TCR_Public/011217.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 17, 2001, Vol. 5, No. 245

                           Headlines

ANC RENTAL: Seeks Okay to Honor Prepetition Customer Obligations
AMERICAN TISSUE: Taps Brent I. Kugman to Lead Restructuring
ARMSTRONG HOLDINGS: PD Panel Wants Bar Date Extension & Renotice
BETHLEHEM STEEL: Court Okays Weil Gotshal as Bankruptcy Counsel
BURLINGTON: Court Okays Payment of Freight, Lien & Custom Claims

BURLINGTON: Obtains Final Approval on New Financing Agreement
CALICO COMMERCE: Eyes Chapter 11 to Sell Assets to PeopleSoft
CENTRAGAS-TRANSPORTADORA: S&P Affirms BB Foreign Currency Rating
CHIPPAC INC: Issuing Prospectus Covering $15MM of 12-3/4% Notes
CHIQUITA BRANDS: First Creditors' Meeting Set for January 10

CLIMACHEM INCORPORATED: S&P Ratchets D-Ratings Up to Junk Level
COLUMBIA LABORATORIES: Offering Knott Partners 100,000 Shares
COMDISCO INC: Wants More Time to Remove Actions Until April 10
COVAD COMMS: Gets Approval to Hire Houlihan Lokey as Advisors
ESAFETYWORLD: Applying to Trade on OTCBB After Nasdaq Delisting

E-EXPEDIENT: Files for Protection Under Chapter 11 in Florida
ENRON CORP: Court Extends Schedule Filing Deadline to June 18
ENRON: Forms Special Committee to Probe Into Financial Facts
ERIE FORGE: Finalizes Sale of Business to Park Corporation
EXODUS COMMS: Agrees to Provide Afco Adequate Protection

FEDERAL-MOGUL: Asks for Lease Decision Extension to April 1
FINOVA GROUP: Seeks Extension of Removal Period to May 31, 2002
FLEETWOOD ENTERPRISES: Weak Business Position Drags Ratings Down
GLENOIT CORPORATION: Has Until February 5 to Decide on Leases
HASBRO INC: S&P Rates $225MM Senior Convertible Debentures at BB

HAYES LEMMERZ: Will Honor Prepetition Employee Obligations
HAYES LEMMERZ: Completes Restatement of Financial Results
INNOVATIVE HOME: Auctioning Garage Door Assets on Dec. 18
INTEGRATED HEALTH: Gets Go-Signal to Sell Litho Stock for $42.5M
INTIRA CORPORATION: Requests Court to Extend Exclusive Periods

LATTICE SEMICON: S&P Affirms its B+ Corporate Credit Rating
LTV CORP: U.S. Trustee Disbands Equity Panel Appointed July 13
LTV CORP: Names Glenn Moran and David Bleisch as New Directors
MCLEODUSA: S&P Slashes Ratings Following Recapitalization Plan
NORTHWESTERN STEEL: Moves to Convert to Chapter 7 Liquidation

NUMATICS: Ratings Off Watch After Refinancing of Credit Facility
ORGANIC HOLDINGS: Completes Sale of Cinagro Shares to Seneca
PACIFIC DUNLOP: S&P Affirms Low-B Corporate Credit Ratings
PILLOWTEX CORP: Bringing In Yantek Enterprises as Consultants
PINNACLE HOLDINGS: Gets Extension of Forbearance on Facility

PSINET INC: GECC Pushes for Adequate Protection Monthly Payments
RAZORFISH INC: Inks Agreements to Divest European Operations
SYNERGY TECHNOLOGIES: Sept. Qtr. Results Show Negative Cash Flow
TELSCAPE INT'L: Trustee Wants Lease Decision Deadline Extended
TRAILMOBILE TRAILER: Files Chapter 11 Petition in Illinois

TRAILMOBILE TRAILER: Chapter 11 Case Summary
US CAN: S&P Hatchets Ratings On Weakening Financial Performance
VIATEL: Wants Lease Decision Period Extended to March 28, 2002
VIZACOM INC: SpaceLogix Discloses 15.2% Equity Interest
WARNACO GROUP: Signs-Up Gavin Anderson as PR Consultants

WHEELING-PITTSBURGH: Seeks Fifth Extension of Exclusive Periods
XO COMMS: Expects to Begin Trading on OTC Bulletin Board Today

* BOND PRICING: For the week of December 17 - 21, 2001

                           *********

ANC RENTAL: Seeks Okay to Honor Prepetition Customer Obligations
----------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates seek entry of
an order authorizing but not directing them to honor pre-
petition obligations to certain customers and consumer of their
respective business and products. The three main categories of
prepetition customer obligations are:

A. Customer Deposits - In the ordinary course of the Debtors'
    business, the Debtors require their customers to remit cash
    deposits in certain circumstances to ensure the prompt
    return of a vehicle and/or the payment of certain amounts
    outstanding by the customer's insurance company. After
    satisfaction of these conditions by a customer and/or
    insurance company, the Debtors refund the Customer Deposit
    by mailing the customer a refund check or by issuing a
    credit to the customer's credit card. The Debtors possess a
    number of Customer Deposits that were deposited prior to
    the Filing Date. Because the rental of the vehicles
    straddle the pre-petition and post-petition period, it is
    unclear whether portions of the Customer Deposits relate to
    pre-petition periods. Thus, in an excess of caution, the
    Debtors seek authority to refund all Customer Deposits,
    including those that may relate to pre-petition periods.

B. General Customer Refunds and Reimbursements - In the ordinary
    course of the Debtor's business, the Debtors historically
    have maintained certain refund policies under certain
    reasonable circumstances designed to accommodate their
    customers' needs. These general customer refunds relate to
    certain issues that arise in the course of a customer's
    vehicle rental. The Debtors' refund policies provide the
    Debtors' customers with comfort that, if the vehicle rental
    is not satisfactory to the customer, the rental fees will
    be partially or wholly refunded. In addition, the Debtors
    have historically maintained reimbursement policies with
    respect to certain categories of expenses incurred by
    customers that are properly attributed to the Debtors.
    These Reimbursements include expenses incurred by customers
    relating to vehicle maintenance; expenses incurred by
    customers relating to the unavailability of the customer's
    reserved vehicle; and expenses incurred by customers that
    are owed to a third party based on an error by the Debtors.
    The Debtors seek authorization to:

        a. issue the Third Party Reimbursements to the customer
           when the expenses have been paid by the customer to
           the third party and

        b. honor the Third Party Reimbursements directly to the
           third party where appropriate in an effort to minimize
           customer inconvenience.

      The Debtors' policies with respect to the Reimbursements
      insure that the Debtors' customers are not required to pay
      expenses that are directly related to responsibilities
      and/or errors of the Debtors, which are critical to the
      Debtors' efforts to maintain customer loyalty. The Debtors
      believe that the aggregate amount of General Customer
      Refunds and Reimbursements that have accrued and that are
      projected to accrue in respect of prepetition customer
      obligations prior to the Filing Date is approximately
      $1,110,000.

C. Frequent Flyer Miles - In the ordinary course of the Debtors'
    business, the Debtors maintain certain programs that issue
    frequent flyer miles to customers in connection with the
    customer's use of rental vehicles. The Debtors request
    authorization to honor the Frequent Flyer Obligations that
    were earned by customers prior to the Filing Date but not
    issued by the Debtors.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCauley LLP
in Wilmington, Delaware, contends that customer satisfaction and
loyalty are imperative for the success of the Debtors'
businesses and believes that honoring their Pre-petition
Customer Obligations is crucial to maintaining such loyalty and
satisfaction. The Debtors believe that substantially all of the
Pre-petition Customer Obligations are owed to individual
consumers based on their Customer Deposits, pre-petition General
Service Refunds, Reimbursements, and Frequent Flyer Obligations.
As a result, Ms. Fatell believes that up to $2,100 per
individual of most of the Pre-petition Customer Obligations are
entitled to priority in payment. Because such claims are
entitled to priority in payment, such claims would have to be
paid in full under any plan of reorganization. The Debtors
believe that it is important to honor the other Pre-petition
Customer Obligations in order to maintain good customer
relations, which are crucial to a successful reorganization.

Ms. Fatell argues that the success, viability and revitalization
of the Debtors' businesses is wholly dependent upon the
development and maintenance of consumer loyalty. It is likely
that the commencement of the Debtors' chapter 11 cases has
created some apprehension on the part of customers regarding
their willingness to continue doing business with the Debtors.

The Debtors believe that without the requested relief, the
stability of the Debtors' businesses will be significantly
undermined, and otherwise loyal customers will cease patronizing
the Debtors' businesses. Ms. Fatell claims that the Debtors need
to maintain their customers' loyalty because the damage that
would result if the Debtors failed to honor their Pre-petition
Customer Obligations significantly outweighs any detriment to
their creditors or their estates. By reason of the indispensable
nature of upholding customer satisfaction and loyalty, the
Debtors believe that honoring Pre-petition Customer Obligations
to customers is crucial to their reorganization efforts. (ANC
Rental Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMERICAN TISSUE: Taps Brent I. Kugman to Lead Restructuring
-----------------------------------------------------------
American Tissue Corporation announces that it is moving forward
with its restructuring and has committed to focusing its sales
and production efforts on its Consumer and Food Service Product
Lines. By adopting this strategy, American Tissue will optimize
the utilization of its facilities and personnel on its
traditional customer base and lower its costs.

While American Tissue is still in Chapter 11 and cannot
determine the timetable or outcome of its financial
restructuring, the company remains confident that it is
following the correct strategy to regain profitability in the
months ahead.

Brent I. Kugman and Associates, the restructuring management
team, is leading the company towards providing quality consumer
products for its established marketplace. Mr. Dale Marcus,
leader of the Kugman restructuring team said, "We reviewed and
considered the lines of business that American Tissue had been
pursuing and decided to withdraw from the Commercial and
Industrial Product Marketplace.  We found from our analysis that
the Consumer Product and Food Service business  line would be
the best approach for the maximizing of the value of American
Tissue."


ARMSTRONG HOLDINGS: PD Panel Wants Bar Date Extension & Renotice
----------------------------------------------------------------
The Official Committee of Property Damage Claimants of Armstrong
Holdings, Inc., represented by Joanne B. Wills and Steven K.
Kortanek of the Wilmington firm of Klehr Harrison, Harvey,
Branzburg & Ellers, LLP, ask for an extended bar date before
which claimants holding claims against the Debtors for asbestos-
related property damage may file proofs of claim, and ask that a
supplemental notice program for unknown property damage
claimants be implemented, saying that the existing notice
program is inadequate to reach these potential claimants.

The claimants comprising the property damage creditors in these
cases fall into several categories, the principal ones being
residential, industrial, commercial and governmental property
owners. The claims of these property owners arise principally
from having present in their properties "Armstrong Flooring"
and/or "Armstrong Resilient Flooring, Asphalt or Vinyl Asbestos
Tile", which are flooring and tiling products which Debtor
Armstrong World Industries, Inc. manufactured and distributed
nationwide between 1960 and 1983. These products contain the
carcinogen asbestos, which is widely known to cause innumerable
debilitating and life-ending diseases such as mesothelioma,
various pleural illnesses, and lung cancer.

Asbestos floor tile was been installed on countless floors for
decades. The property damage claimants therefore number in the
tens of thousands, if not hundreds of thousands or millions, by
virtue of the widespread installation of the Products. For a
period of time, the asbestos floor tile industry was the second
larger consumer of asbestos.

The Committee assures the Court it has already heard a preview
of the arguments of the Debtors and the Creditors Committee, who
"breathlessly urge that the Debtors are free of any meaningful
liability to property damage claimants". Predicated on what the
Committee characterizes as "that baseless assertion", these
parties evidently intend to seek to disband the committee (an
exercise that may waste more fees that the PD Committee's
professionals will bill in several months' time). They will
also argue that their view of liability should mean that their
hastily-constructed bar date is an edifice that the property
damage claimants (and the Court) dare not disturb.

One need go no further than a local store selling new floor tile
to see the basis of a very large number of property damage
abatement claims against Armstrong. In recent years, new boxes
of Armstrong floor tile contain this legend:

        WARNING DO NOT SAND, DRY SWEEP, DRY SCRAPE, DRILL,
        SAW, BEADBLAST OR MECHANICALLY CHIP OR PULVERIZE
        EXISTING RESILIENT FLOORING, BACKING, LINING FELT, OR
        ASPHALTIC "CUT BACK" ADHESIVES. These products may
        contain either asbestos fibers or crystalline silica.
        Avoid creating dust. Inhalation of such dust is a
        cancer and respiratory tract hazard. Smoking by
        individuals exposed to asbestosis fibers greatly
        increases the risk of serious bodily harm. Unless
        certain the product is a nonasbestos-containing
        material, you must presume it contains asbestos.
        Regulations may require that the material be tested
        to determine asbestos content and may govern the
        removal and disposal of material. See current edition
        of Armstrong publication "Recommended Work Practices
        for Removal of Resilient Floor Coverings" (F-2822)
        for detailed information and instructions addressed
        to the task of removing all resilient floor covering
        structures.

There are a significant number of governmental and private
scientific studies demonstrating the harm to the respiratory
system of even dry-sweeping asbestos floor tile. It is for this
reason that OSHA and other agencies prescribe very careful
removal methods with specially-trained professionals.

However, in the context of what constitutes constitutional and
fair notice of a claims bar date, a bankruptcy court should not
embark on the path of prejudging liability to potential
creditors. The real issue is the unlawful disenfranchisement of
an enormous number of potential claimants who are entitled to
the safe removal of existing asbestos-containing product.

                The Bar Date Motion and Order

The simplicity of the Debtors' bar date motion and the
proceedings thereon belies the complexity and breadth of known
and unknown property damage claims against the estates. In their
bar date motion, the Debtors acknowledged the requirement that
unknown creditors, including unknown property damage claimants,
be accorded due process through adequate notice of the claims
bar date. The Debtors proposed in the motion that they only be
required to issue publication notice in certain national and
trade publications. In support of their proposed publication
notice, the Debtors stated in conclusory fashion that it was
their view that the publication notice was constitutionally
sufficient.

The Debtors' bar date motion was unopposed, as no objection was
interposed in the twelve days allowed for objections. Therefore,
at the April 18, 2001 omnibus hearing in these cases, Judge
Farnan approved the bar date and related procedures under a
revised order provided to the Court at the hearing. There was no
discussion on the record about the motion, and it was treated as
a very routine matter. The Court's April 18, 2001 Order
established a "General Claims Bar Date" of August 31, 2001.

                     Publication Is Not Enough

The PD Committee submits that the publication notice provided
for in the Bar Date Order is insufficient to properly notify
unknown property damage claimants. Accordingly, by this motion,
the PD Committee requests that the Court extend the bar date as
to property damage claimants and implement a sufficient
supplemental notice program for unknown  property damage
claimants.

There is but one opportunity to get the noticing program with
respecting the bar date order correct. If the noticing program
is insufficient, the rights of many parties who have claims and
a right to be heard may be irrevocably lost. Therefore, this is
not a matter to be rushed or treated lightly. An event as
critical as a bar date that includes unknown property  damage
claimants is one that should involve the active participation by
representatives of property damage claimants, whether in an
official or unofficial capacity.

Bankruptcy courts generally recognize the importance of active
participation of holders of various types of claims. In Celotex,
another large bankruptcy case, the extensive notice procedures
for all bar dates was a product of negotiations among the
debtor, the debtor's noticing consultants, the three official
committees (the Asbestos Health Claimants Committee, Trade
Creditors Committee and the Asbestos Property Damage Claimants
Committee), and the Legal Representative for Unknown Asbestos
Bodily Injury Claimants, and other interested parties. In sharp
contrast, in the present case no such role was afforded to the
property damage constituencies.

At the time of filing of the bar date motion, the Claimants'
Committee had a property damage claim representative as one of
its eleven members, but this did not afford the voice needed to
negotiate with the Debtors on behalf of property damage
claimants to protect their interests with respect to notice
procedures. Presumably, as would be expected, every other major
creditor constituency was well represented in connection with
the motion to set a claims bar date. Property damage claimants
were not at the table when this enormously importantly step was
taken.

The Debtors and the Creditors' Committee have threatened to make
much of the fact that one of the original eleven members of the
Claimants Committee was Christene Wood, a property damage
claimant and proposed class representative. The PD Committee
hopes that the revisiting of the bar date as to property damage
claimants can be a constructive exercise in which  the merits of
the notice program are reexamined. Instead it seems there will
be assertions that property damage creditors consciously failed
to act despite representation on the Claimants Committee. The
constructive approach will surely prevail, but in any event the
Court should be aware of certain essential facts about the
functioning of the Claimants Committee up to the entry of the
Bar Date Order.

The PD Committee is informed that at the initial in-person
meeting of the Claimants Committee in Atlanta on January 19,
2001, virtually the first order of business was to take a vote
on whether the Ms. Wood's representatives could participate in
the meeting. On a vote that was apparently ten-to-one, Ms. Wood
as the sole representative of property damage claimants was
excluded. The PD Committee is also informed that the ten
remaining members of the Claimants Committee then formally
created a subcommittee consisting of all ten personal injury
claimant representatives.

The problems with the Claimants Committee membership were so
serious that Delaware counsel to the Claimants Committee
(according to time records) was immediately on the telephone
from Atlanta to the United States Trustee staff attorney
assigned to the case. Indeed, there are numerous time entries in
January 2001 and thereafter devoted to committee "membership
issues". The PD Committee understands that the operation of the
Claimants Committee were seriously impaired by this situation.
If the Committee was functioning properly, for example, one
would assume that it would not have waited three months to file
applications to retain its professionals, but instead those
applications were filed in late March of 2001. The PD Committee
understands that following the initial Claimants Committee
meeting in Atlanta, the Claimants Committee's professionals were
in favor of the appointment of a separate committee, to allow
them to carry out their obligations with a uniform constituency
on the Claimant Committee.

Representatives of property damage constituents pointed out
these operational issues early on to the United States Trustee,
beginning with a February 6, 2001 letter describing the Atlanta
meeting debacle. Ultimately, of course, the U.S. Trustee's
office recognized  that PD Claimants were not effectively
represented by the Claimants Committee and therefore formed the
PD Committee on July 18, 2001.  A motion by the Debtors to
disband the PD Committee pends on the Court's calendar as of
today.

During the time in which the bar date motion was pending, it
appears from time records that no meetings of the Claimants
Committee took place. The bar date materials appear to have been
sent out to several parties by Claimants Committee
professionals, perhaps to all committee members, but only on
April 9, two days before the April 11 objection deadline. This
is not to suggest anything negative about Claimants Committee
professionals, rather, it simply shows that the bar date motion
was treated as routine as to property damage claimant issues, on
a very fast timetable, with no meaningful opportunity for input
by an official body or person representing this constituency

The appointment of the PD Committee by the United States Trustee
now gives property damage claimants an official voice in these
cases for the first time. Advocacy for this constituency is
particularly important with respect to unknown claimants, to the
extent a reasonable but effective notice program will maximize
their ability to have their claims adjudicated. The PD Committee
urges the Court to allow the PD Committee to demonstrate the
need for supplemental notice initiatives, rather than allow the
current Bar Date Order to stand with its serious preclusive
consequences to innumerable property damage claimants.

In this connection, it is also important to recognize that a
request for a bar date does not have the weighty provenance
attributed to it by the Debtors. Early on in the context of
asbestos-related bankruptcy cases, courts dispensed with the
argument by debtors that they have an absolute right to set a
claims bar date. Rather, it is well-recognized that a bankruptcy
court has broad discretion whether to set a bar date, as well as
when to extend it. Id. Clearly this Court's exercise of such
discretion will be aided by hearing from a competing interest as
it relates to the sufficiency (or insufficiency) of the current
bar date noticing procedures with respect to property damage
claimants.

