ltd. and
Stockpot, Inc. as a result of Stockpot's default under the
captioned agreement.


TELESPECTRUM WORLDWIDE: Balance Sheet is Upside-Down by $108MM
--------------------------------------------------------------
At September 30, 2001, TeleSpectrum Worldwide Inc. had a
stockholders' deficit of $108.6 million, and incurred a net loss
of approximately $43.9 million during the nine-month period then
ended.  These factors, among others, raise substantial doubt
concerning the ability of the Company to continue as a going
concern.

Total revenues for the three months ended September 30, 2001
were $52.4 million, representing a $20.7 million, or 28.3%,
decline in comparison to the prior year period total of $73.1
million. The decrease resulted from several factors, including
the current economic climate and the impact of the events of
September 11th. These factors contributed to the 54.2% reduction
in overall production volumes as compared to the three months
ended September 30, 2000. Revenue per hour for the periods was
comparable.

Total revenues for the nine months ended September 30, 2001 were
$172.7 million, representing a $58.4 million, or 25.3%, decrease
in comparison to the prior year period total of $231.1 million.
The decrease resulted from several factors, including the
current economic climate, which resulted in a 24.1% decrease in
overall production volumes. Revenue per hour for the periods was
comparable.


TELESYSTEM INT'L: Strikes Deal to Restructure Subordinated Debt
---------------------------------------------------------------
Telesystem International Wireless Inc. (Nasdaq:TIWI) (TSE:TIW.)
announces that it has reached an agreement with Capital
Communications CDPQ Inc., U.F. Investments (Barbados) Ltd., an
affiliate of Hutchison Whampoa Limited, certain affiliates of
J.P. Morgan Partners, LLC, and Telesystem Ltd which, subject to
certain conditions, will lead to the Company's recapitalization,
the restructuring of its subordinated debentures and the
increase of the Company's economic ownership in ClearWave N.V.,  
from 45.5% up to a maximum of 100%.

The Agreement contemplates several interrelated transactions
described in detail below and summarized as follows:

     -- A private placement of US$90 million in common equity;

     -- A cash issuer bid of CDN$45 million for all CDN$150
        million 7.00% Equity Subordinated Debentures ("ESDs");

     -- The issuance of warrants as a dividend in kind to
        holders of TIW's subordinate voting and multiple voting
        shares currently outstanding (approximately 16.3
        million). Each warrant will allow the holder to purchase
        one subordinate voting share at US$1.00 per share on or
        before March 31, 2003;

     -- An issuer bid to exchange all of the outstanding TIW
        Units (representing a 54.5% equity interest in
        ClearWave) for TIW common equity;

     -- The conversion by all holders of 7.75% Convertible
        Debentures, including Hutchison and JP Morgan ("CD
        Holders"), of 100% of their US$300 million principal
        amount of convertible debentures and the accrued and
        unpaid interest of US$11.6 million due September 2001
        (the "CDs"), for common equity having an aggregate value
        of US$94.6 million;

     -- The issuance of warrants to certain CD Holders to
        purchase up to a total of 15 million subordinate voting
        shares at US$1.00 per share on or before September 30,
        2002;

     -- The conversion of all the multiple voting shares 100%
        owned by Telesystem into subordinate voting shares.

As a result of the successful completion of these transactions,
TIW's subordinated debt totaling approximately US$394 million
will be retired and, thereafter, the Company's corporate debt
will consist of US$278.8 million in senior secured debt.
Furthermore, TIW's economic ownership in ClearWave will increase
from 45.5% up to a maximum of 100% and there will be only one
class of common shares.

"These transactions will substantially complete the
restructuring initiatives begun earlier this year when TIW
significantly reduced its senior debt through an agreement with
its bondholders. The transactions will collectively benefit
TIW's stakeholders by de-leveraging TIW's balance sheet while
increasing the Company's asset base," said Bruno Ducharme,
President and Chief Executive Officer of TIW.

The details of the transactions are as follows:

     The US$90 million equity private placement will take the
form of Special Warrants issued at a negotiated price of
approximately US$ 0.61 each, exercisable for one (1) subordinate
voting share of TIW at no additional cost. Capital
Communications, certain CD Holders, and Telesystem have agreed
to purchase approximately 59.7 million, 53.1 million and 34.2
million Special Warrants, respectively.

