TCR_Public/011218.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, December 18, 2001, Vol. 5, No. 246

                           Headlines

360NETWORKS: Seeks Approval of Termination Pact with Teleglobe
360NETWORKS INC: Appoints Scott Lyons to Board of Directors
ANC RENTAL: Seeks 120-Day Stay on All Personal Injury Litigation
ARMSTRONG HOLDINGS: PD Claimants' Panel Taps Science Consultants
AUDIO VISUAL: Files Chapter 11 with Pre-Pack Reorg. Plan in NY

AUDIO VISUAL: Chapter 11 Case Summary
BETHLEHEM STEEL: Court Okays Kramer Levin as Committee's Counsel
BREAKAWAY SOLUTIONS: Signing-Up Auctions Worldwide as Liquidator
BURLINGTON INDUSTRIES: US Trustee Appoints Creditors' Committee
CHIQUITA BRANDS: Gets Nod to Hire Ordinary Course Professionals

COMDISCO: Resolves Dispute with DAS Devices & Related Parties
COVAD COMMS: Sets Dec. 31 Deadline for Filing Admin. Claims
DRKOOP.COM INC: Plans to Liquidate Under Chapter 7
ENRON CORP: Wilmer Cutler is Counsel to Special Board Committee
EXODUS COMMS: Two Utilities Seek $1.5 Million Cash Deposits

FEDERAL-MOGUL: Proposes De Minimis Assets Sale Procedures
GALEY & LORD: Net Loss Nearly Doubles to $70MM in FY 2001
GB HOLDINGS: Wants to Extend Removal Period through Feb. 28
HAYES LEMMERZ: Will Be Honoring Prepetition Customer Obligations
HORIZON PCS: S&P Junks $175MM Notes Over Feeble Financials

INTEGRATED HEALTH: Seeks Okay of Rotech Solicitation Procedures
J. CREW GROUP: Posts Slight Decrease in Revenues in Oct. Quarter
LTV CORP: NIPSCO Wants Additional Adequate Assurance of $1.2MM
LEINER HEALTH: Lenders Agree to Extend Forbearance Period
LUBY'S INC: Nov. 21 Balance Sheet Shows Liquidity Is Strained

MCLEODUSA: FL Partnerships Agree to Support Restructuring Plan
NATIONSRENT INC: Files for Chapter 11 Reorganization in Delaware
NATIONSRENT: Case Summary & Largest Unsecured Creditors
NEXTEL PARTNERS: S&P Junks $225MM Senior Unsecured Notes Due '09
NORTHLAND CRANBERRIES: Wisconsin Discloses 19.03% Equity Holding

PAXSON COMMS: S&P Concerned About Risks From NBC Relationship
PENTON MEDIA: S&P Slashes Ratings on Expected Weak Results in Q4
PILLOWTEX CORP: Court Okays Huntley as Lease Consultants
RADIOLOGIX: S&P Rates Proposed $160 Million Senior Notes at B
SNV GROUP: Files Voluntary Bankruptcy Assignments Under BIA

STARTEC GLOBAL: Files for Chapter 11 Reorganization in Maryland
STAR TELECOMMS: Wants Plan Filing Period Extended to January 31
SUN HEALTHCARE: Delaware Court Approves Disclosure Statement
TELSCAPE: UST Wants Schedules Filing Deadline Extended to Feb 18
TEREX CORP: S&P Affirms B Rating for Proposed $200M Debt Issue

TRI-UNION: S&P Concerned About Lack of Measures to Up Liquidity
TRUMP ATLANTIC: S&P Ups D Ratings to Junk Level After Payments
UNIFI INC: Completes Refinancing of Existing Credit Facilities
VALEO ELECTRICAL: Files for Reorganization Under Chapter 11
VALEO ELECTRICAL: Chapter 11 Case Summary

VERTIS HOLDINGS: S&P Cuts Ratings Over Weaker 2001 Expectations
WASTE SYSTEMS: Has Until March 7 to Elect to Remove Lawsuits
WEBVAN GROUP: Softbank America Discloses 7.61 Equity Interest
WHEELING-PITTSBURGH: 2nd Amended Unsecured Trade Panel Appointed

                           *********

360NETWORKS: Seeks Approval of Termination Pact with Teleglobe
--------------------------------------------------------------
Under a lease dated June 2000, Telecom Central, L.P., one of the
debtors in the Chapter 11 case of 360networks inc., leased to
Teleglobe USA, Inc. certain premises consisting of Suites 150
and 160 in a building located at 400 South Akard Street, Dallas,
Texas.  At the same time, according to Shelley C. Chapman, Esq.,
at Willkie Farr & Gallagher, in New York, Teleglobe, Inc.
executed a guaranty of lease, by which Teleglobe guaranteed
certain obligations of Teleglobe USA with respect to the lease.

Ms. Chapman informs Judge Gropper that, subject to Court
approval, the parties have entered into a Termination Agreement
dated November 20, 2001.  Under the Termination Agreement, Ms.
Chapman relates, the parties have agreed to terminate the lease
and guaranty and release one and other from their respective
obligations.

The Termination Agreement provides, among other things:

   (1) As of December 31, 2001, the lease and the guaranty shall
       be terminated, provided that Teleglobe USA is not then in
       default on the lease.

   (2) On or before the termination date, Teleglobe USA shall
       surrender the premises.

   (3) In consideration for the Debtor's execution of the
       Termination Agreement, Teleglobe USA has deposited into an
       escrow account a $2,000,000 payment for the benefit of the
       Debtor.  Such payment shall be released to the Debtor upon
       approval of this motion.  Further, Teleglobe USA shall pay
       all base rent and other amounts due up until the
       termination date.

   (4) The Debtor, Teleglobe and Teleglobe USA are fully and
       unconditionally released and discharged from their
       respective obligations arising after the termination date.
       Thereafter, the parties have no further obligations under
       the lease or guaranty.

As the Debtor will immediately receive a $2,000,000 payment upon
approval of the Termination Agreement, Ms. Chapman claims that
the settlement confers a substantial benefit on the estate.  The
property in which the premises are located is not part of the
Debtors' business plan, Ms. Chapman notes, and so the Debtors
are marketing the property for sale.  Moreover, Ms. Chapman
adds, the Termination Agreement allows the Debtor to reject the
lease and receive a substantial benefit without incurring
liability.  Thus, Ms. Chapman contends, the rejection of the
lease pursuant to the Termination Agreement is a sound exercise
of the Debtors' business judgment.

Thus, the Debtors ask for Judge Gropper's approval of the
Termination Agreement. (360 Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


360NETWORKS INC: Appoints Scott Lyons to Board of Directors
-----------------------------------------------------------
360networks announced the appointment of Scott Lyons as a
director of the company.

Lyons brings more than 20 years of telecommunications and marine
construction experience to the 360networks board. He is
currently senior vice- president of the industrial division at
Ledcor and president of Urbanlink Holdings Ltd. Between early
1998 and late 2001, Lyons oversaw the submarine systems division
of 360networks. Previously, Lyons was the vice-president of
Ledcor's marine division and president of Aztech Enterprises.

The other members of the 360networks board are David Lede
(chairman), Greg Maffei, Clifford Lede (vice-chairman), Ron
Stevenson (vice-chairman), Andrew Rush and Gene Sykes.

The executive officers of 360networks are:

      Greg Maffei - president and chief executive officer
      Jimmy Byrd - chief operating officer
      Vanessa Wittman - chief financial officer
      Lin Gentemann - general counsel and secretary

360networks offers optical network services to
telecommunications and data communications companies in North
America. The company's optical mesh fiber network spans
approximately 36,000 kilometers (22,000 miles) in the United
States and Canada.

On June 28, 2001, the company and several of its operating
subsidiaries voluntarily filed for protection under the
Companies' Creditors Arrangement Act (CCAA) in the Supreme Court
of British Columbia. Concurrently, the company's principal U.S.
subsidiary, 360networks (USA) inc., and 22 of its affiliates
voluntarily filed for protection under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York. In October 2001, four operating
subsidiaries that are part of the 360atlantic group of companies
also voluntarily filed for protection in Canada. Insolvency
proceedings for several subsidiaries of the company have been
instituted in Europe and Asia.

For more information about 360networks, visit http://www.360.net


ANC RENTAL: Seeks 120-Day Stay on All Personal Injury Litigation
----------------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates move the Court
on an emergency basis to issue a temporary stay for 120 days of
all personal injury litigation against non-debtor subsidiaries,
individual renters and other non-debtor entities arising from
the rental of Debtors' vehicles.

Bonnie Glantz Fatell, Esq., at Blank Rome Comisky McCauley LLP
in Wilmington, Delaware, tells the Court that in order to rent
vehicles in all states, the Debtors must obtain insurance
proving evidence of Minimum Financial Responsibility or at
Minimal Financial Responsibility Limits, which vary by state.
The Debtors meet this requirement either by obtaining an
insurance policy for the Financial Responsibility or upon
meeting certain financial criteria, the Debtors can self-insure
by obtaining from the state a certificate of self-insurance for
the Financial Responsibility.  Under the various insurance
programs, Ms. Fatell explains that the Debtors have
indemnification obligations and duties to defend with respect to
lawsuits filed against individual renters and other third
parties. These obligations arise in the following contexts:

A. Self-Insurance State - In a number of states the Debtors
      obtain insurance for the Financial Responsibility through
      self-insurance from the appropriate state regulatory
      agency. In at least eight states where the Debtors have
      obtained self-insurance, the Debtors also have been
      required to post a bond. The Debtors' vehicles are
      registered with the states and the registration is subject
      to renewal on an annual basis. If the Debtors fail to
      defend the drivers in those states, the Debtors are at risk
      that the state insurance departments will not renew the
      Debtors' registration when it expires. Obviously, the
      inability to operate in any given state would be disastrous
      to the Debtors' reorganization.

B. Insured States - In all other states, the Debtors are
      required to maintain insurance with a third party insurer,
      in this case AIG. Pursuant to Debtors' arrangements with
      AIG, the insurance company fronts the first dollar of the
      insurance and the Debtors retain the risk of insuring the
      driver for the balance of the Financial Responsibility.
      Under the contractual arrangements with AIG, Debtors are
      obligated to defend and indemnify the renter and indemnify
      the insurer against any loss up to the policy limits. If
      the Debtors fail to indemnify and defend the driver, AIG
      will defend and will have a claim against the Debtors'
      estate. In addition, the Debtors have pledged $70,000,000
      of collateral to AIG to secure the Debtors' obligations
      under the contract with AIG.

C. Corporate and Leisure Customers - The Debtors have a
      significant number of contracts with corporate customers
      and tour operators pursuant to which they contract with the
      Debtors for their employees and vacationers to lease the
      Debtors' vehicles. Under some contracts, the Debtors have
      an obligation to provide insurance coverage, to defend the
      individuals and to indemnify them, as well as the corporate
      customer and the tour operator, in the event a lawsuit is
      filed against any one of them. A substantial portion of the
      Debtors' business is generated through their relationships
      with corporate customers and tour operators. The inability
      of the Debtors to continue to defend these individuals in
      pre-petition litigation already has resulted in a number of
      corporate clients and tour operators diverting their
      business to other car rental companies until the Debtors
      can confirm that they will continue to abide by the defense
      and indemnification terms of the corporate contracts.

D. Sale Of Counter Products - With respect to the Alamo Brand,
      Alamo offers a supplemental insurance product to its
      customer at the time of rental of the vehicle. This
      insurance is provided by Kemper Insurance Company, and
      Debtors reinsure the risk through IAG, their Bermuda
      insurance non-debtor subsidiary. Debtors have an obligation
      to defend and indemnify any renter who purchases this
      product. In addition, Kemper holds $44,000,000 of the
      Debtors' funds in a trust account to secure the Debtors'
      obligations under the contractual arrangements with Kemper.

As a direct result of the filing of the Debtors' chapter 11
petitions, Ms. Fatell submits that the lawsuits all over the
country have been jeopardized since the Debtors are prohibited
from paying the costs and fees to defend the individual renters
and the non-debtor subsidiaries. Nevertheless, the lawsuits are
proceeding against the non-debtor subsidiaries and individual
renters. In many cases where the Debtors are defendant, Ms.
Fatell states that the courts are proceeding with the lawsuits
against the remaining non-debtor parties.

Ms. Fatell informs the Court that the lawsuits are at various
stages of litigation, some in discovery, others close to trial
and many in settlement discussions. The uncertainty of who will
defend and how the costs will be paid has created tremendous
turmoil. Ms. Fatell relates that some States are threatening to
de-certify the Debtors or revoke their vehicle registrations and
corporate clients are threatening to divert their business
elsewhere and in some cases already have.

Ms. Fatell tells the Court that some states have vicarious
liability statutes pursuant to which the owner of a vehicle has
absolute unlimited vicarious liability for the damages and
injuries caused by anyone driving the owner's vehicle. In those
states, the debtor's subsidiary will be liable, without defense,
if the renter or non-debtor subsidiary is found liable. Since
the Debtors have contractually indemnified the subsidiary and
many of the renters, Ms. Fatell argues that the judgment is a
judgment against the Debtors. These lawsuits must be defended.
However, since the Debtors are prohibited by the Bankruptcy Code
from defending non-debtors absent relief from this Court, the
Debtors respectfully urge this Court to grant the temporary stay
requested herein.

Ms. Fatell contends that the Debtors have obligations to defend,
thereby causing an expenditure of estate funds, as well as an
absolute indemnification obligation to the non-debtor subsidiary
defendants as well as the corporate clients and tour operators
in the Rental Litigation. In the vicarious liability states, the
non-debtor subsidiaries may have absolute unlimited liability
for judgments against individual renter defendants. Absent a
stay of the litigation, Ms. Fatell points out that a judgment
against the Third Parties will implicate a liability against the
Debtors and their assets. Based on the facts of this case, it is
clear that "unusual circumstances" exist, warranting the
application of the automatic stay to the personal injury
litigation.

Here, the Debtors, who have been in Chapter 11 for less than a
month, are vigorously pursuing strategies and methods to
preserve the assets of the estate and develop a business plan to
create the framework for their reorganization. A temporary stay
of the litigation will afford the Debtors some "breathing space"
to concentrate their focus on the immediate needs of the estate
and its business operations. Additionally, it will preserve the
critical relationships that the Debtors enjoy with their major
corporate clients and state licensing agencies and insurance
departments. Therefore, the stay would enhance the Debtors'
rehabilitative efforts and should be imposed. (ANC Rental
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ARMSTRONG HOLDINGS: PD Claimants' Panel Taps Science Consultants
----------------------------------------------------------------
Joanne B. Wills of the  Wilmington firm of Klehr Harrison Harvey
Branzberg & Ellers LP, representing the Official Committee of
Asbestos-Related Property Damage Claimants of Armstrong
Holdings, Inc., asks Judge Wolin to authorize the employment of:

      (1) Environmental Health & Engineering, Inc., in Newton,
          Massachusetts, as industrial hygiene consultants;

      (2) COHBI Physicians, P.C., in Boulder, Colorado, as
          environmental medicine consultants; and

      (3) Toxicology Incorporated in Houston, Texas, as
          scientific research consultants.

In order to prove the scientific basis for asbestos-related
property damage claims, the PD Committee seeks to retain these
teams of experts, each of whom the Committee says is necessary
to establish the epidemiological foundations of the claims.

                 Environmental Health & Engineering

Environmental Health & Engineering will perform an exposure
analysis of the release of asbestos fibers by AWI's asbestos-
containing products. The primary persons employed by EH&E who
will work on these cases will be:

        (a) John F. McCarthy, Sc.D., C.I.H., is the President of
EH&E.  Mr. McCarthy will supervise and coordinate EH&E's work.
His hourly rate is $350.

        (b) James H. Stewart, Ph.D., C.I.H., is the Director of
Health & Safety Services of EH&E.  He will perform an exposure
analysis of the release of asbestos fibers by AWI products into
the structures in which those products exist.  Mr. Stewart will
model the spread of asbestos fibers released by AWI products
within the structure in which those fibers are found and
describe the role of artificial (HVAC) or natural ventilation
systems as a source or sink in the exposure analysis.  Mr.
Stewart's hourly rate is $325.

        (c) Peter Bolsaitis, Ph.D., P.E., is a senior project
manager who will provide an analysis of the material properties
of all relevant floor coverings, including methods, consistency,
and chemistry of manufacturing, the presence of contamination,
current and historical composition, and the presence, if any, of
surface protection agents.  Mr. Bolsaitis' hourly rate is $275.

        (d) Jerry F. Ludwig, Ph.D., P.E., is the Director of
Engineering at EH&E and a mechanical engineer.  He will provide
an analysis of the mechanics, methods and mechanisms of floor
surface degradation, both inadvertent (normal wear & tear or
accidental) and deliberate (surface removal).  Mr. Ludwig will
identify the physical conditions and mechanical requirements
necessary to degrade a floor surface and model the degradation
event, including the generation and fate of the "degradation
aerosol".  Mr. Ludwig's hourly rate is $275.

        (e) Biggs Harrison is a consultant experienced with AWI's
asbestos-containing floor tile products who will provide
background analysis to EH&E's other experts.  Mr. Harrison's
hourly rate is $500.

EH&E may use the expertise of other experts in its employ and
will endeavor to use personnel who bill at the lowest hourly
rate to perform analyses and services within their areas of
expertise.

Mr. McCarthy avers that EH&E does not hold or represent any
interests adverse to the Debtors' estates or their creditors,
and is disinterested.  However, Mr. McCarthy advises that EH&E
may have performed work for certain creditors and/or other
parties in interest or interests adverse to such creditors or
parties in interest in matters unrelated to the Debtors' Chapter
11 cases.  In addition, Mr. McCarthy discloses that, prior to
2000, EH&E purchased professional liability insurance from
Reliance Insurance Company, which company is one of AWI's
insurance providers.  EH&E's current liability insurance
provider is X.L. Insurance Co., another of AWI's insurance
providers.

Further, Mr. McCarthy discloses that EH&E was retained by Royal
Insurance Co. to perform a "sick building syndrome"
investigation.  Royal is one of AWI's insurance providers.

EH&E also was retained by McDermott Will & Emory to sample
asbestos fireproofing materials, perform indoor air quality
investigations and HVAC cleaning, conduct environmental due
diligence evaluations, and evaluate residential indoor air
pollution.  McDermott has been retained by AWI in these cases.

EH&E's engineering group was retained by Pfizer, Inc. to
commission one of Pfizer's buildings.  The commissioning process
involves testing the building systems to ensure that they
performed according to engineering specifications.  Pfizer is an
affiliate of a present or former officer or director of AWI or
its parent company.

EH&E has performed several air quality investigations for Fleet
Bank and Fleet Financial.  Fleet is a member of AWI's
prepetition bank group.

Finally, EH&E has performed several air quality investigations
for DuPont/Merck Pharmaceuticals.  DuPont Company is one of
AWI's 20 largest unsecured creditors.

                       COHBI Physicians, PC

The PD Committee wants to employ COHBI Physicians, PC, as its
environmental medicine consultant in these Chapter 11 cases.
The primary persons at COHBI who will be working on this
engagement are:

        (a) James P. Kornberg, M.D., Sc.D., is an environmental
physician and environmental engineer who will evaluate and
interpret the environmental and industrial hygiene exposure
analyses performed by EH&E to determine the foreseeable, short-
term and/or long-term adverse health effects (including cancer)
or any increased health risks for individuals who may live in,
visit, or work in buildings in which AWI's asbestos-containing
products are present.  Mr. Kornberg's hourly rate is $880 for
non-testifying work, and $1100 for testimony at trial or in
a deposition.

        (b) Murl S. Hendrickson is the Director of Special
Projects and Quality Assurance at COHBI who will provide case
management and oversight services.  Mr. Hendrickson's hourly
rate is $220.

Mr. Kornberg assures Judge Wolin that COHBI Physicians does not
hold or represent any interests adverse to the Debtors' estates
or their creditors.  However, Mr. Kornberg advises that COHBI
may have performed work for certain creditors and/or other
parties in interest or interests adverse to such creditors or
parties in interest in matters unrelated to the Debtors' Chapter
11 cases.  In addition, Mr. Kornberg discloses that COHBI is
currently retained by Womble Carlyle Sandridge & Rice in a
representation in which COHBI is analyzing occupational,
environmental and other exposure or medical conditions
including, but not limited to, asbestos and smoking.  Womble
Carlyle is an affiliate of present and/or former officers and/or
directors of the Debtors or their parent.  However, Mr. Kornberg
assures Judge Wolin that this representation is unrelated to
COHBI's proposed work in these Chapter 11 cases.

COHBI has, in the past, used the testing services of Quest
Diagnostics Incorporated, an affiliate of present and/or former
officers and/or directors of the Debtors or their parent.
COHBI's use of Quest Diagnostics' testing services is unrelated
to COHBI's proposed work in these Chapter 11 cases.