Court makes clear that design of the notice program is the
essential issue to passing constitutional muster:

        But when notice is a person's due, process which is a
        mere gesture is not due process. The means employed
        must be such as one desirous of actually informing
        the absentee might reasonably adopt to accomplish it.
        The reasonableness and hence the constitutional
        validity of any chosen method may be defended on the
        ground that it is in itself reasonably certain to
        inform those affected. . . .

Ultimately these judicial concerns reflect a balancing test
between the interests of the state in effectively administering
the trust and the interests of claimants in obtaining fair
notice. The Supreme Court has articulated that its prior
decisions on this issue required consideration of three factors
to determine the adequacy of due process: (1) the private
interests at stake; (2) the risk of erroneous deprivation and
the possibility of minimizing that risk, and (3) the
government's interest. Significantly, in the bankruptcy context
the balancing is not of the debtor's interest against that of
the claimant, but simply the government's interest in the fair
administration of bankruptcy cases.

In the Bar Date Order, the balance required by the Supreme Court
tips decidedly against the interests of unknown property damage
claimants. As a threshold matter, there has been no showing as
to how the text of the various notices, or the Debtors' website,
coupled with the publications selected, are reasonably certain
to inform property damage claimants of the claim deadline. To
the contrary, the existing program is deficient, particularly
with respect to residential claimants.

This Court has wide latitude to extend the bar date as to
property damage claimants. Bankruptcy Rule 3003(c)(3) provides
that the Court "for cause shown, may extend the  time for which
proofs of claim or interest may be filed." Since Bankruptcy Rule
3003(c)(3) is the source of the Court's power to fix a bar date,
and in the same subsection expressly authorizes extensions, such
relief in no way implicates Bankruptcy Rule 9024, which makes
applicable Fed. R. Civ. P. 60(b). Bankruptcy Rule 9006(b) also
provides a mode of relief (again without resort to Rule 60(b)),
by stating in relevant part as follows:

        when an act is required or allowed to be done at or
        within a specified period by these rules or by a
        notice given thereunder or by order of court, the
        court for cause shown may at any time in its
        discretion (1) with or without motion or notice order
        the period enlarged if the request therefor is made
        before the expiration of the period originally
        prescribed or as extended by a previous order...

          The Need for a "Careful" Noticing Program

Ample cause exists to grant the relief sought by the PD
Committee here. Indeed, because of the need to carefully craft a
noticing program for property damage claimants, in several other
large asbestos-related bankruptcy cases, accommodations were
made to property damage claimants, or the bar dates were set
later in the cases, or both. For example, in Johns-Manville
Corporation, the bar date was nearly two years into the case,
and even then, the Court twice extended the bar date for certain
property damage claimants. In a Missouri case, the Court set a
bar date five years after the bar date order, and notices not
only published in newspapers but also further circulated to
media such as newsletters for asbestos plaintiffs attorneys.
Based upon these authorities and the facts presented in the
present cases, cause exists for extending the claims bar date
with respect to property damage claimants.

           Property Damage Claimants are Entitled to
                a Supplemental Notice Program

Cause also plainly exists to require a supplemental notice
program for property damage claimants. Decisions in other
asbestos-related bankruptcy cases demonstrate that it is
"reasonably possible" to give "more adequate warning" through
additional means beyond those set forth in the Bar Date Order.
Here, just as in Celotex Corp., the PD Committee has requested
retention of a noticing consultant to advise the PD Committee
and the Court as to a cost-effective supplemental notice program
for property damage claimants.

Upon retaining a noticing consultant, the PD Committee will
propose a detailed supplemental notice program to fairly target
unknown property damage claimants. It appears that the most
glaring deficiency in the Debtors' publication program is with
respect to residential claimants. While there are several
commercial, industrial and governmental property management
trade publications on the Debtors' publication list, there are
no means of notifying residential customers aside from national
newspaper publication. Among other things, advertisements
should be placed in asbestos attorney publications as in
Standard Insulations, Inc.. An analysis also should be done as
to national radio, television and/or internet advertising and
notification, among other things.

Other means of notification to be considered should also
include, the following types of distribution or publicity,
without limitation: establishing a website with color pattern
pictures for identification of Armstrong product; requesting
property taxing authorities to include notice in quarterly or
annual tax assessments; and placing television and/or radio
advertisements; and mailing notices to additional entities able
to disseminate information about property damage claims, such as
builders associations, home owner associations, commercial
leasing associations and local chambers of commerce. To the best
of the PD Committee's knowledge, the current state of the
administration of the Debtors' cases does not suggest that the
requested relief would prejudice or unduly delay the
administration of the Debtors' cases.

             The Unsecured Creditors' Committee Objects

The Official Committee of Unsecured Creditors of Armstrong World
Industries, Inc., Nitram Liquidators, Inc., and Desseaux
Corporation of North America, debtors and debtors in possession
in these cases, object to the PD Committee's Motion.  Led by
Mark E. Felger of the Wilmington firm of Cozen & O'Connor as
local counsel, and by Robert Drain and Andrew N. Rosenberg of
the New York firm of Paul, Weiss, Rifkind, Wharton & Garrison as
lead counsel, the Unsecured Committee reminds the Court that, on
March 30, 2001 the Debtors filed and served their motion to
establish a claims bar date, and the Court entered its bar date
order on April 18, 2001. As requested, the Court established
August 31, 2001 -- that is, a date almost nine months after the
commencement of these chapter 11 cases -- as the bar date for
all prepetition unsecured claims. The only exceptions from the
bar date were claims arising from the future rejection of
executory contracts and unexpired leases (which, as is typical,
must be filed a specified time after contract rejection) and
asbestos-related personal injury claims (which typically raise
unique issues regarding the degree of information to be sought
from personal injury claimants in the proof of claim form).

The Bar Date Order also approved the extensive notice of the bar
date requested by the Debtors. This included not only direct
mail notice to the hundreds of known creditors of the Debtors
but also notice (published twice) in 17 national and regional
publications of general interest as well as in 20 specialty and
trade publications that, as the PD Committee's Motion
acknowledges, was directed at unknown property damage claimants.

There were no objections to the bar date motion, which is
believed to have been provided to the property damage claimant
then serving on the Official Committee of Asbestos Claimants.
There were no appeals from the Bar Date Order. The Debtors
apparently have complied with the extensive notice requirements
of the Bar Date Order; they have timely served the Court-
approved notice on counsel for all known property damage
claimants, including on counsel for the purported, disputed
Texas class, and provided the publication notice.

                   AWI's Property Damage Claims

For over twenty-five years AWI has been a defendant in asbestos-
related litigation, and its chapter 11 filing was widely
attributed to the impact of the increasing number of asbestos-
related claims asserted against it.  Those claims, however, are
almost exclusively perso nal injury claims. Unlike other chapter
11 debtors with asbestos-related problems, AWI has not
experienced material asbestos-related property damage claims.
For example, on the Petition Date AWI had approximately 177,000
pending personal injury claims but only six pending, and only
three active, property damage lawsuits. According to the
Debtors, during the twenty years preceding the chapter 11 filing
AWI paid under $10 million in property damage settlements (as
compared to over $500 million paid in only the three years prior
to bankruptcy in personal injury settlements and defense costs),
and plaintiffs lost the two property damage cases that went to
trial with respect to asbestos-containing flooring.

The scarcity of property damage claims against AWI probably
stems from the nature of the very few asbestos-containing
products ever manufactured by AWI, which, because of their non-
friable composition, do not cause significant clean-up or
removal problems. (The vast majority of personal injury claims
asserted against AWI stem from AWI's or its subsidiary's
insulation installation business, not AWI's products.) In any
event, despite AWI's extensive and widely publicized history as
an asbestos defendant -- and the proven willingness of property
damage plaintiffs to pursue AWI's co-defendants by the thousands
-- AWI has less than a handful of active known property damage
claims and reasonably believes based on its claims history and
the nature of its products that it has negligible unknown
property damage claims.

On August 3, 2001, the PD Committee served the Motion, which
seeks:

        a. An unspecified extension of the bar date for property
damage claimants, and

        b. A supplemental notice program for unknown property
damage claimants, the final details of which are yet to be
proposed by the PD Committee but which would consist of at
least:

              (i) A website, with color pattern pictures for
identifying AWI products, and potential internet notification;

              (ii) The insertion of notices of allegedly
defective AWI products in individuals' quarterly or annual tax
assessments;

              (iii) A television and/or radio campaign;

              (iv) The mailing of additional notices regarding
potential property damage claims to builders associations,
homeowners associations, commercial leasing associations and
local chambers of commerce and other entities and the placement
of advertisements in asbestos attorney publications.

The PD Committee concedes in its Motion that the primary target
of this solicitation campaign would be residential consumers.
Except for the pending and disputed Texas class action, however,
there were no residential consumer property damage claims
pending on the petition date. Indeed, in AWI's property damage
claims experience, there has apparently never been another
residential consumer property damage claim asserted.

The harm to AWI's business and the drop in consumer confidence
in AWI's products, not to mention the confusion and cost,
resulting from the Motion's proposed campaign to solicit unknown
claimants is obvious.

                             Too Late

Not only is it too late procedurally to require the imposition
of the Motion's supplementary claim solicitation program, but
also the PD Committee's request runs counter to well-established
precedent, including in this Circuit, regarding the scope of
proper notice of the bar date to unknown claimants. The Motion
would improperly flip the notice burden by compelling AWI to
hunt, troll and advertise for claims which currently are
unknown. To the contrary, the type of publication notice already
required by the Bar Date Order and complied with by the
Debtors has consistently been held to constitute adequate notice
to unknown claimants.

               The Motion Doesn't Meet Equity Standards

The PD Committee brings its Motion to amend the Bar Date Order
under Bankruptcy Rules 3003(c) and 9006(b), with no mention of
or attempt to meet the exacting standards of Fed.R.Civ.P. 59 or
60(b), as incorporated by Bankruptcy Rules 9023 and 9024,
respectively. Bankruptcy Rules 3003(c) and 9006(b) refer,
however, only to the Court's extension for cause shown of the
time to file a proof of claim. They do not address the primary
relief sought by the Motion -- the supplemental solicitation
program. Indeed, the only reason given by the PD Committee for
the requested blanket extension of time for all known and
unknown property damage claimants is to implement the proposed
supplemental solicitation program. Without those requested
solicitation procedures, there is no reason to extend the bar
date.

In addition to setting the bar date, the Bar Date Order
determined the requirements for adequate notice of that bar
date, with which the Debtors have complied. By now seeking to
impose new, far more expensive and detrimental notice
procedures, the Motion thus seeks reconsideration of the Court's
order as to the key issue of the manner and form of adequate
notice, not just the mere timing, of the bar date. The Motion
therefore must satisfy Fed.R.Civ.P. 59 or 60(b), as incorporated
by Bankruptcy Rules 9023 and 9024, in addition to Bankruptcy
Rules 3003(c) and 9006(b), but the Motion does not even try
to meet Rules 59 or 60(b).

Given the Court's entry of the Bar Date Order in April, 2001 and
the absence of any appeal, Rule 9006(b) should now be applicable
only to individual claimants' request for relief from the bar
date based on their individual circumstances, not to support
reconsideration of the underlying notice procedures previously
ordered by the Court. A broader reading of the Bankruptcy Rules
would mean that a debtor would never have finality as to the
general adequacy of its bar date notice.

    Publication Notice Suffices. There is no Duty to Search Out
   Unknown Claimants and Create Reasons for them to File a Claim

A bar date in a chapter 11 case serves one of the principal
purposes of bankruptcy law, "securing within a limited period
the prompt and effectual administration and settlement of the
debtor's estate." The bar date provides a "safeguard to the
finality" of chapter 11 cases and, therefore, "the bar order . .
. is not a mere procedural gauntlet, but an integral step in the
reorganization process." In particular, the courts' treatment of
unknown claimants, such as the claimants whom the PD Committee
seeks to solicit, highlights the importance of the policies of
finality and efficiency underlying the bar date. As noted by the
Third Circuit:

       For notice purposes, bankruptcy law divides claimants into
       two types, "known" and "unknown." Known creditors
       must be provided with actual written notice of a debtor's
       bankruptcy filing and bar claims date. For unknown
       claimants, notification by publication will generally
       suffice.

A 'known' creditor is one whose identity is either known or
'reasonably ascertainable by the debtor.'" "An 'unknown'
creditor is one whose 'interests are either conjectural or
future or, although they could be discovered upon investigation,
do not in due course of business come to knowledge [of the
debtor].'" "A creditor's identity is 'reasonably ascertainable'
if that creditor can be identified through 'reasonably diligent
efforts.'" However, those efforts do not require a "vast, open-
ended investigation." Instead, the Third Circuit in Chemetron
concluded, "Reasonable diligence does not require 'impracticable
and extended searches . . . in the name of due process.' A
debtor does not have a 'duty to search out each conceivable or
possible creditor and urge that person or entity to make a claim
against it.'"

Instead, in a bankruptcy setting, "It is well established that,
in providing notice to unknown creditors, constructive notice of
the bar claims date by publication satisfies the requirement of
due process." Moreover, "It is impracticable to expect a debtor
to publish notice in every newspaper a possible unknown creditor
may read."

The Third Circuit does not require more than such publication
notice of the bar date to unknown persons who might have claims
arising from the debtor's toxic waste site. Noting that "We
decline to chart a jurisprudential course through a Scylla of
causational difficulties and a Charybdis of practical concerns,"
the Court specifically declined the suggestion that the debtor
should have conducted a title search of the neighborhood or
otherwise tried to locate those who had some degree of exposure
to the site.

The balance of interests in favor of reasonable publication
notice to unknown creditors, as opposed to more exacting
solicitation such as that requested by the Committee's PD
Motion, is most starkly highlighted by another Third Circuit
decision. In the case of In re Penn Central Transportation Co.,
the Court held that claimants could be barred by publication
notice even though they did not know that they had claims
against the debtor. "The notice requirement is not necessarily
intended to advise them of the nature of [their] interests."
Admittedly it may not seem entirely fair to require a party who
has no actual notice of a bankruptcy to raise a claim before the
bankruptcy court or be forever barred from raising such claims.
We must keep in mind, however, that the bankruptcy provisions
constitute an attempt to balance various interests.

                   Damage to AWI's Reputation

Here, the Debtors have provided extensive publication notice to
unknown property damage claimants that also is consistent with
the Debtors' claims experience, including AWI's payment history
and the types of claimants who have previously asserted property
damage claims against AWI. To enter into the claims solicitation
process requested by the Motion far exceeds the demands of
adequate notice as determined by the authorities cited above.
Moreover, such a solicitation program would not only be
expensive and of doubtful efficacy in reaching actual claimants,
but common sense says that it would harm AWI by tainting the
reputation of AWI's business and products or at least confusing
consumers about AWI. In bankruptcy, the court has an obligation
not only to potential claimants, but also to existing claimants
and the petitioner's stockholders. The Court must balance the
needs of notification of potential claimants with the interests
of existing creditors and claimants. A bankrupt estate's
resources are always limited and the bankruptcy court must use
discretion in balancing these interests when deciding how much
to spend on notification.

In Best Products, the court concluded that publication of the
bar date notice in two national publications was reasonable and
adequate and that the suggested "publication in each of the
dozens of locations where Best did business is onerous,
cumbersome and unduly expensive" and unnecessary. The same
analysis should apply here, where the Motion would expand upon
already extensive and adequate notice with a confusing,
detrimental and insupportable claims solicitation program.

For these reasons, the Motion should be denied.

The Debtors adopt the Committee's objection.

             Judge Farnan Tries to Divide the Apple

Trying to avoid Constitutional implications, and unfairness to
potential claimants, Judge Farnan takes this under advisement
and issues a bridge order extending the bar date pending his
decision on this Motion. (Armstrong Bankruptcy News, Issue No.
14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


BETHLEHEM STEEL: Court Okays Weil Gotshal as Bankruptcy Counsel
---------------------------------------------------------------
Bethlehem Steel Corporation, and its debtor-affiliates obtained
from Judge Lifland the authority to employ Weil, Gotshal &
Manges LLP as their attorneys in connection with the prosecution
of their chapter 11 cases.

Specifically, the Debtors will look to Weil Gotshal to:

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

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

  (c) negotiate and prepare on behalf of the Debtors a plan of
      reorganization and all related documents; and

  (d) perform all other necessary legal services in connection
      with the prosecution of these chapter 11 cases. (Bethlehem
      Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


BURLINGTON: Court Okays Payment of Freight, Lien & Custom Claims
----------------------------------------------------------------
Burlington Industries, Inc., and its debtor-affiliates seek
authority to pay, in their sole discretion, the pre-petition
claims of certain contractors, subcontractors, warehousemen,
freight carriers and customs brokers.

(A) Mechanics' Lien Claims - $100,000

    In the ordinary course of business, the Debtors retain
    general contractors who may then train subcontractors to
    undertake certain construction, repair or maintenance
    projects.  According to Richard M. Cieri, Esq., at Jones,
    Day, Reavis & Pogue, in Cleveland, Ohio, these contractors or
    subcontractors may be entitled to liens against the property
    if their services are not paid for.

    Failure to satisfy any Mechanics' Lien Claims could cause
    significant disruption to the Debtors' ongoing construction
    projects, Mr. Cieri warns.  The contractor or subcontractor
    may refuse to finish the project, forcing the Debtors to
    procure alternative services that may in turn increase the
    Debtors' construction and repair costs.  If the Debtors are
    unable to timely obtain replacement contractors, Mr. Cieri
    says, production lines and other facilities may suffer
    equipment breakdowns and delayed implementation of new
    production processes.  The Debtors would be unable to meet
    customer delivery timetables, which could cause potentially
    severe and irreparable damage to their customer relations at
    the very time when the Debtors are attempting to stabilize
    their operations, Mr. Cieri adds.

(B) Warehouse and Freight Claims - $2,250,000

    In connection with the day-to-day operation of their
    businesses, the Debtors:

      (a) rely on numerous freight companies operated by third
          parties to transport goods before, during and after the
          manufacturing process; and

      (b) supplement their own on-site storage facilities by
          storing both finished products and raw materials and
          supplies at a variety of third-party warehouse
          facilities.

    As a result, Mr. Cieri explains, the owners of the warehouses
    and the freight carriers have possession of certain of the
    Debtors' materials or products in the ordinary course of
    business.  As of the Petition Date, Mr. Cieri relates, many
    of the warehousemen and freight carriers had claims for
    storage, transportation and related services previously
    provided to the Debtors.

    Mr. Cieri tells Judge Walsh that it is essential for the
    Debtors to maintain the reliable and efficient flow of raw
    materials and goods through their manufacturing and
    distribution systems.  According to Mr. Cieri, a delay could
    undermine the Debtors' ability to meet internal production
    schedules or fulfill their customers' supply needs.  Unless
    the Debtors continue to receive raw materials and deliver
    work in process, supplies and finished products on a timely
    basis and without interruption:

    (a) certain of their manufacturing operations (or their
        customers' operations) maybe irreparably disrupted, and

    (b) the Debtors' relationship with their critical customer
        constituency would be severely, and possibly irreparably,
        impaired, and their ability to reorganize would be
        immediately jeopardized.

    If the Debtors fail to pay the Warehouse and Freight Claims,
    Mr. Cieri adds, many of the warehousemen and freight carriers
    may stop providing their essential services to the Debtors.
    Accordingly, Mr. Cieri insists, it is imperative that the
    Debtors be authorized to pay the Warehouse and Freight Claims
    to:

    (a) ensure that the essential services provided by the
        warehousemen and freight carriers are available to the
        Debtors without interruption, and

    (b) preserve to the fullest extent possible the value of the
        Debtors' businesses for the benefit of all stakeholders.

