TCR_Public/011221.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, December 21, 2001, Vol. 5, No. 249


ACT MANUFACTURING: Banks Nix Extended Waivers Under Credit Pact
ANC RENTAL: Seeks Okay to Reject 28 Leases & Abandon Property
ALGOMA STEEL: Reaches Tentative Collective Agreements with USWA
AMERICA WEST: Will Further Amend Application for Loan Guarantees
AMES DEPARTMENT: Seeks 210-Day Extension of Exclusive Periods

AQUASEARCH INC: Special Bankruptcy Committee Appointed
AUTOMATION SOLUTIONS: Hathaway Named Lead Bidder for IDC Assets
BETHLEHEM STEEL: Has Until January 14, 2002 to File Schedules
CASUAL MALE: Outstanding Indebtedness Approximates $193 Million
CHIQUITA BRANDS: Signing-Up Weber Shandwick as PR Consultant

COLLINS & AIKMAN: S&P Assigns Low-B Rating to New $325MM Notes
COMDISCO INC: Proposes Sale Procedures for Certain LP Interests
CONDOR TECHNOLOGY: Shareholders Approve Proposed Debt Workout
DANA CORP: S&P Drops Ratings on Deteriorating Credit Protection
DANA CREDIT: S&P Cuts Ratings to Low-B After Parent Downgrade

ENRON CORP: Court Okays Payment of $2.1MM Carrier & Storage Fees
FRUIT OF THE LOOM: Will Proceed with Sale of Assets to Berkshire
FUELNATION INC: James L. Wilson Resigns as Company Director
GLOBAL TECHNOVATIONS: Files Chapter 11 Petition in Delaware
GLOBAL TECHNOVATIONS: Case Summary & 20 Largest Creditors

HALO INDUSTRIES: Selling Assets in MI and Canada to Beanstalk
HAYES LEMMERZ: Seeks Approval to Pay Consignment Vendors' Claims
HAYES LEMMERZ: Miller Tabak Makes Senior Note Buy Recommendation
IT GROUP: Likely Covenant Default Spurs S&P to Lower Ratings
INTEGRATED HEALTH: Rejecting 9 Palm Garden Leases in Florida

LTV CORP: Asks Court to Approve $15MM Loans to Tubular Division
LTV: Ex-Steelworkers Rally Congressional Support to Save Unit
LAIDLAW INC: London Guarantee Wants to File $30MM+ Late Claim
LODGIAN INC: Files for Protection Under Chapter 11 in New York
LODGIAN, INC: Chapter 11 Case Summary

MARINER POST-ACUTE: Court Okays 5th Amended DIP Financing Pact
METALS USA: Court Okays Bracewell & Patterson as Special Counsel
NATIONAL AIRLINES: U.S. Trustee Balks at PwC Indemnification
NATIONSRENT INC: Seeks Access to $55 Million of DIP Financing
NATIONSRENT: Bankruptcy Filing Prompts S&P to Drop Ratings to D

OWENS CORNING: IRS Wants to Set-Off Prepetition Tax Overpayments
PACIFIC GAS: Disclosure Hearing Rescheduled for January 14, 2002
POLAROID CORP: Court Extends Lease Decision Period to March 11
POLAROID CORP: Appareo Plans to Acquire Digital Solutions Assets
PRINTPACK: S&P Revises Low-B Rating Outlook to Positive

RETURN ASSURED: Banking on Pending Merger to Continue Operations
SHEFFIELD STEEL: Files for Chapter 11 Reorganization in Oklahoma
SHEFFIELD STEEL: Case Summary & 20 Largest Unsecured Creditors
SIMONDS INDUSTRIES: S&P Further Downgrades Junks Ratings
STEAKHOUSE PARTNERS: Commences Trading on OTC Bulletin Board

TELESYSTEM INTERNATIONAL: Closes US$15 Million Private Placement
TIOGA TECHNOLOGIES: Nasdaq Delists Shares Effective December 19
VIDEO UPDATE: Court Confirms Movie Gallery-Backed Plan
WARNACO GROUP: Seeks Approval of DIP Financing Pact Amendment
WESTERN POWER: Fails to Comply with Nasdaq Listing Requirement

WHEELING-PITTSBURGH: Inks Premium Financing Pact with Cananwill

* Jay Alix Names Al Koch as Chairman & Grindfors as President

* BOOK REVIEW: Ling: The Rise, Fall, and Return of a Texas Titan


ACT MANUFACTURING: Banks Nix Extended Waivers Under Credit Pact
ACT Manufacturing, Inc. (Nasdaq: ACTM) announced that it had
obtained and been operating last week under a Third Limited
Waiver to its Credit Agreement with its domestic bank syndicate,
which is led by The Chase Manhattan Bank.  The limited waiver
expired on December 14, 2001.  The Company is currently in
default under the Credit Agreement.  The domestic bank syndicate
has not agreed to any additional or extended waivers under the
Credit Agreement, and the Company has fully utilized the
available liquidity under the Credit Agreement.  The Company's
North American operations have very limited liquidity at this
time.  While the Company continues to pursue all alternatives,
the Company has limited options available.  Accordingly, the
Company can provide no assurance that it will obtain any of the
liquidity that it requires or any of the waivers or consents it
requires from the domestic bank syndicate or other parties. The
Company is considering, a number of actions, including
additional layoffs at several locations and the possibility of
seeking protection under the federal Bankruptcy Act, in order to
preserve its assets and value.

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

ANC RENTAL: Seeks Okay to Reject 28 Leases & Abandon Property
ANC Rental Corporation, and its debtor-affiliates seek entry of
an order authorizing the Debtors to reject 28 Leases and to sell
certain personal property, furniture, fixtures and equipment
located at the leased premises free and clear of all
Encumbrances, or if no buyer is found, to abandon the furniture
& fixtures. The Debtors also request that the rejection of the
Leases and the sale or abandonment of the furniture & fixtures
be effective as of the date the Debtors provide written notice
to such landlord or its agent and, if applicable, to such
subtenant, under each Lease stating that the Debtors have
vacated and no longer have any interest in the premises.

Mark J. Packel, Esq., at Blank Rome Comisky & McCauley LLP in
Wilmington, Delaware, tells the Court that the furniture &
fixtures are of minimal value, although the Debtors intend to
remove all of the furniture & fixtures to the extent that the
Debtors determine that the cost to remove and store any
furniture & fixtures in order to sell it would exceed any value
that could be realized in a sale. If the Debtors intend to
abandon any furniture & fixtures, Mr. Packel assures the Court
that they will provide written notice of the furniture &
fixtures they intend to abandon to the landlord or its agents.
The Debtors also request that the rejection of each Lease be
without prejudice to the Debtors' right to seek reimbursement
from the landlord or subtenant under such Lease in the event
that the Debtors have overpaid any of their rental or other
obligations under the terms of such Lease.

The Debtors request that the order approving the sale of the
furniture & fixtures provide, that such sale is free and clear
of all Encumbrances that may be asserted, with such Encumbrances
to attach to the proceeds of the sale of the furniture &
fixtures, subject to the rights, claims, defenses, and
objections, if any, of all interested parties with respect
thereto. If no buyer is found for the furniture & fixtures, Mr.
Packel contends that the abandonment of the furniture &
fixtures, which the Debtors may elect to leave at the premises,
is appropriate because such furniture & fixtures is of
inconsequential value and/or the cost of removing and storing
such property exceeds its value to the Debtors' estates.

If the Motion is granted and the Debtors are authorized to
reject the leases, the Debtors will be relieved of the
continuing obligation to:

A. participate in leases and subleases that are no longer
   advantageous or beneficial to the Debtors and their
   estates; and

B. pay ongoing lease payments, rent, and maintenance charges,
   among other things, on leases that are no longer beneficial
   to the Debtors and their estates.

Mr. Packel claims that the sale of the furniture & fixtures free
and clear of Encumbrances will allow the Debtors to realize
value from the furniture & fixtures that the Debtors have little
or no use for at their other locations and that is of
inconsequential value to the Debtor's estate. (ANC Rental
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

ALGOMA STEEL: Reaches Tentative Collective Agreements with USWA
Algoma Steel Inc., (TSE: ALG) announced that it has reached
tentative agreement with its two USWA Locals on new collective
agreements, meeting the requirements of the Company's Plan of

Ratification votes on the new collective agreements are expected
to take place on Friday, December 21st.

Algoma Steel Inc., based in Sault Ste. Marie, Ontario, is
Canada's third largest integrated steel producer. Revenues are
derived primarily from the manufacture and sale of rolled steel
products, including hot and cold rolled sheet and plate.

AMERICA WEST: Will Further Amend Application for Loan Guarantees
America West Airlines (NYSE: AWA) announced that Wednesday it
further amended its application for federal loan guarantees
under the Air Transportation Safety and Stabilization Act
following continued discussions with the Stabilization Board and
its staff.

The company's amended application includes a revised loan
structure that reduces the portion of the loan guaranteed by the
government from $400 million to $380 million, or approximately
85 percent of the $445 million loan, and now includes lenders
with no material interest in or exposure to the company.

Additionally, America West's seven-year business plan was
revised to reflect actual 2001 financial performance, which is
better than forecast in the company's original application, as
well as an increase in recently negotiated concessions.  The net
effect of these adjustments is a seven-year plan that
demonstrates America West's ability to repay the loan and retain
comfortable cash balances of nearly $600 million.

"We remain very confident that America West's application is in
a form that can and should be approved," said W. Douglas Parker,
chairman, president and chief executive officer.  "Our
application continues to show that America West is important to
the efficiency and viability of the U.S. airline industry.  As
amended, our application meets the latest demands of the
Stabilization Board, demonstrates increased comfort regarding
loan repayment and increases compensation to the U.S.

"Our business plan, which includes very conservative and
reasonable assumptions about the industry's recovery and America
West's ability to outperform the industry, clearly demonstrates
the company's ability to repay the loan," added Parker.  "We are
so confident our seven-year plan assumptions are reasonable that
we have made it available to the public."  America West
disclosed its seven-year plan through an 8-K filing with the
Securities and Exchange Commission yesterday.

Included in the revised application are third-party reviews of
the company's business plan by two highly regarded aviation
consulting firms, as well as credit assessments conducted by or
for the proposed lenders, all of which conclude that America
West's business plan is viable and the loan is prudently
incurred.  Additionally, the numerous creditors and business
partners providing the more than $600 million in concessions,
and their advisors, have reviewed the plan and reached similar

As a result of the even higher commitment to concessions, the
improving economic outlook and the comfortable margin for error
inherent in the seven-year plan, America West also enhanced its
application by including a $3.8 million (1 percent) upfront fee
and reducing the loan's average amortization from 5.8 years to
4.5 years.  The total returns to taxpayers are now well in
excess of the terms of a private commercial loan America West
had negotiated in August 2001, but which never closed due to the
terrorist attacks of September 11.

On November 13, America West submitted an application to the
Stabilization Board, outlining its success as a post-
deregulation carrier, its solid financial and competitive
position prior to September 11, a sound business plan and nearly
$600 million in concessions and contributions that would result
from the loan guarantees.

Following discussions with staff members of the Board, the
company amended its application on December 10 to include even
more conservative business model assumptions regarding the
rebound of the U.S. airline industry, a bottom-up seven-year
forecast for each of its routes served and a revised loan
structure including an increase in the at-risk portion of the
loan. Additionally, returns to taxpayers were significantly
increased through cash payments as well as the addition of
warrants to acquire approximately 3.4 million Class B shares of
America West Holdings Corporation.

"Our application for federal loan guarantees clearly meets
Congressional intent, the requirements and regulations governing
the Loan Guarantee Program and the spirit of the Stabilization
Act," added Parker.  "It sets an exceptionally high hurdle for
those that will follow.  We continue to believe that the
approval of America West's application is in the best interests
of airline competition, the traveling public and the U.S.

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

AMES DEPARTMENT: Seeks 210-Day Extension of Exclusive Periods
Ames Department Stores, Inc., and its debtor-affiliates ask
Judge Gerber to extend their exclusive period during which to
file a plan of reorganization and solicit acceptances of that
plan.  The Debtors ask for a 210-day extension of their
Exclusive Plan Filing Periods until July 16, 2002 and a
concomitant extension of their Exclusive Solicitation Period
until September 16, 2002.

Martin J. Beinenstock, Esq., at Weil Gotshal & Manges LLP in New
York, argues that extension of a debtor's exclusive periods
afforded under 11 U.S.C. Sec. 1121 is customary is both
customary and essential in the context of Ames' chapter 11
cases.  In addition, ample cause exists to grant the Debtors
such relief because the Debtors' cases are large and complex,
and the Debtors must assess their holiday results before
formulating a chapter 11 plan. Mr. Beinenstock relates that the
Debtors' commencement of these chapter 11 cases represents an
important effort to restructure their own financial and
operational needs in today's fluid retail environment. The
Debtors believe they have a strong and substantial market
presence as one of the nation's leading regional discount

To date, Mr. Beinenstock states that the Debtors have achieved
major and solid accomplishments in the three and a half months
since their chapter 11 cases commenced. The Debtors have
achieved operating results surpassing its business plan and has
prepared a forward-looking business plan for the statutory
creditors' committee. It has also analyzed virtually its entire
estate, and has closed and is closing a rational set of stores
to pay down its debt and to leave an efficient and profitable
core business of more than 330 stores.

Mr. Beinenstock tells the Court that the current holiday selling
season is the single largest selling season for retailers,
including the Debtors. All of the Debtors' efforts must continue
to remain focused on planning for and effectuating a strong
holiday sale season. As such, Mr. Beinenstock contends that the
Debtors' management cannot be distracted from the myriad issues
attendant to the Debtors' business operations by seeking to
negotiate a chapter 11 plan at this time as they must
concentrate on business preservation and growth. After the
holiday season, they will need sufficient time to analyze the
results with the Committee and to formulate a consensual chapter
11 plan.

Mr. Beinenstock argues that Courts well-recognize the benefits
and practical necessities of extending a debtor's exclusive
periods in large complex cases, particularly when there is no
indication the debtor is abusing the chapter 11 process through
such extensions. The Debtors and the Committee have worked
constructively and the vital components underlying a chapter 11
plan are being developed as rapidly as possible.  Mr.
Beinenstock notes that it is irrefutable that the Debtors depend
heavily on their holiday sales, which comprise a substantial
portion of their annual profits. Notably, Debtors exceeded its
plan in November and is working toward a very positive holiday
season, which will lead to the parameters of exit financing
which is already being formulated with Ames' lender.

Additionally, Debtors has undertaken significant efforts to re-
establish vendor and trade terms but absent the requested
extension of Exclusive Periods, the Debtors are concerned their
extensive efforts thus far will be adversely impacted. Notably:

A. vendors may reduce any recently enhanced trade terms,

B. vendors who have not yet agreed to improved terms may
   continue to decline to do so for fear a loss of exclusivity
   may create turmoil and uncertainty, or

C. vendors may even decline to ship in an uncertain environment.

Mr. Beinenstock contends that diverting attention of Debtors and
its vendors away from the holiday season and the subsequent
marketing and sales season would also be counterproductive as it
would undermine the common goal of maximizing the Debtors'
enterprise value. Finally, failure to extend the Exclusive
Periods at this critical time would send a strong, adverse
public message that the Debtors' reorganization efforts are
floundering.  Mr. Beinenstock explains that such a message would
lead to a lack of confidence among the Debtors' key
constituencies including employees, vendors, and customers.
Employees may again fear for the security of their jobs,
becoming less productive and causing unnecessary and harmful
attrition; vendors may tighten credit terms or refuse to ship
altogether; and disheartened customers may patronize other
retailers. In short, failure to extend the Exclusive Periods
could subvert the Debtors' overall business operations and
progress to date.

Mr. Beinenstock asserts that the chapter 11 process, which has
been exceedingly orderly and constructive to date, can only be
negatively impacted by termination of exclusivity. No one
currently has a plan to propose, and no one will be precluded
from asking the Court's permission to propose a plan if
exclusivity is extended. Mr. Beinenstock claims that the
extension only causes a putative plan proponent to ask
permission before filing a plan. This way irresponsible or
destructive plans and their concomitant effects on the business
can be avoided. (AMES Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

AQUASEARCH INC: Special Bankruptcy Committee Appointed
An involuntary petition was filed on or about October 29, 2001,
under Chapter 11 of the United States Bankruptcy Code, against
Aquasearch Inc., in United States Bankruptcy Court, District of
Hawaii (case 01-04260), by five purported creditors of the
Company. On November 30, 2001, the Company consented to the
entry of an Order for Relief and will continue to operate as a

A Special Bankruptcy Committee was appointed and delegated the
authority to work with the Debtor's Responsible Person and legal
counsel to assist in the administration of the Debtor-in-
Possession under Chapter 11 of the Bankruptcy Code. The
committee members are Richard Sherman, a member of Board of
Directors and Debtor's Responsible Person, Richard Propper, a
representative of Chardan Ventures, lender of Debtor-in-
Possession financing, and Gregory Kowal, a representative of the
petitioning creditors and shareholders. Aquasearch has
120 days to propose a plan of reorganization.

AUTOMATION SOLUTIONS: Hathaway Named Lead Bidder for IDC Assets
Hathaway Corporation (NASDAQ: HATH) announced that it has been
selected as the Lead Bidder to acquire the business and related
assets of the Industrial Devices Division (IDC) of Automation
Solutions International LLC (ASI), located in Petaluma,

ASI is currently a debtor-in-possession in a pending Chapter 11
bankruptcy case and the sale of IDC is being negotiated in
accordance with bankruptcy procedures, which are to be submitted
to the Bankruptcy Court for approval. Hathaway was selected by
ASI, its secured creditor and Creditors' Committee as the Lead
Bidder in a bidding process that was completed on Monday,
December 17, 2001, subject to definitive documentation,
overbidding and Bankruptcy Court approval. The bankruptcy sale
procedures call for an auction on February 5, 2002, where other
bids will be entertained provided they substantially exceed the
undisclosed Hathaway lead bid amount. The sale procedures also
provide for a break-up fee equal to five percent of Hathaway's
Lead Bid amount to be paid to Hathaway if Hathaway is not the
successful bidder. Under the sale procedures, Hathaway, as the
Lead Bidder, legally retains the right to match any other bid
received in the bankruptcy sale process.

IDC was founded in 1975 and offers a wide range of mechanical
and control products for automated positioning applications.
IDC's products are used in many applications requiring control
of linear position, thrust, speed or position. Examples of
applications of its products include controlling the positioning
of giant radio telescopes and plant robotic and industrial
automation equipment. IDC pioneered the electric cylinder as a
simpler, cleaner, more precise, more controllable and generally
more cost-effective alternative to hydraulic and pneumatic
positioning technology. During the last four quarters ended
September 30, 2001, IDC had revenues of $14.2 million and a loss
of $1.4 million. IDC's operating results have been significantly
influenced by ASI's bankruptcy and the general economic

"If completed, the acquisition of IDC will be complementary to
Hathaway's Motion Control products and markets," commented Dick
Smith, President and CEO of Hathaway. "With IDC's products,
Hathaway will enhance its ability to offer motion control
systems solutions in addition to being able to supply components
to OEMs and other suppliers of motion control systems."