                     Toxicology Incorporated

The Property Damage Committee seeks to employ Toxicology
Incorporated as its scientific research consultant in these
Chapter 11 cases.  The primary persons at Toxicology who will
perform services is Stephen King.  Mr. King will conduct
comprehensive scientific and medical literature research for
EH&E and COHBI.  Mr. King's hourly rate is $220, so assigning
these research tasks to Mr. King will result in efficiency and
cost-savings.

Toxicology may also perform such other services as may be
required and as are deemed in the best interests of the PD
Committee and the constituency it represents.  The PD Committee
does not presently anticipate that Toxicology members will be
testifying experts in these cases.

Toxicology does not hold or represent any interests adverse to
the Debtors' estates or their creditors. (Armstrong Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


AUDIO VISUAL: Files Chapter 11 with Pre-Pack Reorg. Plan in NY
--------------------------------------------------------------
Audio Visual Services Corporation (OTC Bulletin Board: AVSV)
announced that the Company has reached an agreement with the
lenders under its current credit facilities, pursuant to which
those lenders will convert approximately $288 million of
existing debt into 100% of the common stock of the Company,
subject to dilution for certain issuances of common stock to the
Company's directors and management.

The Company further announced that it and its domestic
subsidiaries have filed a voluntary petition for reorganization
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New
York, to implement the pre-negotiated plan of reorganization to
reduce the Company's outstanding indebtedness.  The Company
expects that it will emerge from the reorganization process by
April 2002.

Robert Ellis, Chairman and CEO of the Company commented: "The
Company has been and continues to struggle with its current
level of debt which built up as a consequence of the acquisition
strategy pursued in the late 1990's.  Over the last 18 months,
the Company's new management team managed the business to
increase profitability to a point where the Company's
outstanding indebtedness could be successfully refinanced.
However the general economic downturn that started at the
beginning of 2001 and the events of September 11th have had a
direct impact on the Company.  The Company's business divisions
experienced an increasing decline in same-store hotel site
revenues through the year as the number and size of business
meetings were reduced in response to the economic downturn.  In
the immediate aftermath of the events of September 11, many
business meetings were cancelled or postponed.  While we have
seen some recovery since early October, we believe that events
of September 11 will continue to contribute to the decline in
the number and size of business meetings being held in the
medium term. The agreement reached with our lenders provides for
a more appropriate capital structure, sufficient cash to fund
operations and the ability to access capital to fund new growth
initiatives. Most importantly, the terms of this agreement do
not affect our operations, customers, suppliers or employees."

The Company also announced that it has received $20 million in
debtor-in-possession (DIP) financing from a syndicate of
financial institutions led by JP Morgan Chase, which the Court
has approved, subject to a final confirmatory hearing.  The DIP
facility will provide the Company with additional liquidity to
fund operations during the restructuring process, enabling the
Company to continue purchasing goods and services in the
ordinary course and facilitating the Company's provision of new
audio visual equipment for its customers and clients.

The Company's operations will continue without interruption and
vendors and employees will be paid in the ordinary course of
business.  In addition, the Company has obtained authorization
from the Court to pay all amounts owed to employees and vendors
before and after the petition date, so that there will be no
interruption in the Company's operations or in the fulfillment
of any obligations to employees and vendors.  The Company will
maintain its commitment to providing the highest quality
audiovisual equipment and related services to its customers and
clients.  Vendors will be paid for all goods furnished and
services provided.  The Company's international operations are
not included in the Chapter 11 filing and will continue to
conduct business as usual.

AVSC is a leading provider of audiovisual equipment rentals,
staging services and related technical support services to
hotels, event production companies, trade associations,
convention centers and corporations in the United States.  In
addition to its United States operations, the Company has
operations in Canada, Mexico, the United Kingdom, Belgium, and
the Caribbean. AVSC is listed on the OTC Bulletin Board and
trades under the symbol AVSV.


AUDIO VISUAL: Chapter 11 Case Summary
-------------------------------------
Lead Debtor: Audio Visual Services Corporation
              111 West Ocean Boulevard
              Suite 1110
              Long Beach, CA 90802

Bankruptcy Case No.: 01-16272-ajg

Debtor affiliates filing separate chapter 11 petitions:

              Entity                        Case No.
              ------                        --------
              Audio Visual Services (NY)
              Corporation                   01-16270-ajg
              AVSC Intellectual Property
              Management, Inc.              01-16273-ajg
              Audio Visual Services Group,
              Inc.                          01-16274-ajg
              HRI, V.I., Inc.               01-16275-ajg
              Visual Action Holdings, Inc.  01-16276-ajg

Type of Business: The Debtor's operations are divided into two
                   principal business units, generally along
                   service offerings.

Chapter 11 Petition Date: December 17, 2001

Court: Southern District of New York

Judge: Arthur J. Gonzalez

Debtors' Counsel: James M. Peck, Esq.
                   Schulte Roth & Zabel LLP
                   919 Third Avenue, New York, New York 10022
                   (212) 756-2000

Total Assets: $507,803,000

Total Debts: $449,226,000


BETHLEHEM STEEL: Court Okays Kramer Levin as Committee's Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Bethlehem Steel
Corporation obtained the Court's authority to retain Kramer
Levin Naftalis & Frankel LLP, as counsel, nunc pro tunc to
October 23, 2001.

Kramer Levin will render legal services that the Committee may
consider desirable to discharge the Committee's responsibilities
and further the interests of the Committee's constituents in
these cases.  In addition to acting as primary spokesman for the
Committee, Kramer Levin's services include, without limitation,
assisting, advising and representing the Committee with respect
to these matters:

    (a) The administration of these cases and the exercise of
        oversight with respect to the Debtors' affairs including
        all issues arising from the Debtors, the Committee or
        these Chapter 11 Cases;

    (b) The preparation on behalf of the Committee of necessary
        applications, motions, memoranda, orders, reports and
        other legal papers;

    (c) Appearances in Court and at statutory meetings of
        creditors to represent the interests of the Committee;

    (d) The negotiation, formulation, drafting and confirmation
        of a plan or plans of reorganization and matters related
        thereto;

    (e) Such investigation, if any, as the Committee may desire
        concerning, among other things, the assets, liabilities,
        financial condition and operating issues concerning the
        Debtors that may be relevant to these Chapter 11 Cases;

    (f) Such communication with the Committee's constituents and
        others as the Committee may consider desirable in
        furtherance of its responsibilities; and

    (g) The performance of all of the Committee's duties and
        powers under the Bankruptcy Code and the Bankruptcy
        Rules and the performance of such other services as are
        in the interests of those represented by the Committee.
        (Bethlehem Bankruptcy News, Issue No. 6; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


BREAKAWAY SOLUTIONS: Signing-Up Auctions Worldwide as Liquidator
----------------------------------------------------------------
Breakaway Solutions, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware to authorize the retention and
employment of Auctions Worldwide, LLC as its professional
liquidator to conduct one or more private sales of certain of
the assets.

The Debtor requires the services of an experienced liquidator in
connection with matters concerning liquidation of Assets. The
Debtor has selected AW because it has extensive experience
providing liquidation services to companies who are liquidating
or downsizing. The Debtor also reviewed offers from other
liquidators and has determined that AW's proposal provides the
best opportunity to obtain the maximum value to the Debtor's
estate.


BURLINGTON INDUSTRIES: US Trustee Appoints Creditors' Committee
---------------------------------------------------------------
Donald A. Walton, Acting United States Trustee for Region 3,
appoints these unsecured creditors of Burlington Industries, et
al, to serve on the Official Committee of Unsecured Creditors:

            The Bank of New York, as Indenture Trustee
            5 Penn Plaza, 13th Floor
            New York, New York 10001
            Attn: Irene Siegel, Vice President
            Tel : 212-896-7258
            Fax : 212-328-7302;

            WLR Recovery Fund, c/o WL Ross & Company, LLC
            101 E. 52nd, New York, New York 10022
            Attn: Pamela K. Wilson
            Tel : 212-826-2046
            Fax : 212-317-4891;

            Mutual of America Capital Management Corporation
            320 Park Avenue, New York, New York 10022
            Attn: David Johnson
            Tel : 212-224-1967
            Fax : 212-224-2540;

            Pension Benefit Guaranty Corporation
            1200 K. Street, N.W., Washington, D.C., 20005
            Attn: Craig Yamaoka
            Tel : 202-326-4070
            Fax : 202-842-2643;

            E.I. DuPont De Nemours & Co.,
            BMP13-1108, 4417 Lancaster Pike
            Wilmington, Delaware 19805
            Attn: Kathleen M. McCormick
            Tel : 302-892-7005
            Fax : 202-892-7877;

            KOSA
            4501 Charlotte Park Drive
            Charlotte, North Carolina 28217
            Attn: Ernest J. Pepe
            Tel : 704-586-7305
            Fax : 704-586-7553; and

            Carolina Mills, Inc.
            128 S. Tyson Street
            Charlotte, North Carolina 28202
            Attn: Bryan Beal
            Tel : 704-375-0057
            Fax : 704-332-1197

Julie L. Compton, Esq., is the trial attorney assigned to these
cases.  Tel: 302-573-6491, Fax: 302-573-6497 (Burlington
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


CHIQUITA BRANDS: Gets Nod to Hire Ordinary Course Professionals
---------------------------------------------------------------
Chiquita Brands International, Inc., seeks Judge Aug's
permission to employ Ordinary Course Professionals without
requiring the submission of separate retention pleadings to the
Court.

Anup Sathy, Esq., at Kirkland & Ellis, in Chicago, Illinois,
tells the Court that the Debtor's employees, in the day-to-day
performance of their duties, regularly call on various
professionals, including attorneys, accountants, actuaries and
consultants, to assist them in carrying out their assigned
responsibilities.

                                                 Average Monthly
Ordinary Course Professional   Service Provided   Compensation
----------------------------   ----------------  ---------------
   1) Arent Fox Kintner Plotkin        legal              $520
      & Kahn, PLLC
   2) Blank Rome Comisky &             legal            12,000
      McCauley LLP
   3) Fourth Street Financial     investment advice      1,383
   4) Keating Muething & Klekamp       legal             4,600
   5) Liner Yankelevitz Sunshine       legal             5,000
      & Regenstreif LLP
   6) Mayer Brown & Platt              legal             6,155
   7) McCarter & English               legal               500
   8) Taft Stettinius & Hollister      legal             2,000
   9) Thompson Hine and Flory          legal             7,200
  10) Touchstone Consulting Group  consulting           10,000
  11) Woodburn and Wedge               legal             1,000

The Debtor anticipates that they will be employing more Ordinary
Course Professionals during the pendency of these cases.  Thus,
the Debtor promises to file a supplemental list of Ordinary
Course Professionals, as appropriate.

Mr. Sathy explains that the Debtor cannot continue to operate I
its business efficiently and with sound business practice unless
it retains and pays for the services of these Ordinary Course
Professionals.  The time and costs involved in filing separate
employment applications for these professionals is simply too
much for the Debtor to handle, Mr. Sathy informs Judge Aug.
There is also the possibility that some of these Ordinary Course
Professionals might be unwilling to work with the Debtor if
these requirements such as interim compensation procedures are
imposed, Mr. Sathy adds.

Furthermore, Mr. Sathy remarks, a requirement that the Ordinary
Course Professionals each file retention pleadings and follow
the usual fee application process required of other bankruptcy
professionals would burden the Clerk's office, the Court and the
U.S. Trustee's office with unnecessary fee applications.  "So
let's just do away with this," Mr. Sathy suggests.

Instead, the Debtor proposes to file a statement with the Court
and to serve such statement on the United States Trustee
approximately every 120 days that this chapter 11 case is
pending.  Mr. Sathy explains that such statement shall include
these information for each Ordinary Course Professional:

     (a) the name of such Ordinary Course Professional;

     (b) the aggregate amounts paid as compensation for services
         rendered and reimbursement of expenses incurred by such
         Ordinary Course Professional during the previous 120
         days; and

     (c) a general description of the services rendered by each
         Ordinary Course Professional.

Mr. Sathy assures the Court that the Debtor will review the
statements of the Ordinary Course Professionals and determine
their reasonableness in accordance with pre-petition practices.

In order to ensure that each of the Ordinary Course
Professionals is disinterested and does not represent or hold
any interest adverse to the Debtor or its estate with respect to
the matter on which such professional is employed, Mr. Sathy
relates that the Debtor proposes that each Ordinary Course
Professional be required to file an affidavit of
disinterestedness with the Court.  Copies of this affidavit must
also be served to the Debtor, the Office of the United States
Trustee, counsel to any statutory creditors' committee appointed
in this chapter 11 case, and those parties who request notice
pursuant to Bankruptcy Rule 2002(g), prior to or contemporaneous
with the submission to the Debtor of invoices accompanying a
request for compensation, Mr. Sathy adds.

Mr. Sathy makes it clear that the Debtor will not make any
payment to any Ordinary Course Professional who has failed to
file an affidavit of disinterestedness.

According to Mr. Sathy, parties-in-interest may file objections
to the payments to Ordinary Course Professionals within 20 days
of service of the statement.  If an objection to fees and
expenses of Ordinary Course Professionals is filed by a party-
in-interest, Mr. Sathy explains, such fees and expenses will be
subject to review and approval by the Court pursuant to the
Bankruptcy Code.

"The Ordinary Course Professionals will not be directly involved
in the administration of this chapter 11 case," Mr. Sathy notes.
Rather, Mr. Sathy clarifies, the Ordinary Course Professionals
will provide services in connection with the Debtor's ongoing
business operations or services ordinarily provided by in-house
counsel to a corporation.

Mr. Sathy asserts that the uninterrupted services of the
Ordinary Course Professionals are vital to the Debtor's
continuing operations and its ultimate ability to reorganize.

Recognizing the reasonableness of the relief requested, Judge
Aug grants the Debtor's motion. (Chiquita Bankruptcy News, Issue
No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900)


COMDISCO: Resolves Dispute with DAS Devices & Related Parties
-------------------------------------------------------------
Comdisco, Inc., and its debtor-affiliates ask the Court for an
order approving the settlement of certain disputes with DAS
Devices, Inc., Applied Magnetics Corporation, and related
parties.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, tells the Court that the Debtors
want to enter into a Settlement Agreement and Mutual Release
with DAS Devises, Applied Magnetics, certain individuals who are
serving or have served as directors or officers of DAS Devices,
Applied Magnetics or Oryx Technology Corporation, an affiliate
of DAS Devices; Zurich-American Insurance Company, and Genesis
Insurance Company.

According to Mr. Butler, Applied Magnetics and DAS Devices were
customers of one of Comdisco's Leasing business units.
Particularly, Mr. Butler explains, Comdisco leased equipment to
Applied Magnetics pursuant to a master lease dated February 1981
and to DAS Devices pursuant to a master lease agreement dated
April 1997.

Two years ago, Mr. Butler relates, Applied Magnetics acquired
DAS Devices, which became a wholly owned subsidiary of Applied
Magnetics.  But DAS Devices failed to notify Comdisco of the
merger - as required under the DAS Lease, Mr. Butler notes.  "To
induce Comdisco not to terminate the lease and exercise its
remedies, Applied Magnetics agreed to assume DAS Devices'
liabilities under the DAS Lease," Mr. Butler informs Judge
Barliant.  At first, Mr. Butler says, Applied Magnetics
performed its obligations.  But a few months later, Mr. Butler
continues, Applied Magnetics defaulted on both the DAS Lease and
the Applied Lease.  "This prompted Comdisco to accelerate the
balance of rent due on both leases," Mr. Butler remarks.

With the issue unabated, Mr. Butler relates, Comdisco commenced
litigation against DAS Devices and Applied Magnetics in the
Superior Court for the State of California, County of Santa
Clara.  The Debtors alleged that before, during and after the
merger between Applied Magnetics and DAS Devices, Applied
Magnetics and DAS Devices defaulted under the terms of its
equipment lease.  In addition, Mr. Butler informs Judge
Barliant, the manner in which Applied Magnetics took possession
of DAS Devices' technology assets deprived DAS Devices'
creditors - including Comdisco - of the ability to seek recovery
against those assets.  Also, the Debtors asserted additional
claims against directors and officers of Applied Magnetics, DAS
Devices and Oryx Technology.

Mr. Butler relates that Applied Magnetics filed for bankruptcy
protection under Chapter 11 in January last year.  Accordingly,
Comdisco also filed a proof of claim asserting two claims:

     (a) $5,144,948 for contingent litigation claims asserted by
         Comdisco in the DAS/Applied Litigation; and

     (b) a claim in the amount of $10,161,844 for remaining rent
         due under the Applied Lease.

Recently, Mr. Butler continues, Applied Magnetics confirmed its
plan of reorganization and it went effective on November 15,
2001.  Under the plan, Mr. Butler explains, Applied Magnetics
has exited its former line of business and is entering the field
of research and design in micro-electromechanical systems
technology.  "All creditors of Applied are to receive
distributions of common stock in the new business in payment of
their claims," Mr. Butler says.

Mr. Butler relates that DAS is insured by a directors and
officers' liability policy issued by Zurich while Applied is
insured by a directors and officers' liability policy issued by
Genesis.  "The Individual Parties deny any liability to Comdisco
and Comdisco believes that it would be difficult to establish
liability against the Individual Parties," Mr. Butler notes.

To resolve the dispute, the parties entered into a Settlement
Agreement.  Under the Agreement, Mr. Butler relates, Comdisco
and each Individual Party have agreed to compromise and settle
completely all claims relating to or arising from the
Litigation.

Furthermore, Mr. Butler says, Comdisco has agreed to dismiss all
such claims with prejudice as to all Individual Parties for a
total cash payment to Comdisco of $165,000.  In consideration
for the dismissal by Comdisco of certain claims against DAS
Devices, Applied Magnetics and the Individual Parties in the
Litigation, Mr. Butler makes it clear that Zurich shall pay
$90,000 while Genesis shall pay $75,000 to Comdisco.  "These
payments constitute the full and final contribution of Zurich
and Genesis to the settlement of Comdisco's claims in the
Litigation," Mr. Butler emphasizes.  In return, Mr. Butler
informs Judge Barliant, Comdisco will release its claims against
DAS, the Individual Parties, Zurich, and Genesis.

Comdisco also releases its $5,144,948 claim in the Applied
bankruptcy case, according to Mr. Butler.  However, Mr. Butler
clarifies that Comdisco does not intend to release the
$10,161,844 claim or any other claim that Comdisco has asserted
or may assert in the Applied bankruptcy case that does not arise
from or relate to any claim settled by the Settlement Agreement.
Mr. Butler tells the Court that the Debtors expect to receive a
distribution in the allowed amount for this claim under the
Applied Plan.

Mr. Butler contends that the compromise is fair and reasonable
because it will immediately resolve the Litigation, which has
proven costly to the Debtors' estates.  If the Court won't
approve the Settlement Agreement, Mr. Butler fears that the
Litigation will drag on well into next year and continue to eat
up the Debtors' valuable time and resources.  Moreover, Mr.
Butler admits that it will be difficult to prevail in the
Litigation.  Even if the Debtors do prevail, Mr. Butler notes,
the Debtors may only receive a distribution under the Plan.

Mr. Butler tells the Court that the Debtors already took control
of and sold the leased equipment since they filed the
Litigation. "Therefore, their actual damages have been
minimized," Mr. Butler explains. (Comdisco Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 609/392-0900)


COVAD COMMS: Sets Dec. 31 Deadline for Filing Admin. Claims
-----------------------------------------------------------
Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young & Jones,
PC in Wilmington, Delaware, tells the Court that Covad
Communications Group, Inc., needs to know the nature and extent
of the administrative expenses against the estate so that it can
be in a position to pay those claims on the effective date of
its Plan or as soon thereafter as the administrative claim is
allowed.

By this motion, the Debtor seeks an order pursuant to section
105(a) of the Bankruptcy Code and Bankruptcy Rule 2002:

A. setting December 31, 2001 at 5:00 p.m. Eastern standard time
      as the deadline by which all parties asserting certain
      administrative expense claims that arose from August 15,
      2001 through November 30, 2001 must file a request for
      payment of the administrative expense and thirty days after
      the effective date of the Plan as the deadline by which all
      parties asserting certain administrative expense claims
      that arose from December 1, 2001 through the effective date
      of the Plan must file an Administrative Expense Request;

B. approving the notice of the Initial Deadline and the notice
      of the Second Deadline to be sent to all the Noticed
      Parties as fully and fairly describing the Deadlines, the
      significance of the Deadlines, and the necessary actions
      that holders of administrative expense claims must take to
      file an Administrative Expense Request and as being in all
      respects adequate;

C. approving as adequate and sufficient, the manner of service
      of the Notices by first class U.S. Mail; and

D. requiring all parties asserting such administrative expense
      claims arising during the Periods to file their
      Administrative Expense Request with Bankruptcy Services
      LLC, the Debtor's claims agent.