(C) Customs Claims - $50,000

    In the ordinary course of business, the Debtors use the
    services of multiple customs brokers and freight forwarders
    to provide services that enable the Debtors to comply with
    the complex customs laws and regulations of the United
    States.  The customs brokers are a vital link in the Debtors'
    integrated distribution system, Mr. Cieri advises the Court,
    because they complete paperwork necessary for customs
    clearance, prepare import summaries, facilitate exportation
    of the Debtors' products, obtain tariff numbers and perform
    numerous other miscellaneous services for the Debtors.

    The Customs Claims must be paid to prevent any disruption in
    the Debtors' current arrangement with the customs brokers and
    in the essential services that the customs brokers provide,
    Mr. Cieri contends.  The Debtors worry that the customs
    brokers may refuse to make further advances and pay customs
    duties on time, leading to a severe disruption in the
    Debtors' integrated distribution system and potentially
    causing irreparable damage to the Debtors' relationship with
    customers whose orders go unsatisfied.  Such nonpayment also
    may result in the imposition of sanctions against the
    Debtors, including fines and storage fees, Mr. Cieri adds.

Notwithstanding the automatic stay imposed by the Bankruptcy
Code, Mr. Cieri continues, many of the mechanics, the
warehousemen, the freight carriers and the customs brokers:

     (a) may be entitled to assert and perfect liens against the
         Debtors' property, which would entitle them to payment
         ahead of other general unsecured creditors in any event;
         and

     (b) may hold the property subject to the asserted liens
         pending payment, to the direct detriment of the Debtors
         and their respective estates.

Since the mechanics, the warehousemen, the freight carriers and
the customs brokers are likely fully secured creditors, Mr.
Cieri adds, paying their claims will:

   (i) give them no more than that to which they would otherwise
       be entitled under a plan of reorganization; and

  (ii) save the Debtors the interest costs that otherwise may
       accrue on the Mechanics' Lien Claims, Warehouse and
       Freight Claims and Customs Claims during these chapter 11
       cases.

Mr. Cieri assures the Court that the Debtors will not pay any
claim unless the applicable mechanic, warehouseman, freight
carrier or customs broker has perfected or is capable of
perfecting a valid, unavoidable lien on account of its claims.
The Debtors have sufficient cash reserves, together with
anticipated access to sufficient DIP financing, to pay the
amounts described in the ordinary course of business, Mr. Cieri
declares.

                            *  *  *

Conceding that the Debtors have established just cause for the
relief they requested, Judge Walsh authorizes the Debtors, in
their sole discretion, to pay the Mechanics' Lien Claims,
Warehouse and Freight Claims and Customs Claims.  Upon the
Debtors' payment of these claims, Judge Walsh decrees, any lien
securing such claim shall be immediately released, void and of
no further force and effect. (Burlington Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


BURLINGTON: Obtains Final Approval on New Financing Agreement
-------------------------------------------------------------
Burlington Industries, Inc. (OTC Bulletin Board: BRLG) announced
that it has received final court approval for its Debtor-in-
Possession (DIP) financing.  The final agreement, which is
underwritten by JPMorgan Chase Bank, increases the available
financing from $125 million to $190 million, subject to the
terms of the agreement.

This additional financing provides significant liquidity and
will supplement the company's resources, if needed, during the
reorganization period.  The company's operations and delivery of
products are continuing without interruption.

Burlington Industries, Inc. is one of the world's largest and
most diversified manufacturers and marketers of apparel and
interior furnishings.


CALICO COMMERCE: Eyes Chapter 11 to Sell Assets to PeopleSoft
-------------------------------------------------------------
Calico Commerce, Inc., announced that it has reached an
agreement with PeopleSoft, Inc., the leading provider of
collaborative enterprise software, whereby PeopleSoft intends to
acquire the intellectual property and certain assets of Calico
Commerce for approximately $5M in cash. As part of the
agreement, Calico Commerce will file a voluntary under Chapter
11 of the U.S. Bankruptcy Code and obtain Bankruptcy Court
approval of the sale.

"Calico Commerce has a world-class customer base that relies on
our Interactive Selling Software as mission-critical to daily
operations. By teaming with PeopleSoft, we are enabling our
customers to continue to use best-of-breed configuration and
recommendation technology with the security and backing of a
large, successful software company," said James B. Weil,
President and CEO of Calico. "Interactive Selling technology is
an integral and indispensable component of any comprehensive
enterprise software solution, and the strength of the combined
offering should delight both Calico and PeopleSoft customers."

The filing of Chapter 11 is an important step in the process of
protecting the value of the Calico customer base and
intellectual property. While the sale is consummated, Calico
will continue its day-to-day operations with uninterrupted
customer support. Calico Commerce has sufficient cash to operate
during the restructuring and asset sale process. In October and
November, Calico realized approximately $24 million from the
sale of all remaining shares of Digital River common stock it
received in exchange for the sale of its MarketMaker assets in
April 2001. The filing will be made in the U.S. Bankruptcy Court
for the Northern District of California, San Jose Division. The
proposed acquisition by PeopleSoft is subject to Bankruptcy
Court approval.

Calico Commerce, Inc. (OTCBB:CLIC) is a provider of interactive
selling software for organizations selling complex products or
services. With its advanced configuration and recommendation
technology, Calico enables corporations to better understand and
serve their customers. Calico customers realize benefits
including improved order accuracy, shortened sales cycles and
improved customer satisfaction. Calico's interactive selling
software has a low total cost of ownership and enables companies
to take products to market quickly, resulting in a faster and
higher return on investment than that realized from traditional
configuration solutions. Calico customers include leaders in the
telecommunications, financial services, retail, electronic
finished goods and medical equipment industries. Calico
Commerce, Inc. is headquartered in San Jose, Calif., has offices
in Europe and Japan, and can be found online at
http://www.calico.com


CENTRAGAS-TRANSPORTADORA: S&P Affirms BB Foreign Currency Rating
----------------------------------------------------------------
Standard & Poor's removed its double-'B' foreign currency rating
on Centragas-Transportadora de Gas de la Region Central de Enron
Development and Cia. S.C.A.'s (Centragas) US$172 million senior
secured notes due 2010 from CreditWatch with negative
implications, where it was placed on Nov. 30, 2001.  The double-
'B' rating is affirmed and the outlook is negative.

The rating was placed on CreditWatch after Centragas' parent,
Enron Corp., was downgraded by Standard & Poor's to single-'B'-
minus from triple-'B'-minus.

The CreditWatch with negative implications status reflected a
feature within the project indenture that enables Enron to
borrow Centragas' funds during the operating phase of the
project.  Centragas' outstanding loans to Enron currently amount
to US$43.6 million.  While funds for these loans can be derived
from the debt service reserve account, the operating account,
and the distribution account, all funds for the current loans
outstanding are derived from the distribution account.  There
are no funds owed to any of the other accounts.  Standard &
Poor's has assessed the affect of the loans and their collection
on the project's financials and has concluded Centragas'
exposure to Enron (currently in default) does not affect
Centragas' rating.

There are four basic reasons why the loans to Enron, as well as
the latter's default status, do not materially affect Centragas'
rating:

      * The loans in question were made from the distribution
account.  Since funds from the distribution account are excess
funds destined for the equity holders as dividend disbursement
or as loans, the project never considered any alternative use
for these funds in the original projections.

      * While Centragas has the right to lend under the
indenture, the cash management agreement and indenture require
the borrower to be creditworthy (investment grade).  Since Enron
is no longer creditworthy, Centragas cannot lend money to Enron,
and has not done so since the latter lost its investment-grade
status, as stipulated by the cash management agreement and
indenture.

      * Centragas is structured as a single-purpose entity with
bankruptcy remote provisions that provide protection from
possible bankruptcy proceedings at Enron.

      * Enron's affect on the project's operations and
maintenance (O&M) is minimal, as project personnel and a
Colombian subcontractor handle O&M.

Centragas owns a 578-kilometer natural-gas pipeline that runs
from Ballena to Barrancabermeja, Colombia. Centragas is 50%
owned by subsidiaries of Enron, 25% by Tomen Corp. (triple-
'Cpi'), and 25% by Promigas E.S.P.

The double-'B' rating incorporates the following risks:

      * Repayment of debt is based solely on the fixed monthly
tariffs and other cash inflows and outflows as defined in the
contracts governing the project -- the financial obligor of the
transportation services contract is Empresa Colombiana de
Petroleos (Ecopetrol; foreign currency double-'B'/Negative/-),
the state-owned oil company.

      * Enron, through subsidiaries, has the ability to borrow
Centragas' excess cash.

      * Centragas does not have recourse to the Republic of
Colombia (double-'B' foreign currency debt/Negative), Ecogas,
Ecopetrol, or Enron.

The following strengths adequately offset the risks:

      * The project is strategically important to the Republic of
Colombia.

      * The pipeline, which has been operating since commercial
construction completion in February 1996, transports most of the
natural gas to the Barrancabermeja station.

      * Projected debt service coverage ratios of 1.65 times (x)
are strong for the project's rating category.

      * Current pipeline usage of about 140-150 millions of cubic
feet per day (mmcfd) is above initial capacity of 127 mmcfd, and
about the maximum flow rate of the pipeline.

      * At the scheduled termination of the transportation
services contract in 2011, Ecogas has the option to purchase the
pipeline for a nominal sum.

      * The project's contracts closely match expenses against
revenues and require Ecopetrol to assume a large portion of the
uncontrollable risks, such as currency-exchange-rate risk and
force majeure risks.

      * Projections show that, even under adverse situations,
cash flow adequately covers debt service.

      * At the outset, the project was highly leveraged, with
debt equal to about 80% of capitalization; this has been reduced
to 54%.

Centragas is a single-purpose entity that was formed by Enron
Corp. to build, own, and eventually transfer the project-asset
to Ecogas.  The primary transportation tariff is structured to
be payable without regard to the amount of gas Ecogas schedules
for transport.  Exceptions are limited as to when monthly
tariffs may be reduced.

During the past six years, the pipeline has been operating
according to specifications with no major interruptions, and
debt service coverage ratios have exceeded the base case
projections.  In 2000, the average gas transported was almost
140 mmcfd, significantly higher than the amount of gas
transported through May 1999 of 73 mmcfd.  Thus, pipeline usage
is currently about 100% of total capacity, as Ecogas added new
compression capacity.

Ecogas was created by Law 401 on Aug. 20, 1997.  Such law
transferred to Ecogas Ecopetrol's assets and rights related to
natural gas transportation activities, as well as any rights
derived from contracts related to gas transportation activities.
In a separate interadministrative agreement, Ecopetrol and
Ecogas agreed that Ecopetrol would continue to be the financial
obligor with respect to tariff payments due to Centragas.

                     Outlook: Negative

The Republic of Colombia's rating limits the Centragas rating.
The favorable operating record and predictable cash flow limit
the potential for downward movement in the rating; however, a
decline in the sovereign rating would lead to a rating
downgrade.


CHIPPAC INC: Issuing Prospectus Covering $15MM of 12-3/4% Notes
---------------------------------------------------------------
ChipPAC Inc. is issuing a prospectus covering $15,000,000
aggregate principal amount of its 12 3/4% senior subordinated
notes due 2009 which ChipPAC issued on June 22, 2001 in a
private placement and which may be offered and sold from time to
time by the selling security holders named in the prospectus.
ChipPAC will receive no part of the proceeds of the sales of the
securities in this offering.

The notes were issued as part of a "tack-on" offering to the
July 1999 private placement of $150,000,000 aggregate principal
amount of the Company's 12 3/4% senior subordinated notes due
2009, having substantially the same terms as these notes.

ChipPAC will pay interest on the notes on each August and
February 1. The Company may redeem the notes on and after August
1, 2004. There is no sinking fund for the notes.

The notes are eligible for trading in The PORTAL Market, a
subsidiary of The Nasdaq Stock Market, Inc.

ChipPAC is a full-portfolio provider of semiconductor package
design, assembly, test and distribution services. As of
September 30, 2001, the company sustained strained liquidity,
with current liabilities exceeding current assets by about
$6million.


CHIQUITA BRANDS: First Creditors' Meeting Set for January 10
------------------------------------------------------------
The United States Trustee for Region 9 will convene a general
meeting of Chiquita Brands International's Creditors pursuant to
11 U.S.C. Sec. 341(a) on January 10, 2002 at 1:00 p.m., at 36
East Seventh Street, Suite 2030, in Cincinnati, Ohio.

All creditors are invited, but not required, to attend.  This
Official Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtor under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.

The U.S. Trustee does not permit this meeting to be used as a
substitute for examinations properly taken pursuant to Rule 2004
of the Federal Rules of Bankruptcy Procedure.  Additionally,
corporate officers testifying at these meetings generally are
well prepared and are cautious not to disclose any material non-
public information not already disclosed in SEC filings and
court pleadings. (Chiquita Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


CLIMACHEM INCORPORATED: S&P Ratchets D-Ratings Up to Junk Level
---------------------------------------------------------------
Standard & Poor's raised its ratings on ClimaChem Inc.  The
outlook is negative.

The upgrade reflects payment of the interest that was due
December 1, 2001, on the company's $105 million, 10.75% senior
notes. The interest was paid during the 30-day cure period under
the indenture. The next interest payment on the senior notes is
due in June 2002.

ClimaChem is a regional producer of nitrogen-based products and
a manufacturer of climate-control products. Profitability and
cash flows remain under extreme pressure, reflecting continued
weakness in the agricultural and blasting-grade ammonium nitrate
business.

                          Outlook: Negative

Meaningful recoveries in product pricing and profitability are
not likely to occur in the next 12 months, so that the firm may
again be unwilling or unable to service its debt obligations in
a timely manner, Standard & Poor's said.

                           Ratings Raised

                              To            From
ClimaChem Inc.
   Corporate credit rating         CC            D
   Senior unsecured debt           C             D


COLUMBIA LABORATORIES: Offering Knott Partners 100,000 Shares
-------------------------------------------------------------
Columbia Laboratories Inc. is offering an aggregate of 100,000
shares of its common stock directly to Knott Partners LP,
Matterhorn Offshore Fund Ltd. and Common Fund Hedged Equity
Company at a price of $2.65 per share. The Company will receive
gross proceeds of $265,000 before deducting expenses of the
offering.

Columbia's common stock trades on the American Stock Exchange
under the symbol COB.

Columbia Laboratories, Inc. is a U.S.-based international
pharmaceutical company dedicated to research and development of
women's health care and endocrinology products, including those
intended to treat infertility, dysmenorrhea, endometriosis and
hormonal deficiencies. Columbia is also developing hormonal
products for men and a buccal delivery system for peptides.
Columbia's products primarily utilize the company's patented
bioadhesive delivery technology. As of June 30, 2001, the
company reported an upside-down balance sheet, with
stockholders' equity deficit of about $1.7 million.


COMDISCO INC: Wants More Time to Remove Actions Until April 10
--------------------------------------------------------------
Comdisco, Inc., and its debtor-affiliates ask the Court for an
order extending the time period wherein they may file notices
for the removal of pending actions to the later to occur of:

     (a) April 10, 2002, or

     (b) 30 days after entry of an order terminating the
         automatic stay with respect to any particular action
         sought to be removed.

Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, reminds the Court that the Debtors
are parties to numerous judicial and administrative proceedings
currently pending in various courts or administrative agencies
throughout the United States and the world.  "The Actions
involve a wide variety of claims," Ms. Perlman notes.

The current deadline to remove these Actions falls on January
10, 2002.

However, Ms. Perlman tells the Court, the Debtors need more time
to determine which of the Actions should be removed and
transferred to this district.

If the Court grants this motion, Ms. Perlman explains, the
Debtors will have sufficient opportunity to make fully informed
decisions concerning the possible removal of the Actions.
Accordingly, Ms. Perlman notes, this will protect the Debtors'
valuable right to economically adjudicate lawsuits if the
circumstances warrant removal.  Moreover, Ms. Perlman assures
the Court, the Debtors' adversaries will not be prejudiced by
such an extension because such adversaries may not prosecute the
Actions without obtaining relief from the automatic stay.  "The
Debtors' adversaries can always pursue remand is its proceeding
is removed," Ms. Perlman adds.

The Debtors reserve their right to seek further extensions of
the removal period. (Comdisco Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


COVAD COMMS: Gets Approval to Hire Houlihan Lokey as Advisors
-------------------------------------------------------------
Covad Communications Group, Inc., and its debtor-affiliates
obtained approval from the Court to retain and employ Houlihan
Lokey Howard and Zukin as its restructuring advisor and
investment banker to provide services in connection with these
cases.

Specifically, Houlihan Lokey will:

  (1) Advise the Debtor generally as to available financing and
      capital restructuring alternatives, including
      recommendations of specific courses of action.

  (2) Assist the Debtor with development of various operating and
      financial models associated with a range of strategic
      options;

  (3) Assist the Debtor with the development, negotiation and
      implementation of restructuring plan, including
      participation as an advisor to the Debtor in negotiations
      with creditors and other parties involved in restructuring;

  (4) Assist the Debtor with the design of any debt and equity
      securities or other consideration to be issued in
      connection with the restructuring plan;

  (5) Assist the Debtor in raising capital;

  (6) Advise the Debtor as to potential mergers and acquisitions,
      and the sale or other disposition of any of the Debtor's
      assets or businesses;

  (7) Assist the Debtor in communications and negotiations with
      its constituents, including creditors, employees, vendors,
      shareholders and other parties-in0interest in connection
      with any restructuring plan;

  (8) Render such other financial advisory and investment banking
      services as may be mutually agreed upon by Houlihan Lokey
      and the Debtor.

In addition, the Debtors have engaged the firm as restructuring
advisors and investment bankers pre-petition, working
particularly in these activities:

  (1) constructing a region-by-region financial model for
      analyzing operational performance, negotiating with
      noteholders and discussions with providers of capital;

  (2) assisted in negotiating and structuring the terms of the
      proposed exchange offer;

  (3) advised the Debtor on operational and financial issues
      regarding the assignment for the benefit of creditors for
      the Debtor's BlueStar subsidiary;

  (4) participated in bi-weekly board meetings to discuss various
      operational, financial and strategic issued with the
      Debtor's Board of Directors. (Covad Bankruptcy News, Issue
      No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ESAFETYWORLD: Applying to Trade on OTCBB After Nasdaq Delisting
---------------------------------------------------------------
eSAFETYWORLD, Inc. (SFTY), which specializes in serving the
critical environment and personal care markets and provides
consulting and support services to emerging companies, announced
that it has canceled a hearing scheduled before a Nasdaq Listing
Qualifications Panel on December 13, 2001 to appeal a Nasdaq
Staff determination to de-list eSAFETYWORLD's common stock from
The Nasdaq Stock Market. As a result, eSAFETYWORLD's common
stock was scheduled to be de-listed from The Nasdaq Stock Market
effective as of December 13, 2001.

eSAFETYWORLD intends to have an application for quotation of its
common stock filed with the NASD's OTC Electronic Bulletin Board
as soon as possible. Until such application is approved,
eSAFETYWORLD's common stock may trade on the pinksheets.com.
There can be no assurance that the Company's common stock will
be accepted for quotation or trading on either of these
quotation systems.

The Company is confident that, given all the relevant facts and
circumstances, it should have prevailed at the hearing based on
the merits. However, the additional time that would be required
for the hearing process and possible appeals, combined with its
shares having not traded for over seven weeks, would likely have
resulted in further illiquidity and hardship for its
stockholders for an unacceptably long period. Accordingly, in
order to allow its stock to start trading again as soon as
possible, the Company decided to forego its Nasdaq listing. This
should not be interpreted in any way as an admission that any of
the Nasdaq Staff's non-technical allegations are true or
accurate.

eSAFETYWORLD markets and distributes industrial and workplace
safety products to companies having employees working in
manufacturing, construction or critical environments and those
employees being exposed to environmental hazards. Its e-Commerce
Web site is located at http://www.esafetyworld.com The Company
also offers its customers a 360 degree ordering solution by
making toll free numbers and catalogs available for customers
who prefer traditional ordering methods. The Company also
operates a consulting/accelerator consulting group to serve
emerging or promising businesses.