"We are optimistic that once out from under the influence of
bankruptcy and with the strength of IDC's management team, IDC
will quickly return to profitability," Mr. Smith said.

Headquartered in Denver, Colorado, Hathaway designs,
manufactures and sells advanced systems and instrumentation to
the worldwide power and process industries, as well as motion
control products to a broad spectrum of customers throughout the
world. With subsidiaries in the United States and United Kingdom
and joint venture investments in China, Hathaway is a leading
supplier of systems automation and integration solutions to the
world power industry and a leader in motion control products.

BETHLEHEM STEEL: Has Until January 14, 2002 to File Schedules
Judge Lifland granted Bethlehem Steel Corporation's request and
extended the deadline by which the Company must file its
schedules of assets and liabilities, schedules of executory
contracts and unexpired leases, and statements of financial
affairs to January 14, 2002. (Bethlehem Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900)

CASUAL MALE: Outstanding Indebtedness Approximates $193 Million
Casual Male Corporation is highly leveraged.  The Company's
outstanding consolidated indebtedness for borrowed money
(including current maturities but excluding undrawn letters of
credit) totals approximately $193.0 million.  This relatively
high level of indebtedness could be a factor in determining
feasibility of any plan of reorganization that is required to be
confirmed in connection with the Company's Chapter 11 cases.
This level of indebtedness also could impair the Company's
ability to obtain additional financing and requires the Company
to dedicate a significant portion of its net cash flow from
operations to the payment of principal and interest on this
indebtedness, and puts the Company at increased risk in the
event it defaults under any indebtedness.

Net sales from continuing operations increased by $60.7 million
to $471.8 million in fiscal 2001 from $411.1 million in fiscal
2000, primarily due to a $35.5 million increase in sales
generated by the Repp Big & Tall retail store, catalog and e-
commerce businesses acquired in May 1999 and the introduction of
the Casual Male Catalog and e-commerce website during the
period. The sales increase was also the result of (i) an
increase in the average number of Casual Male Big & Tall stores,
outlet stores and Work 'n Gear stores in operation during fiscal
2001 as compared to fiscal 2000, (ii) a 3.2% increase in
comparable store sales (comparable store sales
increases/decreases are based upon comparisons of weekly sales
volume in Casual Male Big & Tall stores, outlet stores and Work
'n Gear stores that were open in corresponding weeks of the
comparison periods, as well as comparisons, beginning in
September 2000, of weekly sales volume in the Repp Big & Tall
stores, which were open in corresponding weeks of the comparison
periods) and (iii) an additional week in fiscal 2001, which
accounted for additional sales of $6.6 million.

The Company's operating income from continuing operations
increased by $3.8 million to $26.1 million in fiscal 2001 from
$22.3 million in fiscal 2000.  As a percentage of sales,
operating income was 5.5% in fiscal 2001 as compared to 5.4% in
fiscal 2000.

Net loss for fiscal 2001 was $101.9 million as compared to net
earnings for fiscal 2000 of $8.9 million.

CHIQUITA BRANDS: Signing-Up Weber Shandwick as PR Consultant
Chiquita Brands International, Inc., sought and obtained the
Court's permission to retain Weber Shandwick Worldwide as its
public relations consultant.

Robert W. Olson, Senior Vice President of Chiquita Brands
International, Inc., relates that Weber Shandwick is a
communications firm that has extensive experience in crisis
communication, involving matters such as corporate transactions,
bankruptcies, reorganizations and restructurings.  Weber
Shandwick has extensive experience in assisting financially
troubled companies with public relations, including companies
that have been in bankruptcy, Mr. Olson adds.

According to Mr. Olson, the Debtor has retained the services of
Weber Shandwick as public relations consultant since December
20, 2000.  As of the Petition Date, Mr. Olson reports, Weber
Shandwick's billing for professional services rendered during
the year prior to the Petition Date equaled approximately

Many persons and entities will be interested in the Debtor's
bankruptcy, Mr. Olson foresees.  The cooperative participation
of many of these persons and entities will be necessary for the
Debtor to successfully reorganize, Mr. Olson asserts.  According
to Mr. Olson, Weber Shandwick will be able to help the Debtor
protect, retain and develop the goodwill and confidence of these
constituencies by assisting the Debtor in:

    (a) communicating reliably, accurately and effectively;

    (b) speaking with a unified, authoritative voice;

    (c) presenting a coherent, consistent message;

    (d) managing the Debtor's disclosure of information;

    (e) correcting, counteracting and controlling damage in
        regard to the rumors and misinformation that inevitably
        will arise;

    (f) deterring and dissuading irrational, uninformed,
        panicked or other behavior deleterious to the estate and
        the reorganization; and

    (g) otherwise protecting the goodwill of the Debtor.

In addition, Mr. Olson remarks, by having a public relations
consultant, other professionals in the case and company officers
who might otherwise have to spend significant amounts of time on
public relations matters will be able to focus better on their
respective competencies and jobs in the management and
reorganization of the Debtor.

According to Andy Polansky, President of the New York office of
Weber Shandwick, a retention agreement between Weber Shandwick
and the Debtor provides that Weber Shandwick will be paid for
its services on an hourly basis:

              President                    $400
              Principal                     375
              Sr. Managing Dir. / EVP       350
              Managing Directors / SVP      325
              Director / VP                 250
              Group Managers                215
              Account Supervisors           190
              Senior Associates             175
              Associates                    150
              Junior Associates             125
              Account Coordinators           75
              Interns                        50

In addition, Mr. Polansky tells Judge Aug, the Debtor will
reimburse Weber Shandwick for any out-of-pocket expenses
reasonably incurred by Weber Shandwick in the performance of its

"To the best of my knowledge and belief, neither I nor Weber
Shandwick holds or represents any interest adverse to the
Debtor's estate," Mr. Polansky declares.  Weber Shandwick has in
the past represented, currently represents, and likely in the
future will represent creditors of the Debtor in matters
unrelated to these cases, Mr. Polansky admits.  However, Mr.
Polansky assures the Court, Weber Shandwick will not represent
any other entity in connection with this chapter 11 case.  Weber
Shandwick is a "disinterested person" within the meaning of
section 101(14) of the Bankruptcy Code, Mr. Polansky concludes.
(Chiquita Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

COLLINS & AIKMAN: S&P Assigns Low-B Rating to New $325MM Notes
Standard & Poor's assigned its single-'B' rating to Collins &
Aikman Products Co.'s $325 million senior unsecured notes due
2011, to be issued under Rule 144A with registration rights. At
the same time, Standard & Poor's assigned its double-'B'-minus
rating to the company's $700 million senior secured bank credit
facility. The senior notes and bank facility will be guaranteed
by the company's parent, Collins & Aikman Corp.

In addition, all existing ratings on the two companies were
affirmed. The outlook is stable.

Proceeds from the new debt issue and credit facility will be
used to fund the acquisition of Textron Inc.'s Automotive Trim
Division (TAC-Trim) and to refinance existing debt. Total
consideration for the purchase includes $735 million in cash and
assumed debt, $326 million of preferred shares and 18 million of
common shares to be issued to Textron. In addition, Textron will
provide $87 million of lease financing for certain retained
equipment and will be entitled to a payment in 2007 of up to
$125 million to be calculated based on Collins & Aikman's EBITDA
during the five-year period ending 2006. The cash portion of the
purchase price will be partially financed with $160 million in
proceeds from the issuance of common shares to Collins &  
Aikman's largest shareholder, Heartland Industrial Partners,
L.P. The transaction is expected to close by year-end 2001.

The ratings reflect Collins & Aikman's leading market positions
in the highly competitive and cyclical automotive supply
industry, combined with a weak financial profile.

The acquisition of TAC-Trim will result in some improvement in
Collins & Aikman's business profile by increasing product,
customer, and geographic diversity, and providing greater scale
in key product areas. TAC-Trim, with fiscal 2000 sales of $1.87
billion and EBITDA of $229 million, is a leading manufacturer of
integrated cockpits, instrument panels, interior trim, and
exterior components. Collins & Aikman's credit protection
measures will also improve with pro forma total debt (including
the addition of securitized accounts receivable) to EBITDA on a
last 12-month basis declining to the 4.2 times area from about
5.0x as of September 30, 2001. Nevertheless, financial risk will
remain high, reflecting the company's high debt leverage and
thin cash flow protection.

The combined company will be the number-one or number-two
supplier in more than a dozen automotive interior trim product
categories, including instrument panels, door trim, acoustic
materials, and fabric seat covering. Collins & Aikman will also
be a leading supplier of integrated cockpit modules, a market
that is expected to show above-average growth during the next
few years.

Risks include integration challenges resulting from the
company's aggressive growth strategy. Upon completion of the
TAC-Trim acquisition, Collins & Aikman will have more than
doubled its size during the past year. The company's ability to
successfully integrate manufacturing, product development,
information systems, and corporate cultures is a major risk
factor. Nevertheless, the retention of several senior managers
of TAC-Trim and the delay in closing the acquisition, which has
provided additional time to formulate consolidation plans,
should help to smooth the integration process. Additional
challenges include the uncertain outlook for automotive
production in the next few years, ongoing pricing pressure from
manufacturers, and the potential effect from the weakened U.S.
and global economies.

High financial risk results from the company's heavy debt load
and thin cash flow protection. Collins & Aikman's operating
results have been hampered during the past year by reduced and
erratic automotive production levels in North America, new
vehicle launch costs, pricing pressures, and the negative
effects of the Sept. 11 attacks. Sales declined 13% and EBITDA
declined 25% during the first nine months of 2001 compared with
the same period in 2000.  TAC-Trim's results have also declined,
with sales down 17% and EBITDA down 30% during 2001. The price
of the TAC-Trim acquisition has been reduced by about $100
million and the proportion of equity in the deal has increased
to reflect changed economic circumstances. Lower costs from
integration and restructuring actions, combined with new
business awards, should partially offset the effects of reduced
auto production levels.

Fair financial flexibility is provided by adequate liquidity,
the ability to sell assets, and the support of Heartland
Industrial Partners. Future acquisitions are expected to be
financed in a way that preserves financial flexibility. Over
time, Standard & Poor's expects EBITDA interest coverage to
average 2.5x and total debt to EBITDA to average between 4.0x
and 4.5x, satisfactory levels for the rating.

The rating on Collins & Aikman's new bank facility is the same
as the corporate credit rating. The facility consists of a
$212.5 million revolving credit facility, a $175 million tranche
A term loan, and a $312.5 million tranche B term loan. The
facility will mature in 2005. Financial covenants will include
maximum debt leverage and minimum interest coverage ratios.
Security will be provided by most assets but collateral
protection is reduced by the pledge of a sizable portion of
accounts receivable associated with a securitization program.
The company's cash flows were significantly discounted to
simulate a default scenario and capitalized at an EBITDA
multiple reflective of the market. While lenders should realize
meaningful recovery of principal, it is not clear that a
distressed enterprise value would be sufficient to cover the
entire facility.

                        Outlook: Stable

Collins & Aikman's strong market positions, and good customer
and geographic diversity should limit downside risk. Upside
potential is constrained by cyclical and competitive industry
conditions, an aggressive growth strategy, and a heavy debt

                         Ratings Assigned

     Collins & Aikman Products Co.
       $700 mil. senior secured notes rating*          BB-
       $325 mil. senior unsecured notes*               B

                          Ratings Affirmed

     Collins & Aikman Corp.
       Corporate credit rating                         BB-

     Collins & Aikman Products Co.
       Subordinated debt rating*                       B
       Senior secured debt*                            BB-

     * (guaranteed by Collins & Aikman Corp.)

                              *   *   *

DebtTraders reports that Collins & Aikman Products Co.'s 11.500%
bonds due 2006 (COLAIK) trade between 92 and 96. See for  
real-time bond pricing.

COMDISCO INC: Proposes Sale Procedures for Certain LP Interests
Comdisco, Inc., and its debtor-affiliates ask Judge Barliant for
an order approving procedures to sell their interests in certain
limited partnerships free of liens, claims and encumbrances
without requesting further Court approval.

According to George N. Panagakis, Esq., at Skadden, Arps, Slate,
Meagher & Flom, in Chicago, Illinois, the Debtors have decided
to sell its investment interests in certain limited partnerships
in order to eliminate certain capital obligations, minimize risk
of investment loss, and eliminate costs associated with
participation in the limited partnerships.

Mr. Panagakis tells the Court that the Debtors own limited
partnership interests in these Delaware Limited Partnerships:

                         Comdisco's   Remaining  Net Asset Value
Name of Fund            Commitment   Commitment   as of 9/30/01
------------            ----------   ----------  ---------------
Charles River
Partnership XI, LP       $5,000,000   $4,625,000       $284,302

DCM III, LP              $1,000,000     $825,000       $143,896

New Enterprise
Associates 10 LP        $10,000,000   $8,500,000     $1,587,512

Oak Investment
Partners X              $12,000,000  $11,400,000     $1,079,865

Redwood Ventures IV      $5,000,000   $3,750,000     $2,557,521

Seapoint Ventures II     $1,500,000   $1,350,000       $121,302

Vantage Point
Venture Partners III     $5,000,000   $2,250,000     $2,422,944

Vantage Point
Venture Partners IV     $10,000,000   $9,200,000       $693,831

Weiss Peck & Greet
Venture Associates       $7,500,000   $7,500,000       $907,986

Mr. Panagakis informs Judge Barliant that each of the Limited
Partnerships has as its primary objective the provision of
venture capital to, and investment in, technology-related and/or
growth-oriented businesses.  Ms. Panagakis explains that the
investments made by the Limited Partnerships are of a high-risk
nature, as is the Debtors' investment interest in the Property.

Under each of the Limited Partnership agreements, Mr. Panagakis
says, the limited partners are required to make certain capital
contributions in accordance with the applicable Limited
Partnership agreement.  According to Mr. Panagakis, the net
asset value of the Debtors' interest in any individual Limited
Partnership interest does not exceed $3,000,000, and the
aggregate net asset value of the Property does not exceed

Mr. Panagakis tells the Court that the Debtors have marketed the
Property to 30 parties who are known to the Debtors and the
Debtors' financial advisors as the most likely candidates to
have an interest in purchasing the Property.  Of those 30
parties, Mr. Panagakis says, 11 parties expressed an interest in
purchasing one or more of the interests in the Limited
Partnerships.  But to date, Mr. Panagakis relates, only one of
these parties has submitted a firm bid (which bid has since
expired).  "None of these parties is willing to act as a
stalking horse in a competitive bidding process without any
compensation," Mr. Panagakis informs Judge Barliant.

That's why, Mr. Panagakis explains, the Debtors want the Court's
approval to sell the Property pursuant to the Notice Procedures
without further approval of the Court.  According to Mr.
Panagakis, the Debtors seek to sell the Property as a whole or
in any combination of one or more specified Limited Partnership
interests.  Mr. Panagakis contends that these Notice Procedures
and the streamlined sale process will permit the Debtors to
obtain the best recovery for the Property.

The Debtors propose these "Notice Procedures" be implemented for
the sale of the Property in lieu of a separate notice and a

    (a) The Debtors will give notice of the sale of any and all
        Properly to:

         (i) the United States Trustee,

        (ii) counsel to any official committee formed in these

       (iii) any known holder of alien, claim or encumbrance, if
             any, against the specified property to be sold, and

        (iv) the notice party to any Limited Partnership with
             consent rights or rights of first refusal.

       The Sale Notice shall be served by facsimile, so as to be
       received by 5:00 p.m. (Eastern Time) on the date of
       service. The Sale Notice shall specify:

        (1) the Property to be sold,

        (2) the identity of the proposed purchaser (including a
            statement of any connection between the proposed
            purchaser and the Debtors), and

        (3) the proposed sale price.

    (b) The Notice Parties shall have five business days after
        the notice is sent to object to or request additional
        time to evaluate the proposed transaction. If counsel to
        the Debtors receives no written objection or written
        request for additional time prior to the expiration of
        such five-day period, the Debtors shall be authorized to
        consummate the proposed sale transaction and to take
        such actions as are necessary to close the transaction
        and obtain the sale proceeds.

    (c) If a Notice Party objects to the proposed transaction
        within five business days after the notice is sent, the
        Debtors and such objecting Notice Party shall use good
        faith efforts to consensually resolve the objection. If
        the Debtors and the objecting Notice Party are unable to
        achieve a consensual resolution, the Debtors will not
        take any further steps to consummate the proposed
        transaction without first obtaining Bankruptcy Court
        approval of the proposed transaction upon notice and a

    (d) Liens shall attach to the net proceeds of the sale,
        subject to any claims and defenses the debtor may
        possess with respect thereto, and any amounts in excess
        of such liens shall be utilized by the Debtors in
        accordance with the terms of the Debtors' post-petition
        financing arrangement.

    (e) Nothing in the foregoing procedures shall prevent the
        Debtors, in their sole discretion, from seeking
        Bankruptcy Court approval at any time of any proposed
        transaction upon notice and a hearing. (Comdisco
        Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)   

CONDOR TECHNOLOGY: Shareholders Approve Proposed Debt Workout
Condor Technology Solutions, Inc. (OTCBB:CNDR) announced at its
annual meeting of stockholders that the company's proposed debt
restructuring was approved, as contemplated by the company's new
four-year credit facility.

The restructuring with its Lender Group, led by First Union
National Bank, provides for the conversion of approximately one-
third of the company's bank debt and restructures the balance.
The converted debt, in the form of a $12.1 million note, will be
cancelled upon issuance of company equity to a trust established
by the Lender Group.

The meeting of stockholders also reelected Peter T. Garahan as a
director of the company and appointed BDO Seidman as the
company's independent accountants.

Condor Technology Solutions is a technology and communications
company specializing in the organization, analysis and creative
distribution of business information. The company's business
practices include Web development, business intelligence,
contact center services, infrastructure support and marketing
communications. Condor Technology Solutions was founded in 1998.

It is headquartered in Baltimore, Maryland, with offices and
operations throughout the Northeast. The company's Web site is

DANA CORP: S&P Drops Ratings on Deteriorating Credit Protection
Standard & Poor's lowered its ratings on Dana Corp. and removed
the ratings from CreditWatch where they were placed September
27, 2001. The outlook is now stable.

The rating actions reflect the continuing deterioration in
Dana's credit protection measures and Standard & Poor's
expectation that challenges associated with the implementation
of a significant restructuring program during a period of
weakening demand and heightened competitive pressures will
prevent the company from restoring its financial profile to
previously expected levels over the near to intermediate term.