The Debtor requests that the requirement to file an
Administrative Expense Request by each of the applicable
Deadlines apply to each and every party asserting an
administrative expense claim against the Debtor or its estate
that arose during the Periods, whether the claim is held by a
governmental entity, taxing agency, or a trade creditor;
however, the Deadlines should not apply to claims of
professionals, or fees that may be owed to the United States
Trustee.

Further, the Debtor seeks an order that any person or entity,
other than a person or entity falling within the exceptions set
forth, who wishes to receive payment on any alleged
administrative expense arising during the Periods must file an
Administrative Expense Request with the Claims Agent on or
before the Initial Deadline or the Second Deadline, whichever is
applicable, and that any party who fails to do so shall be
forever barred from:

A. filing an Administrative Expense Request with respect to such
      expense,

B. asserting an administrative expense claim that arose during
      either the Periods against the Debtor and its estate,
      officers, directors, agents and property, and

C. participating in any distribution in the Debtor's chapter 11
      case on account of an administrative expense claim that
      arose during either of the Periods.

The Debtor proposes that the Initial Deadline Notice or the
Second Deadline Notice, as applicable, be served on all parties
with whom the Debtor has conducted business during the Initial
Period or the Second Period, as applicable; all counterparties
to executory contracts and unexpired leases and their counsel;
all parties required to be served; the indenture trustees; and
all taxing authorities for the jurisdictions in which the Debtor
does business by first class U.S. Mail.

The Debtor also proposes to serve the Initial Deadline Notice on
the Noticed Parties on or before December 6, 2001, which will
afford claimants approximately 25 days notice of the Initial
Deadline. The Debtor believes that the notice period will be
sufficient for the Debtor's potential administrative creditors
to file their Administrative Expense Requests.

Lastly, the Debtor proposes to serve the Second Deadline Notice
within 5 days after the order confirming the Plan is entered by
this Court, which would afford claimants approximately 25 days
notice of the Second Deadline. The Debtor asserts that the
notice period is sufficient to give claimants adequate time to
file an Administrative Expense Request. (Covad Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)


DRKOOP.COM INC: Plans to Liquidate Under Chapter 7
--------------------------------------------------
drkoop.com, Inc., doing business as Dr. Koop LifeCare
Corporation (OTCBB:KOOP.OB), announced it and its wholly-owned
subsidiary are ceasing operations and intend to file petitions
seeking relief under Chapter 7 of the United States Bankruptcy
Code. As the company previously reported in its last quarterly
report, the company needed additional debt or equity financing
in order to continue its operations. The company's efforts to
obtain additional financing and sell certain of its assets have
not been successful and the company's present financial
condition precludes it from meeting operating obligations
necessary to operate as a going concern. The company believes it
is in the best interest of its creditors and stockholders to
effectuate an orderly liquidation of the company's assets
through a Chapter 7 bankruptcy proceeding. Under Chapter 7, a
trustee will seek to liquidate the company's assets with the
proceeds applied to the claims of creditors of the company. The
company's stockholders are not expected to receive any proceeds
from the liquidation.


ENRON CORP: Wilmer Cutler is Counsel to Special Board Committee
---------------------------------------------------------------
The Securities and Exchange Commission had opened a formal
investigation of certain transactions between Enron Corporation
and entities connected to related parties.  To examine these
transactions, the Board of Directors of Enron Corporation
appointed a Special Committee of the Board.  This Special
Committee is also tasked to take appropriate actions, including
disciplinary actions and communicating with the Securities and
Exchange Commission and other government authorities.  The
Special Committee retained Wilmer, Cutler & Pickering as its
counsel for these purposes.

By this application, the Debtors seek the Court's authority to
employ Wilmer, Cutler & Pickering as special counsel to the
Board of Committee with respect to the Special Committee Matters
in these chapter 11 cases, effective as of the Petition Date.

Jeffrey McMahon, Executive Vice President and Chief Financial
Officer for Enron Corporation explains that the Committee
selected Wilmer Cutler because of the firm's reputation and
extensive experience and knowledge in securities law.  Another
compelling reason is the fact that Wilmer Cutler has become
familiar with the factual and legal issues relevant to the
Special Committee Matters, Mr. McMahon tells the Court.

The firm also currently represents Enron Power Marketing, Inc.,
a debtor in these bankruptcy cases, in a challenge to an order
of the Federal Energy Regulatory Commission regarding
discrimination in the pricing of the transmission of electricity
before the United States Supreme Court.

Subject to the Court's approval, the Debtors propose to employ
Wilmer Cutler to:

   (i) represent the Special Committee as its special counsel in
       connection with the Special Committee Matters during the
       Debtors' chapter 11 cases;

  (ii) represent Enron Power Marketing in connection with the
       pending Supreme Court case; and

(iii) provide such other services and advice to the Debtors as
       Weil, Gotshal & Manges LLP - general bankruptcy counsel to
       the Debtors, may request from time to time, including
       services and advice with respect to application of
       securities laws to the Debtors.

In exchange for these services, the firm will charge the Debtors
for its fees and expenses.  Wilmer Cutler's current hourly rates
range from:

               partners             $375 to $650
               counsel              $340 to $465
               associates           $195 to $335
               paraprofessionals     $80 to $185

These rates are adjusted from time to time, typically effective
on January 1 of each year.  The firm also charges for
reimbursement of out-of-pocket expenses including secretarial
overtime, travel, copying, faxing, document processing, court
fees, transcript fees, long distance phone calls, postage,
messengers, overtime meals, and transportation.

Mr. McMahon notes that the hourly rates and disbursement
policies Wilmer Cutler charges and implements on a daily basis
are reasonable.

The Debtors have paid Wilmer Cutler for professional services
performed in connection with the Enron Power Marketing case, and
for the Special Committee, as well as reimbursed the firm's
related expenses.  Any advance retained held by Wilmer Cutler as
of the Petition Date will be applied to its post-petition
services as such allowances may be granted by the Court, Mr.
McMahon clarifies.

In addition, Mr. McMahon informs Judge Gonzalez that the Wilmer
Cutler partners who will be performing services for the Debtors
- William R. McLucas, Charles E. Davidow and Joseph K. Brenner -
are members in good standing of the Court in which they are
admitted to practice.

William R. McLucas, a partner of the firm, assures the Court
that Wilmer Cutler and its employees do not have any connection
with, or any interest adverse to, the Special Committee, the
Debtors, their estates, their creditors, or any other party-in-
interest - as otherwise disclosed.

McLucas asserts that the firm is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code.

Judge Gonzalez grants the Debtors' application on an interim
basis.  The Final Hearing will be held on January 7, 2002 at
2:00 p.m. to consider the entry of a Final Order on the
application. (Enron Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EXODUS COMMS: Two Utilities Seek $1.5 Million Cash Deposits
-----------------------------------------------------------
Virginia Electric And Power Company, d/b/a Dominion Virginia
Power and Public Service Electric And Gas Company, move the
Court to make a determination regarding adequate assurance of
payment from Exodus Communications, Inc., and its debtor-
affiliates.

John D. Demmy, Esq., at Stevens and Lee P.C. in Wilmington,
Delaware, relates that upon learning of the Debtors' filing,
Virginia Power, made a request upon the Debtors for adequate
assurance of payment but the Debtors did not respond to the
foregoing letter. Public Service also sent the Debtors letters
dated October 18, 2001 seeking adequate assurance of payment.

Mr. Demmy tells the Court that the Debtors have not responded to
the foregoing correspondence and have failed to tender payment
to the Utilities for their post-petition bills, several of which
are currently past due. Based on the foregoing, the Utilities,
sent Debtors' counsel a letter, via telecopy, on November 26,
2001 that informed Debtors' counsel of the post-petition
defaults and provided the Debtors with the opportunity to
address and/or pay the foregoing past due bills. Mr. Demmy
relates that Debtors' counsel's only response to the foregoing
letter was a voice mail message that was left in the evening of
November 27, 2001 that stated, among other things, that the
Debtors intend to pay their bills.

The estimated losses and the post-petition deposit requests of
the Utilities are:

                  Post-petition   Pre-petition     Deposit
                      Account        Account     Requirement
                  -------------   ------------   -----------
Public Service   $663,055.00     $621,910.05    $595,130
Virginia Power   $237,316.60     $389,740.55    $919,827

Mr. Demmy informs the Court that the Utilities are seeking post-
petition security from the Debtors because:

A. The Debtors history of losses, which are expected to continue
      post-petition;

B. The Debtors failure to timely tender payment for post-
      petition invoices;

C. The Debtors poor pre-petition payment history; and

D. The uncertainty regarding the Debtors ability to reorganize.

With respect to Virginia Power they maintained security on the
Debtors' pre-petition accounts and had sought additional
security prior to the filing that the Debtors failed to pay.
Accordingly, Virginia Power seeks to secure its post-petition
accounts as it had secured and attempted to secure its pre-
petition accounts. (Exodus Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Proposes De Minimis Assets Sale Procedures
---------------------------------------------------------
Prior to the Petition Date, Federal-Mogul Corporation, and its
debtor-affiliates routinely and in the ordinary course of
business sold or otherwise transferred assets that did not
relate to the operation of their core business units, that were
underperforming or that had little or no value to their business
operations. As the Debtors continue to reorganize and identify
their non-performing or under-performing assets that are not a
part of the Debtors' strategic plan, the amount of assets the
Debtors will need to sell or otherwise transfer may increase
during the pendency of the chapter 11 cases. The Debtors believe
that many of these sales will involve non-core assets of a
relatively de minimis value compared to the Debtors total asset
base.

Likewise, prior to the Petition Date, the Debtors routinely and
in the ordinary course of business sold or otherwise transferred
various equipment and properties to affiliated entities at fair
market value in order to expand business opportunities or more
fully utilize the value of such equipment or properties.
Although the Debtors believe that these types of transactions
constitute ordinary course transactions for which court
authorization is not required, out of an abundance of caution,
the Debtors are seeking Court authority to continue to sell or
otherwise transfer these assets pursuant to the procedures
described herein.

Requiring Court approval of each such miscellaneous asset sale
or transfer would be administratively burdensome to the Court
and costly for the Debtors' estates, especially in light of the
small size of the assets involved in these transactions. In
certain cases, the costs and delays associated with seeking
individual Court approval of a sale would substantially
undermine the economic benefits of the transaction. Accordingly,
in an effort to minimize burdens and expenses and to maximize
the value of the Debtors' estates, the Debtors, by this Motion,
seek the Court's authority to implement a procedure to
effectuate sales, leases or subleases, sale and leasebacks,
assignments, conveyances, transfers or other disposition to, or
any exchange of property with, any person or entity in one
transaction or a series of transactions of assets with a fair
market value of no more than:

A. $5,000,000, in the case of a Sale to an entity that is not
    affiliated with the Debtors, or

B. $10,000,000, in the case of a Sale among debtor or non-debtor
    affiliates of the Debtors.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young & Jones,
P.C. in Wilmington, Delaware, assures the Court that all relief
requested herein and any sales proposed pursuant to the Motion
shall be subject in all respects to the terms and conditions of
the proposed DIP Facility 3 and any order of this Court
approving thereof; and prior consent of the Administrators, in
the case of a Sale involving the assets of an English Debtor. In
each Sale, the Debtors will sell all De Minimis Assets free and
clear of all liens, claims, interests and encumbrances, if any,
without further order of the Court and with all valid Liens
transferring and attaching to the net proceeds of the Sale(s).
For purposes of determining whether the Sale Procedures apply to
a proposed Sale, the Debtors propose that the De Minimis Value
of the subject De Minimis Asset(s) shall be the dollar amount,
including the amount of any assumed liabilities, of the Original
Offer for each such asset(s), provided, that the parties in
interest shall in good faith refrain from structuring
transactions solely to cause a Sale to fall within or outside of
the Sales Procedures.

The Debtors propose these procedures for each Sale of a De
Minimis Asset:

A. The Debtors will provide notice to the following parties of a
      proposed Sale once the Debtors have secured a buyer for one
      or more of the De Minimis Assets held by the Debtors that
      offers an amount, including the amount of any assumed
      liabilities, in excess of $1,000,000:

        a. the United States Trustee;

        b. counsel to the DIP Lender;

        c. counsel to The Chase Manhattan Bank, as agent for the
           Debtors' pre-petition lenders;

        d. counsel to each of the Committees; and

        e. any creditors known by the Debtors to be asserting a
           Lien on any of the De Minimis Asset(s) to be sold.

B. The Debtors shall be authorized to proceed with a Sale of De
      Minimis Assets for consideration less than or equal to the
      Floor Value without providing any notice to interested
      parties and without the need to seek further approval of
      the Court, so long as:

        a. such a Sale is consistent with the terms of the
           proposed DIP Facility and any order of this Court
           approving thereof, and

        b. in the case of a Sale involving the assets of an
           English Debtor, the Administrators have consented to
           such a Sale;

C. Any Notice of a proposed Sale shall set forth in reasonable
      detail a description of the De Minimis Asset(s) to be sold,
      the marketing efforts undertaken to sell the De Minimis
      Asset(s), the proposed sale price of each such De Minimis
      Asset and the basis for the Debtors' conclusion that the
      proposed Sale is in the best interests of their estates;

D. Any Original Offer for the Sale of De Minimis Asset(s) shall
      be subject to a bid by those prepetition secured creditors
      of the Debtors, if any, holding an undisputed Lien on the
      De Minimis Asset(s) being sold. Any such Alternative Offer
      must be received by the Debtors' counsel and the Sale
      Notice Parties within 3 days after transmittal of the
      Notice by facsimile by the Debtors to the Sale Notice
      Parties or within 7 days after mailing of the Notice by the
      Debtors to the Sale Notice Parties; provided, that any such
      Alternative Offer must materially exceed the dollar amount
      of the Original Offer and must contain terms that are
      otherwise equivalent or superior to the terms of the
      Original Offer, including the proposed date of closing;

E. A Sale Notice Party may object to an Original Offer or an
      Alternative Offer, as the case may be, by making such
      objection in writing and serving the same on the other Sale
      Notice Parties and on the Debtors' counsel within 10
      business days of the transmittal of the Notice of such
      Original Offer or Alternative Offer, as the case may be;

F. If, with respect to each proposed Sale, none of the Sale
      Notice Parties object to the Original Offer in accordance
      with the Sale Procedures set forth herein and if no
      Alternative Offer(s) are received by the Debtors in
      accordance with the Sale Procedures, then the Debtors shall
      be authorized to proceed with such Sale without the need to
      seek further approval of the Court, so long as:

      a. such a Sale is consistent with the terms of the proposed
         DIP Facility and any order of this Court approving
         thereof, and

      b. in the case of a Sale involving the assets of an English
         Debtor, the Administrators have consented to such a
         Sale;

G. If the Debtors receive any Alternative Offer(s) and if no
      Sale Notice Party objects to such Alternative Offer in
      accordance with the Sale Procedures set forth herein, the
      Debtors shall be authorized to proceed with the Sale with
      the Alternative Bidder without further order of the Court;

H. If any of the Sale Notice Parties object to any Original
      Offer within 10 business days of the Debtors' transmittal
      of the Notice of such proposed Sale, or if any of the Sale
      Notice Parties objects to any Alternative Offer(s) within
      10 business days of the Alternative Bidder's transmittal of
      the Alternative Offer, the Sale of the De Minimis Asset(s)
      shall not proceed except upon resolution of the objection
      by the parties in question or further order of the Court
      after a hearing; and

I. Any proposed sale of assets for consideration exceeding the
      De Minimis Value will be authorized only upon a separate
      order of this Court after notice and after an opportunity
      for a hearing.

The Debtors anticipate selling various De Minimis Assets to:

A. third parties during the course of these chapter 11 cases
      because such De Minimis Assets may no longer be necessary
      for the operation of their businesses or their
      rehabilitation efforts, and

B. to affiliates of the Debtors in order to maximize the value
      of such De Minimis Assets in accordance with the Debtors'
      overall business plans.

Ms. Jones informs the Court that these De Minimis Assets may
include improved and unimproved real estate, fixtures and excess
or obsolete equipment. Given the monetary value of such De
Minimis Assets in relation to the magnitude of the Debtors'
overall operations, it would not be an efficient use of
resources to seek Court approval each time the Debtors have an
opportunity to sell such assets. Ms. Jones points out that the
Sale Procedures will also defray any carrying, maintenance,
storage or additional costs the Debtors may incur which are
associated with the De Minimis Assets. Additionally, the Debtors
believe that the Sale Procedures are consistent with the terms
of the proposed DIP Facility and that the lenders thereunder
will consent to the Sales Procedures.

                        Wells Fargo Objects

While the Indenture Trustee agrees that an Order allowing the
Debtors to sell de minimis assets without further Court approval
will relieve the estate of a substantial administrative burden,
the Indenture Trustee believes that it should be included in the
Debtors' proposed procedures as one of the Sale Notice Parties.

William E. Chipman, Esq., at Greenberg & Traurig LLP in
Wilmington, Delaware, informs the Court that the Indenture
Trustee represents holders of approximately $1,930,000,000 in
public bond debt, representing over 40% of the total balance
sheet liabilities of the Debtors. Indeed, the dollar interests
represented by the Indenture Trustee almost mirror those of the
pre-petition Bank lenders, one of the Sale Notice Parties, which
hold approximately $1,980,000,000 in debt. Mr. Chipman submits
that the Indenture Trustee represents a significant constituency
in this case and as such should be afforded the same opportunity
to examine the proposed "de minimis" transactions as is afforded
to other significant constituencies. The Debtors should not be
permitted to receive the substantial benefits of Section 363 of
the Bankruptcy Code without giving the Indenture Trustee, as
representative of one of the Debtors' largest creditor
constituencies, the same opportunity to review such transactions
as are afforded to others.

               Unsecured Creditors Committee Objects

Eric M. Sutty, Esq., at The Bayard Frim in Wilmington, Delaware,
tells the Court that the Committee supports the establishment of
procedures for sales of the de minimis assets but has three
objections to the terms, namely:

A. The $1,000,000 threshold for any notice is unreasonably high
      and should be revised downward to $500,000. Properties of
      the estate valued at above $500,000 are significant assets,
      the sales of which warrant the review of interested
      parties.

B. Without regard to any value threshold, notice should be given
      to those creditors asserting valid liens on the assets in
      question.

C. Without regard to any value threshold, the Debtors should
      provide the Committee with a monthly report on such sales.
      (Federal-Mogul Bankruptcy News, Issue No. 8; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)


GALEY & LORD: Net Loss Nearly Doubles to $70MM in FY 2001
---------------------------------------------------------
Net sales of Galey & Lord Inc., for fiscal 2001, were $850.0
million as compared to $957.8 million for fiscal 2000. The
$107.8 million decrease in net sales primarily resulted from
decreased sales volume due to the Erwin, North Carolina facility
closure and poor retail environment and lower selling prices.

                     Galey & Lord Apparel

Galey & Lord Apparel's net sales for fiscal 2001 were $402.0
million, a $57.4 million decrease over fiscal 2000 net sales of
$459.4 million. The net sales decrease is primarily attributable
to a 10% decline in fabric sales volume due to the difficult
domestic retail environment during the period and an 8% decline
in unit sales of garment packages principally as a result of the
discontinuation in September 2001 of the Company's garment
making operations in Mexico announced as part of the Fiscal 2001
Cost Reduction and Loss Avoidance Initiatives. Average selling
prices, inclusive of product mix changes, declined approximately
3.8%.

                          Swift Denim

Swift's net sales for fiscal 2001 were $299.1 million as
compared to $348.6 million in fiscal 2000. The $49.5 million
decrease in net sales is primarily due to a 19% decrease in
volume and a 0.4% decline in selling prices, partially offset by
improvements in product mix. The volume decrease is primarily
due to the reduction in manufacturing capacity resulting from
the closure of the Erwin, North Carolina facility in December
2000.

                     Klopman International

Klopman's net sales for fiscal 2001 were $135.4 million, a $6.5
million increase compared to fiscal 2000's net sales of $128.9
million. The net sales increase is primarily a result of a 15%
increase in sales volume, partially offset by changes in product
mix and a 3% decrease in selling prices. The decline in the
value of the Euro against the U.S. dollar in fiscal 2001 over
fiscal 2000 negatively impacted net sales by approximately 8%.

                     Home Fashion Fabrics

Net sales for Home Fashion Fabrics for fiscal 2001 were $13.5
million compared to $20.9 million in fiscal 2000. The $7.4
million decline in net sales has principally resulted from
changes in product mix and a 4% decline in average selling
prices, partially offset by an 8% increase in volume.