E-EXPEDIENT: Files for Protection Under Chapter 11 in Florida
-------------------------------------------------------------
e-xpedient(SM)/CAVU, Inc. reveals that, despite having filed for
Chapter 11 protection with the U.S. Bankruptcy Court in the
middle district of Florida, Orlando division on November 30, its
customers are so pleased with 100 Mbps Internet access, that
none has changed service as a result of the filing. Customers
have been individually informed of the filing. Since that time,
e-xpedient has had no customer instigated disconnects in any of
its markets.

The company expects to return to regular operating procedures
and implement a plan for future development once it emerges from
reorganization. Says William Paul Mamounis, Jr., MCP, President
of AES Hosting, a provider of email and Web Hosting services,
"e-xpedient has to survive, I need my 100 Mbps Internet service,
and no one can deliver it in this market, much less for the $250
a month I pay for my plan. Taking it away would be like draining
the oil out of an engine. We might not come to a screeching
halt, but we'd start grinding away at the mechanisms that make
us a success - fast email hosting and web hosting. Staying with
e-xpedient is - to me - a no-brainer."

"We are doing everything we can to not let affordable 100 Mbps
Internet access die on the vine," says Brian Andrew, president
and CEO, CAVU's e-xpedient. "The vision was to make 100 Mbps
available for every size business. We've done it. Customers have
embraced it. I don't think there's a competitive telco out there
who can touch us in penetration. Our average Internet service
revenue is $3,000 per building - all of it on net. I think these
kind of results speak to the heart of the investment community."

The company's corporate goals have always been profitability in
year four of operation and the company's plans have always
required additional financing. During the two years since the
company's inception, the venture capital marketplace for the
communications industry has dried up. Venture capitalists'
ability to make a quick return on investment via a company's
initial public offering is disappearing.

"The kind of investors we need are those with long-term vision,"
says Andrew, "investors willing to see the company through to
profitability." To this end, the company secured a commitment
for $140 million from a private investor earlier this year.
Current market conditions have negatively impacted the speed at
which the investor is able to secure these funds.

To date, the company has raised $74 million. These funds were
used to develop such intellectual properties as wireless ring
and mesh architectures, customer self-provisioned installation
and on-line billing and pre-payment that eliminate bad debt.
Additionally, the company launched the first commercial use of
free-space optics and 60 GHz broadband fixed-wireless in its
Miami market while also deploying 38 GHz broadband fixed-
wireless networks to deliver service in five other markets. As
part of a plan to extend the life of the organization and
maintain services to customers, the company performed a layoff
November 26. The layoff leaves e-xpedient with the staff
required to continue to service its customers. The subsequent
filing for Chapter 11 protection is also part of that plan.
Additionally, the company has notified landlords and customers
in Jacksonville, FL and Oklahoma City, OK that they will be
discontinuing service. These two markets would require
significant expansion to become self-supporting.

e-xpedient/CAVU, Inc. is the first to deliver affordable 100
Mbps high-speed Internet access to business users. e-xpedient
solves the "last mile" problem with a wholly-owned-and-deployed
IP-only Metropolitan Area Network (MAN). The e-xpedient(SM)
network is independent of any Regional Bell Operating Company
(RBOC), any Incumbent Local Exchange Carrier (ILEC), or any
Competitive Local Exchange Carrier (CLEC). The company delivers
true broadband to end-user business, a service that is instantly
available and affordable for each and every size customer, with
standard pricing packages ranging from $100 - $5,500 per month.


ENRON CORP: Court Extends Schedule Filing Deadline to June 18
--------------------------------------------------------------
Enron Corporation and its debtor-affiliates sought and obtained
an extension of the time within which they must file their list
of equity security holders, schedules of assets and liabilities,
schedules of executory contracts and unexpired leases, and
statements of financial affairs as required under 11 U.S.C. Sec.
521(1).  The extension run through and including June 18, 2002.

Judge Gonzalez sees good reason to grant the 4-month extension.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, New York, tells the Court it is undisputable that the
Debtors have complex and diverse operations.  "The Debtors won't
be able to complete their Schedules and Statements within the
15-day deadline imposed under Bankruptcy Rule 1007(c)," Mr.
Rosen notes.

According to Mr. Rosen, the Debtors must compile information
from books, records, and documents relating to thousands of
affiliates and a multitude of transactions to prepare the
required schedules and statements.  "Collection of the necessary
information requires an expenditure of substantial time and
effort on the part of the Debtors' employees," Mr. Rosen
explains.  The Debtors assure the Court that they have already
mobilized their employees to work diligently on the assembly of
the necessary information. (Enron Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON: Forms Special Committee to Probe Into Financial Facts
------------------------------------------------------------
Enron Corp. (NYSE: ENE) said that the comments made by an
Andersen executive at a Congressional hearing were generally
supportive of Enron's good faith and propriety in the
preparation of its financial statements.

"Enron engaged in real time audit procedures with its auditors
on every significant structured finance vehicle," said Kenneth
L. Lay, Enron chairman and CEO.  "It has always been Enron's
policy to be open with its accountant, Andersen."

As to one special purpose entity, Andersen said it had been
unaware of an arrangement relevant to that entity's off-balance
sheet treatment.  Enron noted, however, that it was the
company's management, not Anderson, that discovered the
arrangement and its relevance and reported it to Andersen within
24 hours.

In addition, Enron referred the matter to the previously formed
Special Investigative Committee of the Board, which hired
separate counsel that, in turn, hired separate accountants.
That Special Committee is continuing its work to determine the
facts and the proper remedial actions.  Enron is determined to
get to the bottom of these issues and began work on that effort
before Andersen's advice.

Enron 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 www.enron.com .  The stock is traded under
the ticker symbol "ENE".


ERIE FORGE: Finalizes Sale of Business to Park Corporation
----------------------------------------------------------
The finalization of the purchase of Erie Forge & Steel, Inc. by
Park Corporation of Cleveland, Ohio should ensure the company's
extensive capability to meet the growing needs of the United
States Navy for ship propulsion shafting well into the long-term
future.

"The purchase will guarantee a domestic source, and bring long-
term stability to the supply of forgings critical to the
production of ships for the U.S. Navy," says Robin Ingols,
Director of Marketing for Erie Forge. "This is indispensable for
the strengthening of America's industrial and defense base,
which is extremely important with the current world situation.

"The purchase will also enhance Erie's commercial operations
which services custom open die, ingot, billet, and bloom
markets," adds Ingols.

The purchase, which closed December 5th in Erie, will allow Erie
Forge to become part of Lehigh Heavy Forge Corporation, a WHEMCO
company. WHEMCO is a holding company of related heavy-
manufacturing facilities owned by the Cleveland-based Park
Corporation.

Erie Forge filed for bankruptcy protection last year, which led
to the Park purchase last month at an auction supervised in Erie
by U.S. Bankruptcy Judge Warren Bentz for the Western District
of Pennsylvania.

Started in the late 19th century as a forge shop, Erie Forge
moved to its present location at the outset of World War I and
began manufacturing gun barrels for the U.S. Army.  Over the
years, the company has become the leading supplier of propulsion
shafting for warships and support fleets for the U.S. Navy.

Erie Forge has melt, forge, heat treat, and machine
capabilities.  It houses a 3,500-ton and a 2,500-ton hydraulic
forging press.


EXODUS COMMS: Agrees to Provide Afco Adequate Protection
--------------------------------------------------------
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP in
Wilmington, Delaware, relates that Afco Acceptance Corp. is a
secured creditor having a valid, perfected security interest in
all return and unearned premiums. On July 9, 2001, Afco made a
loan to Exodus Communications, Inc., in the total sum of
$835,542.79 and on August 17, 2001, Afco loaned the total sum of
$800,072 to the Debtors for the purpose of paying for the
insurance coverage of the Debtors, for the benefit of the
Debtors. Afco has certain rights among which, is the right to
cancel the underlying financed insurance upon Debtors' default,
issued by American Protection Insurance Co., to obtain all of
the return premiums from American Protection Insurance Co., to
retain the sums due it, and to then return any excess, if there
be such, to the Debtors.

The Debtors seek the approval of the stipulation with Afco under
which:

A. Afco is entitled to adequate protection and the value of its
    secured position must be protected as it existed at the
    commencement of the bankruptcy case.

B. As adequate protection payments, the Debtors shall pay to
    Afco the total sum of $634,237.19, in equal monthly
    installments of $90,605.17, commencing on the approval of
    this stipulation by the Court and thereafter on the first day
    of each succeeding month until paid in full.

C. In the event of a default in any payment required, if such
    default is not cured within 5 business days' of the receipt
    of written notice of such default by counsel for the
    Debtors, counsel for the official Committee of Unsecured
    Creditors and the Office of the U.S. Trustee, the automatic
    stay shall be vacated, without further application to the
    Court, and Afco shall be free to exercise all rights that
    it has under the Second Part and under all applicable laws,
    regulations, and statutes. The parties hereto acknowledge
    that among those rights is the right to cancel insurance
    policy number 2BR078636-00 issued by American Protection
    Insurance Co., and to obtain all unearned and return
    payments payable thereunder which shall be paid directly to
    Afco. Out of the funds obtained upon cancellation, Afco is
    authorized to retain the sum of $634,237.19, less any sums
    paid by the Debtors pursuant to the preceding paragraph. In
    the event that there are any funds in excess of the sum
    then due obtained by Afco, upon clearing of such funds,
    Afco shall pay to the Debtors such excess amount. In the
    event that Afco obtains an amount less than the sum then
    due, then such deficiency balance shall be due to Afco
    forthwith. Afco shall have the right to enforce its claim
    for such deficiency balance in any lawful manner. The
    parties further stipulate that, notwithstanding any other
    provision hereof, the deficiency balance shall be treated
    as an administrative expense of the estate. (Exodus
    Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
    Inc., 609/392-0900)


FEDERAL-MOGUL: Asks for Lease Decision Extension to April 1
-----------------------------------------------------------
As previously reported, Federal-Mogul Corporation ask the
Bankruptcy Court to extend the time within which they must
decide whether to assume, assume and assign for value, or reject
their non-residential real property leases through April 1,
2002.

Judge Farnan scheduled a hearing on this Motion for Dec. 7, but
that hearing was cancelled after the Debtors' cases were
transferred to Judge Wolin.  With the chapter 11 cases now
before Judge Newsome, a new hearing date will be set.

By application of Local Bankruptcy Rule 9006-2, because the
Debtors' motion to extend the deadline was filed before the
original expiration date, the deadline is automatically extended
until the Court acts on the motion. (Federal-Mogul Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


FINOVA GROUP: Seeks Extension of Removal Period to May 31, 2002
---------------------------------------------------------------
The FINOVA Group, Inc., and its debtor-affiliates ask Judge
Walsh for a third order extending the time period within which
they may file for the removal of certain civil actions under
Bankruptcy Rule 9027(a)(2) through May 31, 2002.

Rebecca L. Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, informs the Court that the Debtors are
parties to over 1,000 civil actions pending in various courts
throughout the United States.  Ms. Booth relates that claims
asserted in these civil actions include, among others, lender
liability claims, inter-creditor disputes, breach of contract
claims and securities fraud claims.  Many, if not all, of the
civil actions are subject to removal, Ms. Booth says.

According to Ms. Booth, the Debtors' decision concerning which
certain civil actions to remove will depend on a number of
factors, including:

     (i) the time it would take to finish the proceeding in its
         current venue,

    (ii) the presence of federal questions in the proceeding that
         increases the likelihood that one or more aspects
         thereof will be heard by a federal court,

   (iii) the relationship between the proceeding and the matters
         to be considered in connection with the claims allowance
         process, and the assumption or rejection of executory
         contracts, and

    (iv) the progress made to date in the proceeding.

The general bar date for filing proofs of claim was July 13,
2001 which was just a month prior to the confirmation date, Ms.
Booth reminds Judge Walsh.  Because of the speed with which the
plan was confirmed, Ms. Booth says, the Debtors have not had
sufficient time to review the civil actions subject for
appropriate removal.

Thus, the Debtors contend that an extension will provide
management the additional time it needs to make the appropriate
decisions on which civil actions to remove and to provide
assurance that each estate's valuable rights can be exercised
accordingly.

The current deadline to remove actions falls on January 31,
2002.

Ms. Booth assures the Court that the requested extension will
not prejudice the Debtors' adversaries because such adversaries
cannot prosecute the civil actions absent relief from the
injunction related to the Debtors' discharge.  Moreover, to the
extent that such adversaries file timely proofs of claim, Ms.
Booth points out that the claims allowance process allows the
Debtors the choice of:

    (i) having the claims liquidated in the Bankruptcy Court;

   (ii) stipulating with such adversaries to having the claims
        liquidated in the state court within which a civil action
        may be pending, or

(iii) removing the proceeding to the appropriate district court.

Finally, if the Debtors ultimately seek to remove any action,
Ms. Booth says, any party to the litigation can seek to have
such action remanded.

Thus, the Debtors ask Judge Walsh for an order further extending
the removal period for an additional 120 days through and
including May 31, 2002.  The Debtors reserve their right to seek
further extensions of the removal period. (Finova Bankruptcy
News, Issue No. 20; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


FLEETWOOD ENTERPRISES: Weak Business Position Drags Ratings Down
----------------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on
Fleetwood Enterprises Inc. to double-'B'-minus. At the same time
the rating on Fleetwood Capital Trust is lowered to 'D'. Both
ratings are removed from CreditWatch, where they were placed on
March 1, 2001. The outlook remains negative.

The lowered corporate credit rating reflects a materially
weakened business position, due to the continued, very
competitive industry conditions for both of Fleetwood's major
business segments. In addition, Fleetwood's financial profile
remains constrained, as reflected by the granting of security to
the company's bank lenders and the recent discontinuation and
deferral of the company's common and preferred dividends,
respectively.

This established manufactured housing and recreational vehicle
manufacturer has taken a number of important steps over the past
six months to materially realign its operations and management
infrastructure, improve its product offering, and shore up its
external liquidity position. However, given current industry
conditions and uncertain near-term economic prospects, it is not
likely that debt-protection measures will return to historically
strong levels in the near to intermediate term. In addition, the
company recently had to obtain covenant relief from its banks
due to recently lowered second-quarter earnings guidance.

Standard & Poor's earlier downgrade and CreditWatch placement
were prompted by a sizeable loss in the third quarter related to
goodwill impairment charges and very weak performance within the
retail manufactured housing and recreational vehicle businesses.
The losses also tripped a debt covenant related to an $80
million senior note private placement. The fourth quarter
produced further weakened operating results for both retail
manufactured housing and recreational vehicle segments.
Including the large impairment charges (which reflected close to
70% of the goodwill related to the company's ill-timed retail
expansion), Fleetwood's total reported earnings for the fiscal
year ended April 2001 swung to a $283 million loss from an
$83 million profit the prior year. Leverage increased to 61%,
and only the company's wholesale manufactured housing business
was operating profitably.

In late July, the company did successfully put in place a
longer-term bank financing, which enabled the full repayment of
the senior notes, although the bank lenders became fully secured
by most of the company's assets. The $190 million secured
revolver is due in 2004, and a $30 million secured term loan is
due in 2003. In addition, Fleetwood entered into a new, yet
smaller fully secured $45 million floor plan financing agreement
with Conseco. While the company's first quarter results (for the
period ended July 31) were weak, it appeared that the company
was moving toward a break-even operating position for the coming
second quarter (ended Oct. 28). However, materially altered
consumer confidence post Sept. 11 has negatively impacted demand
for the company's recreational vehicle products. In addition, a
longer recession than had been expected could further exacerbate
stubbornly weak fundamentals within the struggling manufactured
housing industry.

In light of revised expectations for a likely second quarter
loss, management recently announced that it would elect to defer
the quarterly distribution on its 6% convertible trust preferred
securities, and will also discontinue paying common dividends
(which had been cut just about one year ago to roughly four
cents/share). This move will conserve an additional $5.6
million in cash per quarter. The company has also recently
announced the commencement of an exchange offer on the existing
convertible trust preferred securities and an additional offer
of new convertible trust preferred securities for cash. The new
9.75% convertible trust preferred securities due in February
2013, may be exchanged for up to $86.25 million in aggregate
liquidation amount of the existing 6% convertible trust
preferreds due in February 2028. The exchange offer will expire
on Jan. 4, 2002.

                        Outlook: Negative

The outlook remains negative given prospects for continued weak
performance within both of Fleetwood's primary businesses.
Financial flexibility has been bolstered by the new financing
arrangements, and the omitted/deferred dividends will improve
internal liquidity. However, until it is clear that operating
losses have reached a trough, Fleetwood's corporate credit
rating will be vulnerable to further downgrades.

           Ratings Lowered and Removed from CreditWatch

      Corporate credit rating            To: BB-  From: BB+
      Fleetwood Capital Trust
           Preferred securities          To: D    From: B+


GLENOIT CORPORATION: Has Until February 5 to Decide on Leases
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Glenoit Corporation and its debtor affiliates an extension of
their time to assume or reject leases of nonresidential real
property.  The court order says that the Debtors decision period
will run through February 5, 2002.

Headquartered in New York City, Glenoit Corporation is a
domestic manufacturer of small rugs, knit pile fabrics and an
importer and manufacturer of home products such as quilts,
comforters, shams, shower curtains, table linens, pillows and
pillowcases with operations in North Carolina, Ohio, California
and Canada. The Company filed for Chapter 11 protection on
August 8, 2000 in the US Bankruptcy Court for the District of
Delaware. Joel A. Waite, Esq. at Young, Conaway, Stargatt &
Taylor represents the Debtors in their restructuring efforts.


HASBRO INC: S&P Rates $225MM Senior Convertible Debentures at BB
----------------------------------------------------------------
Standard & Poor's assigned its double-'B' rating to Hasbro
Inc.'s $225 million privately placed, Rule 144A 2-3/4%
convertible senior debentures due 2021. Standard & Poor's
existing ratings on the company are affirmed. The outlook is
negative.

The ratings on Hasbro Inc. reflect its good competitive position
in the toy industry, offset by lackluster operating performance,
and Standard & Poor's concerns regarding the company's prospects
for significantly improving EBITDA and credit measures over the
coming year.

Hasbro remains the second-largest U.S. toy company. The product
portfolio is fairly diversified, with long-selling toy lines
accounting for more than half of the company's revenues. Good
market shares are maintained in several toy categories,
including the high-margin board games segment, which accounts
for a significant percentage of profitability. However, board
game sales have grown only slightly over the past few years as
consumer preferences have shifted toward video games and the
Internet. In addition, the company's competitive positions in
the pre-school and girls segments have deteriorated over the
past several years because of heightened competition.

Hasbro's excessive reliance on promotional product lines, often
based on movie and television properties, has resulted in poor
operating performance. The Pokemon trading card line, the
largest 2000 profit contributor, (acquired in the $492 million,
debt-financed Wizards of the Coast purchase) is experiencing
sharply declining demand. Hasbro's sales declined 29%, while
EBITDA fell 20% in the nine months ended September 30, 2001.
EBITDA coverage of interest expense declined to 3.2 times in the
nine months ended Sept. 30, 2001, versus 3.9x for the same
period last year. Nevertheless, EBITDA increased 34% in the
third quarter ended September 30, 2001, due to an ongoing
operational restructuring and the January 2001 sale of the
loss-making interactive and games.com businesses. Hasbro
anticipates that cost savings for the full year 2001 will exceed
its $50 to $70 million objective.