Dana is a major supplier of automotive components to both the
original equipment and replacement markets. The company also
produces parts for off-highway and industrial applications and
provides lease financing through its subsidiary, Dana Credit
Corp. (Dana recently announced that it intends to sell the
businesses of Dana Credit.)

Despite Dana's leading market positions for many of its
products, a diversified customer base, a solid aftermarket
distribution network, and good global diversification, the
company also faces challenging and cyclical markets. Industry
pressures have intensified in the past year due to sharp
declines in heavy-duty truck production; declining production
schedules in the passenger car/light-truck market; increasing
pricing pressures; and continuing softness in the aftermarket.
These pressures have led to a significant deterioration in the
company's financial profile.

For the first nine months of 2001, Dana reported net income
(excluding nonrecurring items) of $19 million, compared with
$375 million for the same period of 2000. Full-year 2000 net
income declined to $334 million (after $173 million in
restructuring and integration charges) from $513 million in
1999 (after $181 million in restructuring and integration

In response to the earnings pressures, Dana recently announced
that it was cutting its dividend, pursuing the sale of the
businesses of Dana Credit, and accelerating the restructuring of
its operations. It expects to take a $445 million after-tax
charge to cover the restructuring, which will involve the
closure or consolidation of more than 30 facilities worldwide
and a reduction in headcount of at least 15%. Much of the
restructuring is expected to occur during the next few quarters.
These actions should position the company to perform better
during a period of industry stress.  However, over the near
term, they will put additional pressure on cash flow and reduce
financial flexibility.

Dana is currently in the process of renegotiating its bank
lines. Given the challenging near-term outlook for Dana's end
markets and the significant restructuring occurring next year,
Standard & Poor's believes that covenant compliance will remain

The ratings are based on the assumption that:

     * Dana will be successful in renewing its 364-day facility
       and amending its five-year facility;

     * Dana will remain in compliance with bank covenants and
       retain a sizeable level of unused borrowing capacity
       under these lines; and

     * Funds from operations to debt will average in the mid- to
       upper-teen-percentage area over the near term, with debt
       to capital averaging in the 60% area (adjusted for
       operating leases).

                       Outlook: Stable

Upside rating potential is limited by difficult industry
fundamentals and the challenges associated with the significant
restructuring program underway at the company. Benefits from
restructuring actions and ongoing efforts to improve financial
flexibility should limit downside risk.

          Ratings Lowered, Removed From CreditWatch

     Dana Corp.                                 TO       FROM
       Long-term corporate credit rating        BB       BBB-
       Senior unsecured debt                    BB       BBB-
       Senior unsecured bank loan               BB       BBB-
       Commercial paper                         B        A-3
       Short-term corporate credit              B        A-3

DANA CREDIT: S&P Cuts Ratings to Low-B After Parent Downgrade
Standard & Poor's lowered its counterparty credit and senior
unsecured debt ratings on Dana Credit Corp., a 100%-owned
subsidiary of Dana Corp.

The ratings remain on CreditWatch with developing implications,
where they were placed on October 17, 2001, following Dana
Corp.'s announcement that it has engaged the firm of Lazard
Freres and Co. to pursue the sale of Dana Credit Corp.
CreditWatch with developing implications indicates that the
ratings could be raised, lowered, or affirmed, depending on the
creditworthiness of any potential acquiring company.

The ratings actions mirror the downgrade of Dana Credit's
parent, Dana Corp., and the effects of Dana Corp.'s ratings on
the funding capabilities of Dana Credit Corp.

          Ratings Lowered; Still on CreditWatch Developing

                                           TO        FROM
     Dana Credit Corp.
       Counterparty credit ratings         BB/B     BBB-/A-`3
       Senior unsecured                    BB       BBB-

ENRON CORP: Court Okays Payment of $2.1MM Carrier & Storage Fees
Enron Corporation, and its debtor-affiliates ordinarily utilize
the services of common carriers to store, ship, transport and
deliver supplies and materials used in their business operations
to and from their operational facilities.

According to Brian S. Rosen, Esq., at Weil, Gotshal & Manges
LLP, in New York, the Debtors estimate that, as of the Petition
Date, such common carriers hold approximately $7,300,000 to
$12,300,000 worth of goods.  This includes approximately
$2,700,000 a day for shipments of pulp and lumber, coal and
other supplies and materials, Mr. Rosen notes.  The value of the
supplies and materials in the possession of the common carriers
substantially exceeds the amounts owed to the common carriers,
Mr. Rosen advises Judge Gonzales.

Additionally, the Debtors lease warehouse space in numerous
locations around the world to store lumber, pulp, steel, oil,
gas, fuel, petrochemical and plastics.  The costs associated
with leasing the required storage, warehouse and transloading
spaces are paid by the Debtors in the ordinary course of
business, Mr. Rosen explains.  As a result of these chapter 11
cases, Mr. Rosen says, these warehousemen hold the Debtors'
goods and may refuse to release such goods pending payment from
the Debtors of their pre-petition obligations, thereby
disrupting the Debtors' operations.  According to Mr. Rosen, the
goods in the warehousemen's possession are worth approximately
$17,000,000.  This amount substantially exceeds the amounts the
Debtors owe to the warehousemen, Mr. Rosen notes.

If the Debtors do not pay the pre-petition common carrier and
warehousemen charges, Mr. Rosen relates, the supplies and
materials held by the common carriers and warehousemen will be
subject to possessory liens under applicable state law.  
Besides, Mr. Rosen reminds the Court, the Uniform Commercial
Code grants to creditors holding possessory liens priority in
payment over consensual lien creditors.  As secured creditors,
Mr. Rosen observes, the common carries and warehousemen are
entitled to receive full payment for their charges pursuant to
any confirmed plan of reorganization in these cases.

Thus, Mr. Rosen points out, payment of such charges and fees
gives the common carriers and warehousemen no more than that to
which they are already entitled.  On the other hand, Mr. Rosen
warns, absent the payment of the amount owed, common carriers
and warehousemen are likely to retain the Debtors' supplies and
materials in their possession, which value exceeds the
outstanding pre-petition charges.  As of the Petition Date, Mr.
Rosen tells the Court, the Debtors owe common carriers and
warehousemen an aggregate of approximately $2,125,000.

At this critical point, Mr. Rosen contends, any interruption in
the delivery of such goods would have a detrimental effect on
the Debtors' reorganization efforts.  Thus, the Debtors seek an
order authorizing, in the exercise of their business judgment,
the payment of the pre-petition common carrier and warehousemen

After due deliberation, Judge Gonzalez permits the Debtors - in
their discretion and exercise of their business judgment - to
pay all pre-petition:

    (a) Common Carrier Charges,
    (b) Warehousemen Charges,
    (c) Pre-petition Customs Duties,
    (d) Pre-petition Broker Charges, and
    (e) Foreign Obligations,

all on the same basis, and in accordance with the same practices
and procedures, as in effect prior to Petition Date.  However,
the Court prohibits the Debtors to make payments in excess of
$21,300,000 absent further order of the Court.

Judge Gonzalez further requires the Debtors to file an
accounting of any payments made pursuant to this Order as soon
as practicable. (Enron Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

FRUIT OF THE LOOM: Will Proceed with Sale of Assets to Berkshire
The Fruit of the Loom auction planned for Tuesday, December 18,
2001, was canceled after no bids were received by the December
13 deadline.  The auction was to be held in the New York offices
of Milbank, Tweed, Hadley & McCloy, Fruit of the Loom's counsel.

Fruit of the Loom will present the results of that process to
Judge Peter J. Walsh at a scheduled hearing on January 2, 2002,
at 4:00 pm.

The lack of competing bids allows Fruit of the Loom to move
forward with the next step in the Berkshire asset sale - the
drafting of a reorganization plan that relies on the Berkshire
agreement for its payout to creditors.  A committee of Fruit of
the Loom's creditors and the Court must then approve the plan.
(Fruit of the Loom Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

FUELNATION INC: James L. Wilson Resigns as Company Director
Effective December 12, 2001, FuelNation Inc., received a letter
of resignation from James L. Wilson, who resigned his position
as a director of the Company.   Mr. Wilson submitted a letter to
the Company, citing the fact that the Company was in the process
of obtaining the majority consent of its shareholders to
undertake a "reverse split" of its issued and outstanding common
stock, whereby the Company intends to issue one share of its
common stock for every 30 shares of common stock issued and
outstanding as of the proposed record date of such reverse stock
split.  Mr. Wilson's letter stated that he was not comfortable
having this action  authorized without the Company calling a
special meeting of shareholders to authorize such action.

The Company has stated that it believes, by obtaining the
majority consent of its shareholders to adopt the reverse split,
it is complying with the laws of the State of Florida, the
Company's state of incorporation.  The Company will obtain the
written consent of the holders of a majority of the Company's
issued and outstanding common stock to implement this reverse
split.  If and when the Company does obtain the approval of this
reverse stock split from the holders of a majority of the issued
and outstanding common stock, the approval of this measure would
have been assured had the Company called a special meeting of
shareholders. Additionally, because of the Company's limited
capital, management believes that it is in the best interests of
the Company and its shareholders to undertake this action, in
order to avoid incurring additional costs. FuelNation says that
the actions recommended by Mr. Wilson only incur substantial
costs and expenses for the Company.

                              *  *  *

According to a report in the Troubled Company Reporter on
November 16, FuelNation's independent certified public
accountants issued a going concern note.  In addition, the
Company incurred a loss of $489,684 for the three months ended
March 31, 2001, and had a working capital deficiency of $64,557
at March 31, 2001.  These factors among others, the Company's
auditors said, raise substantial doubt about the Company's
ability to continue as a going concern for a reasonable period
of time.

GLOBAL TECHNOVATIONS: Files Chapter 11 Petition in Delaware
Global Technovations, Inc. (AMEX:GTN) announced that the
Company, the exclusive provider of the patented MotorCheck On-
Site Oil Analyzer, "Blood Test For Your Car" technology, and
four of its affiliates, On-Site Analysis, Inc., ARCS Safety
Seat, Inc., Top Source Automotive, Inc., and Top Source Oil
Analysis, Inc. filed for reorganization under Chapter 11 of the
United States Bankruptcy Code. The filing, which was made in the
United States Bankruptcy Court for the District of Delaware,
will enable the Company to conduct business as usual with the
Court's protection, while implementing its new business plan.

Importantly, GTI also announced that it has received a $1.5
million debtor-in-possession (DIP) financing commitment from The
Mennen Trust. The DIP facility will provide the parent company
and its subsidiary, On-Site Analysis, Inc. ("OSA") with much-
needed working capital to meet immediate and future operating
cash flow needs and to fulfill the Company's business
obligations, including all employee wages and new vendor

Will Willis, Chairman and CEO of GTI, stated, "Although we have
worked diligently to find alternative means to fund operations,
the cessation of operations and liquidation of the Company's
wholly-owned subsidiary, Onkyo America, Inc., made it impossible
to secure adequate working capital financing. The Chapter 11
reorganization of the Company and its affiliated debtors is
intended to maximize the value of our assets for the benefit of
creditors and position the surviving entity to emerge from this
process in a stronger financial condition. Furthermore, the
Chapter 11 filing will allow us to return our focus to expanding
the distribution and use of the Company's MotorCheck

Global Technovations, Inc., develops, assembles and markets the
patented MotorCheck and TruckCheck On-Site Analyzer, "an oil
analysis mini-lab in a box", solid state spectroscopic analyzers
for liquid petroleum marker detection systems, the
PetroAnalytics line of diesel fuel and gasoline properties
analyzers for the automotive, truck and heavy-duty equipment
service markets.

GLOBAL TECHNOVATIONS: Case Summary & 20 Largest Creditors
Lead Debtor: Global Technovations, Inc.  
             7108 Fairway Drive
             Suite 200
             Palm Beach Gardens, FL 33418

Bankruptcy Case No.: 01-11667

Debtor affiliates filing separate chapter 11 petitions:

             Entity                        Case No.
             ------                        --------
             On-Site Analysis, Inc.        01-11668
             ARCS Safety Seat, Inc.        01-11669
             Top Source Automotive, Inc.   01-11670
             Top Source Oil Analysis, Inc. 01-11671

Type of Business: GTI is a public holding company. Through its
                  On-Site Analysis, Inc., subsidiary, GTI
                  develops, assembles and markets the patented
                  Motor Check and Truck Check On-Site Analyzer.  
                  The On-Site Analyzer is an oil analysis mini-
                  lab for the automotive, truck and heavy-duty
                  equipment service markets. GTI, through its
                  Onkyo America, Inc. subsidiary, manufactures,
                  assembles and distributes audio speakers for
                  the automotive, computer, television and
                  telephone industries.

Chapter 11 Petition Date: December 18, 2001

Court: District of Delaware

Debtors' Counsel: Thomas E. Lauria, Esq.
                  John Cunningham, Esq.
                  White & Case LLP
                  First Union Financial Center
                  200 S. Biscayne Boulevard
                  Miami, Florida 33131-2352
                  Tel: 305 371 2700


                  Jeffrey M. Schierf, Esq.
                  The Bayard Firm
                  222 Delaware Avenue
                  Suite 900
                  Wilmington, Delaware 19801
                  Tel: 302 655 5000

Total Assets: $25,068,730

Total Debts: $22,390,246

Debtors' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
GMAC Business Credit, LLC   Loan                  $14,932,303
461 Fifth Avenue
21st Floor
New York, NY 1017
Tel: 212 489 4755
Fax: 212 489 3980

Onkyo Europe                Loan                   $3,850,000
Electronics GMBH
Industriestrasse 18/20,
Germering, Germany
Tel: 49 089 84398 0
Fax: 49 089 84932 65

Onkyo Malaysia SDN.BHD      Loan                   $3,850,000
Piot 105, Kawasan
Perusahaan Darulaman
Bandar Darulaman
06000 Jitra, Kedah Darul
Aman, Malaysia
Tel: 04 603 825 7490
Fax: 04 603 825 7478

NCT Audio Production        Contract               $3,500,000
One Dock Street
Suite 300
Stamford, CT 06902
Tel: 203 961 0500
Fax: 203 348 4106

Onkyo Corporation            Loan                  $3,300,000
201, Nissin-Cho
Osaka 574-8450, Japan
Tel: 011 81 3 3548 1580
Fax: 011 81 7 2832 8178

FNF Capital, Inc.            Loan                  $1,602,245
7701 France Avenue
South, Suite 120
Edina, MN 56435
Tel: 952 826 3019
Fax: 952 826 3050

Republic Bank Lease          Loan                    $528,292
802 North 500 West
Suite 103
West Bountiful, UT 84088
Tel: 801 566 2600
Fax: 404 874 0905

Transportation Alliance      Loan                    $313,121
4185 Harrison Blvd.
Suite 200
Ogden, UT 84403
Tel: 801 334 4800
Fax: 801 334 4818

McDaniel Associates          Contract                $195,000

Cadwalader, Wickersham &     Contract                $167,878

Pullman Bank - Lease         Loan                    $166,320

Ocean Optics, Inc.           Trade Debt              $142,437

Fluid Metering, Inc.         Trade Debt              $102,524

Samir Financial Services     Contract                 $85,000

Galaxie Labs, Inc.           Trade Debt               $69,772

Cambridge Applied Systems    Trade Debt               $58,500

L-Tronics Incorporated       Trade Debt               $51,656

ICS Advent                   Trade Debt               $41,346

Reet Corp.                   Trade Debt               $40,868

Insight                      Trade Debt               $37,101

HALO INDUSTRIES: Selling Assets in MI and Canada to Beanstalk
HALO Industries, Inc., (OTC Bulletin Board: HMLOQ) a promotional
products industry leader, announced its intent to sell its Troy,
MI-based business and the stock of HALO Canada, Inc., its wholly
owned subsidiary, to The Beanstalk Group, pending approval from
the U.S. Bankruptcy Court in Wilmington, Delaware.  The
Beanstalk Group is a full service licensing agency and
consultancy.  Terms of the transactions were not disclosed.

HALO's Troy, MI business includes satellite offices in Orlando,
FL and Norfolk, VA.  HALO Canada has offices in Toronto,
Vancouver and Calgary.  HALO acquired both the Troy, MI business
and HALO Canada though the acquisition of Creative Concepts in
Advertising in January 1997.

"The sale will dramatically strengthen our financial position by
eliminating most, if not all, of our bank debt.  It will also
reduce our dependence on a single, high revenue client," said
Marc Simon, HALO's president and chief executive officer.  "The
related nature of these business units made them unique
candidates for divestiture."

Unlike most of HALO's approximately 20 other locations in North
America, both the Troy, MI business and HALO Canada have
maintained standalone infrastructures since their acquisition.  
Since its filing of Chapter 11 bankruptcy on July 30, 2001, HALO
has continued to conduct business operations and meet all of its
employee, vendor and customer obligations.

"The completion of this transaction also reduces some of the
complexities related to our previously announced transition of
overhead functions to Sterling," said Simon.

In late September, HALO announced that its management and
support functions would migrate from Niles, Illinois, to a new
HALO service center in Sterling, Illinois, co-located with its
Lee Wayne subsidiary.

The Beanstalk Group, with nearly 100 professionals around the
globe, is the world's leading licensing management agency and
consultancy.  With offices in New York, Detroit, Los Angeles and
London, Beanstalk offers clients the opportunity to execute
strategic licensing programs with global reach. Current
Beanstalk clients include AT&T, The Coca-Cola Company, Harley-
Davidson, Ford Motor Company, The Stanley Works, Mary-Kate and
Ashley, McDonald's, and Master Lock.  For more information,
please visit  

HALO Industries, Inc. (OTC Bulletin Board: HMLOQ), based in
Deerfield, IL with offices worldwide, is a promotional products
leader and brand marketing organization.

HAYES LEMMERZ: Seeks Approval to Pay Consignment Vendors' Claims
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP in
Wilmington, Delaware, informs the Court that a significant part
of Hayes Lemmerz International, Inc.'s inventory includes goods
delivered to the Debtors under consignment agreements for
incorporation into finished product. Many of the Debtors'
Consignment Vendors depend upon their business with the Debtors
for their livelihood and likewise, Debtors depend upon the
availability of Consigned Goods on favorable trade terms in
order to offer their products to their customers on a
competitive basis.

The Debtors recognize that without the establishment of Court-
authorized consignment procedures, the Consignment Vendors would
suffer from considerable uncertainty as to whether the Consigned
Goods would become embroiled in the chapter 11 processes and
whether and when a claim arising out of the delivery of such
pre-petition Consigned Goods would be paid. Mr. Chehi submits
that the Consignment Vendors may file various motions seeking
relief from the automatic stay to exercise rights they may have
to demand return of Consigned Goods or seeking to compel the
Debtors to assume or reject their consignment agreements. The
Debtors prefer to avoid such litigation in favor of continuing
their pre-petition relationships with Consignment Vendors.