                        Operating Loss

The Company reported an operating loss of $28.7 million for
fiscal 2001 compared to an operating income of $1.0 million in
fiscal 2000. Excluding the charges related to the Fiscal 2001
Cost Reduction and Loss Avoidance Initiatives* and run-out costs
related to the Fiscal 2000 Strategic Initiatives, fiscal 2001
operating income would have been $51.0 million. Excluding the
charges related to the Fiscal 2000 Strategic Initiatives, fiscal
2000 operating income would have been $64.7 million.

   Galey & Lord Apparel

Galey & Lord Apparel's operating loss for fiscal 2001 was $12.8
million as compared to an operating income of $25.9 million for
fiscal 2000. Excluding the costs related to the Fiscal 2001 Cost
Reduction and Loss Avoidance Initiatives and Fiscal 2000
Strategic Initiatives, Galey & Lord Apparel's fiscal 2001 and
fiscal 2000 operating income would have been $22.5 million and
$37.3 million, respectively. The operating income decrease,
excluding the Fiscal 2001 Cost Reduction and Loss Avoidance
Initiatives and Fiscal 2000 Strategic Initiatives, principally
reflects lower selling prices, reduced sales and manufacturing
volume and change in product mix. Operating income decreases
were partially offset by a $3.5 million improvement in the
Company's garment production facilities in Mexico prior to
closure in September 2001.

In addition, during fiscal 2000 the Company received a $1.9
million recovery from the arbitration settlement of a claim with
a supplier. The claim resulted from the delivery of defective
chemicals which rendered inventory produced unsuitable for the
intended customer's use.

                          Swift Denim

Swift's operating income for fiscal 2001 was $16.4 million
compared to a fiscal 2000 operating loss of $33.6 million.
Excluding the run-out costs related to the Fiscal 2000 Strategic
Initiatives, Swift's fiscal 2001 operating income would have
been $23.1 million. Excluding the costs related to the Fiscal
2000 Strategic Initiatives, Swift's fiscal 2000 operating income
would have been $18.0 million. The increase in Swift's operating
income, excluding the Fiscal 2000 Strategic Initiatives,
principally reflects positive changes in product mix and
improvement in raw material costs, partially offset by the
impact of lower sales volume and selling prices.

                     Klopman International

Klopman's operating income in fiscal 2001 was $11.0 million as
compared to $11.2 million in fiscal 2000. Excluding the costs
related to the Fiscal 2000 Strategic Initiatives, Klopman's
fiscal 2000 operating income would have been $11.9 million. The
operating income decrease, excluding the Fiscal 2000 Strategic
Initiatives, principally reflects a $6.4 million decline related
to changes in product mix and lower selling prices, partially
offset by higher volume. In addition, Klopman's results were
negatively impacted by $0.9 million of foreign currency
translation due to the weakness of the Euro to the U.S. Dollar.

                     Home Fashion Fabrics

Home Fashion Fabrics reported an operating loss for fiscal 2001
of $41.8 million as compared to an operating loss for fiscal
2000 of $2.2 million. Excluding the costs related to the Fiscal
2001 Strategic Initiatives, Home Fashion Fabrics' fiscal 2001
operating loss would have been $4.5 million. The increase in
operating loss was principally due to lower selling prices,
volume and changes in product mix.

                Income from Associated Companies

Income from associated companies was $8.7 million in fiscal 2001
as compared to $6.3 million in fiscal 2000. The income
represents amounts from several joint venture interests that
manufacture and sell denim products.

The Company reported a net loss for fiscal 2001 of $70.1 million
compared to a net loss for fiscal 2000 of $38.3 million.
Excluding the costs related to the Fiscal 2001 Cost Reduction
and Loss Avoidance Initiatives and Fiscal 2000 Strategic
Initiatives, the Company's net loss for fiscal 2001 would have
been $0.4 million. Excluding the Fiscal 2000 Strategic
Initiatives, the Company's net income for fiscal 2000 would have
been $3.2 million.

* Fiscal 2001 Cost Reduction and Loss Avoidance Initiatives

      Throughout fiscal 2001, the Company has continued to
operate in a very difficult business environment which resulted
in the July 2001 announcement of certain actions (the "Fiscal
2001 Cost Reduction and Loss Avoidance Initiatives"). The
Company's goal in taking these actions is future loss avoidance,
cost reduction, production capacity rationalization and
increased cash flow. The principal manufacturing initiatives
include:

         (1)  Discontinuation of G&L Service Company, the
Company's garment making operations in Mexico, which includes
the closure of the Dimmit facilities in Piedras Negras, Mexico,
the Alta Loma facilities in Monclova, Mexico and the Eagle Pass
Warehouse in Eagle Pass, Texas.

         (2)  Consolidation of its greige fabrics operations
which includes the closure of its Asheboro, North Carolina
weaving facility and Caroleen, North Carolina spinning facility.

      In addition to the principal manufacturing initiatives
above, the Company also provided for the reduction of
approximately 5% of its salaried overhead employees.

      In the fourth quarter of fiscal 2001, the Company recorded
$63.4 million before taxes of plant closing and impairment
charges and $4.9 million before taxes of losses related to
completing garment customer orders all related to the Fiscal
2001 Cost Reduction and Loss Avoidance Initiatives. The
components of the plant closing and impairment charges included
$30.4 million for goodwill impairments, $20.3 million for fixed
asset impairments, $7.5 million for severance expense and $5.2
million for the write-off of leases and other exit costs.
Approximately 3,300 Mexican employees and 500 U.S. employees
were terminated as a result of the initiatives. All production
at the affected facilities ceased in early September 2001 by
which time substantially all the affected employees were
terminated. The Company expects that the sale of real estate and
equipment in connection with the Fiscal 2001 Cost Reduction and
Loss Avoidance Initiatives could take 12 months or longer to
complete.

Galey & Lord is a leading global manufacturer of textiles for
sportswear, including cotton casuals, denim, and corduroy, as
well as a major international manufacturer of workwear fabrics.
The company also manufactures print and dyed fabrics for the
home fashion market. * Levi Strauss accounts for 22% of sales.
Citicorp Venture Capital owns 47% of Galey & Lord; CEO Arthur
Wiener owns about 9%.

In November, Standard & Poor's placed its single-'B' corporate
credit and senior secured bank loan ratings, as well as its
triple-'C'-plus subordinated debt rating, for Galey & Lord Inc.
on CreditWatch with negative implications.

The CreditWatch placement follows Galey & Lord's announcement of
weaker-than-expected operating results and related credit
protection measures, the continued difficult operating
environment, particularly the slowness at retail, and the firm's
engagement of financial advisors to evaluate strategic
alternatives. The company's denim business was also adversely
affected by volume pressures.

According to DebtTraders, Galey & Lord Inc.'s 9.125% bonds due
2008 (GNL1) trade between 19 and 21. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GNL1for
real-time bond pricing.


GB HOLDINGS: Wants to Extend Removal Period through Feb. 28
-----------------------------------------------------------
To afford them to make fully informed decisions, GB Holdings
Liquidation, Inc. formerly known as Golden Books Family
Entertainment, Inc. asks the U.S. Bankruptcy Court for the
District of Delaware to extend the period within which it may
remove actions and file notices of those related procveedings
through February 28, 2002.

The Debtors submit that their attention has been focused
primarily on prosecuting and consuming the sale of substantially
all of their assets, they have not had a full opportunity to
investigate their involvement in the Pre-Petition Actions.

A hearing on the motion will be held on December 19, 2001 before
Judge Roderick McKelvie of the District of Delaware.

Golden Books Family Entertainment, one of the largest children's
books publishers in the U.S., filed for chapter 11 protection on
June 4, 2001 in the U.S. Bankruptcy Court for the District of
Delaware.  Curtis J. Crowther, Esq., at White & Williams,
represents the Debtors in their restructuring efforts.  As of
March 31, 2001, the company had $156,135,000 in assets and
$215,533 in debt.


HAYES LEMMERZ: Will Be Honoring Prepetition Customer Obligations
----------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
sought and obtained an order authorizing them to honor certain
pre-petition obligations to customers and to continue rebate
and/or retroactive price adjustments and other customer programs
on a post-petition basis.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP in
Wilmington, Delaware, believes that most of the amounts to be
paid with regard to the Customer Practices will arise post-
petition and, therefore, will be entitled to administrative
expense priority. Nevertheless, because certain of the Customer
Practices may give rise to post-petition payment obligations
from pre-petition practices, the Debtors are also seeking
authority to make such payments in the ordinary course. The
Debtors estimate that pre-petition obligations related to
Customer Practices as of the Petition Date will total
approximately $6,000,000.  Mr. Chehi contends that all of the
estimated costs will be incurred by the Debtors in the form of
retroactive price adjustments and credit obligations.
Accordingly, the Debtors submit that the cash outlay required to
continue the Customer Practices post-petition is exceedingly
modest given the scope of these cases.

In the Debtors' business judgment, the uninterrupted maintenance
of their Customer Practices is essential to attracting new
customers and maintaining existing customer satisfaction. Mr.
Chehi explains that the markets for certain of the Debtors'
products are highly competitive, and the Debtors' Customer
Practices are integral to the Debtors' ability to induce
customers to purchase certain of the Debtors' products.
Discontinuation of the Customer Practices would thus disrupt
business operations, generate adverse publicity and undermine
the Debtors' relationship with their customers.

In the ordinary course of their business, the Debtors engaged in
certain practices such as warranties, rebates, alleged defective
return policies, and other similar programs, practices and
commitments directed at customers. Mr. Chehi submits that the
common goals of the Customer Practices have been to meet
competitive pressures, ensure customer satisfaction, and
generate goodwill for the Debtors, thereby retaining current
customers, attracting new ones, and ultimately enhancing net
revenue. Approximately 95% of the Debtors' sales are
attributable to Original Equipment (OE) customers in the
automotive and commercial highway vehicle market. Mr. Chehi
states that the Debtors' remaining customers are in the
aftermarket segment of the automotive and commercial highway
vehicle market. The Debtors believe that Customer Practices in
the Aftermarket segment are negligible. The general descriptions
and examples of the Customer Practices engaged in by the Debtors
in the OE segments are:

A. Rebates and/or Retroactive Price Adjustments - The Debtors
    offer rebates and retroactive price adjustments to certain
    OE customers of 1-5% of a given customer's net purchases,
    with the rebate and/or retroactive price adjustment amount
    increasing as the volume purchased increases. The rebates
    and/or retroactive price adjustments are generally paid to
    the OE customers on a continuous basis based on
    negotiations that occur throughout the year. Rebates and/or
    retroactive price adjustments are common in the Debtors'
    industry and are essential tools for acquiring and
    maintaining sales. The Debtors' failure to honor the
    rebates and/or retroactive price adjustments payable to
    their OE customers would lead to significant erosion of the
    Debtors' customer base, limit the Debtors' ability to
    acquire new business and significantly impair the Debtors'
    ability to reorganize.

B. Other Programs - The Debtors' products are subject to
    rigorous inspections at each of the Debtors' plants as well
    as at the customer's site and as a result, have few OE
    customer claims arising from defective products. The Debtors
    estimate that the cost of continuing their warranty
    obligations with respect to OE customers is negligible.
    Additionally, at any one time there are a number of
    customer requests for credit relating to invoice price
    queries, short shipments, picking errors, input errors,
    customer errors, etc. Based on a typical claims-in-progress
    situation, the Debtors estimate that at any given time
    there is a liability of approximately $1,000,000 in this
    category. (Hayes Lemmerz Bankruptcy News, Issue No. 2;
    Bankruptcy Creditors' Service, Inc., 609/392-0900)


HORIZON PCS: S&P Junks $175MM Notes Over Feeble Financials
----------------------------------------------------------
Standard & Poor's assigned its triple-'C' rating to Horizon PCS
Inc.'s $175 million senior unsecured notes due 2011. At the same
time, Standard & Poor's affirmed its single-'B'-minus corporate
credit, single-'B'-minus senior secured bank loan, and triple-
'C' senior unsecured debt ratings on the company. The outlook is
stable.

Proceeds from the notes will be used to fund a two-year interest
reserve escrow account, to expand the coverage in its service
territory by 1 million population equivalents (pops), and to
open additional 10 stores and to expand its territory and/or its
network.

Horizon is an affiliate of national carrier Sprint PCS. Its
service area covers 10.2 million pops in portions of 12
contiguous states located between Sprint PCS's Chicago, New
York, and Raleigh/Durham markets, and connects or is adjacent to
15 major Sprint PCS markets that have a total population of more
than 59 million. On September 30 2001, the company had 146,641
subscribers.

The ratings on Horizon reflect the company's limited operating
history, its weak financials over the intermediate term, and
fierce competition in the wireless industry. These factors are
somewhat offset by the prefunding of the company's business
plan, the benefits derived from its relationship with Sprint
PCS, and the favorable growth prospects for Sprint PCS
affiliates.

Horizon is highly leveraged, with total pro forma debt of about
$377.7 million and debt per subscriber at a high $2,576 on
September 30, 2001. However, this amount is expected to decrease
rapidly, as the subscriber base grows. Horizon is not expected
to generate positive cash flow until 2003 and fully cover total
interest expenses until 2005.

Gross margin has been negatively affected by high variable
network costs, caused by higher-than-expected minutes of use.
High off-network traffic boosted long distance and outbound
roaming costs. In addition, higher-than-expected minutes of use
in 32% of Horizon's services territory, where Horizon uses the
network of NTELOS in exchange for a payment of per-minute use
wholesale charge, boosted the company's network costs. Despite
good results in selling, general, and administrative expenses,
which is driven mostly by a relatively low cost per gross
addition (CPGA), the company's EBITDA losses have been greater
than expected in 2001. Nonetheless, Standard & Poor's expects
that cash flow performance should improve in 2002 due to the
recent renegotiation of per minute rates under the wholesale
agreement; the decline of the reciprocal roaming rate for Sprint
PCS and its affiliates to 10 cents by January 2002 from 20 cents
in July 2001; the expansion of the company's coverage which is
expected to improve the outbound to inbound ratio; and
continuing growth of its subscriber base.

The ratings on Horizon also benefit from its healthy operating
metrics.  Despite competitive pressures from larger, better
capitalized wireless carriers, the company has been adding
subscribers at a fast pace while maintaining relatively low
churn rate, which was 2.1% in the last two consecutive quarters.
However, churn exposure is expected to increase as Horizon adds
more volatile ASL subscribers to its base and the vast majority
of its customers (which were acquired in the last three
quarters) reaches its one-year contract anniversary. The
company's monthly average revenue per subscriber (ARPU), in the
mid-$50 area, has been above Standard & Poor's expectations. As
penetration increases, basic ARPU is expected to decline
slightly, but should remain above the industry average.

Horizon also benefits from its affiliate agreements with Sprint
PCS, which give the company the exclusive right to provide PCS
services under the Sprint PCS brand name in its service area. In
addition, the affiliate agreements give Horizon the right to
receive roaming revenues from Sprint PCS's contiguous markets,
use Sprint PCS's distribution channels, obtain Sprint PCS
volume-based pricing from vendors, and access Sprint PCS's back-
office operations for a negotiated price.

                        Outlook: Stable

While cash flow performance was below Standard & Poor's
expectations, EBITDA loss is expected to significantly decline
in 2002. Financial flexibility derives from a fully funded
business plan.


INTEGRATED HEALTH: Seeks Okay of Rotech Solicitation Procedures
---------------------------------------------------------------
Pursuant to sections 105, 1126, and 1128 of the Bankruptcy Code,
Bankruptcy Rules 2002, 3017, 3018, and 3020 and Local Rules
3017-1 and 9013-1, Integrated Health Services, Inc., and its
debtor-affiliates seek an order:

(A) establishing the record date for purposes of determining
which creditors are entitled to vote on the Rotech Plan, to be
the date on which an order approving this Motion is signed as
(the hearing on this motion is scheduled to be on December 20,
2001 at 10:30 a.m., the same as that for the Disclosure
Statement hearing);

(B) establishing notice and objection procedures for
confirmation of the Rotech Plan, including scheduling the
Confirmation Hearing for February 13, 2002 and a deadline for
confirmation objections at 4:00 p.m. Eastern Time on January 30,
2002;

(C) approving the Solicitation Packages and procedures for
distribution;

(D) approving the forms of ballots and establishing procedures
for voting on the Rotech Plan, including a Voting Deadline of
January 30, 2001 5:00 p.m. Pacific Time; and

(E) authorizing the retention of Poorman-Douglas Corporation as
voting agent.

                Notice of the Confirmation Hearing

Bankruptcy Rule 2002(b) and (d) require not less than 25 days'
notice to all creditors and equity security holders of the time
fixed for filing objections and the hearing to consider
confirmation of a chapter 11 plan. In accordance with Bankruptcy
Rules 2002 and 3017(d), the Rotech Debtors propose to provide to
all creditors, simultaneously with the distribution of the
Solicitation Packages, a copy of the Confirmation Hearing
Notice, setting forth (i) the Voting Deadline, (ii) deadline for
confirmation objections, and (iii) the time, date, and place for
the Confirmation Hearing.

The Rotech Debtors also propose to publish the Confirmation
Hearing Notice, not less than 25 days before the Confirmation
Hearing, in the national editions of The Wall Street Journal and
The New York Times, and the local editions of The Miami Herald
and The Orlando Sentinel.

                Procedures for Confirmation Objections

The Rotech Debtors request that the Court direct that objections
or proposed modifications, if any, to confirmation of the Rotech
Plan must (i) be in writing, (ii) state the name and address of
the objecting party and the amount and nature of the claim or
interest of such party, (iii) state with particularity the basis
and nature of any objection or proposed modification, and (iv)
be filed, together with proof of service, with the Court and
served so that they are received no later than 4:00 p.m. Eastern
Time, on January 30, 2002 (which is 14 days prior to the
requested date of the Confirmation Hearing) by:

      (a) the Clerk of the Court,
      (b) attorneys for the Rotech Debtors,
      (c) attorneys for the Senior Lenders,
      (d) attorneys for the debtor in possession lenders (DIP
          Lenders),
      (e) attorneys for the Creditors' Committee, and
      (f) the Office of the United States Trustee.

Pursuant to Local Rule 9006-1(d), reply papers may not be filed
unless otherwise ordered by the Court. The Rotech Debtors submit
that it will assist the Court and may expedite the Confirmation
Hearing if the Rotech Debtors, the Senior Lenders and the
Creditors' Committee are authorized to file replies to
objections, if any. Accordingly, the Rotech Debtors request
that, pursuant to Bankruptcy Rule 3020, such parties be
authorized to serve replies to any such objections no later than
February 8, 2002 (which is 5 days prior to the requested date of
the Confirmation Hearing).

           Distribution of Solicitation Packages

In accordance with Bankruptcy Rule 3017(d), the Rotech Debtors
propose to mail or cause to be mailed Solicitation Packages
containing (i) the Order approving this motion and the
Disclosure Statement, (ii) the Confirmation Hearing Notice, and
(iii) the approved form of the Disclosure Statement, no later
than January 1, 2002 (the Solicitation Date) to all Rotech
creditors and parties-in-interest.

The Rotech Debtors propose to exclude from the Solicitation
Packages the Rotech Plan Supplement, but to serve a copy of this
on counsel for the Senior Lenders, counsel for the DIP Lenders,
counsel for the Creditors' Committee, the United States Trustee,
the SEC, the IRS, the DOJ, and the Pension Benefit Guaranty
Corporation (the PBGC).

In addition, the Rotech Debtors propose to include the Ballot in
the Solicitation Packages to holders of claims in classes
entitled to vote to accept or reject the Rotech Plan but not in
the Solicitation Packages to creditors within a class that is
deemed to accept or reject the Rotech Plan. Instead, the
Solicitation Packages for such holders of claims and equity
interests will include a Notice of Non-Voting Status.

The Rotech Debtors request that the Court determine that they
are not required to distribute copies of the Rotech Plan and
Disclosure Statement to any holder of an unimpaired claim unless
otherwise requested in writing.

The Rotech Debtors propose not to send Solicitation Packages to
creditors whose claims are based solely on amounts scheduled by
the Rotech Debtors or in amounts less than or equal to the
amount already scheduled and these claims already have been paid
in full; provided, however, if, and to the extent that, any such
creditor would be entitled to receive a Solicitation Package for
any reason other than by virtue of the fact that its claim had
been scheduled by the Rotech Debtors, such creditor will be sent
a Solicitation Package in accordance with the procedures set
forth above.

The Rotech Debtors anticipate that some Disclosure Statement
Notices may be returned by the United States Postal Service as
undeliverable. To avoid waste and reduce cost, the Rotech
Debtors seek the Court's approval for a departure from the
strict notice rule, excusing the Rotech Debtors from mailing
Solicitation Packages to those entities listed at such addresses
unless the Rotech Debtors are provided with accurate addresses
for such entities before January 1, 2002.

(D) Forms of Ballots, Procedures for Voting

The Rotech Debtors seek the Court's approval of:

(1) the proposed Form of Ballot.

(2) proposed Notice of Non-Voting Status to Holders of Claims
     Deemed to Accept the Rotech Plan.