     TIW will issue a first US$15 million tranche of Special
Warrants on December 14, 2001. The issuance of an additional
tranche of US$75 million of Special Warrants is conditional upon
TIW successfully completing the consent request for the ESDs as
described below. Should the holders of ESDs not consent to the
amendments to the ESD indenture described below, the first US$15
million tranche of Special Warrants will be exercisable into a
new series of convertible debentures. Those new convertible
debentures will be senior in rank to the CDs and ESDs but junior
to other indebtedness of the Company, will carry an interest
rate of 25% per year, and each US$1,000 in principal amount will
be convertible at any time at the option of the holder into
subordinate voting shares at the then market price for such
shares.

     TIW will make an offer to purchase all of its outstanding
ESDs for CDN$45 million. TIW will offer CDN$300 in cash for each
CDN$1,000 in principal amount to holders tendering their ESDs in
the offer and such holders shall be deemed to have consented to
the amendments of the existing indentures. Those holders who
consent without tendering will be entitled to a CDN$100 consent
fee. TIW will request consents from ESD holders to amend the
existing indentures governing the ESDs in order to, among other
things, extend the maturity of the ESDs to December 2006, reduce
the principal amount of each ESD to CDN$250, delay the next
interest payment date to June 30, 2002, provide for the right of
TIW to convert the ESDs at maturity into subordinate voting
shares at a price equal to the greater of CDN$1.00 and the then
current market price of the subordinate voting shares and
provide for the optional conversion at maturity by holders of
the ESDs into subordinate voting shares at a price of CDN$4. 40.
In order for the consent request to be successful, TIW will
require consents from holders representing at least 66 2/3 % in
aggregate principal amount.

     TIW will make an offer to the holders of its outstanding
TIW Units to exchange such Units for TIW subordinate voting
shares at a ratio of 5.46 shares for each one (1) Unit.
Telesystem, la Caisse de depot et placement du Quebec and all
its subsidiaries (collectively "CDP"), including Capital
Communications, which together hold approximately 22.7 million
Units, or 49.5% of the Units outstanding, have agreed to tender
their Units in the offer.

     The CD Holders have agreed to exchange the CDs for US$94.6
million in subordinate voting shares of TIW priced at
approximately US$0.61 per share. Certain CD Holders will also
receive warrants to purchase up to a total of 15 million
subordinate voting shares at US$ 1.00 per share on or before
September 30, 2002.

     Once these transactions are successfully completed,
Telesystem will convert all of its multiple voting shares into
subordinate voting shares on a one-for-one basis. All
subordinate voting shares will then be re-designated as common
shares.

     The conversion of the CDs, the issuance of warrants to
certain CD holders, Telesystem's conversion of its multiple
voting shares, TIW's offer to exchange Units for common equity,
as well as the commitments of Telesystem, CDP and Capital
Communications to tender their Units are all conditional on each
other and conditional on the successful completion of the ESD
consent request.

     In addition, conditional on the successful completion of
the ESD consent request, TIW intends to issue as a dividend in
kind to each subordinate voting share and multiple voting
shareholder one warrant for each share held without taking into
account the issuance of Special Warrants, warrants to certain CD
holders nor the conversion of the Units. Each warrant will allow
the holder to purchase one subordinate voting share at the
Canadian dollar equivalent of US$1.00 per share on or before
March 31, 2003.

"The recapitalization plan is highly desirable for all
stakeholders. It protects the value of the assets, increases
liquidity, and stabilizes the capital structure," said Andre
Gauthier, Chief Financial Officer of TIW. "With our limited cash
resources, we believe that the alternatives to the proposed
recapitalization could be detrimental to the interests of
shareholders and holders of subordinated debt and may have a
significant negative impact on the value of TIW's assets," added
Mr. Gauthier.

TIW also announces it has reached an agreement in principle with
the bank syndicate of its senior secured corporate credit
facility to amend the terms and extend the maturity of the
facility from July 14, 2002 up to December 15, 2002, subject to
certain conditions. The amendments, including the extension of
the maturity date, are conditional on the successful completion
of TIW's recapitalization plan, including the successful
completion of the ESD purchase offer and consent request.