In order to insure that the Consignment Vendors are protected
while at the same time allowing the Debtors to continue to
utilize Consigned Goods, and in order to avoid the necessity of
litigation pertaining to the status of Consigned Goods as
property of the Debtors' estates, the Debtors request that the
Court approve procedures concerning Consigned Goods, including
an authorization to pay Consignment Vendors, in the Debtors'
sole discretion, for Consigned Goods held and received by the
Debtors in the ordinary course of business, consistent with the
Consignment Vendors' pre-petition consignment agreements with
the Debtors and/or by the pre-petition course of dealing between
the Consignment Vendors and the Debtors.

The Debtors request that they be permitted to continue to accept
Consigned Goods from any Consignment Vendor under a consignment
agreement with the Debtors and to continue to pay such
Consignment Vendor in the ordinary course of the Debtors'
businesses. Additionally, to the extent that Consignment Vendors
are willing to continue to provide Consigned Goods to the
Debtors post-petition under ordinary and customary trade terms,
the Debtors request authority to pay such Consignment Vendors in
the ordinary course of business for any Consigned Goods used by
the Debtors post-petition, including Consigned Goods ordered or
delivered but not paid for pre-petition. The Debtors do not
believe that payment for Consigned Goods ordered or delivered
pre-petition will exceed $9,000,000.

Mr. Chehi contends that such relief will allow the Debtors to
continue to utilize Consigned Goods post-petition and at the
same time reward those Consignment Vendors who continue to
provide such Consigned Goods post-petition by dispelling any
uncertainty that might arise regarding the delivery of Consigned
Goods. In addition, the Debtors wish to avoid any requirement
that the Consignment Vendors need file financing statements
pursuant to the Uniform Commercial Code with respect to
Consigned Goods.  Without this relief, Mr. Chehi fears that the
Debtors' Consignment Vendors will be subjected to unnecessary
uncertainty, expense and risk.

The Debtors believe that it is unnecessary for Consignment
Vendors to file post-petition financing statements pursuant to
the Uniform Commercial Code with respect to Consigned Goods. Mr.
Chehi argues that the filing of such financing statements could
cause confusion and generate unnecessary litigation, while the
Debtors have a firm understanding of their existing
relationships with Consignment Vendors. Avoiding the necessity
to file financing statements will generate goodwill among the
Consignment Vendors and encourage them to do business with the

Mr. Chehi points out that the Debtors face an analogous
situation, because the Debtors cannot survive unless they have a
continuous supply of raw materials, much of which is provided to
them by vendors on a consignment basis. The loss of access to
favorable trade terms available through consignment transactions
will have an immediate and detrimental impact on the Debtors'
business. Mr. Chehi believes that Consignment Vendors may cease
doing business with the Debtors and/or embroil the estates in
ceaseless litigation over the validity and priority of claims to
Consigned Goods, which may then put the Debtors' post-petition
financing and continued operations in jeopardy. Accordingly, the
Debtors believe that continuing to pay in the ordinary course,
Consignment Vendors who continue to do business with the Debtors
clearly constitute a necessary payment practice.

Assuming the Debtors could seek authority to assume certain of
the consignment agreements, Mr. Chehi claims that it would be
costly and time consuming if undertaken by motions pursuant to
section 365 of the Bankruptcy Code. By contrast, permitting the
Debtors to pay claims for Consigned Goods in the ordinary course
of business will promote the expeditious administration of these
cases by eliminating the substantial time and expense incident
to involving the Court in each consignment agreement
individually.  Because the Debtors will be making payments only
on account of Consigned Goods that are incorporated into
finished product and resold, and only to Consignment Vendors who
continue to offer favorable trade terms to the Debtors, Mr.
Chehi asserts that the estates' ability to generate revenue will
be enhanced rather than impaired by the relief requested in this
Motion. (Hayes Lemmerz Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

HAYES LEMMERZ: Miller Tabak Makes Senior Note Buy Recommendation
Miller Tabak Roberts Securities LLC, a leading broker/dealer
specializing in corporate high-yield, convertible bonds,
distressed bank loans and emerging market debt, announced that
in connection with the recent bankruptcy filing by Hayes Lemmerz
International Inc., Steve Schoene, a Senior Vice President in
the research department, initiated coverage of Hayes (NYSE:
HAZ), the world's largest supplier of wheels to the automotive
industry and has issued a buy recommendation on Hayes' Senior
Notes (11-7/8% due 2006) and Term Loan bank debt.

According to Schoene, "Based on our work, which includes review
of Hayes' preliminary re-statement of past financial results and
recent documents filed with the bankruptcy court, we believe
that Hayes' Senior Notes and bank debt are attractive based on
current prices and our analysis of the company's overall workout

Miller Tabak Roberts Securities, LLC is a globally-focused fixed
income firm recognized for providing institutional clients
worldwide with focused, independent research and trading
expertise in US corporate high yield and convertible bonds,
distressed bank loans and emerging market debt. MTR also
operates as a leading market-maker servicing broker-dealers
throughout the United States. MTR is headquartered in New York
City with offices in Dallas, TX and Miami, FL, and can be found
on the Internet:

DebtTraders reports that Hayes Lemmerz's 11.875% notes due 2006
(HAYES1) trade in the high 40s.  For real-time bond pricing, see

IT GROUP: Likely Covenant Default Spurs S&P to Lower Ratings
Standard & Poor's lowered its ratings on IT Group Inc. and
maintained them on CreditWatch with negative implications.

The downgrade follows the company's announcement that it will
not be in compliance with the year-end 2001 financial covenants
of its senior secured credit agreement. Previously, IT Group was
expected to be in compliance with the covenants for the fourth
quarter and the year. The worsening liquidity situation stems
mainly from continued weak operating environment, ineffective
project execution, and failure to reduce high debt levels.

In response, the firm has undertaken actions to reduce costs,
sell certain noncore assets, access additional sources of
capital, and better manage its working capital. Considerable
uncertainties remain whether those efforts will be successful in
restoring profitability and financial flexibility and providing
a cushion to meet debt service requirements in 2002. Ratings
could be lowered again unless IT Group's financial profile is
strengthened to a level consistent with current expectations. If
the company is successful in its negotiations with the banks,
however, ratings will likely be affirmed and removed from

IT Group is a leading provider of environmental consulting,
engineering and construction, remediation, and facilities
management services, with a solid backlog of about $4.8 billion.
The U.S. government accounts for about 55% of revenues (the
Department of Defense is by far the largest customer), with
the balance from commercial, state and local government clients.

Standard & Poor's will monitor ongoing developments to assess
the impact on credit quality.

               Ratings Lowered; Remain on CreditWatch
                    with Negative Implications

                                        TO         FROM
     IT Group Inc.
       Corporate credit rating           B           B+
       Senior secured (bank) debt        B           B+
       Subordinated debt                 CCC+        B-

INTEGRATED HEALTH: Rejecting 9 Palm Garden Leases in Florida
Integrated Health Services, Inc., and its debtor-affiliates ask
the Court to issue an order, pursuant to Secs. 105(a) and 365(a)
of the Bankruptcy Code and Rule 6006 of the Bankruptcy Rules
authorizing them to reject nine leases, each related to certain
non-residential real property and improvements located in the
State of Florida, by and between Palm Garden Healthcare, Inc.
(Lessor) and each of Debtor (a) IHS-l d/b/a Palm Garden of
Clearwater, (b) IHS-3 d/b/a Palm Garden of Jacksonville, (c)
IHS-4 d/b/a Palm Garden of Largo, (d) IHS-5 d/b/a Palm Garden
of North Miami Beach, (e) IHS-7 d/b/a Palm Garden of Orlando,
(f) IHS-8 d/b/a Palm Garden of Pinellas, (g) IHS-9 d/b/a Palm
Garden of Port St. Lucie, (h) IHS-10 d/b/a Palm Garden of Sun
City Center, and IHS-11 d/b/a Palm Garden of Tampa, as lessees,

Besides the 9 Divesting Leases, there are five other leases
between the same Lessor and five other direct or indirect
subsidiaries of IHS (the Palm Garden Leases). In this motion,
the Debtors do not seek to reject the five other Palm Garden
Leases.  The Debtors are aware that each of the 14 Palm Garden
Leases contains a cross-default clause and a cross-renewal
clause, but believe they are of no consequence because each
applies only to other leases with the same tenant and each
tenant has only one lease with Palm Gardens.

The Debtors have determined at this time that, of the fourteen
Palm Garden Facilities operated by the Debtors, the nine
Divesting Facilities are unprofitable and should be divested.
Each of the Divesting Leases loses money, and is projected to
continue to do so, for a combined annual negative EBTTDA of

Consistent with the Debtors' reorganization strategy of
preserving those healthcare facilities that contribute value to
their estates, and divesting itself of those facilities that
impose financial burdens on their estates, the Debtors seek
Court authorization to reject the Divesting Leases pursuant to
Sec. 365 of the Bankruptcy Code.

                 Palm Garden's Limited Objection

The Lessor Palm Garden Healthcare, Inc. (PGHI) objects to the
Debtors' motion. In particular, PGHI objects to the Debtors'
allegations of financial performance of the nine Rejected
Facilities. PGHI also requests for an opportunity for discovery
and an opportunity to be heard so that the significant factual
and legal issue as to whether the Debtors may "cherry pick"
among these fourteen leases should be allowed.

PGHI alleges/argues as follows:

-- Integrated Health Services, Inc. and the fourteen subsidiary
   Debtors (the IHS Subs) were formed simultaneously for the
   purpose of entering into fourteen template leases that were
   part of a single integrated lease transaction where IHS
   leased all of the Nursing Home facilities of Florida
   Convalescent Centers, Inc., a total of 1,880 licensed beds.

-- Each of the IHS Subs simultaneously applied for licenses to
   operate the 14 facilities and all 14 licenses were
   simultaneously issued.

-- IHS guaranteed the payment and performance of all obligations
   of all 14 of the IHS Subs and management of all of the 14 IHS
   Subs are controlled by management of IHS. IHS charges each of
   the IHS Subs a management fee.

-- Each of the 14 leases contained delayed "Lease Commencement"
   dates (and corresponding all or nothing termination rights)
   based upon the satisfaction of numerous mutuality conditions
   contained in each lease many of which required that Landlord
   be in obligations that are in common to all the 14 leases.

-- At the time of the filing of the IHS Chapter 11 cases, all 14
   of the IHS Subs were in default of the same financial
   covenant contained in section 5 of all 14 leases. Those
   defaults have not been cured. In addition, several of the 14  
   IHS Subs incurred other defaults in the payment of utility
   bills which were secured by surety bonds issued to various
   utilities by PGHI or one of its affiliates.

PGHI contends that IHS and the 14 IHS Subs were and are willing
parties to a single integrated non-severable transaction with
PGHI and its affiliates. "The evidence will show that the
parties to the leases clearly intended that the cross default
and cross renewal provisions would apply to all of the IHS
single purpose/single asset entities that simultaneously entered
into the leases," PGHI tells the Court, "The evidence will show
that the Debtors' position is based on nothing more than a
drafting error in the leases and that the Debtors knew of the
error and fully intended for the transaction to be one single
integrated transaction."

PGHI therefore objects to the Debtors' motion and requests the
opportunity for limited discovery, a hearing and either pre- or
post-hearing briefing before the entry of any order authorizing
the rejection or assumption of less than all of the 14 leases.

PGHI objects specifically to the statements of the Debtors
concerning projected profitability. PGHI believes that at least
seven of the nine proposed locations are profitable nursing
homes.  PGHI tells the Court that the pro forma financial
statements previously provided to PGHI by the Debtors show
different projected annualized results for all nine locations.
PGHI alleges that the Debtors have grossly inflated the expense
figures. "The Debtors should be required to submit evidence as
to how they arrived at such figures," PGHI asserts, "In the
alternative, PGHI should be given an opportunity to provide the
Court with what it believes to be adequate and proper financial

In the event the Court is inclined to authorize IHS to reject
any of the nine leases, PGHI contends that such rejections
should be conditioned upon satisfaction of all of the following:

       a) the Debtors should first be ordered to propose a
specific procedure for transition for the nine nursing homes at
risk and the Debtors should be required to pay all post-petition
rent and other obligations, as provided for specifically in the
leases, until such time as the transition is complete. Moreover,
during this transition phase, the Debtors should be required to
operate the nine leased locations under the supervision of the
Court and must maintain each facility as a going concern without
movement of patients (unless requested by the patient) or staff
to their other locations which will now compete with former Palm
Garden locations until such time as the Landlord can find
suitable tenants to take over the facilities so as to minimize
the rejection damage and guaranty claims which will be asserted
against the various Debtors' estates.

       b) the rejection effective date and the rejection damage
claim filing date must not be set unless and until the relevant
IHS Sub has complied with each and every relevant Florida and
Federal law, rule or regulation applicable to the transfer of
the facilities and their licenses.

       c) The Landlord must be free to disclose and the Debtors
must be ordered to cooperate in providing to prospective tenants
the Debtors' historical operating revenue and expense and loss
experience, along with other information consistent with the
standard due diligence provisions typical in the leasing of
nursing homes.

       d) The principals of Florida Convalescent Centers, Inc.
must be excused from their covenants not to compete in any
markets and the Debtors must be ordered and restrained from
using the Palm Gardens name at any location, including those
which it intends to retain.

       e) The Debtors must be restrained from abandoning or
rejecting its Medicare provider numbers for the facilities
pending any transition. (Integrated Health Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

LTV CORP: Asks Court to Approve $15MM Loans to Tubular Division
The LTV Corporation, and its debtor-affiliates switch gears from
the focus on LTV Steel and present a Motion seeking Judge
Bodoh's approval of interim Debtor-In-Possession loans for their
LTV Tubular business.  The "LTV tubular" facilities include LTV
Steel's pipe and conduit facilities in Counce, Tennessee;
Ferndale, Michigan; Elyria, Ohio; Marion, Ohio; and Youngstown,
Ohio; and Debtor The Georgia Tubing Corporation's facility in
Cedar Springs.

                 The Reasons for the Borrowing

The Debtors advise Judge Bodoh that they believe that they can
obtain maximum value for LTV Tubular if it is sold as a going
concern.  The modifications to the APP proposed in this Motions
will only fund the shutdown of the integrated steel business.  
Accordingly, by this Motion the Debtors seek approval of
postpetition financing for LTV Tubular in order to fund
operations and preserve its going concern.

The Debtors note that their existing DIP financing matures on
June 30, 2002, and provides for mandatory commitment reductions
of (a) $100 million on September 30, 2001, (b) $100 million on
December 31, 2001, and (c) $200 million on March 31, 2002.  Due
in large part to the Debtors' continuing efforts to reduce costs
and due in part to excess proceeds from the sale of VP
Buildings, the Debtors have been able to continue operations
after the $100 million commitment reduction on September 30,
2001.  As of the Motion date, the Debtors expect to have
approximately $470.7 million in outstanding borrowings under the
Existing DIP Financing.

However, LTV Tubular has an immediate need to borrow funds and
continue to use the collections of accounts receivable and
inventory sales to fund operations pending a sale of LTV
Tubular's assets, or else it will be forced down the path of the
integrated steel business.  The APP severs the ties between the
integrated steel business and LTV Tubular and the Copperweld
Companies, which creates a series of short term and long term
financing needs.  LTV Tubular will begin operations without
any cash on hand other than collections from accounts receivable
that occur after the implementation of the APP.  Accordingly,
LTV Tubular will require immediate cash to fund operations until
it establishes a sufficient cash flow.  Additionally, while
current projections indicate that LTV Tubular is cash-flow-
positive, these projections consider LTV Tubular's performance
over the course of an entire year.  LTV Tubular will require
access to a revolving credit facility to accommodate normal
fluctuations in cash receipts and disbursements.

The Debtors turned to the existing DIP Lenders to provide the
necessary funding for LTV Tubular because the existing DIP
financing is currently secured with a first priority lien on the
LTV Tubular assets.  After "significant discussions", JPMorgan
Chase and others of the existing DIP lenders have agreed to
provide a facility with a total commitment up to $30 million.  
The Debtors seek interim authority to borrow up to $15 million
of the Commitment immediately.

                     Terms and Conditions

Term and Amount of Commitment:  The Lenders have agreed to
provide a total commitment in the amount of $30 million, with a
sublimit of $3 million for Letters of Credit.  The Commitment
will remain available for one year and will be repaid in full on
December 5, 2002, but subject to certain mandatory prepayments.  
Letters of Credit will expire no later than 60 days after the
maturity date of this loan.

Priority and Liens:  (a) Superpriority administrative claims
that will be (i) senior to the superpriority administrative
claims in respect of the obligations under the existing DIP
Facility, and (ii) pari passu with the superpriority claims
granted to certain creditors of Copperweld; (b) First-priority
lien on any cash deposited in the Letter of Credit account; (c)
Lien on all property of the Debtors that is subject to valid and
perfected liens in existence on the Petition Date, valid liens
in existence on the Petition Date which are perfected after
the Petition Date, and Permitted Liens under the previous and
new Credit Agreements; and (d) A senior priming lien on all
tangible and intangible property of the Debtors that is subject
to existing liens that presently secure the obligations under
the existing DIP Facility.  This priming lien, however, will be
subject to and junior to any  valid and perfected liens in
existence on the Petition Date, valid liens in existence on the
Petition Date which are perfected after the Petition Date, and
Permitted Liens under the previous and new Credit Agreements.

These claims and liens are not subject to a carve-out as is
normally present in other financings of this type.

Consent of the Primed Parties:  The Lenders are also existing
DIP Lenders and are consenting to the priming of their own liens
in the existing DIP Financing.  The Debtors expect and believe
that the other existing DIP Lenders will consent to priming of
their liens.  Currently, VP Buildings, Inc., and the LTV Steel
Mining Company, Inc., hold claims which are secured by
previously approved Junior Contribution Liens on the inventory
and accounts receivable of LTV Steel and Georgia Tubing to
secure claims that these Debtors may have based on the use of
proceeds from the sale of its assets to repay obligations under
the existing DIP financing in excess of borrowings under that
financing actually received by the Debtor in question.  VP
Buildings and LTV Steel Mining have agreed to subordinate their
junior contribution liens in order to allow the Debtors to grant
these priming liens.