(3) proposed Notice of Non-Voting Status to Holders of Claims
     Deemed to Reject the Rotech Plan.

(4) a Voting Deadline of January 30, 2001 5:00 p.m. Pacific
     Time, which is approximately 30 days after the proposed
     commencement of the solicitation period on or before January
     1, 2002.

Proposed Procedures for Vote Tabulation

(1) Allowance for Voting Purposes

Solely for purposes of voting to accept or reject the Rotech
Plan and not for the purpose of the allowance of, or
distribution on account of, a claim, and without prejudice to
the rights of the Rotech Debtors in any other context, the
Rotech Debtors propose that each claim within a class of
claims entitled to vote to accept or reject the Rotech Plan be
temporarily allowed in an amount equal to the amount of such
claims as set forth in a timely filed proof of claim, or, if
no proof of claim was filed, the amount of such claim as set
forth in the Schedules, subject to the following exceptions:

(a) If a claim is deemed allowed in accordance with the Rotech
Plan, such claim is allowed for voting purposes in the
deemed allowed amount set forth in the Rotech Plan;

(b) If a claim for which a proof of claim has been timely
filed is marked as contingent, unliquidated, or disputed,
such claim will be temporarily allowed for voting purposes
only, and not for purposes of allowances or distribution,
at $1.00;

(c) If a claim has been estimated or otherwise allowed for
voting purposes by order of the Court, such claim is
temporarily allowed in the amount so estimated or allowed
by the Court for voting purposes only, and not for
purposes of allowances or distribution;

(d) If a claim is listed in the Schedules as contingent,
unliquidated, or disputed and a proof of claim was not
timely filed, such claim be disallowed for voting purposes
and for purposes of allowance and distribution pursuant to
Bankruptcy Rule 3003(c) unless with the Rotech Debtors'
prior consent in writing; and

(e) If the Rotech Debtors have served an objection to a claim
at least 10 days before the Voting Deadline, such claim
will be temporarily disallowed for voting purposes only
and not for purposes of allowance or distribution, except
to the extent and in the manner as may be set forth in the
objection.

(2) Objections to Allowance and Temporary Allowance for Voting
Purposes

If any creditor seeks to challenge the allowance of its claim
for voting purposes in accordance with the above procedures,
the Rotech Debtors request that the Court direct such creditor
to serve on the Rotech Debtors and file with the Court (with a
copy to chambers) a motion for an order pursuant to Bankruptcy
Rule 3018(a) temporarily allowing such claim in a different
amount for purposes of voting to accept or reject the Rotech
Plan on or before the lOth day after the later of (i) service
of the Confirmation Hearing Notice and (ii) service of notice
of an objection, if any, to such claim. The Rotech Debtors
further propose, in accordance with Bankruptcy Rule 3018, that
as to any creditor filing such a motion, such creditor's
Ballot should not be counted unless temporarily allowed by the
Court for voting purposes, after notice and a hearing.

(3) Class(es) from which no votes are received

The Rotech Debtors request that (i) if no votes to accept or
reject the Rotech Plan are received with respect to a
particular class, such class be deemed to have voted to accept
the Rotech Plan; (ii) whenever a creditor casts more than one
Ballot voting the same claim before the Voting Deadline, the
last Ballot received before the Voting Deadline be deemed to
reflect the voter's intent and thus to supersede any prior
Ballots; and (iii) creditors must vote all of their claim(s)
within a particular class under the Rotech Plan, whether or
not such claims are asserted against the same or multiple
Rotech Debtors, either to accept or reject the Rotech Plan and
may not split their vote(s); a Ballot that partially rejects
and partially accepts the Rotech Plan will not be counted.

(4) Invalid Ballots

The Rotech Debtors propose that the following Ballots
not be counted or considered for any purpose in determining
whether the Rotech Plan has been accepted or rejected: (i) any
Ballot that does not indicate an acceptance or rejection of
the Rotech Plan, or that indicates both an acceptance and
rejection of the Rotech Plan; (ii) any Ballot received after
the Voting Deadline unless an extension is granted in writing;
(iii) any Ballot that is illegible or contains insufficient
information to permit the identification of the claimant or
interest holder; (iv) any Ballot cast by a person or entity
that does not hold a claim in a class that is entitled to vote
to accept or reject the Rotech Plan; (v) any Ballot cast for a
claim scheduled as unliquidated, contingent, or disputed for
which no proof of claim was timely filed; (vi) any unsigned
Ballot; and (vii) any Ballot transmitted to Poorman-Douglas by
facsimile.

(E) Poorman-Douglas as Voting Agent

The Rotech Debtors have several thousand potential creditors.
The Rotech Debtors submit that the most effective and efficient
manner by which to accomplish the process of receiving,
compiling, and tabulating the Ballots is to engage an
independent third party to act as a balloting agent.

The Rotech Debtors believe that Poorman-Douglas is well-
qualified to serve as voting agent, considering the firm's
experience in working as the Debtors' claims and noticing agent
pursuant to the Court's order dated February 2, 2000 and the
firm's specialization in noticing, claims processing, balloting,
and other administrative tasks in chapter 11 cases.

The Rotech Debtors propose to retain Poorman-Douglas as their
voting agent on substantially the terms and conditions set forth
in the Balloting and Notice Estimate. The Rotech Debtors request
that compensation to Poorman-Douglas for performing the
Balloting Services be made in accordance with the Estimate, upon
receipt of a reasonably detailed invoice and without the
necessity of Poorman-Douglas filing a formal fee application.
(Integrated Health Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


J. CREW GROUP: Posts Slight Decrease in Revenues in Oct. Quarter
----------------------------------------------------------------
Consolidated revenues of J. Crew Group Inc. decreased from
$202.3 million in the thirteen weeks ended October 28, 2000 to
$195.6 million for the thirteen weeks ended November 3,
2001, a decrease of 3.3%.

The revenues of J.Crew Retail decreased from $102.8 million in
the third quarter of 2000 to $96.7 million in the third quarter
of 2001. This decrease was due primarily to the decrease in
comparable store sales of 17.7%. The number of stores open at
November 3, 2001 increased to 130 from 103 at October 28, 2000.

The revenues of J.Crew Direct (which includes the catalog and
Internet operations) increased from $61.9 million in the third
quarter of 2000 to $65.8 million in the third quarter of 2001.
Revenues from jcrew.com increased to $32.1 million in third
quarter of 2001 from $26.5 million in the third quarter of 2000.
Catalog revenues in the third quarter of 2001 decreased to $33.7
million from $35.4 million in the third quarter of 2000, as the
Company continued to migrate customers to the Internet. Pages
circulated were approximately the same in both periods.

The revenues of J.Crew Factory decreased from $29.3 million in
the third quarter of 2000 to $24.6 million in the third quarter
of 2001. There were 41 stores open at the end of the third
quarter in 2000 and 2001.

Other revenues increased from $8.3 million in the third quarter
of 2000 to $8.5 million in the third quarter of 2001.

The decrease in income before income taxes from $7.5 million in
the third quarter of 2000 to $.4 million in the third quarter of
2001 resulted primarily from the decline in net sales and the
decrease in gross margin percentage due to an increase in
markdowns.

For the thirteen weeks ended November 3, 2001 the Company's net
income was $ 256 as compared to the thirteen weeks ended October
28, 2000 when net income was $ 4,537.

Consolidated revenues for the thirty-nine weeks ended November
3, 2001 decreased to $ 531.3 million from $539.3 million in the
thirty-nine weeks ended October 28, 2000, a decrease of 1.5%.

Revenues of J.Crew Retail increased from $268.7 million in the
thirty-nine weeks ended October 28, 2000 to $272.7 million in
the thirty-nine weeks ended November 3, 2001. This increase was
due primarily to sales from the stores opened for less than a
full year. Comparable store sales in the thirty-nine weeks ended
November 3, 2001 decreased by 13.9%.

Revenues of J.Crew Direct decreased from $172.8 million in the
thirty-nine weeks ended October 28, 2000 to $166.6 million in
the thirty-nine weeks ended November 3, 2001. Revenues from
jcrew.com increased to $78.3 million in the thirty-nine weeks
ended November 3, 2001 from $63.5 million in the thirty-nine
weeks ended October 28, 2000. Catalog revenues decreased from
$109.3 million in the thirty-nine weeks ended October 28, 2000
to $88.3 million in the thirty-nine weeks ended November 3, 2001
as the Company continued to migrate customers to the Internet.
Pages circulated were approximately the same in both periods.

Revenues of J.Crew Factory decreased from $72.7 million in the
thirty-nine weeks ended October 28, 2000 to $67.1 million in the
thirty-nine weeks ended November 3, 2001.

Other revenues decreased from $25.1 million in the thirty-nine
weeks ended October 28, 2000 to $24.9 million in the thirty-nine
weeks ended November 3, 2001. The decrease in income before
income taxes from $17.6 million in the thirty-nine weeks ended
October 28, 2000 to a loss of $2.2 million in the thirty-nine
weeks ended November 3, 2001 resulted primarily from the
decrease in net sales and a decrease in gross profit percentage
due to an increase in markdowns.

For the thirty-nine weeks ending November 3, 2001 the company's
net loss was $ 17,650 as compared to the net loss for the
thirty-nine weeks ended October 28, 2000 of $ 5,733.

As reported in the Troubled Company Reporter on October 5, 2001,
Standard & Poor's affirmed its triple-'C'-plus rating on J. Crew
Corp.'s senior subordinated notes due 2007 and its triple-'C'-
plus rating on J. Crew Group's senior discount debentures due
2008.  These ratings on J. Crew reflect the high business risk
associated with its participation in the intensely competitive
apparel retailing industry and leveraged balance sheet, S&P
said.


LTV CORP: NIPSCO Wants Additional Adequate Assurance of $1.2MM
--------------------------------------------------------------
Northern Indiana Public Services Company, represented by J. Mark
Fisher and Jason M. Torf of the Chicago firm of Schiff Hardin &
Waite, as lead counsel, and Andrew W. Suhar of Youngstown, Ohio,
as local counsel, ask Judge Bodoh to order the Debtor LTV Steel
to pay to NIPSCO a deposit equal to the $1,231,315 estimated
amount of the Debtor's utility usage during two 7-day billing
cycles, as provided by the Adequate Assurance Agreement between
NIPSCO and the Debtor in March 2001, as additional assurance of
payment for postpetition utility services provided by NIPSCO in
addition to the expedited payment and termination rights
contained in the Agreement.

NIPSCO supplies gas and electric services to the Debtor's
Indiana Harbor works plant in East Chicago, Indiana, under a
Contract for Electric Industrial Firm Incremental Power Service
dated June 2000, and the Contract for Natural Gas Transportation
and Related Services dated December 1, 1993.  Since the Petition
Date, the billings for these services have approximated $1.2
million every two weeks.

The Debtor's recent announcement of the shutdown of its major
plants is a material adverse change in its liquidity that
justifies an immediate increase in the deposit posted with
NIPSCO as adequate assurance of payment under the terms of the
Agreement.  NIPSCO's exposure to loss comes because each weekly
invoice is due on Friday for the 7 days of service then ended.
The Debtor can pay during the grace period ending on the next
business day, adding 3 days of service, and NIPSCO can only
terminate on 5 business days' notice.  NIPSCO has made written
demand prior to this Motion for additional adequate assurance,
as the Debtor could obtain over $1,200,000 in postpetition
utility services before NIPSCO could terminate service for non-
payment.  Further, the Debtor's continued payment for NIPSCO's
services in arrears would expose NIPSCO to potential losses
following a default.  Further, to the extent that the Debtor's
DIP financing arrangement encumbers its assets with liens and
gives its DIP lenders "super-priority" claims, the
administrative expense priority to which NIPSCO is entitled for
any unpaid postpetition utility service is meaningless.
Additionally, the Debtor's cash flow is "clearly problematic".
Therefore, any liquidity that the Debtor might characterize as
"adequate assurance", and which presently could fund a deposit
at only a modest "opportunity cost" in terms of lost interest
income, could disappear through ongoing losses, a default in the
Debtor's financing arrangement, a plant shut-down, or some other
event that NIPSCO would not discover until after the fact. Under
these circumstances, NIPSCO argues that a 14-day deposit is
reasonable -- and essential -- adequate assurance of payment.
(LTV Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-00900)


LEINER HEALTH: Lenders Agree to Extend Forbearance Period
---------------------------------------------------------
Leiner Health Products Inc., announced that it has reached an
agreement in principle with its lenders to extend its previously
announced forbearance period until the completion of its
financial restructuring.

The previous forbearance agreement that Leiner had entered into
with its bank lenders terminated on December 14. The extension
will enable the Company to finalize the terms of and implement
its financial restructuring plan.

The Company also announced that the holders of approximately 80%
of its outstanding bonds had entered into Forbearance and Lock-
Up Agreements that formalize the previously announced agreement
in principle of such holders to support the Company's financial
restructuring plan. To ensure that its plan will apply to all
bondholders, among other reasons, the Company intends to
implement the financial restructuring through a consensual
prepackaged plan of reorganization under Chapter 11 of the US
Bankruptcy Code early in 2002. The Company is also currently
engaged in formalizing with its bank lenders and new equity
investors their previously announced agreements in principle to
support the Company's financial restructuring plan.

Robert Kaminski, Chief Executive Officer, said, "We are pleased
that our financial restructuring solution has been designed to
leave our suppliers unimpaired. Thanks to the continued support
of our bank lenders, we are confident that the terms of our
financial restructuring plan will be finalized and implemented
as planned over the next few months."

Under the terms of the fifth forbearance agreement, Leiner's
bank lenders will continue not to exercise remedies available to
them during the forbearance period. As in the previous
forbearance agreements, the extension will terminate if the
Company fails to remedy any default within two business days of
notice of such default. In addition, the extension will
terminate if (i) the Company does not file its disclosure
statement and prepackaged plan of reorganization under Chapter
11 of the US Bankruptcy Code by February 28, 2002, (ii) the
Company alters its financial restructuring plans in a manner
that is not consistent in all material respects with its
previously announced agreement in principle with its senior
lenders regarding the restructuring, or (iii) if the Forbearance
and Lock-Up Agreements between the Company and its principal
bondholders terminate.

The forbearance agreement will continue to require through the
end of the forbearance period, a one percent increase in the
applicable margin and that the proceeds of any antitrust
litigation be used to prepay outstanding bank debt.

Certain conditions to the waivers, which were effective prior to
current series of forbearance agreements, continue during the
forbearance period including the company's agreement that (a)
interest and letter of credit fees will be paid monthly instead
of quarterly, (b) commitments to make further credit extensions
are suspended, and c outstanding amounts under the bank credit
agreement cannot be continued as or converted into LIBOR or
banker's acceptance rate loans.

Leiner also announced that Gerry Perez, a 25-year veteran of the
pharmaceutical industry, joined the Company as Chief Operating
Officer, on October 15, 2001. Mr. Perez previously served as
Senior Vice President of Operations at Boehringer Ingelheim,
where he oversaw the manufacturing of proprietary and generic
drugs and OTCs. Prior to joining Boehringer in 1995, Mr. Perez
served as Vice President of Technical Operations at Bayer.

Kaminski continued, "I am very excited to welcome Gerry, who
brings more than two decades of experience and expertise, to the
Leiner team. Together with Kevin Lanigan (Executive Vice
President and Corporate General Manager), who is a recognized
industry leader, and Patrick Dunn (Senior Vice President,
Quality/Regulatory Affairs), who heads our outstanding quality
and regulatory initiative, the team is well positioned to create
new levels of industry leading quality and service for America's
mass-market retailers."

Leiner Health Products Inc., headquartered in Carson,
California, is one of America's leading vitamin, mineral,
nutritional supplement and OTC pharmaceutical manufacturers. The
company markets products under several brand names, including
Natures Origin?, YourLife and Pharmacist Formula. For more
information about Leiner Health Products, visit
http://www.leiner.com


LUBY'S INC: Nov. 21 Balance Sheet Shows Liquidity Is Strained
-------------------------------------------------------------
Luby's, Inc. (NYSE: LUB) announced the results of operations for
the quarter ended November 21, 2001, the first under the
Company's new 13-period accounting year(1).  This initial
quarter of fiscal year 2002 covered 82 days and brought in sales
of $95 million compared with $114 million for the 91-day first-
quarter period last year.  The Company reported a net loss of
$5.3 million, or $0.24 per share, compared to a net loss of $2.0
million, or $0.09 per share, for the first quarter of fiscal
year 2001.

Nine fewer days in the current quarter accounted for
approximately $12 million of the total sales decline.  Revenues
were also lower due to the closure of 30 stores since September
2000.  Excluding the effect of fewer days and stores in this
quarter, same-store sales declined $2.6 million, or 2.73%, which
was primarily pressured by recent recessionary developments.
The lower than expected same-store sales performance resulted in
the Company missing its first-quarter credit-facility EBITDA
target, in response to which it obtained a first-quarter
covenant waiver as well as an amendment that reset the EBITDA
and capital spending provisions for the remainder of the fiscal
year.

Chris Pappas, President and CEO, said, "We are meeting these
current challenges head on.  We have made financial adjustments
and operationally are forging ahead with our recently launched
programs to perform more consistently, improve quality, and
better control costs.  Resources, including cash and short-term
investments, are being effectively managed as we work through
these long-term goals."

The San Antonio-based company operates 202 Luby's in ten states,
and its stock is traded on the New York Stock Exchange (symbol
LUB).

Noted: Beginning with the 2002 fiscal year, the Company changed
its accounting intervals from 12 calendar months to 13 four-week
periods.  To properly accommodate this change, the first period
began September 1, 2001, and covered 26 days; subsequent periods
cover 28 days.  The first, second, third, and fourth quarters of
fiscal year 2002 include 82, 84, 84, and 112 days, respectively.
Fiscal year 2002 will therefore be 362 days in length compared
to 365 days in fiscal year 2001.  Fiscal year 2003 and most
years going forward will be 364 days in length.

As of November 21, 2001 balance sheet, Luby's reports an $11.5
million working capital deficiency.


MCLEODUSA: FL Partnerships Agree to Support Restructuring Plan
--------------------------------------------------------------
On December 3, 2001, the FL Partnerships and McLeodUSA entered
into a Lock-Up, Support and Voting Agreement dated December 3,
2001 in which the FL Partnerships agreed to support a
comprehensive recapitalization and financial restructuring plan
set forth in the Support Agreement. Under the terms of the
Restructuring, among other things,

      (i) the Series D Preferred and Series E Preferred held by
the FL Partnerships would be converted into newly issued common
shares of McLeodUSA as would the publicly traded Series A
Preferred (together with the Series D Preferred and the Series E
Preferred) and the existing Common Stock of McLeodUSA;

     (ii) at least 95% of McLeodUSA's publicly traded senior
notes and senior discount notes would be exchanged or redeemed
for a combination of cash and new common stock;

    (iii) McLeodUSA's telephone directory publishing business
would be sold to an entity owned by Forstmann Little & Co.
Subordinated Debt and Equity Management Buyout Partnership-VIII,
L.P., a Delaware limited partnership, and Forstmann Little & Co.
Equity Partnership-VII, L.P., a Delaware limited partnership,
both of which are affiliates of the FL Partnerships, for $535
million in cash, or to another party who submits a better and
higher cash offer, and the proceeds of the sale would be used to
finance the exchange or redemption of the Senior Notes; and

     (iv) The 2001 FL Partnerships would purchase $100 million of
new equity of McLeodUSA, a portion of which would be used to
finance the exchange or redemption of the Senior Notes, a
portion of which would be used to prepay bank indebtedness of
McLeodUSA and the balance of which would be used for general
corporate purposes of McLeodUSA.

The Restructuring would be accomplished either through an out-
of-court alternative pursuant to which McLeodUSA would commence
an exchange offer for the Senior Notes and convene a special
meeting of its shareholders to vote on the conversion of the
Preferred Shares or an in-court alternative by the filing of a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code, where McLeodUSA would solicit acceptances of a Prepackaged
Plan of Reorganization, substantially on the same terms as the
Restructuring, in advance of filing. Under either alternative,
the Restructuring must be consummated by August 1, 2002.

Upon consummation of the Restructuring, (i) the FL Partnerships
would be entitled to board observer rights and their affiliates
would be entitled to at least two representatives on the
restructured McLeodUSA Board of Directors; (ii) the FL
Partnerships and their affiliates would own common stock and
warrants of the restructured McLeodUSA in an amount representing
approximately 40% of the equity ownership of the restructured
McLeodUSA; and (iii) Mr. Forstmann would be the chairman of the
Executive Committee of the restructured McLeodUSA.