Hasbro's current strategy is to increase its focus on its core
product lines and reduce its reliance on licenses in an attempt
to create a more stable earnings stream. However, several
significant commitments remain for licensed toy products over
the next few years. The outlook for good revenue and
profitability growth is somewhat uncertain despite cost-cutting
efforts and a new strategic focus. The consolidation of the
retail customer base and the continued adoption of just-in-time
inventory management practices are increasing the reliance on
the Christmas selling season and reducing the predictability of
earnings.

The company faces the maturity of its $325 million, 364-day
revolving credit facility due February 2002, $325 million
revolving credit facility due February 2003, and $550 million of
7.95% notes due in March 2003. Proceeds from the convertible
senior debentures will be used to refinance some of its existing
debt, somewhat alleviating near term maturity pressures.

                        Outlook: Negative

Standard & Poor's remains concerned about the extent to which
restructuring actions will stabilize the business and sustain
improved profitability, given the highly competitive nature and
short product life cycles of the toy business.

                         Rating Assigned

Hasbro Inc.                                          Rating
    $225 mil. sr. unsecured conv. debentures           BB

                        Ratings Affirmed

Hasbro Inc.                                          Ratings
    Corporate credit rating                            BB+
    Short-term corporate credit rating                 B
    Senior secured bank loan rating                    BBB-
    Senior unsecured debt                              BB
    Commercial paper                                   B
    Senior unsecured shelf debt (prelim.)              BB
    Subordinated shelf debt (prelim.)                  BB-


HAYES LEMMERZ: Will Honor Prepetition Employee Obligations
----------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
sought and obtained an order allowing them to pay or otherwise
honor various employee-related Pre-petition obligations, to
continue post-petition certain employee benefit plans and
programs in effect immediately prior to the filing of these
cases, and to honor the Debtors' workers' compensation
obligations.

The Debtors also seek confirmation that they are permitted to
pay any and all local, state, and federal withholding and
payroll-related taxes relating to pre-petition periods,
including but not limited to, all withholding taxes, Social
Security taxes, and Medicare taxes. Finally, the Debtors seek an
order authorizing all banks to receive, process, honor and pay
any and all checks drawn on the Debtors' payroll and general
disbursement accounts with respect to payments authorized by
this Motion, whether presented before or after the Petition
Date, upon receipt by each bank and institution of notice of
such authorization, provided that sufficient funds are on
deposit in the applicable accounts to cover such payments.

Grenville R. Day, Esq., at Skadden Arps Slate Meagher & Flom LLP
in Wilmington, Delaware, tells the Court that the Debtors employ
approximately 1,152 salaried employees and 3,715 hourly
employees, the continued and uninterrupted service of which is
essential to the Debtors' continuing operations and to their
ability to reorganize. To minimize the personal hardship the
Employees will suffer if pre-petition Employee-related
obligations are not paid when due, and to maintain the
Employees' morale during this critical time, the Debtors, seek
to:

A. pay Employee claims for wages, salaries, contractual
    compensation, bonuses, sick leave, vacation time, holiday
    vacation time and other accrued compensation,

B. reimburse all pre-petition Employee business expenses,

C. make pre-petition contributions and pay benefits under
    certain Employee benefit plans, and

D. honor workers' compensation obligations.

The Debtors' Compensation Obligations include:

A. Salaries and Wages - The average monthly payroll for the
    Debtors' salaried and hourly Employees is approximately
    $19,300,000. The Debtors estimate that approximately
    $3,450,000 of salaried payroll issued on November 30, was
    paid through checks, of which 80% of that amount, or
    $2,760,000, may not have cleared the Debtors' accounts
    prior to the Petition Date. Additionally, approximately
    $1,200,000 of payroll accrued at the Sedalia facility and
    approximately $850,000 of payroll for salaried Employees.
    Because $2,200,000 of payroll for hourly Employees was paid
    by check, the Debtors estimate that 80%, or $1,760,000 may
    not have cleared the Debtors' accounts prior to the
    Petition Date. Additionally, approximately $2,800,000 of
    payroll for hourly Employees accrued pre-petition.

B. Payroll System Conversion - Debtors currently pay their
    Employees through 5 payroll systems, 4 of which consist of
    both salaried and hourly Employees and one that involves
    only hourly Employees. Debtors began the process of
    converting all of their Employees to a single unified
    payroll system to be administered by a third-party payroll
    administrator and integrated with the Debtors' human
    resources information systems, which will be completed by
    January 31, 2002 and will save the Debtors at least
    $200,000 annually. The overall cost remaining to complete
    the conversion is approximately $250,000, of which $70,000
    of these payments relates to services provided pre-
    petition.

C. Vacations, Sick Leave and Holidays - The total annual cost to
    the Debtors for their Employees' vacation time is
    approximately $9,800,000. However, because the Debtors'
    cases were commenced at the end of the year, the estimated
    liability for Employees' unused earned vacation time as of
    the Petition Date is less than $1,460,000.

D. Severance Plan - The Debtors maintained a Severance Pay Plan,
    which provides for the payment of severance pay and
    benefits to terminated employees. On November 2, 2001, and
    subsequent dates thereafter prior to the Petition Date,
    Hayes terminated approximately 135 employees, who were
    given 45 days to elect whether to participate in the
    Severance Plan. The Debtors' aggregate liability for
    severance pay and benefits owed to the Terminated Employees
    will be approximately $450,000.

E. Existing Bonus Plans - The Debtors currently offer incentive
    bonuses to their senior management, plant managers and
    specified key employees an Annual Performance Plan, which
    provides incentives to such Employees to achieve results
    that leads to a more effective operation of the Debtors'
    business, designed to provide market competitive cash bonus
    payments based on the Debtors' EBITDA and/or cash flow
    goals as well as specific personal goals or
    accomplishments. During 2000 the Debtors did not achieve
    their goals under the Annual Performance Plan and made no
    bonus payments. The Debtors propose these procedures
    regarding the implementation of the decisions made by the
    Compensation Committee with respect to the Annual
    Performance Plan during the pendency of these proceedings:

      a. the Debtors will provide 20 days' advance notice in
         writing to the Office of the U.S. Trustee, any
         official committee appointed in these cases, the agent
         for the Pre-petition Credit Facility, and the agent
         for any DIP credit facility approved by the Court,
         with respect to the proposed EBITDA and cash flow
         goals under the Annual Performance Plan for the year;

      b. any objection to the proposed Performance Standards must
         be made in writing, shall set forth all of the reasons
         upon which the objection is based, and shall be filed
         with the Court and served upon the Debtors' counsel
         not later than 20 days after service of the notice;

      c. if no timely objection is received by the Debtors, all
         objections shall be deemed waived and the proposed
         goals shall be deemed effective without further order
         of the Court;

      d. if an objection is timely filed and served, the EBITDA
         and cash flow goals shall not be effective unless
         approved by the Court, or all objections are
         withdrawn.

      On the Petition Date, approximately 286 Employees were
      eligible for retention bonuses estimated to cost
      $3,200,000, 50% of which relates to the period prior to the
      Petition Date.

F. Miscellaneous Payroll Deductions - The Debtors withhold
    certain amounts from their Employees' paychecks to make
    payments on behalf of Employees for union dues, court
    orders, charitable donations, U.S. savings bonds, safety
    equipment, and miscellaneous health-related items. The
    Debtors believe that, the amount of the Miscellaneous
    Payroll Deductions deducted from their Employees' paychecks
    but not yet remitted to the appropriate third-party
    recipient is insubstantial.

Mr. Day submits that many Employees incur a variety of business
expenses that are typically reimbursed by the Debtors including
business travel expenses, relocation expenses, housing expenses,
education expenses, and other similar items reimbursable under
the Debtors' existing policies. Certain Employees have not yet
been reimbursed for Reimbursable Business Expenses previously
incurred on behalf of the Debtors primarily because the Debtors
filed their chapter 11 petitions in the midst of their regular
reimbursement cycle for Reimbursable Business Expenses. All
Reimbursable Business Expenses were incurred with the
understanding that they would be reimbursed by the Debtors. As
of the Petition Date, the Debtors estimate that approximately
$500,000 in Reimbursable Business Expenses have been incurred by
certain Employees and have not yet been reimbursed to Employees.

The Debtors also offer Employee Benefit Plans and Programs,
including:

A. Medical and Insurance Benefits - In the ordinary course of
    their business, the Debtors provide medical, dental and
    prescription drug insurance, long-and short-term disability
    insurance, life insurance, accidental death and
    dismemberment insurance, and other related insurance to
    their Employees. The Debtors provide their Employees with
    healthcare through approximately 25 different medical
    plans, health maintenance organizations, vision plans and
    dental plans. The average monthly cost for the Medical and
    Insurance Benefits is approximately $3,000,000, of which
    approximately 10% is withheld from Employee payroll as
    their required contributions to the various benefit plans.
    As of the Petition Date, the estimated outstanding unpaid
    amount for the Medical and Insurance Benefits the Debtors
    provide for their Employees is approximately $5,000,000.

B. Retirement Savings Plan - The Debtors maintain a defined
    contribution Retirement Savings Plan for its Employees.
    Under the Retirement Savings Plan, the Debtors make
    deductions from each participating salaried and hourly
    Employee's payroll checks and transfer withheld funds to
    the plan trustee. The Debtors contribute an average of
    $18,500,000 to the Retirement Savings Plan annually and as
    of the Petition Date, the Debtors' estimated liability for
    the Retirement Savings Plan is approximately $1,000,000.

C. Pension Plan - The Debtors provide their Employees with a
    defined benefit pension plan, pursuant to which a benefit
    is payable to the Employee or other designated beneficiary
    upon the Employee's retirement from the company, total and
    permanent disability, or death. As of the most recent
    actuarial analysis, on January 1, 2001, the Pension Plan
    was approximately 113% funded, its assets and liabilities
    had market values of approximately $165,000,000 and
    $178,000,000, respectively, and no contributions were
    required for 2001. The Debtors are subject to an Agreement
    with the Pension Benefit Guaranty Corporation dated July 2,
    1996, which requires the Debtors to make certain cash
    contributions to the Pension Plan and which as of Petition
    Date the Debtors owe $1,000,000. The Debtors provide 2
    nonqualified pension plans for certain of their current
    executives and retired executives as follows:

      a. The Hayes Wheels Supplemental Executive Retirement Plan
         is a defined contribution plan with six current,
         active participants, three of whom are current senior
         management Employees expected to continue with the
         Company and three who are short-term Employees who are
         expected to leave the Debtors' employ in the near
         future. The Hayes SERP is fully funded, administered
         through a Rabbi Trust and has assets in the aggregate
         amount of $510,000, consisting entirely of
         contributions from the Debtors. Based upon an ongoing
         level of ten participates, the Debtors anticipate that
         they will need to contribute approximately $250,000 to
         the Hayes SERP annually and as of the Petition Date,
         the Debtors' estimated liability for the Hayes SERP is
         approximately $120,000.

      b. The Motor Wheel Supplemental Executive Retirement Plan
         is a defined benefit plan with seven participants,
         consisting of six former employees and one current
         Employee. The cash value of the two policies is
         approximately $1,000,000 and the Debtors' costs under
         the Motor Wheel SERP, including the premiums for the
         insurance policies, is $720,000 per year.

D. Retiree Medical Benefits. The Debtors provide retiree medical
    benefits to approximately 2,800 former employees and
    dependents. During 2000, the Retiree Medical Benefits
    annual expense was approximately $12,000,000 and as of the
    Petition Date, the Debtors' estimated outstanding expense
    for Retiree Medical Benefits is approximately $1,600,000.
    Based on current actuarial analyses, the Debtors estimate
    that their cumulative long-term liability for fully
    performing all of their existing Retiree Medical Benefits
    as of the Petition Date would total $110,000,000.

E. Early Retirement Program - On October 31, 2001, the Debtors
    offered 45 employees the option of taking early retirement
    under which, employees who elect to retire early
    immediately vest in the Pension Plan, become eligible for
    Retiree Benefits and receive a cash payout for their earned
    and accrued vacation time. As of the Petition Date, 40
    Employees remain eligible to retire early under the Early
    Retirement Program and if all such Employees elect to
    retire, the Debtors' liability will be $336,000.

F. Scholarship Sponsorship Program - The Debtors sponsor $500
    scholarships for which children of full-time Employees are
    eligible to apply. The annual cost to the Debtors for the
    Scholarship Program is $200,000, which is paid in semi-
    annual installments and as of the Petition Date, of which
    there is approximately $100,000 in unpaid scholarship.

G. Leased Car Program - The Debtors provide a leased car to
    approximately 111 executives, key Employees and Employees
    in sales positions, and other Employees who travel in
    excess of 12,000 miles per year on company business. The
    Debtors' estimated monthly cost for providing this benefit
    is approximately $78,000. The Debtors estimate that their
    unpaid liability under the Leased Car Program is
    insubstantial as of the Petition Date.

H. Miscellaneous Executive Benefits - The Debtors provide
    miscellaneous benefits to approximately 10 of their
    executives, including such things as long-term disability
    excess coverage, financial, tax and estate planning,
    country club membership and annual physical examinations.
    The Debtors' estimated annual cost for providing these
    executive benefits is approximately $200,000.

I. Other Benefits - The Debtors provide a number of other
    miscellaneous benefits to Employees, including a military
    leave policy which provides Employees in the military
    reserve a payroll reimbursement to ensure that their
    Employees' income while attending annual two week training
    duty, is equivalent to what the Employees were receiving
    from the Debtors prior to the military leave. The Debtors
    also offer other types of leave, such as jury duty and
    medical leave. The Debtors believe that the amounts owing
    on the Petition Date under all of these miscellaneous
    benefits are negligible.

J. Administration of Employee Benefits. As is customary in the
    case of most large companies, the Debtors utilize the
    services of professionals and consultants in the ordinary
    course of their business in order to facilitate the
    administration and maintenance of their books and records
    in respect of foregoing Employee benefit plans and
    programs. These administrative services cost the Debtors
    approximately $120,000 per month.

Mr. Day relates that the Debtors are required to maintain
workers' compensation policies and programs and to provide
Employees with workers' compensation coverage for claims arising
from or related to their employment with the Debtors. In all
states other than Michigan and Ohio, the Debtors insure their
workers' compensation liabilities through a series of
jurisdiction-specific workers' compensation policies issued by
Kemper Insurance Company. In support of the deductible
obligation, Mr. Day informs the Court that the Debtors have
obtained, and there are currently outstanding, a letter of
credit in the amount of $1,475,000, issued by the Canadian
Imperial Bank of Commerce for the benefit of Kemper. Before
obtaining the Kemper policies, the Debtors formerly insured
their workers' compensation liabilities through policies issued
by Wausau Insurance Company, and before Wausau, Sentry Insurance
Company.  In connection with the Wausau and Sentry policies, the
Debtors obtained, and there are currently outstanding, a letter
of credit in the amount of $1,000,000 and a letter of credit in
the amount of $455,000. The Debtors estimate that the aggregate
amount payable on account of incurred but not yet paid claims,
IBNR claims arising prior to the Petition Date and
retrospectively rated premium rate adjustments from the Ohio
Bureau of Workers' Compensation is a approximately $9,500,000.
The Debtors expect that cash payments related to workers'
compensation claims for the next 12 months will be approximately
$5,800,000.

Finally, the Debtors seek an order authorizing all banks to
receive, process, honor and pay any and all checks drawn on the
Debtor's payroll and general disbursement accounts related to
Pre-petition Employee Obligations, whether presented before or
after the Petition Date, upon receipt by each bank and
institution of notice of such authorization, provided that
sufficient funds are on deposit in the applicable accounts to
cover such payments. (Hayes Lemmerz Bankruptcy News, Issue No.
2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HAYES LEMMERZ: Completes Restatement of Financial Results
---------------------------------------------------------
Hayes Lemmerz International Inc. (OTC Bulletin Board: HLMMQ)
announced that it has substantially completed its accounting
investigation and restatement of financial results for fiscal
1999, fiscal 2000, and the first quarter of fiscal 2001.  The
Company said it expects to amend and re-file its annual and
related quarterly reports for those periods with the Securities
and Exchange Commission.

The Company previously announced that it expected to restate its
results for the fiscal year ended January 31, 2001 (fiscal
2000), and the first quarter of fiscal 2001, ended April 30,
2001.  The Company said it will now also restate financial
results for the fiscal year ended January 31, 2000 (fiscal 1999)
and related quarterly periods.  The Company expects to file its
restated reports with the SEC in January 2002.

The Company, which filed reorganization petitions under Chapter
11 of the U.S. Bankruptcy Code on December 5 to restructure its
debt, has substantially completed its analysis and review of the
financial statements and underlying accounting practices for the
periods in question. KPMG LLP, the Company's auditors, has
substantially completed its procedures on the restated financial
statements.  The Audit Committee of the Board of Directors is
concluding its investigation into the circumstances surrounding
the restatements.

"Although the restatements, as currently estimated,
substantially reduce reported net income for the periods in
question, the adjustments will have only minimal impact on
current and future cash resources," said Curtis Clawson,
chairman and chief executive officer.  "Revised EBITDA figures
provide a more accurate measure of the operational strength of
our business. They are not substantially reduced by the
restatements, consistent with our assessment that operating
margins and overall operations of the Company are sound."
(EBITDA means net income before interest, taxes, depreciation,
amortization, and asset impairments and other non-recurring
charges.)

"Nothing in these newly estimated results impacts in any way our
ability to meet customer needs, or to emerge successfully from
Chapter 11.  The underlying strength of our operations is solid.
Our Chapter 11 filing was triggered primarily by a need to
restructure our balance sheet," Mr. Clawson said.

Mr. Clawson joined the Company August 1, 2001, as president and
CEO, and was additionally named chairman of the board September
4, 2001.  Since he became CEO, Hayes Lemmerz has appointed a
number of new executives, reduced salaried staffing in North
America by 11 percent, reorganized portions of its business, and
undertaken a number of initiatives to reduce expenses and
improve service to customers.

The Company currently estimates that restatements of prior
fiscal periods will result in the following changes to
previously reported results:

      *  For the first fiscal quarter ended April 30, 2001, the
previously reported net loss of $7.6 million is expected to
increase to a net loss of approximately $63.4 million. EBITDA
for the quarter is expected to be reduced from the previously
reported $72.5 million to approximately $56.2 million.

      *  For the fiscal year ended January 31, 2001 (fiscal
2000), the previously reported net loss of $41.8 million is
expected to increase to approximately $193.4 million.  EBITDA
for fiscal 2000 is expected to be reduced from the previously
reported $336.3 million to approximately $286.5 million.

      *  For the fiscal year ended January 31, 2000 (fiscal
1999), the previously reported net income of $65.1 million is
expected to be reduced to approximately $46.0 million.  EBITDA
for fiscal 1999 is expected to be reduced from the previously
reported $408.8 million to approximately $377.1 million.

The effect of the estimated restatements reflect the following
adjustments to EBITDA, which cumulatively total $97.8 million
for all periods through April 30, 2001:

      *  Unrecorded vendor liabilities totaling $15.4 million;

      *  Deferral of operating expenses totaling $49.6 million;

      *  Issues related to accrued liabilities established in
         accounting for acquisitions totaling $24.5 million; and

      *  Other items, totaling $8.3 million, primarily related to
         inventory and receivable valuation issues.

In addition, the Company will record the following non-EBITDA
adjustments, which cumulatively total $128.8 million for all
periods through April 30, 2001:

      *  Asset impairments (including related intangibles),
totaling $77.6 million, primarily related to the Company's
Petersburg, MI and Somerset, KY manufacturing facilities;

      *  Increased valuation allowance on net deferred tax assets
totaling $46.8 million; and

      *  Other items, totaling $4.4 million, primarily related to
certain restructuring costs incurred in its European operations
during fiscal 1999 and 2000.