Fees:  Upon closing, a facility fee in the amount of 2% of the
Commitment.  In addition, the Debtors have agreed to pay a
commitment fee in the amount of 1/2 of 1% of the average daily
unused total commitment which shall be paid monthly in arrears.  
The financing also includes certain fees for Letters of Credit,
such as a fee to Lenders at the rate of 5% per annum of the
daily average of the Letters of Credit outstanding for the
period through June 5, 2002, and 7.5% per annum for the period
thereafter up to the maturity date, a fee to the fronting banks
of 1/4 of 1% per annum of the amount of each Letter of Credit
issued by the fronting bank, as well as "other customary fees
and expenses" of the fronting banks.  The financing does not
include other fees such as closing fees, administration fees and
syndication fees.

Interest Rates:  The JPMorgan Chase alternate base rate, which
is a prime rate, plus 4% for the period through June 5, 2002,
and 6.5% for the period thereafter up to the Maturity Date or,
at the Debtors' option, at LIB(R plus 5% for the period through
and including June 5, 2002, and 7.5% for the period thereafter
through and including the Maturity Date.  Upon the occurrence
and during the continuation of any default in then payment of
principal, interest or other amounts due under the Credit
Agreement, interest shall be payable on demand at 2% above the
then-applicable rate.

Minimum Borrowings:  Minimum borrowings shall be $1 million with
no more than five LIBOR loans outstanding at one time.

Mandatory Prepayments:  The Loans are to be prepaid prior to the
Maturity Date upon the occurrence of any of: (i) if at any time
the total amount of outstanding loans and Letters of Credit
exceeds the lesser of the Total Commitment or the Borrowing Base
by the amount of such excess; (ii) the Termination Date by the
amount of the  Total Loans outstanding and Letters of Credit
outstanding; (iii) the sale of any of the assets or properties
of the Debtors associated with the Tubular business (other than
inventory in the ordinary course of business) for cash in excess
of $250,000 by an amount equal to 100% of the net cash proceeds
from such sale.  Upon the occurrence of an event of default,
notwithstanding the APP and any other modification of the
financing, the Debtors have agreed to use 100% of the available
proceeds and 100% of any further sale or disposition of assets
or properties of the Debtors associated with the Tubular
Business to repay the obligations under the financing.

Covenants:  Same as those in the existing DIP Facility, with two
modifications:  LTV Tubular may not make any more than $3
million of capital expenditures per quarter up to an aggregate
amount of $9 million during the term of the financing; and LTV
Tubular is to maintain a minimum of $10 million of cumulative
EBITDA for the previous six months. (LTV Bankruptcy News, Issue
No. 21; Bankruptcy Creditors' Service, Inc., 609/392-00900)

LTV: Ex-Steelworkers Rally Congressional Support to Save Unit
Laid off steelworkers from LTV Steel Corp. facilities in
Cleveland, Indiana Harbor, IN and Hennepin, IL returned to
Capitol Hill Thursday to rally congressional support behind the
Emergency Steel Loan Guarantee Amendments of 2001 aimed at
winning final approval of a loan to save their jobs and the
healthcare benefits of 60,000 retirees and surviving spouses.

U.S. Sen. Paul Wellstone (D-MN) has drafted legislation to amend
the existing Emergency Steel Loan Guarantee Act of 1999 to
strengthen flexibility of the original law so that LTV Steel
would be eligible for a loan guarantee. Currently, the federal
loan board has determined LTV is not eligible for the guarantee,
since the company is not making steel while in a 'hot idle'
operational status.

National City Bank and Key Bank have indicated willingness to
extend a $250 million Loan to LTV, but only if the federal loan
guarantee is approved.

About 200 active and retired LTV steelworkers will be arriving
late tonight in buses at their 'Steel City Camp Solidarity' on
the campus of the George Meany Labor Studies Center in Silver
Spring, MD., where others have remained in tents since last
week's efforts. Prior to the holiday recess, the steelworkers
will be making daily lobbying visits for a final appeal to
Congress in support of the Wellstone amendment.

Some Cleveland steelworkers will stop in Youngstown before
coming to Washington, where they will observe today's federal
bankruptcy court proceedings on LTV Steel. A bankruptcy judge
will decide whether to allow efforts to save the company to
continue, or to go forward with an asset sale and closure.

LAIDLAW INC: London Guarantee Wants to File $30MM+ Late Claim
The General Bar Date for these cases expired on October 16,
2001, according to Walter H. Curchack, Esq., at Robinson,
Silverman, Pearce, Aronsohn & Berman, LLP, in New York, New
York.  However, Mr. Curchack notes, neither Laidlaw Inc., nor
any other party has filed a plan of reorganization.

London Guarantee Insurance Company and the Debtors are parties
to several Indemnity and Security/Claims Agreements with London
Guaranty as surety:

Claim Against         Date of Agreement  Other Parties
-------------         -----------------  -------------
Laidlaw Inc. and       May 23, 2000      Greyhound Canada
Laidlaw Ltd.                             Transportation
                                         Corporation, Autobus
                                         Transco (1998) Inc.,
                                         Capital Bus Sales
                                         (1988) Ltd., and Gray
                                         Line of Vancouver
                                         Holding Limited, et al

Laidlaw Inc.           Dec. 23, 1998     Penetang-Midland Coach
                                         Lines Limited, and its
                                         successors and assigns

Laidlaw Inc. and       Jan. 31, 1991
any and all
present and future

Laidlaw Inc. and       Aug. 31, 1993
each of their
successors and

Mr. Curchack informs Judge Kaplan that the total outstanding
amount of such Bonds and Policies is $30,353,803 and is
comprised of:

               $7,802,285 in performance bonds;
                 $354,699 in labor and material bonds;
                  $23,001 in commercial surety bonds; and
          plus $7,000,000 in respect of policies

Mr. Curchack emphasizes that London Guarantee has rights of
subrogation and other surety rights in respect of all such
bonds, policies and claims.

But when London Guarantee received the bar date order, Mr.
Curchack relates, it was not specifically addressed to the
claims department.  It was only after the deadline that the firm
was reminded of the bar date.

Mr. Curchack asserts that London Guarantee's failure to file a
proof of claim constitutes excusable neglect.  "London Guarantee
only missed the claims bar date by 4 days, a very short time
particularly given the recent filing in this case," Mr. Curchack
notes.  Furthermore, Mr. Curchack adds, the omission was in good

In addition, Mr. Curchack maintains that these chapter 11 cases
have not progressed to the point where otherwise meritorious
assertions of excusable neglect should be disallowed as
impairing the judicial process or the timely administration of
the Debtors' bankruptcy estate.  "The Debtors are still in the
process of receiving and assessing timely filed claims," Mr.
Curchack adds.  Also, Mr. Curchack observes that no
disbursements to unsecured claimants have been made from the
Debtors' estate.  As such, Mr. Curchack insists that the
allowance of London Guarantee's claim will not impair the timely
disposition of these bankruptcy cases. "There is no danger of
prejudice to the Debtors if London Guarantee's claim is
allowed," Mr. Curchack asserts.

Thus, London Guarantee asks Judge Kaplan for permission to file
its unsecured claim in the amount of $30,353,803 after the bar
date. (Laidlaw Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  

LODGIAN INC: Files for Protection Under Chapter 11 in New York
Thursday, Lodgian, Inc. (OTC Bulletin Board: LODN) voluntarily
filed for protection under Chapter 11 of the U.S. Bankruptcy
Code in Federal Court in New York.

The filing was precipitated by the weaker U.S. economy, the
decline in travel since the events of September 11, and the
company's heavy debt load.  Lodgian, Inc., and most of its
operating subsidiaries were included in the filing.  The company
announced that it has received a commitment for up to $25
million for debtor-in-possession financing, subject to court
approval, from a group of lenders led by Morgan Stanley and
Lehman Brothers, Inc.  This financing will allow the company to
operate in the normal course during the bankruptcy proceedings.

David E. Hawthorne, the company's CEO since October 1, 2001,
said:  "The Chapter 11 filing brings us closer to completing the
operating and financial restructuring begun by the company in
June, 2001.  We intend to emerge from bankruptcy in 2002 with
strong prospects for revenue and earnings growth.  We appreciate
the continued support of our many vendors, employees and

Lodgian, Inc., is one of the largest owner/operators of full and
mid-priced hotels in the United States, with 106 hotels located
in 32 states and one hotel in Windsor, Canada.  The company
operates hotels under nationally recognized hospitality
franchises such as Marriott, Holiday Inn, Hampton Inn, Sheraton
and Radisson.

LODGIAN, INC: Chapter 11 Case Summary
Lead Debtor: Lodgian, Inc.
             3445 Peachtree Road, NE, Suite 700
             Atlanta, GA 30326

Bankruptcy Case No.: 01-16345-brl

Debtor affiliates filing separate chapter 11 petitions:

             Lodgian Financing Corp.
             1075 Hospitality, L.P.
             Albany Hotel, Inc.
             Ami Oeprating Partners, L.P.
             Apico Hills, Inc.
             Apico Inns of Green Tree, Inc.
             Apico Inns of Pittsburgh, Inc.
             Atlanta-Boston Holdings L.L.C.
             Atlanta-Boston Lodging L.L.C.
             Atlanta-Hillsboro Lodging, L.L.C.
             Brecksville Hospitality, L.P.
             Brunswick Motel Enterprises, Inc.
             Columbus Hospitality Associates, L.P.
             Dedham Lodging Associates I, L.P.
             Dothan Hospitality 3053, Inc.
             Dothan Hospitality 3071, Inc.
             East Washington Hospitality Limited Partnership
             Fort Wayne Hospitality Associates II, L.P.
             Gadsden Hospitaluty, Inc.
             Hilton Head Motel Enterprise, Inc.
             Impac Hotel Group, L.L.C.
             Impac Hotel Management L.L.C.
             Impac Hotels I, L.L.C.
             Impac Hotels II, L.L.C.
             Impac Hotels III, L.L.C.
             Island Motel Enterprises, Inc.
             Kinser Motel Enterprises
             Lawrence Hospitality Associates, L.P.
             Little Rock Lodging Associates, Limited                 
             Lodgian Ami, Inc.
             Lodgian Anaheim, Inc.
             Lodgian Capital Trust I
             Lodgian Hotels, Inc.
             Lodgian Mount Laurel, Inc.
             Lodgian Ontario, Inc.
             Lodgian Richmond, L.L.C.
             Manhattan Hospitality Associates, L.P.
             McKnight Motel, Inc.
             Melbourne Hospitality Associates, L.P.
             Minneapolis Motel Enterprises, inc.
             Moon Airport Motel, Inc.
             NH Motel Enterprises, Inc.
             Penmoco, Inc.
             Raleigh-Downtown Enterprises, Inc.
             Saginaw Hospitality, L.P.
             Second Fayetteville Motel Enterprises, Inc.
             Servico Austin, Inc.
             Servico Cedar Rapids, Inc.
             Servico Centre Associates, LTD.
             Servico Columbia II, Inc.
             Servico Columbia, Inc.
             Servico Council Bluffs, Inc.
             Servico Fort Wayne, Inc.
             Servico Frisco, Inc.
             Servico Grand Island, Inc.
             Servico Hilton Head, Inc.
             Servico Hotels I, Inc.
             Servico Hotels II, Inc.
             Servico Hotels III, Inc.
             Servico Hotels IV, Inc.
             Servico Houston, Inc.
             Servico Jamestown, Inc.
             Servico Lansing, Inc.
             Servico Management Corp.
             Servico Market Center, Inc.
             Servico Maryland, Inc.
             Servico Metairie, Inc.
             Servico New York, Inc.
             Servico Niagara Falls, Inc.
             Servico Northwoods, Inc.
             Servico Omaha Central, Inc.
             Servico Omaha, Inc.
             Servico Pensacola 7200, Inc.
             Servico Pensacola 7330, Inc.
             Servico Pensacola, Inc.
             Servico Rolling Meadows, Inc.
             Servico West Des Moines, Inc.
             Servico Wichita, Inc.
             Servico Windsor, Inc.
             Servico Inc.
             Sheffield Motel Enterprises
             Sioux City Hospitality, L.P.
             Washington Motel Enterprises, Inc.
             Worcester Hospitality Associates, L.P.

Type of Business: The Debtors are one of the largest owners and
                  operators of both full and limited-service
                  hotels in the United States with 106 hotels
                  containing approximately 19,893 rooms located
                  in 32 states and one hotel in Windsor,

Chapter 11 Petition Date: December 20, 2001

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtors' Counsel: Adam C. Rogoff
                  Cadwalader, Wickersham & Taft
                  100 Maiden Lane
                  New York, NY 10038
                  (212) 504-6000
                  Fax: (212) 504-6666
                  Tel: (212) 504-6000

Total Assets: $1,073,232,000

Total Debts: $968,664,000

MARINER POST-ACUTE: Court Okays 5th Amended DIP Financing Pact
Mariner Post-Acute Network, Inc. debtors sought and obtained an
Order approving a Fifth Amendment to the "Revolving Credit and
Guaranty Agreement" dated as of January 18, 2000, with Foothill
Capital Corporation, successor to The Chase Manhattan Bank as
agent and lender, and with various other lenders, which provides
for, among other things:

(1) an extension of the maturity of the DIP Agreement and the
    use of the Prepetition Senior Secured Lenders' cash
    collateral from December 31, 2001 to April 1, 2002;

(2) payment by the MPAN Debtors to Foothill and other DIP
    Lenders an amendment fee totaling $250,000;

(3) modification of provisions relating to the Management
    Protocol to permit a reduction of the amount of the overhead
    payment that the MHG Debtors pay to MPAN by $1 million per

(4) modification of certain financial covenants in the DIP
    Agreement, including with respect to capital expenditures,
    cumulative EBITDA, and patient census;

The Debtors do not think confirmation of their Plan of
Reorganization will occur prior to December 3l, 2001. The
extension provides the Debtors with the use of cash collateral
and the credit facility through April 1, 2002. The Debtors
believe that this should provide them with sufficient time to
confirm and implement a plan.

The modification of the overhead payments is required by the
Senior Secured Lenders. The MHG Prepetition Senior Secured
Lenders, who have filed their own Plan of Reorganization, as
amended, which provides for the reorganization of the MHG
Debtors separate from the MPAN Debtors, have agreed to defer
solicitation of acceptances of their plan indefinitely in order
to attempt to achieve a joint plan of reorganization for the
entire Mariner Group. The MPAN Debtors believe that such a joint
plan will provide for greater value to the MPAN Debtors'
estates. However, the process of attempting to confirm such a
joint plan may delay the MHG Prepetition Senior Secured Lenders
from realizing the value of their collateral. The proposed
reduction of the overhead payments will help to compensate the
MHG Prepetition Senior Secured Lenders for this delay in the
event that a joint plan ultimately cannot be achieved. The
Debtors believe that the modification of the overhead payments
made pursuant to the Management Protocol is fair, reasonable,
and appropriate under the circumstances.

At the request of NovaCare Holdings, Inc., which asserts a
"constructive trust" on certain monies that may be due to the
Debtors from the federal government so that the order would not
affect the paroles' rights in certain litigation pending in the
Court, the Final Order as proposed by the Debtors and signed by
Judge Walrath, includes the following language:

   " ... as to Prudent Buyer appeal Money only: this Order shall
   be subject to the Court's decision on the motions to dismiss
   filed by the Defendants in the adversary proceeding captioned
   Novacare Holdings, Inc. v.  Mariner Post-Acute Network,
   Inc., et al., Adversary Proceeding No. 00-1577 (MFW) (the
   "NCR Action"), and any appeal thereof, to the same extent as
   the Original Final Order and the first day and interim orders
   approving the DIP Credit Agreement and granting adequate
   protection in connection therewith (collectively, the "DIP
   Orders"); and (ii) the entry of this Order shall not impact,
   impair, or in any way affect either the ruling on the motions
   to dismiss (including any appeal thereof) or the relief being
   sought by Novacare Holdings, Inc. ("NCH") in the NCH Action
   beyond any impact, impairment, or any other effect of the DIP
   Orders on the motions to dismiss or the relief being sought
   by NCH in the NCH action; ..."
(Mariner Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  

METALS USA: Court Okays Bracewell & Patterson as Special Counsel
Metals USA, Inc., and its debtor-affiliates sought and obtained
an order authorizing them to employ and retain Bracewell &
Patterson LLP as their Special Counsel during the course of
these chapter 11 proceedings.

John A. Hageman, the Debtors' General Counsel, relates that the
Debtors desire to retain Bracewell because they have significant
need of legal advice to assist them in complying with rigorous
reporting and other requirements imposed by the Securities and
Exchange Commission. The employment of Bracewell will greatly
benefit the Debtors' estates as the Firm has worked with the
Debtors as their chief legal counsel on securities regulation,
financings and related matters for a substantial period of time.

Debtors believe that the approval of the employment of Bracewell
is necessary to assist in preserving the value of the estates
while the reorganization process is ongoing and further believe
that Bracewell's experience and familiarity with Debtors'
circumstances will allow it to render services that will benefit
the estates and all other parties-in-interests in these cases.

Mr. Hageman states that the services which the Debtors may
request Bracewell to perform include:

A. Advise the Debtors in respect of their obligations to report
   on their financial condition to the Securities and Exchange

B. Advise Debtors regarding their obligations to shareholders;

C. Assist Debtors regarding their obligations to shareholders;

D. Assist Debtors in preparing any reports required by the
   Securities and Exchange Commission; and

E. Provide such other legal services as may be requested by the

Mr. Hageman contends that the retention and employment of
Bracewell will benefit the Debtors because the Firm is familiar
with the corporate structure, financial history and operations
of the Debtors and has been primarily responsible for assisting
the Debtors in their efforts to comply with securities
regulation for some time.

Alfredo R. Perez, a partner of the law firm Bracewell &
Patterson LLP, informs the Court that prior to the filing of
these cases, Debtors paid Bracewell a total of $1,815,504 for
the 90 days prior to the petition date for pre-petition services
rendered and related expenses.

Mr. Perez submits that the Firm will charge the Debtors on an
hourly basis in accordance with hourly rate for each
professional who performs services for or on behalf of the
Debtors as has been established and in effect for such person.
The current hourly rates for the services of the Firm's
professionals are:

      Partners                    $200 to $600
      Associates                  $140 to $325
      Legal Assistants/Clerks     $ 75 to $125

Mr. Perez relates that the professional primarily responsible
for assisting the Debtors will be Robin J. Miles, whose hourly
rates is $400. In addition, Bracewell is customarily reimbursed
for all expenses incurred in connection with the representation
of a client in a given matter, including identifiable expenses
that would not have been incurred except for the representation
of the particular client.

Mr. Perez assures the Court that neither the Firm nor any of its
professionals holds or represents interests adverse to the
Debtors nor has any connection with the Debtors, creditors and
other parties-in-interests, except for:

A. The Firm has represented the Debtors and their equity sponsor
   since the Debtors were formed and continued to do so in
   matters unrelated to these cases. Bracewell has also
   represented Steven Harter, a member of the Debtors' Board
   in matters unrelated to these cases.