      In the Support Agreement, the FL Partnerships have agreed:

      (i) to vote their shares of Series D Preferred and Series E
Preferred in favor of the Restructuring with such modifications
in the terms of the Restructuring that do not materially deviate
from the terms described above, and against any action that
would interfere with or prevent the Restructuring;

     (ii) not to dispose of their Series D Preferred or Series E
Preferred; and

    (iii) that any alternative restructuring of McLeodUSA that
provides for the FL Partnerships to receive approximately 40% of
the equity of McLeodUSA, and that is supported by the FL
Partnerships, must provide for any consideration that is payable
to the holders of the Series A Preferred, Series D Preferred,
Series E Preferred and the existing common stock to be allocated
in the same relative allocations as are set forth in the Support
Agreement (14%, 32.4%, 14.7% and 38.9%, respectively).

The FL Partnerships' obligation to support a restructuring of
McLeodUSA is subject to the condition that any such
restructuring not materially deviate from the terms of the
Restructuring described above. The Support Agreement may be
terminated by any party at any time after August 1, 2002.  The
FL Partnerships are also signatories to a Purchase Agreement,
dated December 3, 2001, with McLeodUSA and the 2001 FL
Partnerships, pursuant to which the 2001 FL Partnerships have
agreed to purchase $100 million of new equity of McLeodUSA. In
the Preferred Stock Purchase Agreement, McLeodUSA and the FL
Partnerships agreed as follows:

      (i) Following the Restructuring, the FL Partnerships will
each be  entitled to designate a representative to consult with
and advise management of McLeodUSA with respect to McLeodUSA's
business and financial matters, and to attend all Board of
Directors and committee meetings as a non-voting observer. The
Representatives will have the same access to information
concerning the business and operations of McLeodUSA as do the
directors of McLeodUSA and will be entitled to participate in
discussions and consult with the Board of Directors of McLeodUSA
without voting. Following the conversion of the Series D
Preferred and Series E Preferred into New Common Stock in the
Restructuring, the FL Partnerships will no longer be entitled to
designate any members of the Board of Directors.

      (ii) Following the Restructuring, the FL Partnerships will
be free to dispose of their shares of new common stock, subject
only to compliance with applicable securities laws, except that,
during the "Standstill Period" (defined as the period from the
closing of the Restructuring to the earlier of (x) the third
anniversary of the closing of the Restructuring and (y) the date
on which Mr. Forstmann is removed, without his consent, as
Chairman of the Executive Committee), the FL Partnerships will
not dispose of any of their shares to any person or group which
is, or which the FL Partnerships believe or should reasonably
believe will become, the beneficial owner of more than 50% of
the outstanding voting securities of McLeodUSA unless the Board
of Directors of McLeodUSA approves such disposition in advance
or unless the FL Partnerships comply with certain procedures set
forth in the Preferred Stock Purchase Agreement which give
McLeodUSA the opportunity to buy such shares itself or to cause
its designee to buy such shares. The Preferred Stock Purchase
Agreement provides that if McLeodUSA causes a designee to
purchase the FL Partnerships' shares and the designee acquires
the remaining shares of McLeodUSA within six months, thereafter
at a blended average price per share that is higher than that
paid to the FL Partnerships, then the FL Partnerships will be
entitled to receive the difference in purchase price. The
foregoing provisions apply equally to the 2001 FL Partnerships
with respect to sales by them of any of their equity interest in
McLeodUSA.

     (iii) During the Standstill Period, the FL Partnerships may
not (i) acquire or become the beneficial owner of or obtain any
rights in respect of any capital stock of McLeodUSA (other than
the shares of new common stock issuable in the Restructuring),
(ii) solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A
under the Exchange Act) of proxies with respect to any voting
securities of McLeodUSA or initiate or become a participant in
any stockholder proposal or election contest with respect to
McLeodUSA or any of its successors or induce others to initiate
the same (except for activities undertaken by the FL
Partnerships or the 2001 FL Partnerships in connection with
solicitations by the McLeodUSA Board of Directors), or (iii)
solicit or participate in the solicitation of any person to
acquire McLeodUSA or a substantial portion of its assets or more
than 50% of its outstanding capital stock. The foregoing,
however, (1) does not prohibit the FL Purchasers and their
affiliates from complying with Rules 13d-1 through 13d-7, as
applicable, of the Act or from making such disclosure to
McLeodUSA's stockholders or from taking such action which, in
their judgment, may be required under applicable law, and (2)
does not restrict the manner in which the directors designated
by the FL Partnerships participate in the deliberations or
discussions of McLeodUSA's Board of Directors.

      (iv) During the Standstill Period, the FL Partnerships will
be present at all shareholders meetings for purposes of
determining whether a quorum exists and that they will vote
their shares of new common stock so that at least five members
of the Board of Directors are qualified as "Independent
Directors" and that the Chairman, the Chief Executive Officer
and the Chief Financial Officer of McLeodUSA are elected to the
Board.

The foregoing provisions apply equally to the 2001 FL
Partnerships.

In the Preferred Stock Purchase Agreement, McLeodUSA and the FL
Partnerships also agreed that, at the closing of the
Restructuring, the existing restrictions on transfer and
standstill provisions applicable to the Series D Preferred and
Series E Preferred would terminate, but that the 2001
Registration Rights Agreement entered into by the FL
Partnerships in connection with their receipt of the Series D
Preferred and Series E Preferred would remain in effect and
cover the shares of New Common Stock into which the Series D
Preferred and Series E Preferred will be converted.

In the Preferred Stock Purchase Agreement, McLeodUSA also agreed
with the FL Partnerships and the 2001 FL Partnerships:

      (1) that, for so long as the FL Partnerships and 2001 FL
Partnerships own at least 60% of the aggregate amount of
securities owned by them immediately following the closing of
the Restructuring, McLeodUSA would not adopt or implement any
stockholders rights plan or similar plan or device; provided,
however, that following the time when (i) the FL Partnerships
and the 2001 FL Partnerships cease to own at least 60% of the
Initial Securities or (ii) the FL Partnerships or the 2001 FL
Partnerships sell any of their securities in a Disqualified
Transaction, McLeodUSA may adopt a Rights Plan so long as the
percentage that would trigger any rights by other stockholders
of McLeodUSA is at least one percentage point greater than the
aggregate percentage ownership (on an as converted basis) of the
FL Partnerships and 2001 FL Partnerships in McLeodUSA
immediately prior to the adoption of such Rights Plan; and

      (2) that McLeodUSA would exercise all authority under
applicable law to effect an amendment to its certificate of
incorporation expressly electing not to be governed by Section
203 of the General Corporation Law of the State of Delaware.

      In the Preferred Stock Purchase Agreement, the 2001 FL
Partnerships agreed with McLeodUSA to purchase 10 million shares
of a series of preferred stock of McLeodUSA, par value $.001,
designated as the Series F Convertible Preferred Stock and 10
shares of a series of preferred stock of McLeodUSA, par value
$.01, designated as the Series G Convertible Preferred Stock as
well as common stock warrants to purchase 18,937,995 shares of
new common stock, for an aggregate purchase price of $100
million.

      The Series F Preferred has a liquidation preference of $.01
per share and participates with the new common stock in the
event of dividends or liquidation. The Series F Preferred will
automatically convert into shares of new common stock 60 days
after its issuance. The holder of each share of Series F
Preferred will be entitled upon conversion to that number of
shares of new common stock equal to 10 divided by an average of
six closing prices for the new common stock randomly selected
from the 60 day period following the issuance of the Series F
Preferred (based upon the random selection of 10 closing prices
and the exclusion of the two highest and two lowest closing
prices).

      The Series G Preferred has no liquidation preference and is
not entitled to the payment of dividends. The holders of record
of shares of Series G Preferred are entitled to vote with the
new common stock as a single class on all matters presented to
the holders of new common stock for a vote. Pursuant to the
Series G Certificate of Designation, so long as at least
40% of the shares of new common stock beneficially owned by the
2001 FL Partnerships issued on the original date of issuance of
the Series G Preferred remain outstanding, the holders of the
Series G Preferred are entitled to collectively elect two
directors to the Board of Directors; so long as more than 20%,
but less than 40%, of the shares of common stock beneficially
owned by the 2001 FL Partnerships on the Issue Date remain
outstanding, the holders are entitled to collectively elect one
director to the Board and to designate a person as a non-voting
observer to attend all meetings of the Board of Directors; so
long as 20% or less (but at least 10%) of the shares of new
common stock beneficially owned by the 2001 FL Partnerships on
the Issue Date remain outstanding, the holders are entitled to
designate two Board Observers; and if less than 10% of the
shares of new common stock beneficially owned by the 2001 FL
Partnerships on the Issue Date remain outstanding, the holders
are no longer entitled to designate any Board Observers and the
rights of such Board Observers cease. The Series G Preferred are
canceled upon the earlier of (1) the 2001 FL Partnerships
beneficially owning less than 10% of the shares of new common
stock beneficially owned by the 2001 FL Partnerships on the
Issue Date or (2) upon a Change of Control (as defined in the
Form of Series G Certificate of Designation).

Forstmann Little & Co. Subordinated Debt and Equity Management
Buyout Partnership-VI, L.P. are reporting the beneficial
ownership of 35,144,582 shares of the common stock of McLeodUSA
which represents 5.3% of the currently outstanding common stock
of the Company.  The Buyout Partnership holds sole voting and
dispositive powers over the stock held.

Forstmann Little & Co. Subordinated Debt and Equity Management
Buyout Partnership-VII, L.P. reports the beneficial ownership of
77,560,336 shares, or 11.0%, of the outstanding common stock of
McLeodUSA, with sole powers of disposition and voting.

Forstmann Little & Co. Equity Partnership-V, L.P. holds
51,229,508 shares with sole voting and dispositive powers.  This
amount represents 7.5% of the outstanding common stock of
McLeodUSA.

Theodore J. Forstmann, with zero percentage of the common stock,
nevertheless holds 23,750 shares of the common stock of
McLeodUSA with sole voting and dispositive powers over these
shares.  At various times, McLeodUSA has granted to Mr.
Forstmann options to purchase shares of common stock in
consideration for his services as a director of McLeodUSA.  As
of this date, 23,750 of such options have vested and become
presently exercisable.


NATIONSRENT INC: Files for Chapter 11 Reorganization in Delaware
----------------------------------------------------------------
NationsRent, Inc. (NRNT), announced that the Company filed a
voluntary petition under chapter 11 of the U.S. Bankruptcy Code
with the U.S. Bankruptcy Court for the District of Delaware to
restructure the Company's debt.  NationsRent will continue to
pay all employees in the ordinary course of business and
continue to provide their health and other benefits as usual.
As in all chapter 11 cases, obligations to suppliers/vendors,
employees and others incurred after the filing will be honored
in the ordinary course of business without need to obtain court
approval and will receive priority status going forward.
NationsRent intends to restructure its balance sheet, so the
Company can emerge from the chapter 11 process as a financially
stronger, more competitive business.

                Operations to Continue as Usual

NationsRent stores, field operations and field support services
will continue with business as usual.  Customers will continue
to have access to NationsRent's broad range of quality equipment
and the Company intends to fulfill its commitments to customers
in the markets it serves.  The court mandates priority status be
given to prompt payment of all obligations incurred after the
filing.  Vendors will be paid for goods and services supplied to
the Company after the filing according to terms in the ordinary
course of business, so there will be no interruption in the
service and equipment the Company provides to customers.

      Lenders Providing Additional Financing to Fund Operations

NationsRent also announced that the Company has obtained up to
$55 million of debtor-in-possession (DIP) financing led by Fleet
Bank, subject to court approval.  This financing will enable the
Company to continue normal operations while moving through the
reorganization process.  The Company is seeking interim approval
for a portion of the financing today and will ask the court to
set a date for final approval.

                Restructuring Debt a Strategic Step
                  Toward Renewed Financial Health

Ezra Shashoua, Executive Vice President and Chief Financial
Officer of NationsRent, said, "This financial restructuring of
the Company's debt is a prudent, strategic step NationsRent is
taking to preserve and strengthen our business.  This allows us
to run the business in a normal manner, while we address our
balance sheet issues to ensure that NationsRent has a sound
financial foundation to build on for the future.  NationsRent
has a solid business model with good potential in a growth
industry."

Gerry Weber, Executive Vice President, Operations, added, "Over
the past year, we have been diligent in streamlining operations
and integrating systems company-wide to cut costs.  We have
improved our product mix and added and trained sales personnel
to attract a broader base of customers, as well as right-sizing
our fleet for greater utilization."

Weber continued, "I am confident that our motivated employees
will remain focused on providing superior service to all our
customers, and that the Company's experienced management team
will guide NationsRent through the reorganization process to
renewed financial health."

The core senior management team is committed to leading the
Company through the reorganization process and beyond and will
continue with recent, decisive actions that are moving the
business in the right direction. NationsRent has many strengths
to build on for the future, including its expanding customer
base, a nationally recognized brand name, its quality fleet of
equipment and multiple convenient locations in large and growing
markets.

The Company also announced that Chairman and Chief Executive
Officer James L. Kirk and the Board of Directors have mutually
agreed that it would be in the best interest of the Company to
allow new leadership to guide NationsRent through the
reorganization process.  Mr. Kirk will be relinquishing his
leadership role.  The Company is commencing the search for an
interim President and Chief Restructuring Officer and,
concurrently, will engage an executive search firm to help in
hiring a new, permanent Chief Executive Officer.  To insure a
smooth transition, Mr. Kirk has agreed to remain with the
company until the interim President and CRO is chosen.

                     Background on Chapter 11

Chapter 11 of the U.S. Bankruptcy Code allows an over-leveraged
company with a solid business model, such as NationsRent, to
continue operating its business and managing its assets in the
ordinary course of business.  Congress enacted chapter 11 to
enable a debtor business to continue as a going concern, so as
to maintain jobs for its employees and maximize the recovery of
creditors.  NationsRent is not filing under chapter 7, which
involves liquidation.  NationsRent will continue with business
as usual.  The Company employs approximately 3,300 individuals
and executes over 25,000 rental transactions per week from 230
locations all across the country.

Headquartered in Fort Lauderdale, Florida, NationsRent is one of
the country's leading construction equipment rental companies
and operates 230 locations in 27 states.  NationsRent offers a
broad range of high-quality construction equipment at its
locations that are conveniently located in highly visible areas
with a consistent retail look and feel, offering superior
customer service at affordable prices.  More information on
NationsRent is available on its home page at
http://www.nationsrent.com


NATIONSRENT: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------
Lead Debtor: NationsRent, Inc.
              450 East Las Olas Blvd., Suite 1400
              Fort Lauderdale, FL 33301
              dba Villella Holding Company

Bankruptcy Case No.: 01-11628

Debtor affiliates filing separate chapter 11 petitions:

              Entity                        Case No.
              ------                        --------
              NationsRent USA, Inc.         01-11629-PJW
              NationsRent Transportation
              Services, Inc.                01-11630-PJW
              NR Delaware, Inc.             01-11631-PJW
              NRGP, Inc.                    01-11632-PJW
              NationsRent West, Inc.        01-11633-PJW
              Logan Equipment Corp.         01-11634-PJW
              NR Dealer, Inc.               01-11635-PJW
              NR Franchise Company          01-11636-PJW
              BDK Equipment Company, Inc.   01-11637-PJW
              NationsRent of Texas, LP      01-11638-PJW
              NationsRent of Indiana, LP    01-11639-PJW

Type of Business: NationsRent, Inc. together with its direct
                   and indirect subsidiaries is a leading
                   provider of rental equipment in the United
                   States, with 230 rental centers located in 27
                   states. NationsRent, Inc. offers a
                   comprehensive line of equipment for rent
                   primarily to a broad range of construction
                   and industrial customers, including general
                   contractors, subcontractors, highway
                   contractors, manufacturing plants and
                   distribution centers. NationsRent, Inc. also
                   sells used and new equipment, spare parts and
                   supplies and provides maintenance and repair
                   services.

Chapter 11 Petition Date: December 17, 2001

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Paul E. Harner, Esq.
                   Jones, Day, Reavis & Pogue
                   77 West Wacker
                   Chicago, Illinois 60601
                   Telephone (312) 782-3939

Total Assets: $1,585,960,000

Total Debts: $1,197,436,000

Debtor's 20 Largest Holders of Subordinated Unsecured Notes:

Entity                                Claim Amount
------                                ------------
The Bank of New York                  $175,000,000
Corporate Trust
Administration
101 Barclay Street
Floor 21 West
New York, New York 10286
Tel: 212 815 5758
Fax: 212 815 5195

Investcorp                            $58,800,000
Sean Madden
280 Park Avenue
New York, New York 10017
Tel: 212 599 4700

Provident Investment                  $12,000,000
Management LLC
David Fussell
1 Fountain Square
Chattanooga
Tennessee 37402
Tel: 423 755 1916

Seneca Capital Management             $12,000,000
Charles Dicke
909 Montgomery St.
Suite 500
San Francisco
California 94133
Tel: 415 486 6500

Bank of America Securities             $9,735,000
Scott Reifer
300 Hamon Meadows Blvd.
Secaucus, New Jersey 07094
Tel: 212 583 8351

David L. Babson & Co., Inc.            $9,000,000
Mary Wilson-Kibbe
1295 State Street
Springfield, Massachusetts 01111
Tel: 413 744 6070

Apollo Advisors                        $8,800,000
Anthony Tortorelli
2 Manhattan Road, 1st Floor
Purchase, New york 10577
Tel: 914 694 8000

Muzinich & Co., Inc.                   $6,300,000
George Muzinich
450 Park Avenue
18th Fl.
New York, New York 10022
Tel: 212 888 3413

Bank of Montreal                       $6,000,000
Neil Hanson
c/o Chase Bank Texas
J.P. Morgan Chase Tower
600 Travis Street
5oth Floor
Houston, Texas 77002
Tel: 713 216 1358

Commonwealth Advisors                  $5,300,000
Walter Morales
247 Florida Street
Baton Rouge, Louisiana 70801
Tel: 225 343 93424

Teachers Advisors, Inc.                $5,000,000
Michael O'Kane
730 Third Avenue
New York, NY 10017
Tel: 212 916 4345

ING Pilgrim                            $5,000,000
Steve Vyner
7737 E. Double Tree Ranch Road
Scottsdale, Arizona 852 58
Tel: 480 477 3000

Delaware Management Company            $5,000,000
Matt Naneen
7800 E. Union Ave.
Ste. 300
Denver, Colorado 80237
Tel: 215 255 8891

PPM America, Inc.                      $5,000,000
Brian Schinderle
225 W. Wacker Drive
Suite 1200
Chicago, Illinois 60606
Tel: 312 364 2572

Stein Roe & Franham                    $3,000,000
Stephen Loskman
1 South Wacker Drive
33rd Floor
Chicao, Illinois 60606
Tel: 312 368 7788

Penn Capital Management                $2,115,000
Richard hocker
457 Haddonfield Road
Suite 210
Cherry Hill, New Jersey 80002
Tel: 856 910 8181

Cadogen Management LLC                 $2,000,000
Chris Strausser
414 East 75th Street, 3rd Floor
New York, New York 10021
Tel: 212 288 6999

Hawkeye Capital LP                     $2,000,000
Rich Rubin
200 West 57th Street, Suite 1004
New York, New York 10019
Tel: 212 265 0565

BlackRock Financial Management         $2,000,000
Keith Andersen
345 Park Avenue-29th Floor
New York, New York 10154
Tel: 212 754 5330

Diaco Investments                      $2,000,000
John Bernstein
1271 Avenue of the Americas
New York, New York 10020
Tel: 212 259 0300

MBIA Inc.                              $2,000,000
Robert Claiborne
113 King Street
Armonk, New York 10504
Tel: 914 765 3347

Credit Suisse Asset Management         $2,000,000
Richard Linquist
466 Lexington Ave.
13th Floor
New York, New York 10017
Tel: 212 326 5420

Debtor's 20 Largest Holders of Subordinated Unsecured Promissory
Notes Issued in Acquisition:

Entity                                Claim Amount
------                                ------------
TJWSR/SKW Investments                 $10,000,000
homas Watts
1001 E. Southmore, Suite 402
Pasadena, TX 77502

Bode-Finn LP                           $8,080,000
c/o Columbus Truck & Equipment
Chief Financial Officer
1688 East Fifth Avenue
Columbus, OH 43202

Bryan Rich                             $6,754,220
217 Whitney Street
Northboro, MA 01532

River City Rentals                     $5,500,000
John Green
3340 Cothrin Ranch Road
Shingle Springs, CA 95682

Team Runyon, Inc.                      $4,000,000
c/o Jack's Tool Rental
5283 E. 146th Street
Noblesville, IN 46060

Contractors Equipment Company          $3,500,000
c/o Lloyd Wells Gift Trust
17075 Old Coach Gift Trust
Poway, CA 92064

Sylvan Equipment Corp.                 $3,100,000
Mr. elliot Prigozen
740 Bryant Avenue
Roslyn Harbor, NY 11576

Tennessee Tool                         $3,100,000
Kenneth & Ted Petty
411 North Maney Avenue
Murfreesboro, TN 37130