The Company said that, although it believes these results are
very close to the amounts that will be finally reported in its
amended annual and quarterly reports, additional changes in
previously reported results might be necessary.  Until restated
results are released, financial results for fiscal 1999 and
fiscal 2000 and their related quarters, and for the first
quarter of fiscal 2001, as well as the accompanying Independent
Auditors' Reports, should not be relied upon, the Company
cautioned.

Hayes Lemmerz International, Inc. is one of the world's leading
global suppliers of automotive and commercial highway wheels,
brakes, powertrain, suspension, structural and other lightweight
components.  The Company has 46 plants, four joint venture
facilities and 14,000 employees worldwide.  The Company's stock
is traded over-the-counter (OTC: HLMMQ).


INNOVATIVE HOME: Auctioning Garage Door Assets on Dec. 18
---------------------------------------------------------
                    UNITED STATES BANKRUPTCY COURT
                       SOUTHERN DISTRICT OF OHIO
                            WESTERN DIVISION

----------------------------------
In re:                           :   CASE NO. 01-33239
                                  :
INNOVATIVE HOME PRODUCTS, INC.,  :   CHAPTER 11
                                  :
                    Debtor.       :   JUDGE HOFFMAN
----------------------------------

                      NOTICE OF BIDDING PROCEDURES
                      SALE MOTION AND SALE HEARING

BID DEADLINE: December 17, 2001 at 12:00 p.m. (noon) eastern
               time
HEARING DATE: December 18, 2001
HEARING TIME: 10:30 a.m. eastern time

      PLEASE TAKE NOTICE that Innovative Home Products, Inc. (the
"Debtor") has filed a motion with the United States Bankruptcy
Court for the Southern District of Ohio, in Dayton, Ohio (the
"Bankruptcy Court") for authority to sell certain assets used in
conjunction with the manufacture of garage doors and garage door
openers (the "Assets").  The sale of such Assets in subject to
an overbidding and sales procedure established by the Bankruptcy
Court (the "Overbidding Procedure").

      On Tuesday, December 18, 2001 at 10:30 a.m. eastern time,
in the Courtroom of the Honorable John E. Hoffman, Jr., West
Courtroom, 120 West Third Street, Dayton, Ohio 45402, a public
sale will be held with respect to the Assets through
overbidding.  In order to participate in the sale, interested
bidders must submit a competing bid which complies with the
Overbidding Procedures.  Such bid must be submitted to Debtor's
counsel on or before December 17, 2001 at 12:00 p.m. (noon)
eastern time.

      Parties interested in bidding for the Assets maybe obtain
further information, including the relevant Court Orders from:

   H. Jeffrey Schwartz      OR       John A. Gleason
   Michael D. Zaverton               J. Allen Jones III
   BENESCH, FRIEDLANDER,             BENESCH, FRIEDLANDER, COPLAN
   COPLAN & ARONOFF LLP              & ARONOFF LLP
   2300 BP Tower                     88 East Broad St., Ste. 900
   200 Public Square                 Columbus, Ohio 43215
   Cleveland, Ohio 44114-2378        (614) 223-9300
   (216) 363-4500                    Fax (614) 223-9330
   Fax (216) 363-4588                 Attorneys for the Debtor
   Attorneys for the Debtor


INTEGRATED HEALTH: Gets Go-Signal to Sell Litho Stock for $42.5M
----------------------------------------------------------------
Counsel for the objectors (Louisiana Lithotripter, Inc. and
South Georgia Associates) has withdrawn the Limited Objection on
the record of the Sale Hearing.

In the absence of offers to purchase the Litho Stock other than
Healthtronics' offer, the Court issued a final order,
enforceable upon its entry, authorizing Integrated Health
Services, Inc., to sell the Litho Stock, free and clear of all
encumbrances, liens and claims, to Healthtronics, pursuant to
the Stock Purchase Agreement, under section 363(f) of the
Bankruptcy Code. (Integrated Health Bankruptcy News, Issue No.
24; Bankruptcy Creditors' Service, Inc., 609/392-0900)


INTIRA CORPORATION: Requests Court to Extend Exclusive Periods
--------------------------------------------------------------
Intira Corporation is asking the U.S. Bankruptcy Court for the
District of Delaware to extend its exclusive periods to file
chapter 11 plan and to solicit acceptances of that plan.
Although significant progress has been made already, the Debtors
assert that additional events must take place before a plan must
be formulated and implemented.

The Debtors wish to consummate the divine sale transaction,
review and administer the balance of the estate's assets, which
apparently requires additional time. The Debtors believe that
January 31, 2002 and April 1, 2002 will give them ample time to
arrive at an orderly and cost-effective plan and solicit
acceptances of that plan exclusively.

Intira Corporation, a pioneer and industry leader in
netsourcing, the outsourcing of information technology and
network infrastructure used to support internet or private
network-based applications, filed for chapter 11 protection on
July 30, 2001 in Delaware. Laura Davis Jones at Pachulski Stang
Ziehl Young & Jones P.C. represents the Debtors in their
restructuring effort.  When the company filed for protection
from its creditors, it listed $112,970,000 in assets and
$152,700,000 in debt.


LATTICE SEMICON: S&P Affirms its B+ Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's affirmed its single-'B'-plus corporate credit
and single-'B'-minus subordinated debt ratings on Lattice
Semiconductor Corp.

The outlook was revised to stable from positive.

The revised outlook reflects Lattice Semiconductor's reduced
financial flexibility following its announced purchase of Agere
Systems Inc.'s "field programmable gate array" (FPGA) business.

The ratings on Lattice reflect the company's niche position as a
supplier of programmable logic semiconductors, its good
operating profitability, moderate leverage, and limited overall
scale.

Hillsboro, Oregon-based Lattice is a leading supplier of
programmable logic devices (PLDs). Electronics equipment
manufacturers purchase blank (unprogrammed) PLDs, and can
program or reprogram a PLD after its installation in the
electronic product. Lattice had planned to enter the FPGA market
in 2002 through an internal development effort. The Agere
acquisition should reduce the time for Lattice to achieve
significant market scale by about two years. The two FPGA
product development programs are seen as complementary. The
Agere unit has focused on FPGAs containing embedded
communications-oriented functionality.

Lattice's revenues, which have declined in the current industry
recession, were $58 million in the September 2001 quarter
compared to $151 million in the September 2000 period. The
company expects to report a further 10%-15% sequential revenue
decline in the December quarter, although the company has no
meaningful order backlog nor marketplace visibility. Lattice's
revenue volatility has substantially exceeded that of most
semiconductor makers, although the company's outsourced
manufacturing strategy has helped to support profitability,
while minimizing capital expenditures. Operating margins were
24% in the September 2001 quarter, compared to 39% one year
earlier. The acquired Agere business currently has September
quarterly revenues around $11 million, compared to a historical
quarterly run rate around $17 million.

Lattice had earlier acquired Vantis, a division of Advanced
Micro Devices Inc. (AMD), also a maker of PLDs, and restored
that business' flagging profitability. Lattice's historical
product lines are manufactured by two wafer foundries under
prepayment agreements valued at about $130 million, while Vantis
products are manufactured by AMD under a transitional
agreement. The acquired Agere products will continue to be
manufactured by Chartered Semiconductor Manufacturing Ltd. These
agreements help to limit Lattice's capital expenditures and
obviate a potentially significant factory-operating burden.

Lattices' debt of $260 million is substantial, 65% of sales,
about 5 times annualized September quarter EBITDA. The debt was
largely the result of the Vantis acquisition. Pro forma for the
acquisition, cash balances totaled $290 million at September 30,
2001.

                          Outlook: Stable

Challenging industry conditions and the company's weaker credit
protection measures are likely to limit upward ratings potential
over the intermediate term.


LTV CORP: U.S. Trustee Disbands Equity Panel Appointed July 13
--------------------------------------------------------------
Ending with a barely perceptible whimper, the Motion of LTV
Corporation's Creditors' Committee to disband the Equity
Committee is rendered moot.  Ira Bodenstein, the United States
Trustee for Region 9, appearing through Daniel McDermott,
Assistant United States Trustee, advises the Court that he has
disbanded the Equity Committee appointed on July 13, 2001. (LTV
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


LTV CORP: Names Glenn Moran and David Bleisch as New Directors
--------------------------------------------------------------
The LTV Corporation announced the election of Glenn J. Moran and
N. David Bleisch to the Board of Directors. The Board also
accepted the resignations of directors John Jacob and Edward
Joullian.  Dr. Colin Blaydon, Vincent Sarni and Carl B. Frankel
continue to serve as directors of the Corporation.

The Board elected Glenn J. Moran to the position of chairman and
chief executive officer.

Mr. Moran, 54, previously held the position of senior vice
president and general counsel.

N. David Bleisch, 42, was promoted to vice president and general
counsel. He had been assistant general counsel.

"The changes announced [Thurs]day were made to facilitate
implementation of the Asset Protection Plan and the sale or
liquidation of the integrated steel assets," said Mr. Moran.  He
expressed LTV's appreciation to Messrs. Jacob and Joullian for
their service to the Corporation during difficult times.

John D. Turner was named to the position of chairman and chief
executive officer of the Copperweld Corporation, a wholly owned
subsidiary of LTV.  Mr. Turner had been executive vice president
and chief operating officer of The LTV Corporation.  He will
focus on finding a buyer for Copperweld and maximizing the value
of LTV's Copperweld assets for the benefit of the Company's
creditors.

"I would like to thank all of the employees at LTV who worked so
diligently and earnestly to save the integrated steel business.
Their work ethic and dedication were incredible, and I
considered it a great privilege to represent such a fine group
of people.  I will now turn my full attention to the Copperweld
business.  My sole focus will be to pursue the development of a
plan of reorganization under new ownership, which will allow
Copperweld to continue on the path of growth that has been its
tradition for over 15 years," Mr. Turner said.

Mr. Turner added that LTV would be entering into separate
financing arrangements that will enable Copperweld and LTV's
other steel tubular facilities to continue normal operations.


MCLEODUSA: S&P Slashes Ratings Following Recapitalization Plan
--------------------------------------------------------------
Standard & Poor's lowered its ratings on McLeodUSA Inc.
Additionally, all the ratings were placed on CreditWatch with
negative implications.

The rating actions follow McLeod's announcement of a plan to
recapitalize the company. Under the recapitalization plan, about
$2.9 billion in unsecured notes would be exchanged for $560
million in cash and 14% of the common stock of the recapitalized
McLeod. Additionally, the Series A cumulative convertible
preferred stock would be converted to 11% of the common stock of
the new company and the bank commitment would be reduced by $140
million. Proceeds for the tendering of the bonds would come from
the divestiture of McLeod's directory business for about $535
million and an infusion of about $100 million in private
capital. In the event that McLeod is unable to tender 95% of the
outstanding bonds, the company would likely proceed with a pre-
packaged Chapter 11 bankruptcy filing.

McLeod is a facilities-based competitive local exchange carrier
(CLEC) that provides local, long-distance, Internet access, and
data services to small business and residential customers in 25
states located mostly in the Midwest and Southwest. The company
originally aspired to be a national telecommunications carrier
by using debt to acquire a data service provider and another
CLEC near the peak of the Internet boom in early 2000.
Unfortunately, the ensuing downturn in the economy and the
telecommunications sector left McLeod saddled with debt and a
much weaker financial profile. The combination of savings from
overhead reductions and proceeds from asset sales would have
provided sufficient liquidity for the company to operate over
the near term, but McLeod chose to undertake the current
recapitalization or bankruptcy route.

Even if the company does not pursue a pre-packaged bankruptcy,
the corporate credit rating will still be lowered to 'D' because
Standard & Poor's views the exchange offer to be coercive and
tantamount to a default.

           Ratings Lowered, Placed On CreditWatch Negative

McLeodUSA Inc.                               To           From

Corporate credit rating                      CC           B
Senior secured bank loan                     CC           B
Senior unsecured                             C            CCC+
Preferred stock                              C            CCC
Senior unsecured shelf (prelim.)             C            CCC+
Preferred stock convertible shelf (prelim.)  C            CCC+

                               *  *  *

DebtTraders reports that McLeodUSA Inc.'s 8.125% bond due 2009
(MCLD1) trades in the low 20s. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=MCLD1


NORTHWESTERN STEEL: Moves to Convert to Chapter 7 Liquidation
-------------------------------------------------------------
Northwestern Steel and Wire Company and the Official Committee
of its unsecured creditors have "concluded that the estate is
very likely administratively insolvent, making the confirmation
of a chapter 11 plan of reorganization infeasible," Janet E.
Henderson, Esq., at Sidley Austin Brown & Wood tells the U.S.
Bankruptcy Court for the Northern District of Illinois in a
motion filed Friday afternoon asking Judge Barbosa to convert
the chapter 11 case to a chapter 7 liquidation proceeding.

Northwestern says it's done all it can under chapter 11.  The
business has been wound down, the majority of the company's
current assets have been liquidated and collected, third-parties
have been contacted about asset sales, and, among other things,
appropriate arrangements have been made to secure estate
property, including "winterizing" the physical plant.

Ms. Henderson says that existing directors and officers
insurance coverage is about to terminate.  When that happens,
the Company's Directors and Officers will resign.  That will
leave the Debtor without a legally constituted structure.
Accordingly, exercising its right to convert under 11 U.S.C.
Sec. 1121(a), Northwestern is ready to turn its assets over to a
chapter 7 trustee.

Judge Barbosa will convene an expedited hearing on the Debtor's
motion at 10:30 a.m. on December 19, 2001, in Rockford.


NUMATICS: Ratings Off Watch After Refinancing of Credit Facility
----------------------------------------------------------------
Standard & Poor's removed its ratings on Numatics Inc. from
CreditWatch where they were placed June 8, 2001. At the same
time, all the ratings were affirmed. The outlook is negative.

Total debt as of September 30, 2001, was $158.7 million.

The ratings affirmation follows Numatics' recent announcement
that it has completed the refinancing of its bank credit
facility. The new facilities provide for a $30 million of three-
year revolving loan and a note purchase agreement providing
$31.3 million of five-year term loans. The company used
the proceeds of the new term loans and initial borrowings of
$14.6 million under the new revolving line of credit to repay
all of the indebtedness outstanding under the Numatics' former
credit facility that was scheduled to expire in July 2002. The
new credit facilities provide Numatics with added financial
flexibility by extending its debt amortization schedule and
relaxing financial covenant requirements. Nonetheless, due to
the difficult and challenging economic environment, the
company's amended financial covenants remain restrictive and its
liquidity position is constrained, contributing to continued
high financial risk.

The ratings reflect the company's niche position as a leading
manufacturer of pneumatic valves and related products, largely
offset by its weak financial profile, sub-par credit protection
measures and limited financial flexibility.

Numatics is a leading manufacturer of four-way pneumatic valves,
actuators, and other related products provided for a broad range
of applications and to a diverse group of cyclical industries.
Numatics serves a diverse customer base and end markets, and has
increased product breadth. Nonetheless, the company is exposed
to the cyclicality of the manufacturing sector, mainly in the
U.S. and, to some extent, in Europe.

The Numatics' revenue fell 21.4% and EBITDA dropped 19.3% in the
first nine months ended September 30, 2001, compared with the
same period in 2000. The decline in sales and operating income
is primarily due to the general economic slowdown in North
America, changes in product mix, and lower fixed cost absorption
as a result of lower sales volume. The company's weaker-than-
expected operating performance during the past year has resulted
in weak credit protection measures, constrained liquidity, and
heightened financial risk. Cash flow protection is thin, with
EBITDA interest coverage at 1.5 times, and debt leverage is
high, with total debt to EBITDA at about 7.5x for the last 12
months ended Sept. 30, 2001. Numatics liquidity position is very
constrained with $14.6 million borrowed under its new $30
million credit facilities as of Nov. 29, 2001.

Management has implemented several significant cost saving
initiatives since the beginning of fiscal 2001, including
reducing its workforce and eliminating other administrative
costs, which should provide about $10 million in annualized
savings. Such measures are expected to allow the company to
generate adequate cash flow to fund operations and meet its debt
service obligations in the near to intermediate term. The
ratings incorporate Standard & Poor's assumption that Numatics'
will remain in compliance with its amended financial covenants,
and operating results and cash flow generation will improve,
allowing the company to gradually enhance its liquidity
position. Over time, total debt to EBITDA is expected to
average around 6.0x and EBITDA interest coverage is expected to
average about 1.5X, appropriate levels for the ratings.

                         Outlook: Negative

Failure to improve operating results, enhance liquidity, and
reduce debt leverage will result in lower ratings.

           Ratings Affirmed, Removed from CreditWatch

      Numatics Inc.
        Corporate credit rating          B-
        Subordinated debt                CCC


ORGANIC HOLDINGS: Completes Sale of Cinagro Shares to Seneca
------------------------------------------------------------
On September 18, 2001, Seneca Investments LLC, E-Services
Investments Organic Sub LLC, Organic Holdings LLC and Jonathan
Nelson entered into a Share Purchase Agreement, pursuant to the
terms and conditions of which Seneca agreed to acquire all of
the outstanding shares of capital stock of Cinagro, Inc., a
wholly owned subsidiary of Organic Holdings. As of such date,
Cinagro held 51,954,975 shares of common stock of Organic Inc.
(58.7% of the total outstanding shares of common stock). On
December 3, 2001, the Share Purchase Agreement was amended in
various respects, including, but not limited to, (i) reducing
the cash amount payable early in the earn-out period from $16.2
million to $8.5 million, (2) providing that most of Organic
Holdings' representations and warranties relating to Organic
would terminate as of the closing of the purchase, and (3)
limiting Organic Holdings' rights in respect of covenants
regarding acquisitions, divestitures and other transactions
involving Organic during the earn-out period.

Immediately after such amendment, Organic Holdings sold all of
the shares of Cinagro, including the 51,954,975 shares of common
stock of Organic, to Seneca pursuant to the terms and conditions
of the Share Purchase Agreement for $8.5 million. Giving effect
to the sale, Organic Holdings LLC and Jonathan Nelson cease to
beneficially hold any shares of Organic, and Seneca beneficially
owns 71,603,076 shares of common stock, or 80.9% of the total
outstanding shares of common stock of Organic Inc., as of
December 3, 2001.

At the intersection of businesses and their customers stands the
Internet, and Organic wants to be the crossing guard. The
company specializes in putting businesses online so they can
communicate with their customers in cyberspace. Organic offers
services such as marketing, branding, Web site design, e-mail
promotion, media relations, and fulfillment. Its more than 300
clients have included DaimlerChrysler (25% of sales), Federated
Department Stores (15%), British Telecommunications, and Target.
Organic has offices across Asia, Europe, Latin America, and
North America. Chairman Jonathan Nelson owns 59% of Organic,
while Seneca Investments, an affiliate of ad giant Omnicom, owns
more than 22% (and has offered to buy Nelson's stake). At the
end of September quarter, Organic Holdings registered a working
capital deficiency of about $12 million.


PACIFIC DUNLOP: S&P Affirms Low-B Corporate Credit Ratings
----------------------------------------------------------
Standard & Poor's affirmed its double-'B'-plus long-term and
single-'B' short-term corporate credit ratings on Pacific Dunlop
Ltd. (PDL) and those on its guaranteed senior debt issues and
programs. The outlook remains negative.

This affirmation follows the divestment of PDL's Pacific Brands
business for A$730 million, the net proceeds of which will be
fully applied to debt reduction. Consequently, PDL is now a
significantly more narrowly focused business, involved primarily
in the production of latex and synthetic latex gloves and condom
products globally through its Ansell subsidiary.