B. The Firm has represented in the past U.S. Trust Company in
   matters unrelated to these cases.

C. Bracewell has represented IBM, U.S. Steel Corp., Mitsubishi
   and Mitsui & Co. (USA) in matters unrelated to these cases.

D. Bracewell has represented Credit Suisse First Boston, First
   Union National Bank, U.S. Trust Company, Bank One, Chase
   Manhattan Bank, Goldman Sachs, State Street bank and
   Salomon Smith Barney in matters unrelated to these cases.

E. The Firm has traditionally represented the Debtors in their
   financings. In addition, Bracewell has represented Bank of
   America, General Electric, Guaranty Business Credit, Am
   South, Fleet Bank and Bank One Texas in matters unrelated
   to these cases. (Metals USA Bankruptcy News, Issue No. 4;
   Bankruptcy Creditors' Service, Inc., 609/392-0900)

NATIONAL AIRLINES: U.S. Trustee Balks at PwC Indemnification
Linda Ekstrom Stanley, the United States Trustee charged with
overseeing  the administration of cases in the District of
Nevada, complains to Judge Riegle about National Airlines,
Inc.'s application seeking permission to employ
PricewaterhouseCoopers LLP as its Accountant and Auditors under
the terms of a November 7, 2001, Engagement Letter.

The UST objects to these release and indemnification provisions
contained in that Engagement Letter:

     [T]he Company [the debtor] releases PricewaterhouseCoopers
     LLP and its personnel from any and all claims, liabilities,
     costs and expenses attributable to any knowing
     misrepresentation by management.  Further, in no event
     shall PricewaterhouseCoopers LLP be liable to the Company,
     whether a claim be in tort, contract or otherwise (a) for
     any amount in excess of the total professional fees paid by
     the Company under this engagement letter; or (b) for any
     consequential, indirect, lost profit or similar damages
     related to PricewaterhouseCoopers LLP's services provided
     under this engagement letter, except to the extent finally
     determined to have resulted from the willful misconduct or
     fraudulent behavior of PricewaterhouseCoopers LLP relating
     to such services.

     In addition, the Company agrees to indemnify and hold
     harmless PricewaterhouseCoopers LLP and its personnel from
     any and all claims, liabilities, costs and expenses
     relating to PricewaterhouseCoopers LLP's services under
     this engagement letter, except to the extent finally
     determined to have resulted from the willful misconduct or
     fraudulent behavior of PricewaterhouseCoopers LLP relating
     to such services.

     In the unlikely event that differences concerning our
     services or fees should arise that are not resolved by
     mutual agreement, . . . the Company and
     PricewaterhouseCoopers LLP agree not to demand a trial by
     jury in any action, proceeding or counterclaim arising out
     of or relating to our services and fees for this

"These provisions are intended to (1) shield PWC from its own
negligence, (2) limit or reduce the liability exposure for its
negligence, and (3) waive the right of the parties to the
agreement to demand a jury trial.  Further, the terms of this
agreement are intended to bind any Trustee appointed in this
case.  The US Trustee objects to the limitation on liability and
indemnification provisions as contrary to the interests of
the estate because they are calculated to negate or limit the
estate's recovery of damages for any subsequent wrongdoing by
PWC without any demonstrated benefit in return.  They also are
inconsistent with the duty of care and high degree of
professionalism and expertise with which PwC purports to perform
its services to justify the amount of compensation it will
receive in these cases.   Further, the US Trustee objects
because approval of PwC's employment under these terms and
limitations may bind any trustee subsequently appointed in this
case.  Finally, the US Trustee objects because this limitation
on liability may bind any assignee of the debtor with respect to
any claims which could be asserted by the debtor against PWC.  
These limitations may diminish the value of any such
assignment," Barry H. Jenkins, Esq., argues on Ms. Stanley's

Mr. Jenkins says that PwC fails to present any facts or special
circumstances why the rule employed by most courts should be
ignored to allow PwC to enjoy liability protections which have
not been afforded to the many other professionals who have been
employed in this case.  The disputed provisions are intended to
protect the professional, not the estate, the U.S. Trustee
argues, directing the Court's attention to In re Merry- Go-Round
Enterprises, Inc., 244 B.R. 327 (Bankr. D. Md. 2000)(chapter 7
trustee's malpractice suit against financial advisor employed by
former chapter 11 debtor settled for $185 million).   If
approved by the Court, these release and indemnification
provisions will negate the estate's future cause of action for
professional malpractice, and thereby deprive the estate of a
potentially valuable asset to make the estate whole for any
misconduct by PWC.

The majority of courts have found that indemnity, exculpation
and other similar liability protections are inappropriate and
unreasonable employment terms for bankruptcy professionals which
cannot withstand judicial scrutiny under section 328.   In re
Gillett Holdings, Inc., 137 B.R. 452, 458 (Bankr. D. Colo. 1991)
(entirely improper and unacceptable); In re Drexel Burnham
Lambert Group, Inc., 133 B.R. 13, 27 (Bankr. S.D.N.Y. 1991)
("[s]imply stated, indemnification agreements are
inappropriate"); In re Mortgage & Realty Trust, 123 B.R. 626,
631 (Bankr. C.D. Cal. 1991) ("[i]ndemnification is not
consistent with professionalism"); In re Allegheny Int'l, Inc.,
100 B.R. 244, 247 (Bankr. W.D. Pa. 1989) ("holding a fiduciary
harmless for its own negligence is shockingly inconsistent with
the strict standard of conduct for fiduciaries").  Indeed,
bankruptcy courts in Delaware have rejected such protections for
financial advisors.  In re United Companies Financial Corp., 241
B.R. 521, 524 (Bankr. D. Del. 1999) (disapproving financial
advisors' use of indemnification provision and damages cap).

"The Court should not allow PWC to use these provisions to
shield itself from its own acts of  negligence or misconduct or
limit damages which may be asserted as a consequence of these
acts," the U.S. Trustee tells Judge Riegle. "Given the high
amount of fees that PwC will charge the estate for its services,
it is not unreasonable to expect the firm to be fully
accountable for its work product and the services it provides.
Furthermore," the U.S. Trustee adds, "PwC should be perfectly
capable of  managing its risk of liability exposure through
appropriate insurance  coverage and recouping its insurance
costs from the substantial fees it  will be paid in these

National Airlines filed its voluntary Chapter 11 petition on
December 6, 2000, in the U.S. Bankruptcy Court for the District
of Nevada.

NATIONSRENT INC: Seeks Access to $55 Million of DIP Financing
"It is essential that [NationsRent Inc., and its debtor-
affiliates] obtain postpetition financing to continue their
ordinary course, day-to-day operations, service their customers,
accomplish their long-term operational restructuring goals and
effectuate their reorganization," Joseph H. Izhakoff,
NationsRent's Vice President, General Counsel and Secretary,
tells Judge Walsh.

Although the Debtors have considerable assets, Paul E. Harner,
Esq., at Jones, Day, Reavis & Pogue adds, immediate access to
credit under a new post-petition debtor-in-possession financing
facility is necessary to enhance the Company's liquidity and
provide customers, employees, vendors, suppliers and other key
constituencies with confidence that the Debtors have more than
sufficient resources available to maintain their operations in
the ordinary course.  "Absent this key source of liquidity or
the full cooperation of these parties at this critical early
stage," Mr. Harner says, "the Debtors' could suffer the loss of
customer patronage and vendor support, which would, in turn,
impair their ability to maximize the value of their estates and
reorganize successfully."

Prior to filing for chapter 11 protection, NationsRent turned to
its existing Bank Lender to arrange for DIP Financing.  Those
talks culminated in the documentation of a DIP Facility that,
subject to Bankruptcy Court approval, provides the Debtors with
up to $55,000,000 of super-priority senior secured post-petition
credit on these terms:

Borrowers:    NationsRent, Inc.,
              and each of its Debtor affiliates

Lender:       Fleet National Bank, and any assignee

Agent:        Fleet National Bank

Agent:        Fleet National Bank

Swing Lender: Fleet National Bank

Issuing Bank: Fleet National Bank

Arranger:     Fleet Securities, Inc.

Book Manager: Fleet Securities, Inc.

Commitment:   In the form of a revolving credit facility, the
              Lender will provide the Borrowers with access to:

                $20,000,000 on entry of an Interim DIP Financing
                            Order by the Bankruptcy Court and

                $55,000,000 after:

                            (A) satisfaction of certain Cash
                                Management Obligations,

                            (B) appointment by the Debtors of an
                                interim president and chief
                                restructuring officer

                            (C) assignment by Fleet to an
                                eligible assignee acceptable to
                                Fleet and the Debtors,
                                respectively, of at least
                                $27,000,000 of the Total

                            (D) satisfaction of any condition to
                                interim funding that has been
                                deferred in the discretion of
                                the Administrative Agent and

                            (E) entry of the Final Order.

               The DIP Facility includes a $20,000,000 sublimit
               for standby and (if agreed by the Administrative
               Agent) documentary letters of credit

Reduction:    The Loan Agreement provides that the Maximum
              Commitment will be reduced by $5,000,000 on
              November 30, 2002

Base:         Borrowings are limited to the sum of:

             (a) 80% of eligible accounts, eligible instruments
                 and eligible chattel paper arising from the
                 Debtors' sale or lease of inventory in the
                 ordinary course; minus

             (b) amounts specified as reserves determined by the
                 Agents in their reasonable discretion
                 (including a $3,500,000 Reserves for the Carve-

Availability: The sum of the aggregate outstanding amount of
              direct borrowings plus undrawn letters of credit
              and drawn but unreimbursed letters of credit under
              the DIP Facility shall not exceed an amount equal
              to the lesser of:

               (a) the Maximum Commitment and

               (b) the Borrowing Base.

Swing Line
Lending:      The Administrative Agent will establish a loan
              commitment amount of $10,000,000 for swing line
              loans.  The swing line loans shall be available
              upon the same terms that revolving credit loans
              would be available under the DIP Facility but for
              the requirement of a minimum amount.

Claims and
Security:     Subject to the Carve-Out, all Loans. unreimbursed
              obligations under Letters of Credit, including
              those relating to Specified Existing Letters of
              Credit, and all other obligations under the DIP
              Facility are:

              (1) entitled to superpriority claim status,
                  pursuant to section 364(c)(1) of the
                  Bankruptcy Code, senior to any superpriority
                  claim granted as adequate protection in
                  respect of the Prepetition Lenders and any
                  other claims of any entity, including any
                  claims under sections 503, 507, 1113 and 1114
                  of the Bankruptcy Code; and

              (2) secured by a first priority perfected security
                  interest in and lien on all of the assets,
                  whether now owned or hereafter acquired, of
                  the Debtors and their estates, including
                  avoidance power claims arising under Chapter 5
                  of the Bankruptcy Code, other than avoidance
                  power claims against the Prepetition Lenders.

Carve-Out:   The Lenders agree to a $3,500,000 carve-out for
             payment of unpaid professional fees and
             disbursements incurred following any Event of
             Default by professionals retained by the Debtors
             and any statutory committees appointed in the
             chapter 11 cases and for payment of U.S. Trustee
             fees pursuant to 28 U.S.C. Sec. 1930 and to the
             Clerk of the Bankruptcy Court.

Date:        June 13, 2003

Rates:       Base Rate plus 2.5%

Fees:        The Debtors agree to pay a variety of Fees:

               * an $825,000 Facility Fee;

               * a $550,000 Arranger Fee

               * a monthly $50,000 Agent's Fee if the Debtors
                 don't draw on the Facility and a retroactive
                 $100,000 monthly Agent's Fee if the Debtors do
                 draw on the Facility;

               * 3.25% per annum letter of credit fees;

               * 0.5% per year on every dollar not borrowed

Covenants:    The Debtors covenant with the Lenders that their
              Adjusted Consolidated EBITDA will not fall below:

                 ($2,828,000) for the month of January 2002;

                 ($2,874,000) for the two-month period ending
                              February 2002; and

             for each successive three-month period, Minimum
             Adjusted Consolidated EBITDA will be no less than:

                       Three-Month            Minimum Adjusted
                      Period Ending          Consolidated EBITDA
                      -------------          -------------------
                      March 2002                 $1,720,000
                      April 2002                  7,327,000
                      May 2002                   17,318,000
                      June 2002                  23,533,000
                      July 2002                  28,984,000
                      August 2002                32,458,000
                      September 2002             33,594,000
                      October 2002               32,976,000
                      November 2002              27,135,000

             The Debtors covenant with the Lenders that their
             Cumulative Cash Flow will not fall below:

                       For the                    Minimum
                    Month Ending          Consolidated Cash Flow
                    -------------         ----------------------
                      January 2002              ($5,834,000)
                      February 2002              (3,966,000)
                      March 2002                 (7,786,000)
                      April 2002                (19,796,000)
                      May 2002                  (21,366,000)
                      June 2002                  (8,889,000)
                      July 2002                 (10,906,000)
                      August 2002                 4,736,000
                      September 2002             20,823,000
                      October 2002               16,795,000
                      November 2002              35,957,000

             The Debtors covenant with the Lenders that they
             will limit their aggregate capital expenditures to:

                      For the Period
                    From the Petition
                       Date Through
                     the Month Ending          Maximum CapEx
                    -----------------          -------------
                      January 2002               $4,197,000
                      February 2002               9,252,000
                      March 2002                 18,325,000
                      April 2002                 26,559,000
                      May 2002                   31,085,000
                      June 2002                  32,243,000
                      July 2002                  33,291,000
                      August 2002                34,765,000
                      September 2002             35,814,000
                      October 2002               36,695,000
                      November 2002              37,576,000

Covenant:   The Debtors promise to:

             (A) commence and diligently maintain a search for
                 the selection of an industry-experienced
                 interim president and chief restructuring
                 officer who is also experienced in
                 restructuring operations of financially
                 distressed companies; and

             (B) commence and diligently maintain an expeditious
                 search, using a nationally-recognized executive
                 search firm, for a permanent president and
                 chief executive officer with industry
                 experience who is also experienced in
                 restructuring operations of financially
                 distressed companies, and hire that person by
                 June 30, 2002.

By this Motion, the Debtors ask Judge Walsh for permission to
enter into the DIP Facility, perform their obligations under the
Credit Agreement, and borrow up to $20,000,000 from Fleet on an
interim basis pending a Final DIP Financing Hearing.
(NationsRent Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

NATIONSRENT: Bankruptcy Filing Prompts S&P to Drop Ratings to D
Standard & Poor's lowered its subordinated debt rating on
NationsRent Inc., to 'D' from single 'C'. At the same time, the
rating was removed from CreditWatch were it was placed November
14, 2001. Standard & Poor's lowered its corporate credit and
secured debt ratings on NationsRent to 'D' on December 4, 2001.

The company's total outstanding debt was about $1.1 billion as
of September 30, 2001.

The rating action follows the company's announcement that it
intends to reorganize under Chapter 11 of the U.S. Bankruptcy
Code, and has filed a voluntary Chapter 11 petition. In
addition, NationsRent announced that it has obtained up to $55
million of debtor in possession 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.

Fort Lauderdale, Florida-based NationsRent is one of the
country's leading construction equipment rental companies,
operating 230 locations in 27 states. The company has suffered
from poor operating performance during the last 12 months due to
the weak economy, slower-than-expected rental revenue growth,
and ongoing operational issues at several of its branches. This
weak operating performance, combined with the company's onerous
debt burden, contributed to the need for the filing of Chapter

According to DebtTraders, NationsRent Inc.'s 10.375% bonds due
2008 (NATRENT) trade between 1 and 2.  See  
real-time bond pricing.

OWENS CORNING: IRS Wants to Set-Off Prepetition Tax Overpayments
The United States Internal Revenue Service moves for an order
for relief from the automatic stay to set off the Debtors' pre-
petition tax overpayments against Owens Corning's pre-petition
tax debts.

Christopher J. Kayser, Esq., Trial Attorney for the U.S.
Department of Justice Tax Division, in Wilmington, Delaware,
relates that for the 1990 tax year, Debtors filed an Application
for Tentative Refund, claiming a $5,285,721 overpayment of
taxes.  On November 5, 2001, the IRS allowed the overpayment in
full but has not issued a tax refund because Debtors has
$481,242,891 in outstanding pre-petition tax debts which, may be
offset against the $5,285,721 overpayment. These tax debts,
reflected on the proof of claim IRS filed on March 22, 2001, are
for deficiencies in income taxes, withholding for U.S. source
income of foreign persons, and FICA and withholding taxes.

With the exception of the FICA and withholding taxes which have
since been assessed and paid, Mr. Kayser submits that Debtors'
tax debts remain unassessed. For the 1995 and 1996 tax years,
debtor Fibreboard filed an amended corporate income tax return,
claiming an overpayment of taxes in the amount of $26,435 for
1995 and $312,773 for 1996, which the IRS has not yet allowed
either claim for overpayment. Fibreboard currently has
$1,454,660 in federal income tax debts for the 1992, 1993, and
1994 tax years of which $120,992 has been assessed. The
remaining $1,333,668 balance is unassessed.

Mr. Kayser believes that Debtors' bankruptcy petition "does not
affect any right of a creditor to offset a mutual debt" that
arose prior to the bankruptcy petition. Though a creditor's
right to offset mutual pre-petition debts is subject to the
automatic stay imposed, the stay may be lifted for cause. The
IRS's right to setoff does not require the tax liability to be
assessed.   Mr. Kayser explains that a tax liability arises, as
a matter of law, as a consequence of realizing income over the
course of a particular tax year, not as a consequence of an
assessment. On the date the return is due to be filed, a
taxpayer has "a positive obligation to the United States: a duty
to pay its tax."  That the unassessed tax liability may be
disputed does not impair the IRS's ability to effectuate the

Until relief from stay is granted and setoff approved, Mr.
Kayser asserts that the IRS has a right to retain the tax
overpayment for periods prior to the bankruptcy petition date.
(Owens Corning Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

PACIFIC GAS: Disclosure Hearing Rescheduled for January 14, 2002
At a Status Conference held on December 4, 2001, the Court
ordered that the December 19, 2001 hearing on approval of the
original Disclosure Statement of Pacific Gas and Electric
Company, and its debtor-affiliates is vacated.

No later than December 19, 2001, the Debtor is to file its
revised Plan of Reorganization and revised Disclosure Statement.
The revised The revised Disclosure Statement should describe

(1) the laws and regulations Debtor seeks to preempt through
    confirmation of its revised Plan of Reorganization;

(2) the governmental units affected by any such preemption and

(3) how the various transactions contemplated by the revised
    Plan of Reorganization will affect certain executory
    contracts and Debtor's obligations under those contracts.