The proposed offers to purchase the ESDs and exchange the TIW
Units will be made in accordance with the requirements of
Canadian and U.S. securities laws and regulations pertaining to
issuer bids. The required issuer bid circulars will be sent to
holders of ESDs and TIW Units as soon as practicable.

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

TIW's web site address is: http://www.tiw.ca


USG CORP: Injury Claimants Get Okay to Hire Tersigni as Advisor
---------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants of
USG Corporation obtained Court permission to employ the New
York firm L. Tersigni Consulting P.C. as its accountant and
financial advisor.

Tersigni will perform services for the Committee including, but
not limited to:

      - Development of oversight methods and procedures so as to
enable the PI Committee to fulfill its responsibilities to
monitor the Debtors' financial affairs;

      - Interpretation and analysis of financial materials,
including accounting, tax, statistical, financial and economic
data, regarding the Debtors and other relevant parties;

      - Analysis and advice regarding additional accounting,
financial, valuation and related issues that may arise in
connection with plan negotiations and otherwise in the course of
these proceedings. (USG Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


VERTIS HOLDINGS: S&P Cuts Low-B Ratings Over High Debt Levels
-------------------------------------------------------------
Standard & Poor's lowered its ratings on Vertis Holdings Inc.
and its wholly owned subsidiary Vertis Inc.

The outlook is stable.

Ratings are based on the consolidated credit quality of
Baltimore, Maryland-based Vertis Holdings.  Vertis Inc. is a
leading advertising and marketing services concern that provides
advertising insert and newspaper products, direct marketing
products, and digital services.

The lower ratings reflect Standard & Poor's expectation that due
to current market conditions, Vertis' consolidated financial
profile will be weaker than expected for 2001 and that the
recovery in 2002 operating performance will likely be only a
moderate improvement.

Ratings reflect Vertis' significant debt levels and competitive
market conditions. The company's late 1999 recapitalization by
Thomas Lee & Co., significantly increased debt levels, which
resulted in credit measures that were weak for the rating
category. In addition, the current economic slowdown has led to
a decrease in print production volumes, which has negatively
affected recent consolidated financial results.

These factors are tempered by the company's leading market
position in the advertising insert segment, where the company is
one of the largest participants. These operations benefit from a
diversified customer base and a substantial recurring revenue
and cash flow stream, as long-term contracts account for more
than 50% of revenues. In addition, the company's entry into the
higher-margin direct marketing and digital services segments has
helped to diversify the cash flow base and provides good growth
prospects.

In an effort to improve its operating and financial performance,
Vertis has undertaken a consolidation plan, which simplifies the
corporate structure, realigns the existing sales force, and
reduces the company's cost structure.  These initiatives,
coupled with employee layoffs, are expected to yield
approximately $44 million in cost savings in 2001, which on an
annualized basis will yield approximately $86 million.

                        Outlook: Stable

Ratings stability reflects the expectation that Vertis will
maintain its leading market positions and that the company's
overall financial profile will gradually improve.

     Ratings Lowered                            To        From

   Vertis Holdings Inc.
Corporate credit rating                  B+        BB-

   Vertis Inc.
       Corporate credit rating                  B+        BB-
       Senior secured bank loan
         (Guaranteed by Vertis Holdings Inc.)   B+        BB-
       Subordinated debt                        B-        B


XO COMMS: Probable Default Compels S&P to Downgrade Junk Ratings
----------------------------------------------------------------
Fitch has downgraded XO Communications' (XO) senior secured
rating to 'CC' from 'CCC-', its senior unsecured rating to 'D'
from 'CC' and its convertible subordinated note rating to 'D'
from 'C'.

The Senior Secured Rating has been placed on Rating Watch
Evolving.