"PDL's Ansell business is characterized by its moderate and
growing positions within a number of barrier protection
markets," said Paul Draffin, associate, Corporate &
Infrastructure Ratings. "These markets generally are fragmented
and exhibit increasing competition, which limits Ansell's
pricing flexibility." Ansell also has a significant exposure to
industrial production levels (with about 50% of its sales from
industrial gloves); fluctuating raw material prices; exchange
rate movements; and short patents on many of its higher margin
products. Therefore, growth in operating earnings and margins
remains reliant on Ansell's ability to continue as a leading
product innovator, and to maintain a highly competitive cost
position. The relocation of its manufacturing operations from
the U.S. to Asia and Mexico, currently in progress, should
assist in improving its cost competitiveness. The consolidating
nature of Ansell's markets also ensures that acquisition
opportunities (and associated integration risks) will remain a
feature of this business in the short-to-medium term. "To date,
the company has enjoyed reasonable success in integrating
acquisitions into its operations. In addition, Ansell also
retains a contingent exposure to latex litigation claims, which
could impact PDL's financial flexibility in the medium term,"
added Mr. Draffin.

Following debt paydown from proceeds of the Pacific Brands sale,
PDL should exhibit a significantly more conservative financial
profile, with EBITDA interest cover expected to improve to about
4x, and debt (net of available cash) to EBITDA expected to be
about 3x (4x in 2001). However, return on permanent capital is
expected to remain below 10% in the next two years, which is
considered weak for the rating, reflecting the relatively low
returns generated from its core Ansell business, as well as a
number of underperforming noncore investments. Furthermore,
PDL's financial flexibility and growth strategy may be
constrained by the company's bank covenants in the near term.

"Given its narrower business profile, PDL's credit quality is
reliant on the company maintaining a conservative financial
profile. In this respect, an improvement in its funds from
operations (FFO)-to-debt ratio to the 25%-30% range in the next
12 months will be required to maintain the ratings, which should
be supported by disciplined working capital management and the
successful relocation of its U.S. manufacturing operations to
Mexico and Asia," said Mr. Draffin.


PILLOWTEX CORP: Bringing In Yantek Enterprises as Consultants
-------------------------------------------------------------
Prior to the Petition Date, Pillowtex Corporation, and its
debtor-affiliates entered into thousands of contracts and
leases, all of which they must review and evaluate for possible
assumption, assignment, rejection, renegotiation or
recharacterizations to assess meaningfully the available
alternatives for successful emergence from chapter 11.

In light of the burdensome and time-consuming nature of these
processes, Eric D. Schwartz, Esq., at Morris, Nichols, Arsht &
Tunnell, in Wilmington, Delaware, asserts that the Debtors need
professional assistance.  Thus, the Debtors propose to hire
Yantek Enterprises.

According to Mr. Schwartz, Yantek has extensive experience with
the administration and evaluation of executory contracts and
unexpired leases in bankruptcy, the negotiation of issues
regarding such contracts and leases and the review and
reconciliation of claims in large chapter 11 cases.
Specifically, the Debtors will look to Yantek to:

   (A) assist the Debtors in reviewing the contracts and related
       documents to analyze the relative benefits and burdens of
       the contracts, including by collecting, organizing and
       developing relevant information regarding the contracts;

   (B) perform valuations and similar analyses of the Debtors'
       interest in the contracts;

   (C) develop and implement strategies to:

           (i) identify and reject burdensome contracts, and

          (ii) identify and assume favorable contracts;

   (D) assist the Debtors in:

           (i) renegotiating certain existing contracts to obtain
               more favorable terms,

          (ii) negotiating replacement agreements for contracts
               set to expire or identified for rejection, or

         (iii) negotiating the assignment of certain valuable
               contracts;

   (E) assist the Debtors in analyzing, reconciling and
       negotiating the resolution of:

           (i) cure amounts in connection with the assumption of
               certain contracts, and

          (ii) damage claims resulting from the rejection of
               certain contracts;

   (F) develop and maintain a detailed contract database to
       assist in providing the foregoing services;

   (G) assist the Debtors in:

           (i) reviewing the claims and related documents,

          (ii) analyzing and reconciling the claims, and

         (iii) negotiating the resolution of any disputed claims;
               and

   (H) provide such other consulting services in connection with
       the contracts and claims as may be requested by the
       Debtors.

The Debtors require knowledgeable consultants to render these
essential professional services, Mr. Schwartz tells Judge
Robinson.  In particular, Mr. Schwartz notes, the Debtors
require the assistance of such consultants to:

   (a) determine the appropriate treatment of numerous contracts
       in these cases,

   (b) minimize claims arising from the assumption and rejection
       of certain contracts,

   (c) negotiate certain of the contracts on terms favorable to
       the Debtors, and

   (d) ensure that the claims are reconciled properly and in a
       timely manner and that the claims ultimately are allowed
       in the appropriate amount and priority.

In return for these services, Yantek Enterprises President Frank
Yantek relates that his firm intends to:

   (1) charge for its professional services on an hourly basis in
       accordance with its ordinary and customary hourly rates in
       effect on the date services are rendered, and

   (2) seek reimbursement of actual and necessary out-of-pocket
       expenses.

Specifically, Mr. Yantek advises the Court that his current
hourly rate is $180, while Yantek charges a maximum of $150 per
hour for services provided by all other professionals employed
by Yantek.  Yantek adjusts these rates on a periodic basis as
circumstances dictate, Mr. Yantek adds.

Mr. Yantek further declares that neither he, nor Yantek, nor any
officer or employee thereof, holds or represents any interest
adverse to the Debtors or their respective estates in the
matters in which Yantek is proposed to be retained.
"Accordingly," Mr. Yantek assures Judge Robinson, "I believe
that Yantek is a 'disinterested person,' as defined in section
101(14) of the Bankruptcy Code." (Pillowtex Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PINNACLE HOLDINGS: Gets Extension of Forbearance on Facility
------------------------------------------------------------
Pinnacle Holdings Inc. (Nasdaq: BIGT)  announced that the
previously announced forbearance agreement that it and its
subsidiaries, including Pinnacle Towers Inc., entered into on
November 16, 2001 with the lenders under Pinnacle's senior
credit facility has been extended to February 6, 2002, during
which period the lenders agree not to exercise remedies
available to them as a result of Pinnacle's non-compliance with
certain covenants under its senior credit facility as of
September 30, 2001.  In addition, as previously announced, the
forbearance agreement eliminates Pinnacle's ability to make
additional draws under the senior credit facility; increases the
interest rate on outstanding borrowings under the facility;
restricts the amount of money that can be invested in capital
expenditures by Pinnacle; and limits Pinnacle's ability to incur
additional debt.

During the effective period of the forbearance agreement,
Pinnacle will continue to try to renegotiate portions of its
senior credit facility to waive its current noncompliance with
certain covenants under the credit facility as of September 30,
2001, and to establish new financial covenants for the future.
However, there can be no assurance that Pinnacle will be able to
negotiate a suitable amendment to its senior credit facility.
Any amendment to Pinnacle's senior credit facility that may be
negotiated will likely contain significantly shortened maturity
dates for all or portions of the principal of the indebtedness
outstanding under the senior credit facility. It is not likely
that cash generated from Pinnacle's operations will be
sufficient by itself to make the principal payments due should
the dates for such payments be shortened. To make any such
payments, Pinnacle would likely have to seek to sell additional
assets or raise additional capital.  Pinnacle would need the
consent of the lenders under its senior credit facility to
effect any significant asset sales, and it is likely that the
lenders would require that a substantial portion of the net
proceeds from any such sales be used to repay indebtedness under
the senior credit facility.  As a result of the substantial
amount of indebtedness of Pinnacle Holdings (principally its 10%
Senior Discount Notes and 5.5% Convertible Subordinated Notes),
raising additional capital at this time will be difficult,
without significantly restructuring such indebtedness.

Therefore, even if Pinnacle is able to enter into an amendment
to its senior credit facility, if Pinnacle is unable to raise
additional capital and then unable to further renegotiate its
credit facility, it would likely default on its obligation to
make the required principal payment. In any of such
circumstances, Pinnacle may be forced to attempt certain
actions, including without limitation, the sale of additional
assets, the suspension of interest payments under Pinnacle
Holding's 5.5% Convertible Subordinated Notes, further cost
reductions and restructuring the indebtedness of Pinnacle
Holdings.

Pinnacle is a leading provider of communication site rental
space in the United States. To date, Pinnacle has completed over
570 acquisitions and owns, manages, or has rights to, in excess
of 5,000 sites. Pinnacle is headquartered in Sarasota, Florida.
For more information on Pinnacle visit its Web site at
http://www.pinnacletowers.com Information provided on our web-
site is not incorporated into Pinnacle's SEC filings or this
press release.


PSINET INC: GECC Pushes for Adequate Protection Monthly Payments
----------------------------------------------------------------
General Electric Capital Corporation moves for relief from the
automatic stay pursuant to Sections 362(d)(1) and 362(d)(2) of
the Bankruptcy Code, with respect to its Collateral which
consists of computer and communications equipment, or in the
alternative, for adequate protection of its interest in the
Collateral, pursuant to Bankruptcy Code Sections 362(d)(1),
363(e) and 361.

GECC tells the Court that it is a secured lender to PSINet,
Inc., with perfected interest in the Collateral, and this
Collateral is declining in value, as evidenced in the
Declaration of Robert Zises of Nacomex USA -- the firm engaged
by GECC to appraise the value of its Collateral. Mr. Zises has
concluded that GECC's Collateral is currently declining at the
rate of 1.55% per month.  Using Mr. Zises Fair Market Value
conclusion of $12,084,779 for the aggregate value of GECC's
Collateral, GECC asserts that it is entitled to adequate
protection payments in the amount of $187,314 per month.

GECC seeks relief from the automatic stay pursuant to Bankruptcy
Code Section 362(d)(1), to permit GECC to enforce its security
interest by foreclosing against the Collateral. In the
alternative, GECC seeks adequate protection in the form of
periodic payments from the Debtor, pursuant to Bankruptcy Code
Sections 362(d)(1), 363(e) and 361.

                         The Agreements

Although the Debtor's obligations to GECC are styled in the form
of Master Leases and Lease Schedules, GECC agrees with the
position of the Debtor that the obligations are not true leases,
and are secured financings.

There are basically two sets of obligations from the Debtor to
GECC: (a) the June 29, 1999, Master Agreement obligations; and
(b) the August 12, 1999, Master Agreement obligations. Each of
the Master Agreements has Lease Schedules associated with it,
describing the equipment financed by GECC. The Master Agreements
and the Lease Schedules grant GECC a first priority security
interest in the Collateral. The security interests granted were
perfected by the filing of UCC-1 financing statements in the
appropriate offices. There is no dispute that the Collateral has
a value less than the amount of the GECC debt, and that,
therefore, there is no equity in the Collateral.

    (a) The June 29, 1999 Master Lease and Lease Schedules

In September 1997, GECC entered into a Master Assignment
Agreement with BankBoston Leasing, Inc., under which BankBoston
would assign certain Specifications of Leased Equipment to GECC.

Subsequently, on June 29, 1999, BankBoston entered into a Master
Agreement with PSINet, Inc. Pursuant to the Master Agreement,
PSINet, BankBoston and GECC would enter into Specifications of
Assigned Equipment Schedules. Under the June 29, 1999, Master
Agreement, there are: (i) Lease Schedule No. 5 of the amount of
obligation of $10,933,942.09 and (ii) Lease Schedule No. 6 of an
amount of obligation of $4,263,559.00. In each of the Lease
Schedules, the Debtor granted BankBoston a security interest in
the equipment which is the subject of that Lease Schedule. GECC,
as the assignee of Bank Boston, is the secured party. Since it
was contemplated from the outset that GECC would be Bank
Boston's assignee, all of the UCC-1 financing statements
identify GECC as the secured party.

    (b) The August 12, 1999 Master Agreement and Lease Schedules.

The structure of the second set of obligations is the same as
that of the June 29, 1999, Master Agreement obligations. On
September 23, 1998, NationsBanc Leasing Corporation and GECC
entered into a Master Assignment Agreement. Subsequently,
BankBoston Leasing, NationsBanc Leasing and PSINet, Inc. entered
into a Master Agreement. Pursuant to that Master Agreement, the
parties entered into the following Lease Schedules:

         Lease Schedule           Original Amount of Obligations
         --------------           ------------------------------
         Lease Schedule No. 7             $5,824,609.88
         Lease Schedule No. 8             $2,840,621.16
         Lease Schedule No. 11            $8,912,336.91
         Lease Schedule No. 12            $1,895,142.21
         Lease Schedule No. 13            $1,383,966.80

As with the first set of Lease Schedules, the Debtor granted a
security interest to Bank Boston and NationsBank Leasing in all
of the items of Equipment which are the subject of the Lease
Schedules. Again, the UCC-1 financing statements with respect to
this set of Lease Schedules were filed naming GECC as the
secured party.

                      GECC's Argument

As basis for the relief sought, GECC argues as follows:

       -- under Section 362(d)(1) of the Code, the Court shall
grant relief from the automatic stay "for cause, including the
lack of adequate protection of an interest in property." The
Supreme Court has stated: It is common ground that the "interest
in property" referred to by Sec. 362(d)(1) includes the right of
a secured creditor to have the security applied in payment of
the debt upon completion of the reorganization, and that that
interest is not adequately protected if the security is
depreciating during the term of the stay.

       -- Section 363(e) provides that at any time, on request of
a party with an interest in property of the estate, the Court
shall prohibit or condition use of such property as is necessary
to provide adequate protection of that interest.

       -- permissible forms of adequate protection includes
periodic cash payments under Section 361(1).

       -- The Debtor has not provided adequate protection of
GECC's security interests and the value of the Collateral
securing the Obligations is declining in value.

       -- Accordingly, GECC is entitled to relief from the
automatic stay for cause in order to allow it to foreclose on
its Collateral; in the alternative, GECC is entitled to receive
cash payments to provide adequate protection of its interest in
the Collateral.

GECC seeks the relief with respect to all of the Collateral on
which UCC-1's were filed at the time the obligations were
incurred.

In anticipation that the Debtors might argue that many of the
items of GECC's Collateral were moved from the original
locations, and that GECC was unperfected as to those items on
the filing date of the petition in this case, GECC points out
that the Debtor was contractually obligated to advise GECC in
writing of any removal of Collateral from the original lease
locations, within 30 days of such removal but, to the best of
GECC's knowledge, no such notices were ever sent by the Debtor.

As an analogy, GECC cites the case of In re Howard's Appliance
Corp., 874 F.2d 88 (2nd Cir. 1989), in which the creditor,
Sanyo, moved for relief from the automatic stay, with respect to
its collateral, which was inventory. The agreement between the
debtor and Sanyo required the debtor to keep the collateral at
its location in New York. The debtor, without Sanyo's knowledge
or agreement, began to store the collateral at a warehouse in
New Jersey. It later filed for bankruptcy, and when Sanyo moved
for relief from the automatic stay, the debtor argued that Sanyo
was unperfected, and that the debtor's strong arm powers under
Section 544 were superior to any rights that Sanyo may have had
in the collateral. The Bankruptcy Court granted relief from the
stay, invoking the doctrine of equitable estoppel. The District
Court reversed, holding that equitable estoppel was ineffective
against the Trustee's strong arm powers under Section 544. The
Second Circuit reversed the District Court, and held that an
equitable lien should be imposed in favor of Sanyo. The Court
allowed the imposition of an equitable lien because the debtor
was guilty of misconduct in directing the deliveries to New
Jersey, and in not informing Sanyo of that fact, thereby
depriving Sanyo of the opportunity to perfect its interest in
the collateral.

GECC argues that the current case is even more compelling for
the imposition of an equitable lien than in the Howard case,
because it appears that Sanyo never had a perfected security
interest in the collateral in New Jersey as the collateral was
shipped directly to New Jersey, and did not pass through New
York, while in this case, it is believed that GECC's collateral
was shipped to the original locations, where UCC-1's were
recorded, and then the collateral was moved by the Debtor
without any written notice to GECC, in violation of the parties'
agreements.

Thus, GECC argues that, for any Collateral on which GECC was
originally perfected, and which the Debtor later moved without
notice to GECC, the Court should impose (or more accurately,
recognize) an equitable lien in favor of GECC.

GECC argues that, under Section 362(d)(2), it is entitled to
relief from the automatic stay for all of its Collateral because
under Section 362(d)(2), once the movant establishes that there
is no equity in the collateral, the burden then shifts to the
Debtor to establish that the collateral is "necessary to an
effective reorganization".

Based on this, GECC asserts that it should be granted relief
from the automatic stay for all collateral not currently in use
by the Debtor and for any Collateral located in any web hosting
centers that the Debtor plans to close. Specifically, GECC
believes that the Debtor has shut down its web hosting center in
Los Angeles.

GECC further argues that it should be granted relief on all of
its collateral, because there is no reorganization reasonably in
prospect. In this regard, GECC notes that no Disclosure
Statement has been filed, no Plan has been proposed and the
Debtor continues to lose enormous sums of money, despite not
paying any of its lessors or secured creditors since the filing
of the bankruptcy case. GECC tells Judge Gerber that the Debtor
does not appear to be making any meaningful progress toward
reorganization in this case and in fact, appears to be in a slow
liquidation mode, selling off its assets one at a time. GECC
argues that, because there appears to be no prospect of an
effective reorganization in this case within a reasonable time,
and GECC's Collateral is not Liquidation Value, then it should
turn the collateral back to GECC for liquidation.

                          Conclusion

For all the reasons given, GECC asserts that it should be
granted relief from the automatic stay with respect to its
Collateral, or alternatively, the Debtor should be required to
make adequate protection payments in an amount approximate to
the Collateral's decline in value, to protect GECC against the
decline in the value of its collateral. (PSINet Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)


RAZORFISH INC: Inks Agreements to Divest European Operations
------------------------------------------------------------
Razorfish, Inc. (NASDAQ: RAZF), the digital solutions provider,
announced that it has agreed to divest its European operations.

As a part of its objective of returning to profitability,
Razorfish has signed a series of purchase agreements for local
management to acquire Razorfish's operations in Amsterdam,
Hamburg, Frankfurt, Munich, Oslo, and Stockholm.

While specific financial terms of the deals were not disclosed,
Razorfish has agreed to sell the stock of the respective
entities together with all related assets and liabilities. It is
expected that all of these divestiture activities will be
completed by December 31, 2001.

"The divestiture of our European operations is another step in
our effort to return to profitability," stated Jean-Philippe
Maheu, chief executive officer of Razorfish. "In making this
difficult decision, we considered it was important for Razorfish
to concentrate its energy and resources on growing its
profitable operations located in the United States. We plan to
continue to cooperate with our former European colleagues as
opportunities arise."

Founded in 1995, Razorfish is a digital solutions provider that
helps leading companies generate competitive value by leveraging
the power of digital technology. From strategy and design to
system integration, Razorfish provides clients with
opportunities to increase their return on investment, enhance
productivity, and maximize the value of their relationships with
customers, employees, and partners. Razorfish is headquartered
in New York and has offices in Boston, Los Angeles, New York,
San Francisco, Silicon Valley, and Tokyo. For more information
visit:  http://www.razorfish.com  Recent Razorfish clients
include Ford Motor Company, Bechtel, Sony Corporation, DirecTV,
Legg Mason, and HBO. For more information visit:
http://www.razorfish.com

As of September 30, 2001, Razorfish's total current liabilities
exceeded its total current assets by around $4 million. It also
incurred a net loss of $14.9 million on revenues totaling $31
million. Total long term debt is pegged at $14.2 million.


SYNERGY TECHNOLOGIES: Sept. Qtr. Results Show Negative Cash Flow
----------------------------------------------------------------
Synergy Technologies Inc has had negative cash flows from
operating activities during the quarter ended September 30, 2001
and cumulatively from inception through September 30, 2001. As
the Company has not yet developed or constructed plants or
facilities of a commercial size, it does not expect to be able
to generate any substantial amounts of revenues until the
construction of such facilities, or the completion of other
arrangements such as for the construction of such facilities by
third parties or the sale of an interest in the Company's
technologies. The construction of any plants or other facilities
would require the Company to raise substantial amounts of
additional funds.  The Company does not presently have any known
sources of additional funds, or have other arrangements that
would result in any substantial revenues in the foreseeable
future. These conditions raise substantial doubt about Synergy's
ability to continue as a going concern.