The court will hold a hearing On January 14, 2002, at 9:30 a.m.,
to consider objections to the adequacy of the revised Disclosure
Statement; provided, however, it will not consider at that
hearing the matters to be considered at the January 25, 2002,
hearing. The January 25, 2002 hearing will be conducted at 9:30
a.m. on the issue of whether the revised Plan Of Reorganization
is facially invalid based upon sovereign immunity and/or

All outstanding objections to the adequacy of the original
Disclosure Statement will be preserved and do not need to be
refiled. The court will permit parties in interest to make oral
objections to the adequacy of the revised Disclosure Statement
provided they have, prior to the hearing, met and conferred (in
person or telephonically) with counsel for the Debtor concerning
any contentions that the revised Disclosure Statement is
inadequate. Any written objections to the adequacy of the
revised Disclosure Statement parties choose to file must be
filed and served no later than January 10, 2002, but only if the
objectors "meet and confer" with Debtor's counsel.

No later than January 8, 2002, the California Public Utilities
Commission, the Attorney General for the State of California,
and any other governmental unit contending that the revised Plan
Of Reorganization is facially invalid based upon sovereign
immunity and/or impermissible federal preemption, and that,
therefore, the revised Disclosure Statement should not be
approved, are to file their briefs on those issues. Any briefs
submitted in connection with this matter are to be delivered
personally or by facsimile to counsel for the Debtor, the UST,
PG&E Corporation as co-proponent of the revised Plan of
Reorganization, and the Committee on January 8, 2002.

No later than January 22, 2002, the Debtor, PG&E Corporation,
and the Committee shall file and serve their responses to the
briefs addressing sovereign immunity and/or preemption and filed
by the January 8 deadline. Those briefs shall be delivered
personally or by facsimile on January 22 to counsel who submit
briefs as described above. (Pacific Gas Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

POLAROID CORP: Court Extends Lease Decision Period to March 11
Finding that good and sufficient cause exists to extend the time
within which Polaroid Corporation, and its debtor-affiliates
must elect to assume or reject the Unexpired Leases, Judge Walsh
grants the Debtors' motion.  The Debtors have until March 11,
2002 or the date of the confirmation of their plan of
reorganization to make a decision on the Unexpired Leases.
(Polaroid Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

POLAROID CORP: Appareo Plans to Acquire Digital Solutions Assets
Appareo Software, Inc., and Polaroid Corporation announced that
Appareo Software plans to acquire the assets and related
business of Polaroid Digital Solutions, Inc., a subsidiary of
Polaroid Corporation, for $4.8 million.   A motion seeking
immediate approval of the sale is being filed in U.S. Bankruptcy
Court in Wilmington, Del., in connection with the court's
oversight of Polaroid's voluntary Chapter 11 filing (Case Number

Appareo Software, a leader in advanced knowledge management
solutions, agreed to purchase the assets and business of PDSI
from Polaroid yesterday afternoon.  The agreement must now
receive court approval before it can be finalized.  The closing
is yet to be scheduled, but it is expected to take place before
January 31, 2002.

Based in St. Joseph, Mich., PDSI is a leading provider of
electronic forms, digital photo imaging and automation tools for
the real estate, insurance and corporate inspection communities.  
PDSI markets software under the ACI, MCS, CSA, Lighthouse,
PolaroidForms and Polaroid brands.

Stuart McNeill, chief executive officer of Appareo states, "The
acquisition of PDSI's assets and business represents a key step
for Appareo in furthering its strategy of owning highly
targeted, market leading software verticals, with strong
earnings.  In the mortgage services industry, PDSI has been a
technology leader for the past 22 years.  The skill of PDSI's
management team, depth of technical personnel, and strength of
their client list will greatly assist us in gaining additional
market share in our chosen verticals."

"This is another step forward in our plan to sell assets that
are not part of our core instant imaging business.  We're
pleased that Appareo Software found a strategic fit for PDSI and
that they clearly recognize the value of the business," said
Gary T. DiCamillo, Polaroid chairman and chief executive

Appareo Software Inc. is the product of a merger between Appareo
Software Inc., a Vancouver-based software firm leading the
innovation of advanced knowledge management solutions, and Group
West Systems Ltd., a company specializing in delivering
industrial strength application technologies and e-Commerce
business solutions, in March of 2001.  Appareo is in the
business of providing a broad range of services and solutions to
highly specific market niches.  Additional information about
Appareo is available on the company's web site at

Polaroid Corporation is the worldwide leader in instant imaging.
Polaroid supplies instant photographic cameras and films;
digital imaging hardware, software and media; secure
identification systems; and sunglasses to markets worldwide.  
Additional information about Polaroid and its reorganization is
available on the company's web site at

PRINTPACK: S&P Revises Low-B Rating Outlook to Positive
Standard & Poor's revised its outlook on Printpack Inc. to
positive from stable. At the same time, Standard & Poor's
affirmed its ratings on the company.

The outlook revision recognizes the company's ongoing
improvements in its financial profile. Management's consistent
productivity improvement and cost reduction efforts have led to
meaningful improvements in profitability and cash generation.
Printpack has used free cash flow to reduce total debt to around
$420 million in 2001 from a peak level of $590 million in 1997,
which has exceeded targets factored into the ratings. To
preserve these improvements, management is expected to maintain
a disciplined approach towards growth, and modest bolt-on
acquisitions are likely to be funded through free cash flow.

The ratings on Printpack reflect its fair business position as a
leading domestic player in the fragmented, flexible plastic
packaging market, offset by aggressive debt leverage. With
annual revenues of about $1 billion, privately-held Printpack
enjoys a leading market share in the relatively stable snack
foods segment, and also has strong niche positions in packaging
for cookies, and confectionery and bakery products. Market
leadership is supported by long-standing customer relationships
with leading food and consumer product companies, technological
innovation, and an improving cost structure. Still, competition
from alternative suppliers and substitute products is keen, and
ongoing consolidation among customers will intensify pricing

The company's financial profile has shown an improving trend
during the past three years. As of September 30, 2001, funds
from operations to total debt and EBITDA interest coverage
improved to 24% and 4 times, respectively, reflecting good
progress towards improving these key measures of credit
quality. Although capital spending is expected to increase
modestly in the intermediate term, ongoing cost-cutting
initiatives should continue to offset competitive pressures and
bolster cash flow generation. Financial flexibility is supported
by about $69 million in availability under Printpack's revolving
credit facilities (includes a receivables securitization
facility) as at Sept. 30, 2001, and the absence of meaningful
debt maturities until 2004.

                       Outlook: Positive

The ratings could be raised moderately within the near term, if
Printpack can continue to bolster its financial profile, while
balancing the company's growth objectives. Current trends should
support further improvements to Printpack's profitability and
cash flow generation.

                 Ratings Affirmed, Outlook Positive

     Printpack Corp.                      Rating
          Corporate credit                 BB-
          Senior unsecured debt            B+
          Subordinated debt                B

RETURN ASSURED: Banking on Pending Merger to Continue Operations
Return Assured Inc., has incurred losses from operations and has
obligations that could exceed the Company's working capital that
raise substantial doubt about its ability to continue as a going
concern. The Company has entered into a Merger and Share
Exchange Agreement with Internet Business's International, Inc.
and intends to complete the Merger during fiscal year 2002.

The Company has brought to market the world's first proprietary
business-to-business and business-to-consumer value added "web
seal of approval" which provides a service that guarantees
customers who order products through the web sites of merchant
members that the merchants' stated return policy will be
honored.  The "web seal of approval" is designed to meet the
needs of small and medium sized businesses by removing the risk
and uncertainty that are responsible for incomplete online
transactions. The Company offers a risk-free shopping experience
because it guarantees to fulfill the terms of a participating
merchant's return policy in cases where the merchant will not.

The Company's revenues for the fiscal year 2001 were weaker than
expected. The timing of the commencement of Return Assured
operations has coincided with a significant downturn in the
entire Internet sector and although initial sign-ups with a
number of merchants were encouraging, follow through revenue has
been very disappointing. Moreover, the slow generation of sales
of Return Assured's "Web Seal of Approval" is highly correlated
with an increase in competing products offered by large portals
like Yahoo! and AOL. The initial rush of inquiries and sign ups,
announced in early January, has fallen off significantly due to
the increased competition. Return Assured is in the process of
further development and expects to generate larger revenues in
the comparable period next year as the Company redefines its
strategy based on its announced and forthcoming merger with
Internet Business's International, Inc.

Gross profit was $2,003 for the year ended August 31, 2001 as
compared with nil for the year ended August 31, 2000, which
represents 5% of sales. Although the Company does not have a
year over year comparison, the gross profit was lower than
expected. This shortfall is attributed to substantial discounts
provided to first-time customers in order to adopt the Return
Assured "Web Seal of Approval" and essential staff being spread
across lower than expected revenues.  To improve the Company's
overall financial results, the Company has reduced staff to a
minimum in the financial services area. The Company is looking
towards a redefinition of the Return Assured "Return Seal of
Approval" and the areas of operations once the merger with IBUI
is completed.

The Company has incurred net losses of $9,681,732 and $2,261,306
for the years ended August 31, 2001 and 2000, respectively. In
addition, the holders of the Preferred Stock currently have the
right to redeem their shares for cash. If that were to happen,
the Company would not be able to meet this obligation. The
Company believes the pending Merger will be sufficient for the
Company to continue as a going concern.

SHEFFIELD STEEL: Files for Chapter 11 Reorganization in Oklahoma
To help the company to restructure its balance sheet, Sheffield
Steel Corporation has found it necessary to file for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.  
The filing includes Sheffield Steel and it's subsidiaries,
Waddell's Rebar Fabricators, Inc., and Wellington Industries,
Inc.  Sheffield Steel intends to continue normal operations and
does not foresee any significant interruption in the shipment of
product to its customers.

In its news release (dated December 7, 2001), the company says,
"As you are aware, the U.S. steel industry has been under
significant pressure from imported steel products, low product
pricing and high energy costs.  These factors, coupled with the
reduced demand, have made it very difficult over the past 18

It continues, "The support of our customers, vendors and
creditors is paramount to our efforts to emerge as a much
stronger and more viable company."

Sheffield Steel is a mini-mill producer of SBQ and MBQ hot-
rolled bar products, concrete reinforcing bar and fabricated
products including fabricated rebar, steel fence posts and
railroad track spikes.  The company's headquarters and largest
manufacturing facility is located in Sand Springs, Oklahoma
where it has an annual billet making capacity of 600,000 tons.  
It also has a rolling mill in Joliet, Illinois and two
fabrication shops in the Kansas City area.

SHEFFIELD STEEL: Case Summary & 20 Largest Unsecured Creditors
Lead Debtor: Sheffield Steel Corporation
             a/k/a Sheffield Steel-Sand, a division of
             Sheffield Steel Corp.
             a/k/a Sheffield Steel-Kansas City, a division of
             Sheffield Steel Corp.
             a/k/a Sheffield Steel-Joliet, a division of
             Sheffield Steel Corp.
             d/b/a HMK Sheffield Steel Corporation
             220 North Jefferson Street
             Sands Springs, Oklahoma 74063

Bankruptcy Case No.: 01-05508

Debtor affiliates filing separate chapter 11 petitions:

             Waddell's Rebar Fabricators, Inc.
             Wellington Industries, Inc.

Type of Business: Sheffield Steel Corporation is a leading
                  regional mini-mill producer of steel products
                  and has been in the steel making business for
                  over 69 years.

Chapter 11 Petition Date: December 7, 2001

Court: Northern District of Oklahoma

Debtors' Counsel: Neal Tomlins, Esq.
                  Tomlins & GOins
                  Utica Plaza Building
                  2100 South Utica Ave., Ste. 300
                  Tulsa, Oklahoma 74114
                  Tel: 918 747 6500

Approximate Assets: $117,000,000

Approximate Debts: $186,000,000

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
State Street Bank and       Notes                 $110,000,000
Trust Company, as Trustee
Corporate Trust
Goodwin Square
225 Asylum Street
Hartford, CT 06103
Tel: 860 244 1889
Fax: 860 244 1817

Prudential                  Notes                 $21,000,000
Tom Luther
4 Gateway Center
7th Floor
Newark, NJ 07102
Tel: 973 802 8804

Deutsche Banc               Notes                 $10,000,000
Alex Brown Inc
L. Spencer Wells
Vice President
Distressed Products Group
31 West 52nd Street
3rd Floor
New York, NY 10019
Tel: 212 469 2578
Fax: 212 469 2884

Franklin Funds              Notes                 $10,000,000
Dick Kuersteiner
901 Mariners Island Blvd.
San Mateo, CA 94404
Tel: 650 312 4525
Fax: 650 312 3589

John Hancock Funds          Notes                  $9,000,000
Lee P. Crockett
Second Vice President
101 Huntington Avenue
Boston, MA 02199-76503
Tel: 617 375 6869
Fax: 617 375 1837

Delaware Investments        Notes                  $5,000,000
Ryan Avrett
One Commerce Square
39th Floor
Philadelphia, PA 19103
Tel: 215 255 8673
Fax: 215 255 1158

Black Diamond Capital       Notes                  $2,000,000
Management, LLC
Les Meier
One Conway Park
100 Field Drive, Suite 140
Lake Forest, IL 60045
Tel: 847 615 9000

Chilmark Partners           Notes                  $2,000,000
John C. Haeckel
875 North Michigan
Suite 3460
Chicago, Illinois 60611
Tel: 312 984 9711 x 133
Fax: 312 337 0990

Deltec Asset                Notes                  $1,000,000
Management LLC
Gary E. Hindes
Managing Director
645 Fifth Avenue
New York, NY 10022
Tel: 212 546 6296
Fax: 212 546 6646

Tejas Securities            Notes                  $1,000,000
John J. Helms
2700 Via Fortuna
Suite 400
Austin, TX 78746
Tel: 512 314 0722

Sand Springs Metal          Trade Debt             $1,939,275
Michael Strauss
PO Box 580
Sand Springs, OK 74063
TEL: 918 241 1111

Yaffe Metals                Trade Debt               $595,654
Vic Ray
PO Box 916
Muskogee, OK 74402
Tel: 918 245 0257

Borg Compressed             Trade Debt               $519,120
Steel Corp.
Vic Ray
PO Box 916
Muskogee, OK 74402
Tel: 918 587 2511

Republic Technologies,      Trade Debt               $486,943
PO Box 99725
Chicago, IL 60690
Tel: 330 670 3085

American Compressed         Trade Debt               $369,784
Steel, Inc.  
Denis Battrum
PO Box 87-9300
Kansas City, MO 64187
Tel: 816 842 7372

Tulsa County Treasurer      Trade Debt               $304,260
Dennis Semler
500 S. Denver Avenue
Tulsa, OK 74103
Tel: 918 596 5071

UCAR Carbon Company, Inc.   Trade Debt               $212,851

Yaffe Iron & Metal          Trade Debt               $189,324
Co., Inc.

Olympic Mill Services       Trade Debt               $138,637

Delta Fabrication &         Trade Debt               $136,918

SIMONDS INDUSTRIES: S&P Further Downgrades Junks Ratings
Standard & Poor's lowered its ratings on Simonds Industries Inc.
At the same time, the ratings on the company were placed on
CreditWatch with negative implications.

About $100 million in debt securities is affected.

The ratings action and CreditWatch placement follow the
company's announcement that it has retained Credit Suisse First
Boston to assist Simonds in addressing alternatives to
strengthen the company's highly leveraged balance sheet. In the
near term, the company's financial flexibility is extremely
limited, with a $5.1 million interest payment due
Jan. 15, 2002, which Simonds has indicated that it is highly
unlikely it will make. Credit protection measures are very weak,
with total debt to EBITDA around 9.5 times and EBITDA interest
coverage of about 1.0x as of September 29, 2001. The company had
about $18 million in availability under the company's $40
million revolving credit facility at September 29, 2001.

Simonds manufactures industrial cutting and sharpening tools,
including saw blades, files, knives, steel rule, and filing room
equipment. The company's products are sold into the wood, pulp
and paper, packaging, and metal cutting markets. Simonds
continues to experience earnings pressures due to soft
international markets, extremely weak pulp and paper markets,
and very soft industrial cutting markets. In addition, the
company continues to experience manufacturing inefficiencies at
several of the company's facilities.

Standard & Poor's will monitor Simonds' financing plans and
operating prospects. If the company fails to make its January
15, 2002, interest payment, the ratings will be lowered to 'D'.

      Ratings Lowered, Placed on CreditWatch Negative

     Simonds Industries Inc.         TO      FROM
       Corporate credit rating       CC      CCC+
       Subordinated debt             C       CCC-

STEAKHOUSE PARTNERS: Commences Trading on OTC Bulletin Board
Steakhouse Partners, Inc. (OTC Bulletin Board: SIZL) announced
that its common stock was delisted from the NASDAQ SmallCap
Stock Market, effective as of the opening of business Wednesday,
due to the Company's failure to meet NASDAQ's net tangible
assets/ market capitalization/ net income requirements. The
Company's common stock is now traded on Nasdaq's Over-the-
Counter Bulletin Board Market.

Steakhouse Partners, Inc., through its wholly owned subsidiary
Paragon Steakhouse Restaurants owns and operates 65 steakhouses
in 11 states.  It is considered the leader in the mid-upper ($25
to $35 per plate/customer) priced steakhouse segment.

TELESYSTEM INTERNATIONAL: Closes US$15 Million Private Placement
Telesystem International Wireless Inc. (TIW) confirms that as
expected, it closed on December 14, 2001, a US $15 million
private placement.

TIW has issued a total of approximately 24.5 million Special
Warrants to Capital Communications CDPQ Inc., an affiliate of
J.P. Morgan Partners LLC, and Telesystem Ltd.  The Special
Warrants were issued at a price of approximately US $0.61 each,
exercisable for a new series of convertible debentures or,
depending on certain conditions, one (1) subordinate voting
share of TIW at no additional cost.  TIW has filed a preliminary
prospectus with the securities commissions of each of the
provinces of Canada to qualify the securities to be issued on
the exercise of the Special Warrants.

The placement is a first tranche of a US $90 million private
placement announced as part of the Company's recapitalization
plan.  The issuance of an additional tranche of US $75 million
of Special Warrants is conditional on the successful completion
of TIW's purchase offer and consent request for its 7.00% Equity
Subordinated Debentures ("ESD") which are scheduled to expire on
January 9, 2002.  Should the holders of ESDs not consent to the
amendments to the ESD indenture, the first US $15 million
tranche of Special Warrants will be exercisable into a new
series of convertible debentures.  Those new convertible
debentures will be senior in rank to the ESDs and the
US $300 million in Convertible Debentures held by certain
affiliates of J.P. Morgan Partners LLC and an affiliate of
Hutchison Whampoa Limited, but junior to other indebtedness of
the Company.  They will carry an interest rate of 25% per year
mature 5 years from their issuance, and each US $1,000 in
principal amount will be convertible at any time at the option
of the holder into subordinate voting shares at the market price
for such shares at the time of conversion.