Francis P. Rich                        $2,969,000
62 sandy Pond Parkway
Bedford, NH 03110

Linda A. Raymond                       $2,749,520
4012 Deer Creek Drive
Louisville, KY 40241

Gary L. Gabriel                        $2,600,000
3327 Vacation Lane
St. James, FL 33956

James and Virginia Kelly               $2,500,000
20646 Windham
Macomb Twp, MI 48044

Reliable Rental & Supply Co., Inc.     $2,500,000
c/o Crane Works, Inc.
Chief Financial Officer
PO Box 336
Birmingham, AL 35202

George W. Gartner III                  $2,375,000
2433 Max Road
Pearland, TX 77581

C & E Rental and Service Inc.          $2,000,000
EC Holdings
Chief Financial Officer
20288 Cumberland Road
Noblesville, IN 46060

Gary L. Gabriel Grantor Retained       $2,000,000
Troy L. Gabriel, Trustee
Annuity Trust Alpha
PO Box 446
Grove City, OH 43123

Gary L. Gabriel Grantor Retained       $2,000,000
Thomas C. Richardson, Trustee
Annuity Trust Beta
PO Box 446
Grove City, OH 43123

Dimco Construction Company             $2,000,000
Chief Financial Officer
75 Chapman Street
Providence, RI 02905

Raymond E. Mason Foundation            $1,920,000
c/o Columbus Truck & Equipment
Chief Financial Officer
1688 East Fifth Avenue
Columbus, OH 43203

Debtor's 20 Largest Holders of Unsecured Trade Debt:

Entity                        Nature of Claim      Claim Amount
------                        ---------------      ------------
Ford Motor Credit Company     Equipment Lease     $4,140,913
Commercial Lending Services
PO Box 910
Dearborn, Michigan 48127

Transmerica Business Credit   Equipment Lease     $1,043,033
Corporation
144 Merchant Street
Suite 150
Cincinnati, OH 45246

Debris Financial Services     Equipment Lease       $806,920
Inc.
201 Merritt 7, Suite 700
Norwalk, CT 06856

Key Corporate Capital Inc.    Equipment Lease       $776,424
54 State Street, 9th Floor
Albany, New York 12207

Citizens Leasing Corporation  Equipment Lease       $632,596
One Citizen Plaza, 4th Floor
Providence, RI 02903

Textron Financial             Equipment Lease       $608,246
Corporation
Commercial Finance Division
Suite 400
4550 North Point Parkway
Alpharetta, Georgia 30022

OmniQuip Parts Worldwide      Trade Debt            $593,548
2760 Colelctions Center Drive
Chicago, Illinois 60693

The CIT Group/Equipment       Equipment Lease       $557,251
Financing, Inc.
1540 W. Fountainhead Parkway
Tempe, AZ 85282

Fleet Capital Corporation     Equipment Lease       $548,520
c/o Fleet Capital Leasing
300 Galelria Parkway N.W.
Suite 800
Atlanta, Georgia 30339

Bank of America               Equipment Lease       $537,827
PO Box 31682
Tampa, FL 33631-3682

LaSalle National Leasing      Equipment Lease       $489,084
Corporation
502 Washington Avenue
Suite 500
Towson, Maryland 21204

CitiCorp Del-Lease, Inc.      Equipment Lease       $421,705
dba Citicorp Dealer Finance
450 Mamaroneck Avenue
Harrison, New York 10528

AMSOUTH Leasing, Ltd.         Equipment Lease       $421,430
1900 Fifth Avenue north
Birmingham, Alabama 35203

South Trust Bank, NA          Equipment Lease       $414,412
420 North 20th Street
Birmingham, AL 35203

Associates Leasing, Inc.      Equipment Lease       $407,251
PO Box 868
Addison, Texas 75001

IBJ Whitehall Business        Equipment Lease       $390,097
Credit Corporation
One State Street
New York, NY 1004
Attn: Equipment Finance Division

American finance Group, Inc.  Equipment Lease       $350,488
dba Guaranty Capital
Corporation
24 School Street, 7th Floor
Boston, Massachusetts 02108

ICX Xorporation               Equipment Lease       $347,387
3 Summit Park Drive
Suite 200
Cleveland, OH 44131

Heller Financial Leasing,     Equipment Lease       $295,737
Inc.
500 West Monroe Street
Chicago, IL 60661
PO Box 96881
Chicago, IL 60693

General Electric              Equipment Lease       $283,980
Capital Corporation
1000 Windward Concourse
Suite 403
Alpharetta, Georgia 30005


NEXTEL PARTNERS: S&P Junks $225MM Senior Unsecured Notes Due '09
----------------------------------------------------------------
Standard & Poor's assigned its triple-'C'-plus rating to Nextel
Partners Inc.'s $225 million 12.5% senior unsecured notes due
November 15, 2009. At the same time, Standard & Poor's affirmed
its ratings on the company. The outlook remains stable.

The Nextel Partners notes issued under Rule 144A with
registration rights takes advantage of an improvement in the
high yield market enabling the company to increase its
liquidity. Proceeds from the notes will be used for incremental
network build-out, market expansion, and general corporate
purposes. The notes rank pari passu to all existing and future
senior unsecured indebtedness of the company. Total debt
outstanding, including the new notes, is about $1.3 billion.

The ratings and outlook on Nextel Partners reflect its high debt
leverage and negative free cash flow expected through 2003.
While debt-per-pop was moderate, at about $42, debt-per-
subscriber of $3,100 was high relative to the industry, mainly
due to the company's start-up status and its focus on a narrow
market segment. These factors are somewhat offset by continued
solid operating performance to date and sufficient liquidity to
fund operations into 2003. Against the backdrop of a weak
economy, the company has been able to maintain industry-leading
average revenue per unit (ARPU) of $72, low monthly churn of
1.6%, and steady subscriber since second quarter 2000. It
remains to be seen whether the solid performance seen to date is
sustainable in light of intensifying competition from national
wireless carriers and a potentially prolonged economic
recession.

Nextel Partners, which commenced operations in January 1999, was
established to construct and operate digital wireless
communications services under Nextel Communications Inc.'s
(B+/Negative/--) brand name in targeted midsize and smaller
cities throughout the U.S. Many of these markets are contiguous
to Nextel Communications' existing properties. About 90% of the
company's revenues are derived from blue-collar sectors such as
construction, transportation, and manufacturing. Although Nextel
Communications has a 33% stake in the company, Nextel Partners
is rated on a stand-alone basis.

Nextel Partners' senior unsecured notes are rated one notch
below the corporate credit rating because the concentration of
priority obligations relative to the realistic realizable value
of the company's assets exceeds Standard & Poor's threshold for
one notch.

                      Outlook: Stable

Given the weak economy, strengthening competition, and reliance
on customers in highly cyclical industries, Nextel Partners may
find it challenging to maintain strong subscriber growth, low
churn, and high ARPU in the future.  To keep the current ratings
and outlook, the company needs to show continued strong
subscriber growth, solid operating metrics, and control over
capital expenditures.

                         Rating Assigned

      Nextel Partners Inc.
        $225 million 12.5% senior unsecured notes due 2009  CCC+

                 Ratings Affirmed, Outlook Stable

      Nextel Partners Inc. Corporate credit rating          B-
         Senior secured bank loan                           B-
         Unsecured debt                                     CCC+


NORTHLAND CRANBERRIES: Wisconsin Discloses 19.03% Equity Holding
----------------------------------------------------------------
The  State of Wisconsin Investment Board reports beneficial
ownership of  937,350  shares of the common stock of Northland
Cranberries, Inc., representing 19.03% of the outstanding common
stock of the Company.  The Investment Board exercises sole
voting and dispositive powers over the stock.

Northland Cranberries rode a different wave to get its fruit to
market. Started by former Ocean Spray members, Northland made a
splash with its 100% fruit juice blends (versus Ocean Spray's
sweetened cranberry cocktails). On its marshes in Massachusetts
and Wisconsin, Northland grows berries for the bags of fresh
cranberries and cranberry juice blends sold under its namesake
brand; it also sells Seneca, TreeSweet, and Awake juices
(including apple, grape, and citrus). In addition to its
consumer products, Northland supplies fruit and juice to
industrial and wholesale customers. Hurt by a surplus of
cranberries, the company is fending off creditors and has sold
its private-label unit to Cliffstar Corporation.


PAXSON COMMS: S&P Concerned About Risks From NBC Relationship
-------------------------------------------------------------
Standard & Poor's revised its outlook on Paxson Communications
Corp., to negative from stable. All ratings on the company are
affirmed.

The outlook revision is based on concern about a weakening
relationship between Paxson and the NBC Inc. unit of General
Electric Co., that could increase Paxson's business and
financial risk.  Paxson announced that it has commenced a
binding arbitration proceeding against NBC for breaching
agreements between the two companies. Paxson believes that NBC's
pending purchase of Telemundo Communications Group Inc., would
cause NBC to violate the terms and agreements governing the
investment and partnership between
Paxson and NBC.

The investment agreement between NBC and Paxson anticipates a
loosening of FCC regulations regarding TV station ownership that
would allow NBC to increase its ownership to gain operational
control of Paxson. However, NBC's proposed acquisition of
Telemundo would make it more difficult for NBC to increase its
Paxson stake without significant station divestitures, even
with potential FCC rule changes. A lower likelihood of increased
NBC ownership of Paxson undermines an important element of
support in the Paxson ratings. Three NBC-named Paxson board
members have resigned, suggesting decreased NBC involvement in
Paxson. Paxson has also articulated its dissatisfaction with
NBC's operating and financial support and expressed an interest
in severing its NBC relationship.

The ratings continue to reflect the high business and financial
risk of Paxson's start-up television network amid the
competitive, slow-growth industry environment. Financial risk
stems from high acquisition-related debt and expensive debt-like
preferred stock, weak EBITDA and negative discretionary cash
flow. Tempering factors include Paxson's improving audience
ratings, a lower cost programming strategy, rising
profitability, and station asset values.

Despite the very weak TV advertising environment, Paxson's
revenue has remained relatively flat in 2001 because of audience
rating improvement.  Cost savings from joint operating
strategies with NBC affiliates and increased use of less
expensive original programming have contributed to EBITDA
growth. Still, Paxson generates minimal EBITDA and is unlikely
to produce discretionary cash flow in the intermediate term. The
company remains obligated to purchase additional runs of some
expensive CBS Television Network programming in the event of its
renewal on the CBS network. Coverage of interest is fractional.
Capital spending for digital television conversion will require
meaningful amounts of cash during the next year or so. The
company had about $60 million cash and $65 million available
under its credit facility as of September 30, 2001. Debt
maturities are minimal through 2004. However, Paxson will be
under increasing pressure to grow EBITDA as financial hurdles
rise in the next two years. Cash dividend payments on the debt-
like 12.5% preferred stock are required in 2003 and bank
interest coverage and leverage covenant tests take effect in
2004.

                         Outlook: Negative

An unwinding of the NBC relationship or insufficient progress in
improving cash flow and credit measures could result in a
downgrade over the near term.

                         Ratings Affirmed

      Paxson Communications Corp.                     Ratings
           Corporate credit                           B+
           Senior secured credit facilities           BB
           Subordinated debt                          B-
           Preferred stock rating                     CCC+


PENTON MEDIA: S&P Slashes Ratings on Expected Weak Results in Q4
----------------------------------------------------------------
Standard & Poor's lowered its ratings for Penton Media Inc. The
ratings remain on CreditWatch with negative implications where
they were placed on September 26, 2001.

The downgrade follows a sharp reduction in Penton's expected
operating results for the fourth quarter and Standard & Poor's
opinion that they could weaken further in the near term.

Penton expects fourth quarter EBITDA, which represented 44% of
last year's total, to drop to $10 million to $14 million from
$40 million in 2000. The decline primarily reflects sharply
curtailed business travel and additional advertising weakness as
a result of the September 11 terrorist attacks. The impact of
these factors on operating performance is more severe than
previously anticipated.

Furthermore, Standard & Poor's believes that operating results
in 2002 might remain challenged by these factors as well as by
Penton's reliance on the troubled technology and manufacturing
sectors, which represent about 75% of its total revenue, and the
need to replace this year's record cancellation revenue. To
offset lower revenue expectations, Penton has reduced staff by a
total of 17% and closed 15 offices, which it expects will reduce
costs by $15 million in 2002. It has also cut its modest
dividend, discontinued unprofitable and non-strategic ventures,
and reduced capital expenditure plans.

Standard & Poor's expects credit measures to deteriorate
substantially for the full-year 2001, with debt to EBITDA
approaching 10x and EBITDA coverage of interest of about 1.3x.
Penton expects to be in violation of its financial covenants at
year-end and has commenced negotiations with its banks. An
amendment that preserves access to its unused line of credit is
imperative so that Penton can fund its operations and seasonal
working capital needs and meet $16 million in principal
obligations next year at a time when its operating cash flow is
likely to be challenged.

Resolution of the CreditWatch will depend on Penton's ability to
restore adequate liquidity and financial flexibility by
successfully negotiating a bank amendment and the company's
ability to alleviate its rising financial risk by improving
profitability or reducing its debt burden.

      Ratings Lowered and Remaining on CredidWatch Negative

      Ratings Penton Media Inc.                      To     From
        Corporate credit rating                      B      BB-
        Senior secured bank loan rating              B      BB-
        Subordinated debt                            CCC+   B


PILLOWTEX CORP: Court Okays Huntley as Lease Consultants
--------------------------------------------------------
Recognizing that the Huntley's employment is in the best
interests of Pillowtex Corporation, and its debtor-affiliates
and their respective estates and creditors, Judge Robinson
authorizes the Debtors to retain and employ Huntley as their
lease restructuring consultants in these chapter 11 cases.
Specifically, Judge Robinson rules, Huntley is authorized to
provide any and all lease restructuring consulting services to
the Debtors that are necessary or appropriate in connection with
these chapter 11 cases.

Judge Robinson allows Huntley to be paid its Monthly Fees and
the first installment (50%) of any Incentive Fees and reimbursed
on a monthly basis for any actual and necessary expenses
incurred in connection with rendering services to the Debtors
without further Court approval and without filing interim fee
applications.  Judge Robinson directs Huntley to submit a final
fee application that covers all of the fees and expenses paid or
to be paid to Huntley in connection with this engagement.
However, Judge Robinson concedes, Huntley is not required to:

     (a) account for the time expended in performing its services
         in increments of one-tenth of an hour,

     (b) divide activity descriptions of its time into general
         project categories, or

     (c) assign a separate description and time allotment to each
         activity description.

Nonetheless, Judge Robinson adds, Huntley shall use its
reasonable best efforts to maintain detailed, contemporaneous
records of time. (Pillowtex Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


RADIOLOGIX: S&P Rates Proposed $160 Million Senior Notes at B
-------------------------------------------------------------
Standard & Poor's assigned its single-'B' senior unsecured debt
rating to Radiologix Inc.'s proposed offering of $160 million
senior notes due in 2008 under rule 144A with registration
rights. At the same time, Standard & Poor's assigned its double-
'B'-minus secured bank loan rating to the company's senior
secured revolving credit facility due in three years. The
corporate credit rating is affirmed at single-'B'-plus. The
existing single-'B'-plus bank loan rating will be withdrawn upon
completion of the proposed offering. The outlook is negative.
Standard & Poor's will revise the outlook to stable upon
completion of the proposed transactions.

The bank facilities are rated double-'B'-minus, one notch higher
than the corporate credit rating. The $50 million senior secured
credit facility, which matures in three years, is secured by a
perfected first-priority security interest in all of the real
and personal, tangible and intangible assets of the company, and
its subsidiaries. Based on Standard & Poor's simulated default
scenario, which incorporates severely depressed cash flows
that would trigger a default on payment, such a distressed-
enterprise value provides reasonable confidence of full recovery
of the entire bank facility when fully drawn.

The speculative-grade ratings on Radiologix Inc. reflect the
company's effort, in the face of continuing cost-containment
pressures, to better capitalize on its position as a leading
operator of imaging centers.

Dallas, Texas-based Radiologix is a single-specialty radiology
service company that owns and operates 120 multi-modality
imaging centers in 18 states and the District of Columbia. The
company also provides administrative services to radiology
practices. In Radiologix's short operating history, it has
demonstrated the ability to consolidate, integrate, and operate
radiology and imaging centers successfully in different
locations, thereby reducing its dependence on any single market.

Nevertheless, the company remains susceptible to changing market
conditions. As a result of greater acceptance of new imaging
modalities for the identification and treatment of disease,
reimbursement pressures have abated somewhat, but there is still
uncertainty regarding future government pricing policy.
Moreover, the company's managed-care payors may also intensify
cost-containment pressures, as they follow Medicare pricing.

Operating margins above 20% and cash flow interest coverage
above 3 times are sufficient for the rating category.
Notwithstanding unsuccessful recent efforts to recapitalize the
company, the proposed offering of $160 million in senior
unsecured notes due in 2008 is expected to refinance the
existing bank facility, relieving concerns regarding near-term
principal payments. Cash on hand, cash flow from operations, and
a new $50 million revolving credit facility are expected to be
sufficient to meet near-term cash requirements.

                       Outlook: Negative

The company's existing bank facility, which matures in 2003, is
expected to be refinanced with the proposed offering. Concern
with this financing need is reflected in the negative outlook.
Nonetheless, upon completion of the refinancing, the outlook
will be revised to stable. The ratings then are expected to
remain unchanged during the intermediate term given the ongoing
challenges the company faces in a difficult health care
environment, albeit without the pressure of near-term maturities
and with more financial flexibility.


SNV GROUP: Files Voluntary Bankruptcy Assignments Under BIA
-----------------------------------------------------------
SNV Group Ltd. (CDNX: SGL) announced that SNV and its wholly
owned subsidiary, SNV International Ltd., filed voluntary
assignments under the Bankruptcy and Insolvency Act, pursuant to
which Ernst & Young Inc. has been appointed trustee in
bankruptcy.

SNV also announced that it has received resignations from all of
the directors and officers of SNV and SNV International Ltd.,
effective immediately prior to their assignments in bankruptcy.


STARTEC GLOBAL: Files for Chapter 11 Reorganization in Maryland
---------------------------------------------------------------
Startec Global Communications Corporation (OTC Bulletin Board:
STGC.OB) announced that it, along with two of its U.S. based
subsidiaries, Startec Global Operating Company and Startec
Global Licensing Company, have filed voluntary petitions for
Chapter 11 reorganization with the U.S. Bankruptcy Court for the
District of Maryland, Greenbelt Division.

"This step is necessary to protect the assets of the company. We
have the cooperation of our senior lenders and fully expect to
be in a position to put forth a plan of reorganization in the
very near future. We will continue business as usual, with no
lay offs contemplated, and no interruption of services to
customers," said Ram Mukunda, President and CEO of Startec.

Startec also announced that it has received approval for a
debtor-in-possession financing facility from one of its senior
secured creditors.

Startec Global Communications is a facilities-based provider of
Internet Protocol communication services, including voice, data
and Internet access. Startec markets its services to ethnic
residential communities located in major metropolitan areas, and
to enterprises, international long-distance carriers and
Internet service providers transacting business in the world's
emerging economies.  The Company, through its subsidiaries,
provides services through a flexible network of owned and leased
facilities, operating and termination agreements, and resale
arrangements. The Company has an extensive network of IP
gateways, domestic switches, and ownership in undersea fiber-
optic cables.


STAR TELECOMMS: Wants Plan Filing Period Extended to January 31
---------------------------------------------------------------
Star Telecommunications, Inc. and the Official Committee of
Unsecured Creditors request the U.S. Bankruptcy Court for the
District of Delaware to extend their co-exclusive periods to
file a chapter 11 plan and to solicit votes on the plan. The
Debtor and the Committee wishes to enlarge their co-exclusive
plan filing period through January 31, 2002 and their co-
exclusive solicitation period through April 1, 2002.

The Debtor, the Committee and their respective professionals
have worked diligently to ensure that the best interest of the
Debtor, its estate and its creditors are maintained. In fact,
the Debtor has already provided the Committee a draft of
proposed liquidating chapter 11 plan and disclosure statement.

Nevertheless, they believe that additional events must take
place before a plan and a disclosure statement must be
finalized. Their negotiation with the MCI Worldcom regarding the
possibility of global settlement makes it premature for them to
file a chapter 11 plan and solicit votes of the plan.

Star Telecommunications, Inc., a leading provider of global
telecommunications services to consumers, long distance
carriers, multinational corporations and Internet service
providers worldwide, filed for chapter 11 protection on March
13, 2001 in the U.S. Bankruptcy Court for the District of
Delaware. Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young & Jones represent the Debtor in their restructuring
effort. When the company filed for protection from its
creditors, it listed $630,065,000 in assets and $284,634,000 in
debts.