Synergy's continued existence is dependent on its ability to
obtain additional financing. The Company will attempt to
continue to raise additional funds from public and private
markets and through arrangements with certain related and
unrelated companies with which it is negotiating mutually
beneficial agreements or the use of the technologies. However,
there is no assurance that additional financing will be
realized. If Synergy is unable to realize this additional
financing, it could cease to be a going concern.

Since inception, the Company has spent most of its efforts
raising capital and financing the research and development of
certain technologies; however, it has not yet had sales
sufficient to sustain operations and has relied upon cash flows
from financing activities (primarily debt and equity issuances)
to sustain operations. To date the Company has had minimal
revenues and has substantial debt, therefore, the Company is
considered to be in the development stage.

The Company requires significant funding to fully implement its
near and long-term capital requirements. In the near term, it
expects to relocate its principal corporate offices from
Calgary, Alberta to Houston, Texas and to engage senior
management including a new Chief Executive Officer and a Chief
Financial Officer. It also will require funds to continue
marketing its products and technologies and for the further
research and development of its technologies. The Company
anticipates that it will require approximately two million
dollars to fund these near-term projects, excluding the
construction of commercial facilities for which it will seek
separate financing or a well-funded development partner. In the
past, it has been successful in identifying outside financing to
fund operations; however, it cannot be certain that it will be
successful in securing new financing on terms acceptable to it.

Synergy's long-term programs, those it is pursuing for a date at
least forty-eight months from the date hereof, include a
commercial scale GTL facility and a commercial scale CPJ heavy
oil upgrading facility. It is not seeking financing to fund
these projects at this time but will evaluate its financing
strategy and requirements at such time it proposes to implement
these programs.


TELSCAPE INT'L: Trustee Wants Lease Decision Deadline Extended
--------------------------------------------------------------
David Neier, the chapter 11 trustee for Telscape International,
Inc. wishes to move the deadline by which he must assume or
reject unexpired leases of nonresidential real property of the
Debtors through March 20, 2002.

Since his appointment, the Trustee begun reviewing the Debtors'
business operations and has made the determination to reject
certain of the Debtors' leases. The Trustee has also negotiated
the sale of the Debtors' California CLEC assets and attendant
thereto has assumed and assigned certain of the Debtors' leases.
The Leases that remain are those in which the Trustee has been
unable to determine whether it will ultimately be in the best
interests of the Debtors' estates to assume or reject. For this
reason, the Trustee does not want to forfeit his right to assume
the Leases as a result of the deemed rejected provided by the
Bankruptcy Code, or be compelled to prematurely assume the
Leases, with the resultant imposition of potentially substantial
administrative expenses on the estates.

Telscape International is a leading integrated communication
providers serving the Hispanic markets in the United States,
Mexico and Central America, offering local and long distance
telephone, internet and pre-paid calling card services. The
Company filed for Chapter 11 petition on April 27, 2001 in the
District of Delaware. Brendan Linehan Shannon at Young, Conaway,
Stargatt & Taylor and Victoria Watson Counihan at Greenberg
Traurig, LLP represent the Debtors in their restructuring
efforts.


TRAILMOBILE TRAILER: Files Chapter 11 Petition in Illinois
----------------------------------------------------------
Trailmobile Canada Limited announced that its affiliate,
Trailmobile Trailer LLC in the United States has filed for
Chapter 11 under the U.S. Bankruptcy Code. Trailmobile Trailer
Canada Limited, a wholly owned subsidiary of TTLLC and TCL are
not included in any Chapter 11 filings.

"TCL is committed to its valued employees, customers and vendors
and will continue producing dry van trailers for the North
American marketplace. Our dedication to quality has been awarded
with ISO 9001-2000 certification, resulting in TCL being one of
a select few Van Trailer manufacturers in Canada and the United
States to have achieved such a high standard," said Tom Wiseman,
President of TCL.

As before, TCL will continue to operate as a separate legal
entity, with a separate and distinct financing arrangement from
all other affiliated Trailmobile companies. "We have had some
preliminary discussions with our primary secured lender, TYCO
Capital," said Frank Michalargias, CFO for TCL. Mr. Michalargias
went on to say that TCL has not made any unconditional
guarantees with respect to the Debtor's Prepetition of
Indebtedness filed under Chapter 11 by TTLLC, whether for the
benefit of TTLLC, it's agent, lender or any other party.

TCL's current trade receivable from affiliates is CDN$2.4
million, with CDN$82 thousand and CDN$2.3 million due from TTLLC
and TTCL, respectively. Of the amount owed by TTLLC, CDN$63
thousand will be charged to fiscal 2001's results and the
residual, CDN$19 thousand will be charged to TCL's first quarter
results for fiscal 2002. "Given the relationship between TTLLC
and TTCL, we are assessing whether a writedown will be required
with respect to the CDN$2.3 million due to TCL," said Tom
Wiseman, President of TCL. "TTCL has not been included in any
Chapter 11 filings." Mr. Wiseman goes on to say that in light of
the recent events, TCL and its board of directors are accessing
the existing terms with respect to all related party
transactions."

Trailmobile Canada Limited manufactures dry-freight trailers for
commercial trucking customers in Canada and the United States.
The company is majority owned by Chicago-based Trailmobile
Corporation. Together, they form one of North America's largest
trailer manufacturers, with an extensive sales and distribution
network in both the USA and Canada. Trailmobile Canada Limited's
head office and manufacturing facility are located in
Mississauga, Ontario.


TRAILMOBILE TRAILER: Chapter 11 Case Summary
--------------------------------------------
Debtor: Trailmobile Trailer LLC
         1101 Skokie Blvd Suite 350
         Northbrook, IL 60062

Bankruptcy Case No.: 01-43820

Type of Business: Trailmobile Trailer is a leading manufacturer
                   of dry vans, refrigerated vans, and platform
                   trailers. It also distributes more than
                   11,000 trailer parts through two distribution
                   centers in the US and Canada. In addition to
                   distributing its own parts, Trailmobile deals
                   in trailer parts made by other manufacturers,
                   including Great Dane, Utility, and Wabash.
                   The company also distributes semi-tractor
                   components and accessories.

Chapter 11 Petition Date: December 12, 2001

Court: Northern District of Illinois, Eastern Division

Judge: Eugene R. Weddoff

Debtor's Counsel: John W. Costello, Esq.
                   225 W. Wacker Dr.
                   Chicago, IL 60606
                   312-201-2000

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million


US CAN: S&P Hatchets Ratings On Weakening Financial Performance
---------------------------------------------------------------
Standard & Poor's lowered its ratings on U.S. Can Corp. and its
wholly owned subsidiary, United States Can Co. The outlook is
negative.

The rating actions reflect the company's significantly weaker-
than-expected operating and financial performance. This was
caused by intensified competitive pressures, particularly in the
domestic aerosol container segment; lower volumes in May
Verpackungen (the company's European metal food can business);
and delays in the implementation of previously expected cost
reduction measures.

All these factors have led to a substantial deterioration in
U.S. Can's financial profile, which is likely to remain weak
until the company successfully implements its restructuring plan
through 2002. Consequently, U.S. Can could be in violation of
its financial covenants in the fourth quarter of 2001, and would
need to seek an amendment from its senior lenders. While this
development elevates near-term credit concerns, Standard &
Poor's expects that the company will be able to successfully
obtain the necessary amendments to its bank facility to maintain
acceptable liquidity.  However, until operating results can be
improved, seasonal requirements could pressure liquidity.

The ratings are supported by U.S. Can's fair market position as
a producer of steel aerosol and other general line metal
containers for personal care, household, automotive, paint,
industrial, and specialty packaging products in the U.S. and
Europe, plastic containers in the U.S., and metal food cans
in Europe. The narrow scope of operations is a limiting factor
in the business risk assessment. Leading positions in the U.S.
Can's niche markets and multiyear agreements with large consumer
goods companies provide some barriers to entry. Although the
company's end markets are relatively stable, they are mature and
highly competitive because customers have low switching costs.

The company has very aggressive debt leverage, owing to its
recapitalization in October 2000, which has been further
exacerbated by the weak operating performance through 2001.
Despite limited capital spending, working capital needs have
increased because of extended terms with customers,
necessitating further revolving credit facility utilization. As
a result, credit measures are expected to be very weak, with
total debt to EBITDA more than 6 times, and EBITDA interest
coverage below 2x for the year ending Dec. 31, 2001.

The ratings incorporate expectations that the successful and
timely completion of the company's restructuring efforts and a
more rational pricing environment should gradually improve
depressed profitability levels. In addition, these efforts would
result in cash flow generation that would be in excess of
internal needs, leading to debt reduction and strengthening
of credit measures. Accordingly, total adjusted debt to EBITDA
and EBITDA interest coverage are expected to trend towards 5x
and 2x, respectively.

                         Outlook: Negative

If the company is unable to successfully implement its
operational restructuring plans, and improve profitability and
financial flexibility in the near term, the ratings could be
lowered.

                Ratings Lowered, Outlook Negative

      U.S. Can Corp.                               To    From
           Corporate credit rating                 B     BB-
           Subordinated debt                       CCC+   B

      United States Can Co.
           Senior secured bank loan rating*        B     BB-
           Subordinated debt*                      CCC+   B
             *(guaranteed by U.S. Can Corp.)


VIATEL: Wants Lease Decision Period Extended to March 28, 2002
--------------------------------------------------------------
Viatel, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware for more time -- through March 28, 2002 -- to decide
whether to assume or reject unexpired leases of nonresidential
real property.

Since the Petition Date, the Debtors' management has been
aggressively pursuing the sale of certain assets of the Debtors
and the purchase of other assets crucial to their
reorganization, including Viatel UK Limited. The Debtors have
also been devoting a substantial amount of time determining
which leases are necessary to an effective reorganization and
effecting the sale of de minimis assets at such leased
locations.

Due to a number of pre- and postpetition reductions in their
workforce, the Debtors have only a skeleton staff available to
assess business alternatives and ultimately decide which
Unexpired Leases should be assumed or rejected. In light of the
drastic reductions in their workforce, the Debtors need
additional time to carefully consider the few remaining
Unexpired Leases.

Viatel, through its domestic and foreign subsidiaries, is the
builder, owner and operator of a state-of-the-art, pan-European,
trans-Atlantic and metropolitan fiber-optic network and a
provider of advanced telecommunications products and services to
corporations, carriers, internet service providers, and
applications service providers in Europe and North America. The
Company filed for chapter 11 protection on May 2, 2001 in the
U.S. Bankruptcy Court for the District of Delaware. Gregg M.
Galardi, Esq. and D. J. Baker, Esq. at Skadden, Arps, Slate,
Meagher & Flom LLP represent the Debtors in their restructuring
effort. When the Company filed for protection from its
creditors, it listed $2,124,000,000 in assets and $2,683,000,000
in debts.


VIZACOM INC: SpaceLogix Discloses 15.2% Equity Interest
-------------------------------------------------------
SpaceLogix, Inc. reports beneficial ownershjp of 400,000 shares
of the common stock of Vizacom Inc.  SpaceLogix holds sole
voting and dispositive powers over the 400,000 shares, which
amount represents 15.2% of the outstanding common stock of
Vizacom.

The 400,000 shares of Vizacom's common stock beneficially owned
by SpaceLogix were issued to SpaceLogix as partial consideration
for loans made to Vizacom by SpaceLogix in the aggregate amount
of $650,000. The funds loaned by SpaceLogix to Vizacom represent
a portion of SpaceLogix' working capital which SpaceLogix raised
in two private equity offerings.

Vizacom Inc., is a provider of comprehensive professional
internet and technology solutions. Through its Vizy Interactive
New York and PWR Systems subsidiaries, Vizacom develops and
provides to global and top domestic companies a range of service
and product solutions, including: business strategy formation,
web design and user experience, e-commerce application
development, creative media solutions, systems and network
development and integration, and data center services. Vizacom
attracts top, established companies as clients, including:
Martha Stewart Living, Verizon Communications, and Sony Music.
In the third quarter, the company completed restructuring of its
over $1 million in current debts.


WARNACO GROUP: Signs-Up Gavin Anderson as PR Consultants
--------------------------------------------------------
The Warnaco Group, Inc., and its debtor-affiliates seek to
employ and retain Gavin Anderson & Company as their
communications consultants in these chapter 11 cases to assist
the Debtors with communications with their vendors and
suppliers, customers, employees and other key business partners
with respect to significant events occurring during the Debtors'
chapter 11 cases.

According to Stanley P. Silverstein, Vice President of The
Warnaco Group, Inc., Gavin Anderson is a global communications
consultancy that provides strategic counsel on employee, public
and investor relations and public affairs.  Gavin Anderson
specializes in communications issues, Mr. Silverstein notes, and
the firm has extensive familiarity with counseling clients in
communications matters related to bankruptcy and restructurings.
For these reasons, Mr. Silverstein says, the debtors believe
that Gavin Anderson is well qualified to act as the Debtors'
communications consultants in these chapter 11 cases.

Specifically, the Debtors anticipate that Gavin Anderson will
provide these services:

   (a) Development of a communications strategy for the Debtors;

   (b) Assistance with preparation of communications materials;

   (c) Assistance with media relations;

   (d) Monitoring of media coverage of the Debtors and issues
       related to the Debtors; and

   (e) Rendering any other assistance, as the Debtors may deem
       necessary.

Robert Mead, President of Gavin Anderson, says his company will
charge the Debtors for its services on an hourly basis in
accordance with its ordinary and customary rates:

               President                     $430
               Chief Financial Officer        350
               Managing Director              350
               Director                       275
               Associate Director             225
               Senior Executive               185
               Executive                      150
               Administrative Assistant        60

Aside from these hourly rates, Mr. Mead adds, Gavin Anderson
charges its clients for expenses at actual costs incurred.

"To my knowledge, neither my firm nor any other member of my
firm is related to the Debtors, the officers of the Debtors or
the attorneys of the Debtors, or holds any interest materially
adverse to the estates in the matter upon which my firm is to be
engaged," Mr. Mead declares.

According to Mr. Mead, Gavin Anderson provides public relations
services for, or has business relationships with, certain
creditors and parties in interest in these cases.  However, Mr.
Mead reports, fees for each of these engagements represents less
than 1% of Gavin Anderson's annual revenues.  Moreover, Mr. Mead
adds, these engagements are totally unrelated to the cases for
which Gavin Anderson is seeking to be engaged.

Gavin Anderson does not represent any interest adverse to the
Debtors, and is "disinterested" within the meaning of Section
101(14) of the Bankruptcy Code, Mr. Mead concludes. (Warnaco
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


WHEELING-PITTSBURGH: Seeks Fifth Extension of Exclusive Periods
---------------------------------------------------------------
Pittsburgh-Canfield Corporation and its affiliated debtors,
acting through Scott N. Opincar and James M. Lawniczak of the
Cleveland firm of Calfee, Halter & Griswold LLP, together with
Michael E. Wiles and Richard F. Hahn of Debevoise & Plimpton of
New York, ask Judge Bodoh to further extend the time periods
during which only the Debtors may file a plan of reorganization
to and including Monday, March 25, 2002, and the period during
which acceptances of that plan may be solicited to and including
May 24, 2002.

Reminding Judge Bodoh that the exclusive period gives the debtor
the ability to stabilize its operations and the opportunity to
retain control over the reorganization process, Mr. Opincar says
that since the Petition Date the Debtors have been dealing with
a multitude of complex supply, employee and contract issues that
typically arise in large and complicated Chapter 11 cases.
Simultaneously the Debtors have been stabilizing operations and
working toward the ultimate goal of constructing a plan of
reorganization by(i) working diligently to determine whether any
third parties have an interest in acquiring all or a part of the
Debtors or their facilities, and (ii) investigating thoroughly
various possible reconfigurations of the Debtors' business
that would support continued operation as a stand-alone
business.

The Debtors say they have identified a revised operating
configuration that they believe will form the basis for a plan
of reorganization and are preparing to seek funding (including
funding under a federal guaranteed loan program) for such a
plan.  The Debtors have negotiated substantial wage concessions
and other relief from their unions, have obtained substantial
cost reductions from salaried workers, have negotiated
concessions from numerous suppliers and taken other cost-cutting
measures.  These are described as part of the Debtors'
continuing efforts to eliminate operating losses and to support
the Debtors' continued business until such time as the Debtors
may file a plan of reorganization and emerge from bankruptcy.
The Debtors have also continued discussions with possible third-
party investors or acquirors.

In addition, the Debtors are in the process of reviewing and
analyzing proofs of claim which have been filed since the bar
date for filing claims.  Furthermore, the Debtors have not had
sufficient time to negotiate and prepare an acceptable plan, but
are making good faith efforts toward reorganization and are
paying their postpetition debts as they become due.  The Debtors
continue to negotiate in good faith with their creditors and
have kept the Official Committees fully apprised of their work
and progress towards reorganization.  In no case are the Debtors
seeking these extensions to pressure creditors into accepting an
unsatisfactory plan.  Furthermore, the Debtors have not had
sufficient time to negotiate and prepare an acceptable plan, but
are making a good faith effort towards reorganization and are
paying their postpetition debts as they become due.  Ms.
Robertson assures Judge Bodoh that the debtors are negotiating
in good faith with their creditors and have kept the Official
Committees fully apprised of their work and progress towards
reorganization, and are not seeking the extension to pressure
creditors into accepting an unsatisfactory plan.

Based on the foregoing, the complicated and complex nature of
the Debtors' business, and the amount of work that still must be
completed in order to identify the proper plan of
reorganization, Mr. Opincar asks for the extensions for an
additional 91 days, as requested. (Wheeling-Pittsburgh
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


XO COMMS: Expects to Begin Trading on OTC Bulletin Board Today
--------------------------------------------------------------
XO Communications, Inc., announced that is has requested to
voluntarily delist its stock from the NASDAQ National Market and
currently expects that it will begin trading on the NASD Over
the Counter Bulletin Board today, December 17 under the symbol
(OTCBB:XOXO).

Trading of XO stock on the NASDAQ National Market was halted by
NASDAQ on November 29th following XO's announcement that its
board had approved a preliminary agreement with Fortsmann Little
and Telefonos de Mexico S.A. de C.V. in which each company would
invest $400 million or a total of $800 million in exchange for
new equity in XO.

As described in that announcement and XO's filings with the
Securities and Exchange Commission, the investment is
conditioned upon XO successfully completing a restructuring of
its existing balance sheet and receipt of regulatory approvals.


* BOND PRICING: For the week of December 17 - 21, 2001
------------------------------------------------------
Following are indicated prices for selected issues:

Amresco 9 7/8 '05              27 - 29(f)
Asia Pulp & Paper 11 3/4 '05   26 - 27(f)
AMR 9 '12                      92 - 94
Bethlehem Steel 10 3/8 '03      10 - 12(f)
Chiquita 9 5/8 '04             83 - 85(f)
Conseco 9 '06                  46 - 48
Enron 9 5/8 '03                18 - 20(f)
Global Crossing 9 1/8 '04       8 - 9
Level III 9 1/8 '04            51 - 53
Mcleod 11 3/8 '03              21 - 24(f)
NWA 8.70 '07                   78 - 80
Owens Corning 7 1/2 '05        33 - 35(f)
Revlon 8 5/8 '08               44 - 46
Royal Carribean 7 1/4 '18      72 - 76
Trump AC 11 1/4 '06            63 - 65
USG 9 1/4 '01                  74 - 76(f)
Westpoint 7 3/4 '05            31 - 33
Xerox 5 1/4 '03                91 - 93

                           *********

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
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contained herein is obtained from sources believed to be
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                      *** End of Transmission ***