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

TIOGA TECHNOLOGIES: Nasdaq Delists Shares Effective December 19
Tioga Technologies (NASDAQ: TIGA) announced that it has received
notice from Nasdaq that its appeal of the staff determination to
delist the Company's shares from the Nasdaq National Market has
been denied.

Effective with the opening of business on December 19, 2001, the
Company's ordinary shares will no longer trade on the Nasdaq
National Market. The Company's ordinary shares may trade on the
Over-the-Counter-Bulletin Board (OTCBB) market following the
delisting, if brokers are interested in making a market in the

Given that Tioga's shares have been delisted from the Nasdaq
National Market within one year following their listing on the
Tel Aviv Stock Exchange (TASE), they will also be delisted from
the TASE, unless Tioga publishes a prospectus in Israel within
two months of the delisting from the Nasdaq National Market.

Tioga Technologies Ltd. (NASDAQ: TIGA) is a leading provider of
standard ICs for broadband communications with expertise in both
systems and deployment. Tioga's digital subscriber line (DSL)
ICs enable the digital transmission of voice, video and data
over standard telephone lines. Tioga develops chips employing a
range of DSL technologies including ADSL/G.lite, HDSL, SDSL, and
VDSL. Tioga is headquartered in San Jose, California, and
maintains its R&D center in Tel Aviv, Israel. For more
information, please visit our web site at

VIDEO UPDATE: Court Confirms Movie Gallery-Backed Plan
Movie Gallery, Inc. (Nasdaq/NM: MOVI) announced that Video
Update's plan of reorganization was confirmed Tuesday by the
United States Bankruptcy Court. As a result, Movie Gallery
anticipates that its acquisition of approximately 320 Video
Update stores will be consummated Friday, December 21, 2001, at
which time it will operate 1,410 stores in 41 states and five
Canadian provinces.

Joe Malugen, Chairman and Chief Executive Officer of Movie
Gallery, said, "We are excited about the court's approval of
Video Update's plan of reorganization. The bankruptcy process
for the nearly 4,000 associates of Video Update has been long
and tough, and we appreciate their attitude and efforts and look
forward to adding them to the Movie Gallery family. We are
equally excited about our entry into Canada and several
additional states in a transaction that increases our store base
by approximately 30% and that we expect to be accretive
beginning in the first quarter of next year. We currently expect
the Video Update stores will add $95 million to $105 million in
revenues and $10 million to $12 million in adjusted EBITDA to
the Company's fiscal 2002 operating results."

Movie Gallery currently owns and operates a total of 1,090 video
specialty stores located in 31 states. Movie Gallery is the
leading provider of movie and video game rentals and sales in
rural and secondary markets in the United States.

WARNACO GROUP: Seeks Approval of DIP Financing Pact Amendment
The Warnaco Group and its debtor-affiliates ask Judge Bohanon
for an order approving an amendment to the DIP Credit Agreement.

According to J. Ronald Trost, Esq., at Sidley, Austin, Brown &
Wood, in New York, New York, the principal purpose of the
amendment is to modify the DIP Credit Agreement to accommodate
business performance in light of the events of September 11,
2001, general economic weakness and the difficult retail
environment.  Basically, Mr. Trost says, the amendment:

    (i) includes changes to financial covenants, borrowing
        commitments and other provisions of the DIP Credit
        Agreement, and

   (ii) provides for the payment of certain fees to the Lenders
        and the Administrative Agent.

Mr. Trost tells the Court that the Debtors have revised their
financial projections and business plans to reflect current
business performance and projections including economic
developments since the Petition Date and the events of September
11, 2001.

After discussions, Mr. Trost reports that the Debtors and the
Lenders have agreed to adjust the DIP EBITDAR Covenant to
reflect the Debtors' current business plan.  The DIP EBITDAR
Covenant measures the Debtors' earnings before interest, taxes,
depreciation, amortization, and certain restructuring charges.
"The DIP Amendment also reduces the level of commitments under
the DIP Facility from $600,000,000 to $475,000,000 to reflect
the stronger than planned post-petition liquidity performance of
the Debtors due to better working capital management," Mr. Trost

In October, Mr. Trost says, the Debtors and the Lenders agreed
that, in the event the Debtors required a waiver of the DIP
EBITDAR Covenant with respect to the quarter ending September
30, 2001, that the Lenders would grant such a waiver.  In
connection with that agreement, Mr. Trost continues, the Debtors
paid the Lenders a contingent $600,000 consent fee equal.  But
ultimately, Mr. Trost informs Judge Bohanon, the Debtors
determined that an EBITDAR waiver with respect to the September
30 quarter was not necessary.  Mr. Trost tells the Court that
the fee payable by the Debtors' for the DIP Amendment has taken
into account the Debtors' payment of the Contingent Fee.

The principal terms of the DIP Amendment are:

* Under section 2(e) of the DIP Amendment, the new minimum
  EBITDAR requirement will be:

   Test Period                                   Minimum EBITDAR
   -----------                                   ---------------
   Three Months Ending December 31, 2001             $7,300,000
   Four Months Ending January 31, 2002               $3,000,000
   Five Months Ending February 28, 2002              $7,570,000
   Six Months Ending March 31, 2002                 $18,940,000
   Seven Months Ending April 30, 2002               $25,200,000
   Eight Months Ending May 31, 2002                 $27,780,000
   Nine Months Ending June 30, 2002                 $36,760,000
   Ten Months Ending July 31, 2002                  $40,150,000
   Eleven Months Ending August 31, 2002             $46,780,000
   Twelve Months Ending September 30, 2002          $56,450,000
   Twelve Months Ending October 31, 2002            $57,840,000
   Twelve Months Ending November 30, 2002           $62,870,000
   Twelve Months Ending December 31, 2002           $73,640,000

* These EBITDAR amounts will be adjusted to reflect potential
  sales of divisions or subsidiaries.

      (a) The Tranche B Commitment will be reduced from
          $225,000,000 to $100,000,000 upon execution of the DIP
      (b) The Tranche B Commitment will be reduced to
          $50,000,000 on April 30, 2002.

      (c) The Tranche B Commitment will be reduced to $0 on July
          31, 2002.

      (d) Upon execution of the DIP Amendment, Warnaco will have
          access to 70% of the Tranche B Commitment with the
          ability to increase to the full Tranche B Commitment
          level with the consent of two-thirds of the Tranche B

      (e) Prior to April 30, 2002, the Debtors must have
          delivered executed agreements to the Lenders with one
          or more independent third party buyer(s) with respect
          to the sale(s) of stock or assets of the Debtors to an
          independent third party buyer(s) on terms that provide

          (1) aggregate net cash sale proceeds not less than

          (2) consideration, timing of closing and other
              conditions, which represent a bona fide effort of
              Warnaco and/or a Subsidiary thereof to consummate
              the sale of the assets or stock to be sold, and

          (3) no less than 50% of the consideration is in cash.

          The Administrative Agent may, however, in its sole
          reasonable discretion, extend this date.

      (f) Prior to June 30, 2002, the Debtors must have
          delivered executed agreements to the Lenders with one
          or more independent third party buyer(s) with respect
          to the sale(s) of stock or assets of the Debtors to an
          independent third party buyer(s) such that the
          aggregate net cash proceeds thereof would be
          sufficient to enable the Borrower to repay (and
          provide cash collateral in respect of all Letters of
          Credit) the entire amount of the Facilities and all
          post petition administrative claims and such proceeds
          shall be used for such purposes. The Administrative
          Agent may, however, in its sole reasonable discretion,
          extend this date.

      (g) Prior to July 31, 2002 the Debtors must cause a plan
          of reorganization to be filed with the Bankruptcy
          Court and such plan of reorganization is to provide
          for payment in full of the Obligations under the DIP
          Credit Agreement, on or prior to the consummation
          thereof and shall otherwise include terms and
          conditions satisfactory to the Requisite Lenders. The
          Administrative Agent may, however, in its sole
          reasonable discretion, extend this date.

      (h) Various changes were made to:

          (1) adjust the levels of permitted capital
              expenditures to reflect the Debtors revised
              business plan,

          (2) permit certain asset transfers as part of the IZKA
              settlement, and

          (3) adjust the definition of the Tranche A borrowing
              base with reference to the Chargebacks.

As consideration for the modifications in the DIP Amendment, Mr.
Trost explains that the Debtors will be required to pay various
fees to the Lenders and the Administrative Agent.  Specifically:

      -- The Debtors are obligated to pay a maximum net
amendment fee of $1,187,500 to the Lenders.  This amount will be
payable, at the net rate of 1/4 of 1% (0.25%) of the aggregate
amount of the Tranche A Commitments and the Tranche B
Commitments (after giving effect to the DIP Amendment) on a pro
rata basis to those Lenders which consent to the DIP Amendment
and takes into account the Contingent Fee paid by the Debtors to
the Lenders on October 25, 2001.

      -- In addition, the Administrative Agent under the DIP
Facility and The Chase Manhattan Bank will be paid a fee
totaling of $570,000, as reflected in a separate letter
agreement between the Administrative Agent, The Chase Manhattan
Bank and the Debtors.

Thus, the Debtors also seek the Court's approval of payment of
the Amendment Fee (including, to the extent necessary, the
payment of the Contingent Fee) and the Agency Fee.

According to Mr. Trost, the Loan Parties shall cause a plan of
reorganization to be filed with the Bankruptcy Court on or prior
to July 31, 2002 and such plan of reorganization shall provide
for payment in full of the Obligations on or prior to the
consummation and shall otherwise include terms and conditions
satisfactory to the Requisite Lenders.  The Administrative Agent
may, in its sole reasonable discretion extend this date, Mr.
Trost adds.

Furthermore, Mr. Trost relates, the Group will not permit
Capital Expenditures to be made or incurred during each of the
Fiscal Years to be in excess of these maximum amounts:

Fiscal Year ending on or about      Maximum Capital Expenditures
------------------------------      ----------------------------
         December 31, 2001                 $28,000,000
         December 31, 2002                 $18,000,000
         December 31, 2003                 $15,000,000

Mr. Trost clarifies that this DIP Amendment is actually the
second amendment to the DIP Credit Agreement.  But the first
amendment, which was executed on August 27, 2001, only related
to certain technical and minor matters.  Under the DIP Order,
Mr. Trost notes, the Debtors were authorized to agree to such
amendments without additional Court approval. (Warnaco
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  

WESTERN POWER: Fails to Comply with Nasdaq Listing Requirement
Western Power & Equipment Corp. (Nasdaq:WPEC) announces that it
has received a Nasdaq staff determination that an additional
issue will be considered at the Company's written hearing with
respect to its compliance with the Nasdaq Marketplace Rules
scheduled for Thursday, January 10, 2002.

The staff determination indicates that the Company does not
currently comply with the annual report requirement, as set
forth in Nasdaq Marketplace Rule 4350(b) because it has not sent
a copy of its annual report for its fiscal year 2000 to

The Company previously announced that it had received a Nasdaq
staff determination indicating that it had failed to regain
compliance with the proxy statement and annual meeting filing
requirements set forth in Nasdaq Marketplace Rules 4350(e) and
(g), respectively. Because the Company's securities would
therefore be subject to delisting from the Nasdaq SmallCap
Market, the Company is appealing the staff determination before
the Panel at the written hearing. There can be no assurance that
the Panel will grant the Company's request for continued

The Company has filed a preliminary Notice of Annual Meeting of
Shareholders and Proxy with the Securities and Exchange
Commission and is awaiting comments with respect to the same.
Upon receipt and compliance with any such comments, the Company
will schedule a combined shareholders' meeting for the 2001 and
2000 fiscal years in the early part of 2002. Accordingly, the
Proxy will incorporate by reference the Annual Reports on Form
10-K for the July 31, 2001 and 2000 fiscal years. Similarly,
both the 2001 and 2000 Annual Reports on Form 10-K will be sent
to shareholders of record with the Proxy.

Western Power & Equipment Corp. sells, leases, rents, and
services construction and industrial equipment for Case
Corporation and over 30 other manufacturers. The Company
currently operates 16 facilities in Washington, Oregon, northern
Nevada, California, and Alaska.

WHEELING-PITTSBURGH: Inks Premium Financing Pact with Cananwill
PCC, WPSC and the related and subsidiary Debtors ask Judge Bodoh
to authorize WPSC to enter into an insurance premium-financing
agreement with Cananwill, Inc.  The policies of insurance to be
financed must be maintained by the Debtor to keep the business
operations and assets of the estate insured for the benefit of
the creditors and the Debtors.  In order to pay for the
policies, which are necessary for an effective reorganization,
the Debtors have unsuccessfully attempted to obtain unsecured
credit, as required by the Bankruptcy Code.  However, Cananwill
has agreed to finance the payment of the premiums for these
policies for a cash down-payment of $1,805,625, and an amount
financed of $5,416,875, to be paid in nine monthly payments of
$612,988.54, bearing interest at an annual percentage of 4.41%,
for total payments to Cananwill of $5,516,896.86.

As part of this agreement, the Debtors grant to Cananwill a
power of attorney to cancel the policies financed under this
agreement if the event of a payment default by the Debtors.  To
secure payment of the amounts due to Cananwill, the Debtors
grant to Cananwill a security interest in unearned or returned
premiums and other amounts due to the Debtor under the policies
that result from cancellation of the policies.  Upon default,
the Debtors agree that the automatic stay of creditor action is
terminated to permit Cananwill to cancel the policies and
exercise its security interest.  Any amount remaining owing to
Cananwill, including its attorney's fees, are to be given the
status of an administrative expense.

Acting promptly on this important requirement, Judge Bodoh
grants his approval of the Motion and his authorization for WPSC
to carry out its terms. (Wheeling-Pittsburgh Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)  

* Jay Alix Names Al Koch as Chairman & Grindfors as President
Jay Alix & Associates, the nation's market leader in corporate
turnarounds and restructurings, has promoted its managing
principal, Al Koch, to chairman and named Michael Grindfors as

Koch, managing principal of JA&A since 1995, will take on a more
strategic role, focusing on the growth of the organization and
the achievement of significant corporate objectives.  Grindfors,
formerly a managing director at Goldman Sachs in London, will
relocate to Michigan to oversee the firm's Detroit, Chicago, New
York and Dallas offices.

Founder Jay Alix said the two moves "show that Jay Alix
&Associates rewards outstanding performance while simultaneously
seeking infusions of new skills and talent during this period of
tremendous growth."

Under Koch's leadership the firm has increased revenues by 300
percent while quadrupling its staff of turnaround professionals
and opening two new offices.

He also expanded client services, adding a comprehensive
bankruptcy administration practice, an IT transformation
practice, and professionals whose skills focus specifically on
helping companies with early intervention to avoid crisis.

Koch led several of the firm's larger, more complex client
restructurings, including Oxford Health Plans, Allegheny General
Hospital and Ryder System, Inc.

Grindfors previously held the position of managing director in
the investment banking division of Goldman Sachs in London.  
Prior to that, he was a senior partner at The Boston Consulting
Group, where he led the Scandinavian practice and subsequently
the New York City practice.  Grindfors has also led operational
turnarounds for such international companies as Etonic, maker of
high-performance athletic shoes and Tretorn GmbH, a manufacturer
of tennis equipment.  As president of Etonic, Grindfors
increased both productivity and revenues.  At Tretorn, which had
suffered several years of losses before his presidency, he
reversed revenue slides and returned the company to

Jay Alix & Associates is a nationally recognized leader in
providing corporate turnaround and debt restructuring expertise
to underperforming companies and troubled divisions or operating
units of Fortune 1000 companies. JA&A professionals act as
interim operating managers and financial advisors to boards of
directors, senior managers and other constituents in need of
operating or financial improvements.  They also provide IT
transformation services and a full range of litigation
consulting and valuation services. JA&A's client roster includes
a significant number of Fortune 500 companies.

* BOOK REVIEW: Ling: The Rise, Fall, and Return of a Texas Titan
Author: Stanley H. Brown
Publisher: Beard Books
Softcover: 309 Pages
List Price: $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at:

Summed up neatly, this is Jim Ling, founder and CEO of Ling-
Temc0-Vought, once the fourteenth-largest corporation on the
Fortune 500 list:

That he was able to get control of -- and combine -- the sixth
largest steel company, the eighth largest airline, the eighth
largest defense contractor, the third largest meat packer, the
largest sporting-goods maker, and a string of other companies in
an almost random group of industries may well be the most
significant thing to be said about him. Or maybe it is the fact
that he performed all this from a base of little education, no
connections, no money, no status, no leverage of any kind, but
solely on the strength of what he discovered and created.

As fascinating as Ling was, this book offers so much more.
Stanley H. Brown presents a remarkable knowledge of and
intriguing insights into corporate history and institutional
behavior. He understands what makes organizations work, whether
corporate, religious, or military.

Although it has been more than 25 years since Jim Ling was on
top of the world, he and his story remain hard to beat. He was a
man of integrity. Faced with defeat, he conjured up innovative
solutions. He picked up the pieces and tried something else, and
even investors once burned went back for more. He believed in
himself and his ventures absolutely, so much so that he kept all
his own money and his children's money in LTV stock, and was
wiped out when it went bust.

Ling was born one of six children in Hugo, Oklahoma. A devout
Catholic in the fundamentalist Bible Belt, his father killed a
fellow worker in a rage after years of enduring anti-Catholic
torment and, although acquitted, was so racked with guilt he
left the family to live in a monastery. Ling's mother died when
he was eleven. He never finished high school. After a short
stint in the Navy during World War II, during which time he
became an electrician, he started Ling Electric in Dallas. Post-
war Dallas was good to bright men who worked hard. The company
grew exponentially. Ling discovered public investors and began
infusing them with his enthusiasm, enthusiasm that made them
hand over lots of money to him. And he began to acquire
companies at a dizzying pace, bigger and bigger companies:
meatpacker Wilson & Co., steelmaker Jones & Laughlin, Braniff
Airlines, LTV Aerospace, Wilson Sporting Goods, and many other,
smaller companies. He was a masterful financier with seemingly
endless ideas on making money work.

So where did it go wrong? Ling's over-conglomerated conglomerate
spun out of control. He was a micromanager extraordinaire and
kept too much decision-making power to himself. He was a victim
of his own success and overfed ego. He fought long and hard with
the Justice Department in an antitrust suit over Jones &
Laughlin, but the country's suspicion of conglomerates in the
late 1960s got the better of him. In the end, he was ousted by
his own people but, true to form, went on to try something new.

The author researched this book very thoroughly. He convinced
Ling to keep a journal during some critical moments and
interviewed all the major players. Read it for the story of
Ling, but also learn about what makes people tick.

* Stanley H Brown is a former writer and editor at Business
  Week, Fortune, and Forbes. His columns have appeared in
  numerous publications. He commutes between Manhattan and


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

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