SUN HEALTHCARE: Delaware Court Approves Disclosure Statement
------------------------------------------------------------
Sun Healthcare Group, Inc., (OTC: SHGE) announced that the
United States Bankruptcy Court for the District of Delaware has
approved the Disclosure Statement for Sun's revised Plan of
Reorganization.  Sun anticipates that it will begin mailing
ballots for approval of the revised Plan by December 21, 2001.
The voting deadline is January 21, 2002.  The revised Plan is
substantially similar to the original Plan of Reorganization
filed with the Bankruptcy Court on November 7, 2001, and has the
support of Sun's major creditor groups.

The revised Plan provides that general unsecured creditors with
claims of $50,000 or less will receive cash payments equal to
seven percent of their allowed claims.  All other general
unsecured creditors will receive between eight percent and 10
percent of Sun's new common stock.  Sun's senior lenders will
receive between 88 percent and 90 percent of the new common
stock, and its senior subordinated noteholders will receive two
percent of the new common stock.  The senior subordinated
noteholders also will receive warrants to purchase an additional
five percent of the new common stock.

Existing holders of Sun's common stock, convertible subordinated
debt, and convertible trust-issued preferred securities would
receive no distribution under the Plan.  The Plan is subject to
approval by certain creditor classes and the Bankruptcy Court.

Sun and its subsidiaries voluntarily filed for Chapter 11
protection on October 14, 1999, citing drastic cuts in Medicare
reimbursement and continued underpayment by most state-funded
Medicaid systems.

Richard K. Matros, Sun's chairman and CEO, said, "I am very
pleased with the decision of the Bankruptcy Court and the
support of the company's creditors.  We are on track to emerge
from bankruptcy early next year.  We look forward to moving
forward with what is essentially a new company."

Copies of the revised Plan, Disclosure Statement and a summary
of those documents will be posted in the reorganization section
of Sun's web site at http://www.sunh.com

Headquartered in Albuquerque, N.M., Sun Healthcare Group, Inc.,
through its subsidiaries, is a leading long-term care provider
in the United States, operating more than 250 long-term and
post-acute facilities in 26 states. Additionally, Sun companies
provide high-quality therapy, pharmacy, home care, staffing and
other ancillary services for the healthcare industry.


TELSCAPE: UST Wants Schedules Filing Deadline Extended to Feb 18
----------------------------------------------------------------
Telscape International, Inc.'s Chapter 11 Trustee, David Neier,
asks the U.S. Bankruptcy Court for the District of Delaware for
an additional time within which the Debtors may file schedules
of assets and liabilities, statements of financial affairs,
lists of equity security holders, and lists of executory
contracts and unexpired leases.

To prepare the Schedules, the Trustee must gather information
from the Debtors' books, records and other documents, which,
until recently, the Trustee did not have access to. The Trustee
maintained that this will take at least some time to accomplish
due to the voluminous amount of financial information recently
received.

Collection and analysis of the information necessary to complete
the Schedules will require substantial time justifying the
Trustee's extension through February 18, 2002.


TEREX CORP: S&P Affirms B Rating for Proposed $200M Debt Issue
--------------------------------------------------------------
Standard & Poor's assigned its single-'B' rating to Terex
Corp.'s proposed $200 million senior subordinated notes due
2011, to be issued under Rule 144A with registration rights. At
the same time, Standard & Poor's affirmed all existing ratings
on Terex Corp. The outlook is stable.

Total debt was about $1.03 billion as of September 30, 2001.

Proceeds from the new debt issue will be used to prepay a
portion of Terex's term loans. The proposed transaction will
provide Terex with some added financial flexibility, through the
reduction in its outstanding term loan debt and extension of its
debt maturity schedule.

The ratings on Terex reflect the company's leading global
positions as a low-cost provider of construction and mining
equipment with good geographic and product diversity, offset by
highly cyclical and competitive end markets and an aggressive
financial profile.

Terex manufactures a broad range of equipment for construction,
infrastructure, and mining industries. Terex's business
strengths include its well-known brands with leading global
market shares, its high variable cost structure, low-cost
products, and significant aftermarket parts sales.

During the past few years, Terex has made a series of
acquisitions, enhancing the business mix while maintaining good
geographic diversity, with about 45% of 2000 sales coming from
outside North America. During fiscal 2001, Terex completed the
purchase of CMI Corporation, a U.S. manufacturer of road
building and heavy construction equipment. In addition, the
company recently announced its intention to acquire Atlas
Weyhausen, a leading German manufacturer of wheeled excavators
and articulated cranes, and The Schaeff Group, a leading German
manufacturer of compact construction equipment and scrap
material handlers. The aggregate purchase price for the
three acquisitions is about $315 million, consisting of about
$215 million in debt and $100 million in equity. These
transactions represent a debt to EBITDA multiple around 4.0
times.

The company is exposed to the highly cyclical and competitive
construction and mining end markets. Nevertheless, due to its
extensive outsourcing, Terex's highly variable cost structure
enables the company to pare down costs as demand in its end
markets fluctuates. In addition, Terex's good geographic,
product, and customer diversity and modest capital expenditures
(about 1% of sales) should also help to stabilize earnings and
cash flow generation throughout a business cycle.

Profitability is adequate, with operating margins expected to
average about 10%-12% over the economic cycle. The current
challenging market conditions in North American construction and
global mining industries have resulted in a significant decline
in sales volume and lower earnings for Terex, thus far in fiscal
2001. In response to some of its weaker end markets, the company
has taken several restructuring actions during fiscal 2001,
which are expected to result in annual cost savings of about $40
million. These savings should help improve operating performance
and credit protection measures over time.

Nevertheless, a heavy debt burden and a highly leveraged capital
structure should persist due to Terex's aggressive growth
strategy. However, the company's free cash flow generation and
sizable cash balances, along with its use of equity as currency
for acquisitions, should permit Terex to continue to make
moderate-sized acquisitions without material deterioration in
its financial profile. Terex maintains adequate financial
flexibility through an unused $300 million revolving credit
facility and a cash position of about $260 million at September
30, 2001. Over time, Standard & Poor's expects Terex to operate
with total debt to EBITDA in the 3.0-4.0x range, and funds from
operations to total debt in the 10%-20% range.

                        Outlook: Stable

Downside ratings risk is mitigated by the company's good
geographic and product diversity, competitive cost structure,
modest capital intensity, and satisfactory financial
flexibility. In the near to intermediate term, potential for
higher ratings is limited by the company's weak financial
profile, significant debt levels and aggressive acquisition
strategy.

                       Rating Assigned

      Terex Corp.
        $200 million senior subordinated notes     B

                       Ratings Affirmed

      Terex Corp.
        Corporate credit rating                    BB-
        Senior secured debt                        BB-
        Subordinated debt                          B


TRI-UNION: S&P Concerned About Lack of Measures to Up Liquidity
---------------------------------------------------------------
Standard & Poor's placed its triple-'C'-plus corporate credit
and single-'B'-minus senior secured debt ratings on Tri-Union
Development Corp., on CreditWatch with negative implications.

The rating action follows the failure of Tri-Union to meet
expected financial and operational targets at the end of the
third quarter. Standard & Poor's now is concerned that without
operational improvement or the adoption of measures to enhance
liquidity, the company will not have sufficient financial
resources to meet $28 million of interest and debt payments in
June 2002. Standard & Poor's will monitor year-end 2001 and
future results as Tri-Union seeks to improve its ability to meet
its financial commitments.


TRUMP ATLANTIC: S&P Ups D Ratings to Junk Level After Payments
--------------------------------------------------------------
Standard & Poor's revised its corporate credit and senior
secured debt ratings for Trump Atlantic City Associates and
Trump Atlantic City Funding Inc. to double-'C' from 'D'.
Concurrently, the double-'C' corporate credit and senior secured
debt ratings for Trump Hotels & Casino Resorts Holdings L.P. and
Trump Hotels & Casino Resorts Funding Inc. were affirmed, and
removed from CreditWatch where they were placed on November 1,
2001.

The outlooks for Trump Hotels & Casino Resorts Holding L.P.,
Trump Hotels & Casino Resorts Funding Inc., Trump Atlantic City
Associates, and Trump Atlantic City Funding Inc. are negative.

The rating revision reflects the recent interest payments made
under the 11.25% first mortgage notes due 2006 that were issued
jointly by Trump Atlantic City Associates and certain
subsidiaries. In an 8-K filing dated Nov. 28, 2001, Trump Hotels
& Casino Resorts Inc. (THCR) noted that the payments followed
the establishment of a bondholders committee for the purpose of
good faith negotiations between bondholders and the
representatives of THCR. THCR stated that it anticipates the
negotiation and completion of a definitive agreement with
respect to the bonds prior to the due date of the next interest
payments, May 1, 2002. THCR further noted that if a mutually
satisfactory agreement is not reached, there can be no assurance
that such payments will be made in the future. Standard & Poor's
would consider any negotiated exchange or tender whose total
value is materially less than the originally contracted amount
as tantamount to default.

In addition to the notes referred to above, co-borrowers Trump
Hotels & Casino Resorts Holdings L.P. and Trump Hotels & Casino
Resorts Funding Inc. have an interest payment due on December
15, 2001, related to the outstanding 15.5% senior secured notes
due 2005.

                          Outlook: Negative

The negative outlook reflects Standard & Poor's concern that the
obligations are vulnerable to further downgrades, given
bondholder negotiations and the company's statements regarding
the next payment date.

                    Ratings Revised, Outlook Negative

                                                To          From
      Trump Atlantic City Associates
        Corporate credit rating                 CC            D
        Senior secured debt                     CC            D

      Trump Atlantic City Funding Inc.
        Corporate credit rating                 CC            D
        Senior secured debt                     CC            D

      Trump Atlantic City Funding II Inc.
        Senior secured debt                     CC            D

      Trump Atlantic City Funding III Inc.
        Senior secured debt                     CC            D


                Ratings Affirmed, Removed from CreditWatch;
                               Outlook Negative

      Trump Hotels & Casino Resorts Holdings L.P.
        Corporate credit rating                         CC
        Senior secured debt rating                      CC

      Trump Hotels & Casino Resorts Funding Inc.
        Corporate credit rating                         CC
        Senior secured debt                             CC


UNIFI INC: Completes Refinancing of Existing Credit Facilities
--------------------------------------------------------------
Unifi, Inc. (NYSE: UFI), announced that on December 7, 2001, the
Company completed the refinancing of its existing credit
facilities and has entered into a new facility with Bank of
America, N.A., and has engaged Bank of America, N.A. as
Administrative Agent and Banc of America Securities LLC as Lead
Arranger to syndicate the new facility.

The new $150 million facility is a five year asset based
revolving credit facility that is secured by a borrowing base
consisting of domestic accounts receivable and inventory.  The
new facility has been used to refinance the Company's existing
$150 million revolving credit facility and the $100 million
accounts receivable securitization.  Additionally, the new
facility is available to finance continuing working capital and
investment needs.

Loans under the new $150 million credit facility will bear
interest determined under an established performance pricing
grid.  The initial interest rate will approximate LIBOR plus
2.50% or prime plus 1.00%, at the Company's option.

Billy Moore, Unifi's EVP and CFO, said, "Refinancing our
existing credit agreements with this new facility provides the
Company with significant borrowing capacity and greater
flexibility regarding covenant levels and permitted investments
necessary to support the Company's growth."

"At Unifi, we are proud of the fact that from December 31, 2000
to the date of the refinancing, we have reduced our borrowings
by approximately $155 million.  We will remain focused on
strengthening our balance sheet by maximizing cash flows
generated from sales growth, reducing operating costs,
controlling capital expenditures, and lowering working capital
levels," added Moore.

Unifi is the world's largest producer and processor of textured
yarns. Its primary business is the texturing, dyeing, twisting,
covering, and beaming of multi-filament polyester and nylon
yarns.  Unifi's textured yarns are found in home furnishings,
apparel and industrial fabrics, automotive upholstery, hosiery,
and sewing thread.


VALEO ELECTRICAL: Files for Reorganization Under Chapter 11
-----------------------------------------------------------
Valeo (Paris: FR; OTC: VLEEY) announced that Valeo Electrical
Systems, Inc. (VESI) has filed for voluntary reorganization
under Chapter 11 of the U.S. Bankruptcy Code.

The Chapter 11 filing is limited to the operations of VESI --
its manufacturing facility in Rochester, New York and its
associated sales and administrative offices in New York City and
Auburn Hills, Michigan. This filing does not involve any other
Valeo company in the U.S. or elsewhere.

In its own separate announcement, VESI indicated that in the
face of an anticipated operating loss of $70 million in 2001, it
has filed for Chapter 11 to protect its operations and provide a
framework for restructuring.

VESI noted that under the protection of Chapter 11, it will
continue to operate and serve the needs of its customers, meet
employee payrolls, and establish priority of payment to
suppliers for materials delivered and services rendered
following the filing of the petitions. VESI believes it can have
a solid future in Rochester -- provided it gets the economics
right.

Valeo acquired the VESI operations from ITT in 1998. Since that
time, the operation has functioned as an independent entity
manufacturing automotive wiper and airflow systems, motors and
other components in North America for sale to car and truck
manufacturers, component suppliers and other customers.

Detailed information about the VESI Chapter 11 filing can be
found at http://www.valeoelectricalsystems.com.

Valeo is an independent industrial Group fully focused on the
design, production and sale of components, integrated systems
and modules for cars and trucks. Valeo ranks among the world's
top automotive suppliers. The Group has 144 plants, 52 R&D
centers, 10 distribution centers and employs nearly 72,000
people in 25 countries worldwide.

For more information on the Group and its businesses, consult
our website: http://www.valeo.com


VALEO ELECTRICAL: Chapter 11 Case Summary
-----------------------------------------
Lead Debtor: Valeo Electrical Systems, Inc.
              aka ITT Automotive Electrical Systems, Inc.
              aka Valeo Electronics
              aka Valeo Switches & Detection Systems
              aka NAD1
              aka NAD2
              aka Valeo Wiper Systems
              aka Wiper Systems
              aka Wiper Systems and Electric Motors
              aka Airflow Management Division
              aka Airflow Division
              aka Motors & Actuators Division
              aka Motors Division
              aka Wiper Division
              3000 University Drive
              Auburn Hills, Michigan

Bankruptcy Case No.: 01-16250-smb

Debtor affiliates filing separate chapter 11 petitions:

              Entity                        Case No.
              ------                        --------
              Valeo Electrical Systems
              Sales & Marketing LLC         01-16249-smb

Chapter 11 Petition Date: December 14, 2001

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtors' Counsel: Richard Steven Miller
                   Greenberg Traurig, LLP
                   Met Life Building
                   200 Park Avenue
                   New York, NY 10166
                   Tel: (212) 801-6767
                   Fax: (212) 801-6400

Estimated Assets: more than $100 million

Estimated Debts: more than $100 million


VERTIS HOLDINGS: S&P Cuts Ratings Over Weaker 2001 Expectations
---------------------------------------------------------------
Standard & Poor's lowered its ratings on Vertis Holdings Inc.
and its wholly owned subsidiary Vertis Inc.

The outlook is stable.

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

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

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

These factors are tempered by the company's leading market
position in the advertising insert segment, where the company is
one of the largest participants. These operations benefit from a
diversified customer base and a substantial recurring revenue
and cash flow stream, as long-term contracts account for more
than 50% of revenues. In addition, the company's entry into
the higher-margin direct marketing and digital services segments
has helped to diversify the cash flow base and provides good
growth prospects. In an effort to improve its operating and
financial performance, Vertis has undertaken a consolidation
plan, which simplifies the corporate structure, realigns the
existing sales force, and reduces the company's cost structure.
These initiatives, coupled with employee layoffs, are expected
to yield approximately $44 million in cost savings in 2001,
which on an annualized basis will yield approximately $86
million.

                         Outlook: Stable

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

      RATINGS LOWERED                           TO        FROM

      Vertis Holdings Inc.
        Corporate credit rating                 B+        BB-

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


WASTE SYSTEMS: Has Until March 7 to Elect to Remove Lawsuits
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Waste Systems International, Inc.'s third request extending
their time to file notices of removal on related proceedings
through March 7, 2002.

The Court ruled that the relief requested is necessary and in
the best interests of the Debtors and their respective estates.

Waste Systems International, Inc., an integrated non-hazardous
solid waste management company that provides solid waste
collection, recycling, transfer and disposal services to
commercial, industrial and municipal customers in the Northeast
and Mid-Atlantic Unites States, filed for chapter 11 protection
on January 11, 2001 in the U.S. Bankruptcy Court District of
Delaware. Victoria Watson Counihan, Esq., at Greenberg Traurig
LLP represents the Debtors in their restructuring efforts.


WEBVAN GROUP: Softbank America Discloses 7.61 Equity Interest
-------------------------------------------------------------
Softbank America Inc. beneficially owns 36,521,976 shares of the
common stock of Webvan Group Inc., representing 7.61% of the
outstanding common stock shares of that Company.  Softbank
America shares voting and dispositive powers over the stock
held.

Softbank Holdings Inc., Softbank Corporation and Masayoshi Son
share voting and dispositive powers over 46,372,251 shares of
Webvan Group's common stock, with a holding representing  9.66%
of the outstanding common stock shares of the Company.

Softbank America Inc., is a Delaware corporation; Softbank
Holdings Inc., a Delaware corporation; Softbank Corp., is a
Japanese corporation; and Masayoshi Son, a Japanese citizen. Mr.
Son is the President and Chief Executive Officer of Softbank and
owns an approximately 37.16% interest in Softbank.  Accordingly,
the 46,372,251 shares of common stock beneficially owned by
Softbank, representing approximately 9.66% of the common stock
outstanding, may be regarded as being beneficially owned by Mr.
Son.

Webvan Group, Inc., an Internet retailer offering delivery of
consumer products through an innovative proprietary business
design that integrated its webstore, distribution facility and
delivery system, filed for chapter 11 protection on July 13,
2001 in the Bankruptcy Court for the District of Delaware. Laura
Davis Jones, Esq., at Pachulski Stang Ziehl Young & Jones, P.C.,
represents the Debtors in their restructuring effort.


WHEELING-PITTSBURGH: 2nd Amended Unsecured Trade Panel Appointed
----------------------------------------------------------------
Ira Bodenstein, United States Trustee for Region 9, further
amends appointments to the Official Committee of Unsecured Trade
Creditors to reflect the withdrawal of FATA Hunter, Inc. from
the Official Committee of Unsecured Trade Creditors for the
chapter 11 case of Pittsburgh-Canfield Corporation and its
affiliated and subsidiary Debtors.

The members of the Committee as amended are:

                       TRW Inc.
                       Systems & Information Technology Group
                       c/o J.P. Connolly
                       1800 Glenn Curtiss Street
                       Carson, California 90746
                       (310) 764-9383
                       (Temporary Chairperson)

                       Rio Doce America, Inc.
                       c/o Armando Santos
                       546 5th Avenue, 12th Floor
                       New York, New York 10036
                       (212) 589-9882

                       Eichleay Corporation
                       c/o John G. Borman
                       6585 Penn Avenue
                       Pittsburgh, Pennsylvania 15206
                       (412) 363-1440

                       Ceredo Synfuels, LLC
                       c/o Fred Veradi
                       P. O. Box 308
                       Ceredo, West Virginia 25507
                       (304) 453-1336

                       United Steel Workers of America
                       (Non-voting)
                       c/o Richard Seltzer
                       330 West 42 Street
                       New York, New York 10036
                       (212) 563-4100

                       Ashland Inc.
                       c/o Terry Nicholson
                       P. O. Box 2219
                       Columbus, Ohio 43216
                       (614) 790-3009

                       UMWA Health & Retirement Funds
                       (Non-voting)
                       c/o Carl Tennille
                       2121 K Street NW
                       Washington, D.C. 20037
                       (202) 521-2288

                       Mingo Junction Energy Center, LLC
                       c/o Carl H. Moerer, Jr.
                       200 North LaSalle, Ste. 2820
                       Chicago, Illinois 60601
                       (312) 421-3313

                       Danieli
                       C/o Stevan Demase
                       800 Cranberry Woods Drive
                       Suite 400
                       Cranberry Twp., PA 16066
                       (724) 778-5400

                       Noranda, Inc.
                       C/o Trevor D'Sylva
                       181 Bay Street, Suite 4100
                       P. O. Box 755
                       BCE Place
                       Toronto, Ontario
                       M5J2T3
                       (416) 678-6141

                       Tube City, inc.
                       C/o John Keyes
                       P. O. Box 3500
                       Pittsburgh, PA 15230
                       (412) 678-6141

                       Teco Transport
                       C/o Tim Bresnahan
                       702 North Franklin Street
                       Plaza 9
                       Tampa, FL 33602
                       (813) 209-4229
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

                           *********

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

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

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

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

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

                           *********

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

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

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

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

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

                      *** End of Transmission ***