The rating downgrades reflect XO's announcement that it will not
be making scheduled interest and dividend payments on its
unsecured notes and preferred equity securities after Nov. 30.
At that point, the company will be in technical default. Based
on the initial terms of the restructuring, it will not seek to
cure this default within the 30-day grace period. The bank debt
includes a cross default provision, which XO will seek to waive
until the restructuring is complete. On Nov. 12, Fitch
downgraded XO's ratings due to the increased risk of bankruptcy
as Fitch was concerned XO would not meet its fourth-quarter 2001
minimum revenue covenant and the company had announced that it
hired an investment banking firm to help restructure its debt.

XO has announced Forstmann Little and Telefonos de Mexico SA
(Telmex) intend to invest $800 million total in exchange for
equity, respectively owning 39% of XO pro forma for the
recapitalization. This equity infusion is contingent upon a
recapitalization and a fully funded business plan, which are
contingent upon the agreement of XO's bondholders, bank lenders
and regulatory authorities.

If bondholders agree to proceed with XO's proposed
recapitalization, they will receive less than par value for the
debt securities exchanged into equity. As disclosed in the Nov.
12 press release, a debt-for-equity recapitalization transaction
forces the rating on the securities converted to equity to a
default level until the pro forma business plan is assessed and
the necessary components of the transaction closed. Based on the
preliminary terms of the equity investment, XO may need the
agreement from all unsecured noteholders and preferred
stockholders to convert all their securities into equity. The
secured debt, which includes bank debt and capital leases, will
remain outstanding post the restructuring.

The Rating Watch Evolving assigned to the senior secured debt
rating will be resolved upon the close of the transaction. Pro
forma for the close of this restructuring, Fitch would maintain
the 'D' ratings on the unsecured debt that was converted for 30
days and withdraw the ratings. Fitch would assign a new rating
to the bank debt reflective of the new capital structure and
business risk of the company. If XO is unable to close the
transactions, the secured rating will fall to a default status,
as acceleration would likely occur.

Pro forma for the restructuring, XO will have a stronger credit
profile, as it will have approximately $1 billion of debt
outstanding. That being said, the company will continue to face
intense competition in a weakened economy.


XO COMMS: Strikes Recapitalization Deal with Forstmann & Telmex
---------------------------------------------------------------
Forstmann Little & Co. and Telefonos de Mexico S.A. de C.V.
(TELMEX), (BMV: TELMEX; NYSE: TMX; NASDAQ: TFONY; LATIBEX:
XTMXL) announced that they have each agreed to invest $400
million in cash, or a total of $800 million in new equity, in XO
Communications, Inc. (Nasdaq: XOXO), as part of a comprehensive
recapitalization of the fast-growing provider of broadband
communications services.

The investment, which has been approved by the XO Board of
Directors, is conditioned on a complete restructuring of XO's
balance sheet, as well as customary regulatory and closing
conditions. The investment will result in a very substantial
deleveraging of the Company and fully fund its current business
plan. Following the investment and recapitalization, Forstmann
Little and TELMEX will each own approximately 39% of XO, and its
total debt will be reduced to approximately $1 billion.

Theodore J. Forstmann, senior partner of Forstmann Little, said,
"We are very pleased that we were able to bring in a world-class
company like TELMEX to co-invest with us. XO has continued to
meet its operating targets in a very challenging market, and the
Company will now have an appropriate capital structure and the
right partners to realize its significant potential."

Jaime Chico Pardo, chief executive officer of TELMEX, said, "We
believe XO already has a sound business plan and strong
management team. With this new investment, in partnership with a
blue-chip private investor like Forstmann Little, XO will now
have the financial strength to take advantage of the current
environment and capitalize on its many opportunities for
growth."

TELMEX is the leading telecommunications company in Mexico with
more than 13 million telephone lines in service, 1.43 million
line equivalents for data transmission and more than 845,000
Internet accounts. TELMEX offer telecommunications services
through a 68,000 kilometer fiber optic digital network. TELMEX
and its subsidiaries offer a wide range of advanced
telecommunications, data and video services, Internet as well as
integrated telecom solutions for corporate customers. Visit
http://www.telmex.com

Since 1978, Forstmann Little has made 29 acquisitions and
significant equity investments, returning billions of dollars to
its investors. The firm's best-known investments include
Gulfstream Aerospace, General Instrument and Ziff-Davis
Publishing. Current investments include Community Health Systems
(NYSE: CYH), a leading rural hospital company; McLeodUSA
(NASDAQ: MCLD), the nation's largest independent competitive
local exchange carrier; Citadel Communications, a leading radio
broadcaster in mid-sized markets; and Yankee Candle Company
(NYSE: YCC), the leading designer, manufacturer, wholesaler and
retailer of premium scented candles. The firm currently has
approximately $2.3 billion in committed capital for future
investments.


* Delaware Asbestos Cases Transferred to Judge Wolin
----------------------------------------------------
The Honorable Edward R. Becker, Chief Judge of the Third Circuit
Court of Appeals and the presiding officer of the Third Circuit
Judicial Counsel, acting pursuant to 28 U.S.C. Sec. 292(b),
designates Judge Alfred M. Wolin of the U.S. District Court for
the District of New Jersey to hold Court in Delaware during the
period November 27, 2001 to November 27, 2002 (or longer if
necessary) to "complete unfinished business" in all asbestos
related cases pending in the Third Circuit.  This includes the
on-going chapter 11 cases concerning:

   * Owens Corning
   * Federal-Mogul
   * USG Corp.
   * W.R. Grace & Co.
   * Armstrong World Industries

Judge Becker states that these asbestos-related cases, which
carry thousand of asbestos claims, need to be consolidated
before a single judge so that a coordinated plan for management
can be developed and implemented.  

In a telephonic hearing this week with the key players in Owens
Corning's case and Judge Fitzgerald, Judge Becker explained that
Judge Wolin "is going to be the captain of the ship, the admiral
of the fleet. . . ."  

Following Judge Becker's announcement, Chief Judge Robinson
officially transferred the Owens Corning, Federal-Mogul, USG,
W.R. Grace and Armstrong chapter 11 cases and other District
Court lawsuits pending against other asbestos-defendants to
Judge Wolin.  Judge Robinson makes it clear in her transfer
order that the chapter 11 cases are not stayed in any way and
that each transferor bankruptcy and district court judge  
presiding over the chapter 11 cases to date retains jurisdiction
on all matters already heard or pending.

It will be up to Judge Wolin to decide how to carve-up the
workload in the Delaware asbestos-related cases among the
various judges.  His goal, of course, is to move the cases
forward.  

To prevent these cases from coming to a grinding halt, Judge
Wolin entered an order directing, for now, that:

     all Orders and other provisions regarding appearances and
     hearings scheduled in the above-captioned matters before
     the several transferor judges shall continue in force and
     effect and all applications for relief in each of the
     several matters shall be directed to the transferor judge
     in the first instance, pending further Order of this Court.

To get the case management ball rolling, Judge Wolin will
convene a status conference at 9:00 a.m. on December 20, 2001,
at the Martin Luther King Courthouse Courtroom 4B, 50 Walnut
Street, in Newark, New Jersey, and directs the lawyers for the
core parties-in-interest in the Big Five asbestos bankruptcy
cases to attend that conference.  


* BOND PRICING: For the week of December 3 - 7, 2001
----------------------------------------------------
Following are indicated prices for selected issues:

Amresco 9 7/8 '05                28 - 31(f)
Asia Pulp & Paper 11 3/4 '05     26 - 28(f)
AMR 9 '12                        92 - 94
Bethelem Steel 10 3/8 '03         5 - 7(f)
Chiquita 9 5/8 '04               80 - 82(f)
Conseco 9 '06                    48 - 50
Enron 9 5/8 '03                  16 - 19(f)
Global Crossing 9 1/8 '04        14 - 16
Level III 9 1/8 '04              57 - 59
McLeod 11 3/8 '09                14 - 16
Northwest Airlines 8.70 '07      76 - 78
Owens Corning 7 1/2 '05          32 - 34(f)
Revlon 8 5/8 '08                 48 - 50
Royal Caribbean 7 1/4 '18        80 - 84
Trump AC 11 1/4 '06              62 - 64
USG 9 1/4 '01                    72 - 74(f)
Westpoint 7 3/4 '05              31 - 33
Xerox 5 1/4 '03                  89 - 91

                          *********

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-
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                     *** End of Transmission ***